Common use of Mutual Confidentiality Clause in Contracts

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

Mutual Confidentiality. The Co-Managers (a) For a period of two (2) years from the Termination Effective Date (unless a longer time is explicitly required pursuant to Company Proprietary Agreements, then for such longer time), the Manager shall hold, and shall cause each of its then current officers, employees, agents, consultants and advisors and each of its Subsidiaries and Affiliates and their respective then current officers, employees, agents, consultants and advisors to hold, in strict confidence, and not disclose or release or use, without the prior written consent of the Company (togetherwhich may be withheld in the Company’s sole and absolute discretion, except where disclosure is required by applicable Law), any and all Confidential Information (as defined herein) concerning the Company and its Subsidiaries and Affiliates; provided, that the Manager may disclose, or may permit disclosure of, Confidential Information concerning the Company and its Subsidiaries and Affiliates (i) to each of its then-current officers, employees, agents, consultants and advisors and each of its Subsidiaries and Affiliates and their respective officers, employees, agents, consultants and advisors, who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Manager and in respect of whose failure to comply with such obligations, the "Parties"Manager will be responsible, (ii) agree that during if the term Manager or any of the engagement being entered into herein, unless the other party has consented, its Subsidiaries or unless Affiliates is required by law, an industry regulator, or a court or agency of the government, the Parties will not reveal or compelled to disclose any Confidential Information of the other party to any third party, except to utilize such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule or (iii) as necessary in a manner consistent with customary industry practices order to permit Manager or its Affiliates to prepare and disclose its financial statements, tax returns or other required disclosures. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (ii) above, the Manager shall, unless prohibited by Law or requested in connection with a routine audit or exam of its books and records by any regulatory authority having jurisdiction over it, promptly notify the provision Company of services under the foregoing letterexistence of such request or demand and shall provide the Company a reasonable opportunity to seek an appropriate protective order or other remedy, which the Company and the Manager will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the Manager shall furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (b) For a period of two (2) years from the Termination Effective Date, the Company shall hold, and shall cause each of its then only current officers, employees, agents, consultants and advisors and each of its Subsidiaries and Affiliates and their respective then current officers, employees, agents, consultants and advisors to those persons who are under obligations of confidentiality similar to those set forth herein. The term "Confidential Information" means (1) confidential business hold, in strict confidence, and not disclose or technical information release or data use, without the prior written consent of the Parties Manager (which may be withheld in the Manager’s sole and absolute discretion, except where disclosure is required by applicable Law), any and all Confidential Information (as defined herein) concerning the Manager and its Subsidiaries (other than the Company and its Subsidiaries) and Affiliates; provided, that is competitively the Company may disclose, or may permit disclosure of, Confidential Information concerning the Manager and commercially valuable its Subsidiaries and Affiliates (i) to each of its officers, employees, agents, consultants and advisors and each of its Subsidiaries and Affiliates and their respective officers, employees, agents, consultants and advisors who have a need to know such information and are informed of their obligation to hold such information confidential to the Parties and not generally known, or available by legal means, same extent as is applicable to the competitors of' Company and in respect of whose failure to comply with such obligations, the Parties or Company will be responsible, (ii) material nonpublic information about if the Parties. To the extent that either party discloses Company or any of its Subsidiaries or Affiliates is required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule or (iii) as necessary in order to permit the Company or its Affiliates to prepare and disclose its financial statements, tax returns or other required disclosures. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (ii) above, the Company shall, unless prohibited by Law or requested in connection with a routine audit or exam of its books and records by any regulatory authority having jurisdiction over it, promptly notify the Manager of the existence of such request or demand and shall provide the Manager a reasonable opportunity to seek an appropriate protective order or other party remedy, which the Company and the Manager will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the Company shall furnish, or cause to its agentsbe furnished, affiliates, representatives, and employees in a manner consistent with the first sentence only that portion of the foregoing paragraph, the Parties agree that such disclosing party will be responsible for a breach of this section by its agents, affiliates, representatives, and employees. Following the termination of the foregoing letter and this engagement, all such nonpublic Confidential Information in either party's possession will that is legally required to be promptly returned disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such information. (c) Notwithstanding anything to the other party at the other party's request. Notwithstanding contrary in this requirementSection 8, (i) the Parties shall be entitled deemed to retain copies of have satisfied their obligations hereunder with respect to Confidential Information if they exercise the same degree of care (but no less than a reasonable degree of care) as they take to the extent that they are required to do so by law, statute or regulation or to comply with internal document retention requirements. Neither the previous paragraph nor any restriction, non-disclosure nor use limitation or other obligation contained in the foregoing letter shall apply to information, data or item of any kind which is: (i) in the public domain, through no action of the disclosing party; preserve confidentiality for their own similar information and (ii) already known confidentiality obligations provided for in any agreement between each Party or its Subsidiaries and their respective employees shall remain in full force and effect. (d) Notwithstanding anything to the contrary in this Agreement or the Amended and Restated Management Agreement, Section 5 of the Amended and Restated Management Agreement shall terminate and be of no further force and effect upon termination of the Amended and Restated Management Agreement, with the effect that the provisions thereof shall be superseded by the disclosing party provisions of this Section 8 from and after the Termination Effective Date. (as can be established by the disclosing party's records); (iiie) disclosed In no event shall anything set forth in this Section 8 prohibit a Party from seeking to the disclosing party by enter into a credit lending relationship with any person or entity not known by the disclosing party to be under an obligation Person including, without limitation, any of confidentiality to the other party; Party’s past, present or (iv) independently developed or derived by future customers provided that such Party complies with the disclosing party (as can be established by the disclosing party's records).provisions of this Section 8..

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

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

Mutual Confidentiality. The Co-Managers Parties agree to hold in strict confidence and not to disclose to others or use for any purpose (other than the Company (togetherperformance of this Agreement and Services), the "Parties") agree that during the term either before or after termination of the engagement being entered into hereinAgreement, unless the other party has consented, any confidential or unless required by law, an industry regulator, or a court or agency of the government, the Parties will not reveal or disclose any Confidential Information proprietary information of the other party party, including, without limitation, any confidential or proprietary information that is transferred pursuant to this Agreement. Confidential and proprietary information includes, without limitation, any technical or business information, financial information or projections, customer lists, business plans, logins, product formulas or specifications, manufacturing techniques, process, experimental work, program, software, marketing or distribution plans, strategies, methodologies, or arrangements, or trade secrets relating to the products, systems, equipment, services, sales, research or business plans. Confidential information is not limited to a specific medium and can be oral, written or physical in format (“Confidential Information”). The Parties shall not disclose Confidential Information to any third party, except to utilize such other than the receiving party’s personnel or agents, in any form without the disclosing party's prior written consent. The Parties shall not disclose Confidential Information in a manner consistent with customary industry practices in connection with to any personnel or agents without the provision of services under the foregoing letterneed to know such information. Except as otherwise provided below, and then only to those persons who are under obligations of confidentiality similar to those set forth herein. The term "Confidential Information" means (1) information shall not be considered confidential business or technical information or data of the Parties that is competitively and commercially valuable hereunder nor subject to the Parties and not generally known, or available by legal means, to the competitors of' the Parties or (ii) material nonpublic information about the Parties. To the extent that either party discloses Confidential Information of the other party to its agents, affiliates, representatives, and employees in a manner consistent with the first sentence of the foregoing paragraph, the Parties agree that such disclosing party will be responsible for a breach provisions of this section by its agents, affiliates, representatives, and employees. Following the termination of the foregoing letter and this engagement, all such nonpublic Confidential Information in either party's possession will if it can be promptly returned to the other party at the other party's request. Notwithstanding this requirement, the Parties shall be entitled to retain copies of Confidential Information to the extent that they are required to do so by law, statute or regulation or to comply with internal document retention requirements. Neither the previous paragraph nor any restriction, non-disclosure nor use limitation or other obligation contained in the foregoing letter shall apply to information, data or item of any kind which isdemonstrated: (i) to have been rightfully in the public domain, through no action receiving party's possession prior to the date of the disclosing disclosure of such information to the receiving party, if such prior possession was not otherwise subject to a restriction on disclosure; (ii) already known to have been in the public domain prior to the date of the disclosure of such information to the receiving party; (iii) to have become part of the public domain by publication or by any other means except an unauthorized act or omission on the part of the receiving party, or (iv) to have been supplied to the receiving party without restriction by a third party who is under no obligation to maintain such information in confidence. Confidential Information shall not be deemed to be generally available to the public or in the Parties’ possession merely because it may be embraced by a more general disclosure, or merely because it may be derived from combinations of disclosures generally available to the public or in the Parties’ possession. Upon the disclosing party’s request, the receiving party shall return to the disclosing party any and all written or physical embodiments (including copies) of Confidential Information disclosed to the receiving party by the disclosing party which is then in the receiving party’s possession, custody or control. Such Confidential Information includes all documents or computer files, including emails, which contain or reflect the Confidential Information. The confidentiality obligations set forth in this Agreement shall survive ten (as can be established by 10) years after termination or expiration of the disclosing party's records); (iii) disclosed to the disclosing party by any person or entity not known by the disclosing party to be under an obligation of confidentiality to the other party; or (iv) independently developed or derived by the disclosing party (as can be established by the disclosing party's records)Agreement.

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

Mutual Confidentiality. The Co-Managers Each Party acknowledges that in the course of performing its obligations under this Agreement, each Party intends to disclose to the other Party confidential and the Company proprietary information (together"Confidential Information"). For purposes of this Agreement, "Confidential Information" includes all information and materials that are trade secrets, or are of a confidential or proprietary nature (including business, technical, or financial information, the "Parties") agree that during the term identity of the engagement being entered into hereinclients, unless the prospective clients, referrers of clients or prospective clients, consultants or contractors (other party has consentedthan other co-counsel), or unless required by laware otherwise of substantial value to either Party or its clients, an industry regulator, or a court or agency of the government, the Parties which value would be impaired if such information were disclosed to third parties. Each Party agrees that it will not reveal or disclose any Confidential Information of the other party Party to any third partyperson or entity, except to utilize its employees, agents, or consultants who have a need to know such information in the course of their work and who are bound by a written agreement to keep such information confidential, or use Confidential Information in a manner consistent with customary industry practices in connection with the provision of services under the foregoing letter, and then only other than to those persons who are under perform its obligations hereunder. This obligation of confidentiality similar shall not apply to those set forth herein. The term "information that (a) was known to the receiving Party prior to receiving it from the disclosing Party, (b) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information" means , (1c) confidential business or technical information or data of the Parties that is competitively and commercially valuable becomes known to the Parties and not generally known, or available by legal means, to receiving Party from a source other than the competitors of' the Parties or (ii) material nonpublic information about the Parties. To the extent that either party discloses Confidential Information of the other party to its agents, affiliates, representatives, and employees in a manner consistent with the first sentence of the foregoing paragraph, the Parties agree that such disclosing party will be responsible for a Party without breach of this section Agreement by its agentsthe receiving Party and otherwise not in violation of the disclosing Party’s rights, affiliates, representatives, and employeesor (d) is or becomes publicly known through no wrongful act of the receiving Party. Following the Upon termination of this Agreement, or upon the foregoing letter and this engagement, all such nonpublic Confidential Information in either partydisclosing Party's possession will be promptly returned to the other party at the other party's earlier request. Notwithstanding this requirement, the Parties shall be entitled to retain receiving Party will return all copies of Confidential Information received from the disclosing Party (subject to the extent receiving Party’s professional obligations), or certify in writing that they are required to do so by law, statute or regulation or to comply with internal document retention requirementsall such material has been destroyed. Neither The obligations under this section shall survive the previous paragraph nor any restriction, non-disclosure nor use limitation or other obligation contained in the foregoing letter shall apply to information, data or item termination of any kind which is: (i) in the public domain, through no action this Agreement for a period of the disclosing party; (ii) already known by the disclosing party (as can be established by the disclosing party's records); (iii) disclosed to the disclosing party by any person or entity not known by the disclosing party to be under an obligation of confidentiality to the other party; or (iv) independently developed or derived by the disclosing party (as can be established by the disclosing party's records)five years.

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

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

Mutual Confidentiality. The Co-Managers (a) Except as expressly permitted pursuant to this Agreement, the Purchase Agreement, the Ancillary Agreements, the Intellectual Property Transfer and License Agreement and the Company (together, the "Parties") agree that during the term of the engagement being entered into herein, unless the other party has consented, or unless required by law, an industry regulator, or a court or agency of the governmentIP License Agreement, the Parties shall refrain from, either alone or in conjunction with any other Person, or directly or indirectly through their Affiliates or Representatives, disclosing to any other Person, or using in any manner, any confidential, proprietary or secret information (“Confidential Information”) of any other Party or such Party’s Affiliates; provided that the foregoing obligations of confidentiality and non-use will not reveal or disclose apply to any Confidential Information that (A) is or becomes generally available to the public or otherwise part of the public domain and other than through any act or omission of the foregoing Persons or their Affiliates in breach of this Agreement, the Purchase Agreement, the Ancillary Agreements, the Intellectual Property Transfer and License Agreement or the IP License Agreement, (B) is disclosed after the date hereof to the foregoing Persons or their Affiliates or Representatives on a non-confidential basis by a third party that is not subject to any third partyan obligation of confidentiality with respect to such Confidential Information, except and (C) is independently discovered or developed by the foregoing Persons or their Affiliates without the aid, application, or use of such Confidential Information. (b) Notwithstanding Section 1.7(a), a Party may disclose Confidential Information in order to utilize comply with (i) a request or requirement by deposition, interrogatory, request for documents, subpoena, civil investigation demand or similar process or a formal request from a regulatory examiner, if in the reasonable opinion of counsel, such disclosure is necessary for such compliance (an “External Demand”); and (ii) only with respect to Confidential Information that is not Restricted Information (as defined below), to its Affiliates; provided that, (A) with regard to disclosure under clause (i), prior to making such disclosure, the Party subject to such demand or request shall (x) immediately notify the other Party of the existence, terms and circumstances surrounding such External Demand, (y) consult with the other Party on the availability of taking legally available steps to resist or narrow such request or disclosure, and (z) assist the other Party, at the other Party’s expense, in seeking a protective order or other appropriate remedy to the extent available under the circumstances and (B) with regard to disclosure under clause (ii), prior to making such disclosure, the recipient of such Confidential Information in a manner consistent with customary industry practices in connection with the provision of services under the foregoing letter, and then only to those persons who are under shall be bound by obligations of confidentiality similar with respect to those the use and disclosure of such Confidential Information that are at least as stringent as the obligations of confidentiality set forth herein. The term "Confidential Recipient shall not, and shall cause its Affiliates and Representatives not to, access any Restricted Information" means (1) confidential business or technical . For purposes of this Section 1.7, “Restricted Information” shall mean information or data of the Parties accessed through Veeva Vault that is competitively and commercially valuable not necessary to continue operating the Parties and not generally known, or available by legal means, to the competitors of' the Parties or (ii) material nonpublic information about the Parties. To the extent that either party discloses Confidential Information of the other party to its agents, affiliates, representatives, and employees in a manner consistent with the first sentence of the foregoing paragraph, the Parties agree that such disclosing party will be responsible for a breach of this section by its agents, affiliates, representatives, and employees. Following the termination of the foregoing letter and this engagement, all such nonpublic Confidential Information in either party's possession will be promptly returned to the other party at the other party's request. Notwithstanding this requirement, the Parties shall be entitled to retain copies of Confidential Information to the extent that they are required to do so by law, statute or regulation or to comply with internal document retention requirements. Neither the previous paragraph nor any restriction, non-disclosure nor use limitation or other obligation contained in the foregoing letter shall apply to information, data or item of any kind which is: (i) in the public domain, through no action of the disclosing party; (ii) already known by the disclosing party (as can be established by the disclosing party's records); (iii) disclosed to the disclosing party by any person or entity not known by the disclosing party to be Alkermes Gainesville Facility under an obligation of confidentiality to the other party; or (iv) independently developed or derived by the disclosing party (as can be established by the disclosing party's records)cGMPs.

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

Mutual Confidentiality. The Co-Managers 17.1 Each Party agrees that all documents, communications, drafts and other materials of any kind relating to the Company (togethernegotiation of this Agreement by the Parties that either Party has provided or shall provide, the "Parties") agree that during the term of the engagement being entered into herein, unless exchange or disclose to the other party has consentedParty, shall be “Confidential Information” for purposes of this Agreement. 17.2 No Party, and no person within the control of a Party (together with the Parties, “Covered Persons”), shall disclose any Confidential Information, except that disclosure of such information shall be permitted in the following limited circumstances: (a) in an action by any Party to enforce this Agreement to the extent reasonably required for the purposes of enforcement; (b) in response to a court order, subpoena or unless other demand made in accordance with applicable law; (c) (i) as a Covered Person reasonably determines, after consulting with counsel, to be required by law, an industry including U.S. federal securities laws, including any change in law, (ii) in response to a request to a Party from a regulator, examiner, or a court or agency rating agency, provided the Covered Person takes reasonable steps to maintain the confidentiality of the governmentConfidential Information, or (iii) in communications with a Governmental Entity having jurisdiction over such Party, whether in response to a request made by such a Governmental Entity or an affirmative disclosure made by a Party to such a Governmental Entity, provided the Parties will not reveal Covered Person takes reasonable steps to maintain the confidentiality of the Confidential Information; or (d) to such Party’s parents or subsidiaries or affiliates, their respective directors, officers, external or internal agents, representatives, professional advisers, attorneys, accountants, auditors, insurers and reinsurers, successors, assigns and employees, who have a need to know and are under a duty to implement appropriate measures to maintain the confidentiality, security and integrity of such information, and who have a need to know and agree to be bound by this provision. 17.3 Should a Party receive a request for disclosure or become required by law to disclose any Confidential Information Information, pursuant to Section 17.2(b) herein after the Effective Date (and excluding any subpoena, document request, or other discovery served prior to the Effective Date), the Party receiving such a request shall promptly, and in no case more than five (5) business days following receipt of such a request (so long as it is possible and legally permitted to provide such notification), notify the other party Parties to afford them the opportunity to object or to seek a protective order prior to the disclosure of any such information. 17.4 Subject to the terms of Sections 17.1 and 17.2, each Party agrees that (a) it shall use commercially reasonable efforts to obtain assurance that confidential treatment will be accorded to any third party, except to utilize such Confidential Information in a manner consistent with customary industry practices in connection with the provision of services under the foregoing letterthat is provided to any Governmental Entity or to any other person, and then only (b) in the event that any Party determines it is required by law or otherwise to those persons who are under obligations of confidentiality similar to those set forth herein. The term "Confidential Information" means (1) confidential business or technical information or data of the Parties that is competitively and commercially valuable to the Parties and not generally known, or available by legal means, to the competitors of' the Parties or (ii) material nonpublic information about the Parties. To the extent that either party discloses Confidential Information of the other party to its agents, affiliates, representatives, and employees in make a manner consistent with the first sentence of the foregoing paragraph, the Parties agree that such disclosing party will be responsible for a breach of this section by its agents, affiliates, representatives, and employees. Following the termination of the foregoing letter and this engagement, all such nonpublic Confidential Information in either party's possession will be promptly returned to the other party at the other party's request. Notwithstanding this requirement, the Parties shall be entitled to retain copies disclosure of Confidential Information permitted by the preceding sentence, it shall disclose the minimum amount of Confidential Information that it determines is reasonably required under the circumstances. 17.5 For purposes of this Agreement, Confidential Information shall not include information that: (a) is or becomes generally available to the extent that they are required public other than as a result of disclosure by a Party in violation of this Agreement; (b) becomes available to do so by law, statute or regulation or to comply with internal document retention requirements. Neither the previous paragraph nor any restriction, non-disclosure nor use limitation or a Party from a source other obligation contained in the foregoing letter shall apply to information, data or item of any kind which is: (i) in the public domain, through no action of than the disclosing party; (ii) already known by Party, provided that the receiving Party has no knowledge that such source is prohibited from disclosing party (as can be established by the disclosing party's records); (iii) disclosed such information to the disclosing party receiving Party by any person a contractual, legal or entity not known by the disclosing party to be under an fiduciary obligation of confidentiality to the other party; or (ivc) is independently developed by a Party without reference to, or derived by use of, the disclosing party (as can be established by the disclosing party's records)Confidential Information.

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