Common use of Non-Disclosure and Non-Use Clause in Contracts

Non-Disclosure and Non-Use. During the Pre-Closing Period, neither any Equityholder nor any of their respective Affiliates shall disclose or use any and all knowledge, information or documents of a confidential or proprietary nature or not generally known to the public with respect to this Agreement (or the transactions contemplated herein), Purchaser or IBP (“Confidential Information”), which any of their respective officers, managers, directors, employees, counsel or accountants, may now possess or may hereafter create or obtain, and such Confidential Information shall not be published, disclosed or made accessible by any of them to any other Person or entity or used by any of them, provided, however, that such party may disclose or use any such information: (i) as has become generally available to the public other than through a breach of this Agreement by such party or any of its Affiliates or representatives; (ii) as becomes available to such party on a non-confidential basis from a source other than any other party hereto or such other party’s Affiliates or representatives; provided that such source is not known or reasonably believed by such party to be bound by a confidentiality agreement or other obligations of secrecy; (iii) as may be required in any report, statement or testimony required to be submitted to any Governmental Authority having or claiming to have jurisdiction over it, or as may be otherwise required by Applicable Law, or as may be required in response to any summons or subpoena or in connection with any litigation; (iv) as may be required to obtain any Governmental Authority approval or consent required in order to consummate the transactions contemplated by this Agreement; or (v) as may be necessary to establish such party’s rights under this Agreement; provided, further, however, that in any case, the Person intending to disclose Confidential Information will promptly notify the party to whom it is obliged to keep such information confidential and, to the extent practicable, provide such party a reasonable opportunity to prevent public disclosure of such information. In the event the transactions contemplated hereby are not consummated and this Agreement is terminated pursuant to Section 9.1(e), each party hereto shall return all confidential materials to the appropriate other party or destroy such confidential materials (and certify in writing the destruction thereof) exchanged in connection with this Agreement; provided that each party shall be permitted to retain a copy of the confidential materials pursuant to any legal or regulatory requirement or document retention policy (whether relating to written documents or to the back-up storage of electronic data). Each party acknowledges responsibility for disclosures caused by such party and any of its respective Affiliates and representatives.

Non-Disclosure and Non-Use. During Without the Pre-Closing prior written Consent of the Buyer, during the Restricted Period, neither any Equityholder none of the Seller, the Members nor any of their respective Affiliates shall disclose or use any Proprietary and all knowledge, information or documents of a confidential or proprietary nature or not generally known to the public with respect to this Agreement (or the transactions contemplated herein), Purchaser or IBP (“Confidential Information”), which any of their respective officers, managers, directors, employees, counsel or accountants, may now possess or may hereafter create or obtain, obtain and such Proprietary and Confidential Information shall not be published, disclosed disclosed, or made accessible by any of them to any other Person or entity or used by any of them, provided, however, that such party may disclose or use any such information: information (i) as has become generally available to the public other than through a breach of this Agreement by such party or any of its Affiliates or representatives; and representatives (ii) as becomes available to such party on a non-confidential basis from a source other than any other party hereto or such other party’s Affiliates or representatives; , provided that such source is not known or reasonably believed by such party to be bound by a confidentiality agreement or other obligations of secrecy; , (iii) as may be required in any report, statement or testimony required to be submitted to any Governmental Authority Entity having or claiming to have jurisdiction over it, or as may be otherwise required by Applicable applicable Law, or as may be required in response to any summons or subpoena or in connection with any litigation; , (iv) as may be required to obtain any Governmental Authority governmental approval or consent Consent required in order to consummate the transactions contemplated by this Agreement; Agreement or (v) as may be necessary to establish such party’s rights under this Agreement; provided, further, however, that in any casethe case of clauses (i), (iii), and (iv), the Person intending to disclose Proprietary and Confidential Information will promptly notify the party to whom it is obliged to keep such information confidential and, to the extent practicable, provide such party a reasonable opportunity to prevent public disclosure of such information. In the event the transactions contemplated hereby are not consummated and this Agreement is terminated pursuant to Section 9.1(e)11.1, each party hereto shall return all confidential materials to the appropriate other party or destroy such confidential materials (and certify in writing the destruction thereof) exchanged in connection with this Agreement; provided that each party shall be permitted to retain a copy of the confidential materials pursuant to any legal or regulatory requirement or document retention policy (whether relating to written documents or to the back-up storage of electronic data). Each party acknowledges responsibility for disclosures caused by such party and any of its respective Affiliates and representatives.

Non-Disclosure and Non-Use. During Without the Pre-Closing Periodprior written consent of the Company, neither any Equityholder the Executive nor any of their respective Affiliates his/her affiliates shall disclose or use any and all knowledge, confidential information or documents of a confidential or proprietary nature or not generally known to the public Company with respect to this Agreement (or the transactions contemplated herein), Purchaser or IBP (“Confidential Information”)Business, which any of their its respective officers, managers, directors, employees, counsel counsel, agents, investment bankers, or accountants, may now possess or may hereafter create or obtainobtain relating to, without limitation know-how, trade secrets, customer lists, supplier lists, referral source lists, costs, profits or margin information, markets, sales, pricing policies, operational methods, plans for future development, data drawings, samples, processes, products, software, the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of the Company with respect to the Business and such Confidential Information information shall not be published, disclosed or made accessible by any of them to any other Person or entity or used by any of them, provided, however, that such party the Executive may disclose or use any such information: information (i) as has become generally available to the public other than through a breach of this Agreement by such party the Executive or any of its Affiliates or affiliates and representatives; , (ii) as becomes available to such party the Executive on a non-confidential basis from a source other than any other party hereto or such other party’s Affiliates affiliates or representatives; , provided that such source is not known or reasonably believed by such party the Executive to be bound by a confidentiality agreement or other obligations of secrecy; , (iii) as may be required in any report, statement or testimony required to be submitted to any Governmental Authority Entity having or claiming to have jurisdiction over it, or as may be otherwise required by Applicable applicable Law, or as may be required in response to any summons or subpoena or in connection with any litigation; , (iv) as may be required to obtain any Governmental Authority governmental approval or consent Consent required in order to consummate the transactions contemplated by this Agreement; Agreement or (v) as may be necessary to establish such partythe Executive’s rights under this Agreement; provided, further, however, that in any casethe case of clauses (i), (iii), and (iv), the Person intending to disclose Confidential Information will Executive shall promptly notify the party to whom it is obliged to keep such information confidential and, to the extent practicable, provide such party a reasonable opportunity to prevent public disclosure of such information. In the event the transactions contemplated hereby are not consummated and this Agreement is terminated pursuant to Section 9.1(e), each party hereto shall return all confidential materials to the appropriate other party or destroy such confidential materials (and certify in writing the destruction thereof) exchanged in connection with this Agreement; provided that each party shall be permitted to retain a copy of the confidential materials pursuant to any legal or regulatory requirement or document retention policy (whether relating to written documents or to the back-up storage of electronic data). Each party acknowledges responsibility for disclosures caused by such party and any of its respective Affiliates and representatives.

Non-Disclosure and Non-Use. During Without the Pre-Closing Periodprior written Consent of the Buyer, neither any Equityholder the Seller nor any of their respective its Affiliates shall disclose or use any and all knowledge, confidential information or documents of a confidential or proprietary nature or not generally known to the public any Company with respect to this Agreement (or the transactions contemplated herein), Purchaser or IBP (“Confidential Information”)Business, which any of their respective officers, managers, directors, employees, counsel counsel, agents, investment bankers, or accountants, may now possess or may hereafter create or obtainobtain relating to, without limitation, know-how, trade secrets, customer lists, supplier lists, referral source lists, costs, profits or margin information, markets, sales, pricing policies, operational methods, plans for future development, data drawings, samples, processes, products, software, the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of any Company with respect to the Business and such Confidential Information information shall not be published, disclosed disclosed, or made accessible by any of them to any other Person or entity or used by any of them, except pending the Closing, in the Business provided, however, that such party may disclose or use any such information: information (i) as has become generally available to the public other than through a breach of this Agreement by such party or any of its Affiliates or representatives; and representatives (ii) as becomes available to such party on a non-confidential basis from a source other than any other party hereto or such other party’s 's Affiliates or representatives; , provided that such source is not known or reasonably believed by such party to be bound by a confidentiality agreement or other obligations of secrecy; secrecy (iii) as may be required in any report, statement or testimony required to be submitted to any Governmental Authority Entity having or claiming to have jurisdiction over it, including any filings required to be made by ATG in compliance with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any other applicable federal and state securities Laws, or as may be otherwise required by Applicable applicable Law, or as may be required in response to any summons or subpoena or in connection with any litigation; , (iv) as may be required to obtain any Consent from a Governmental Authority approval Entity or consent Consent required in order to consummate the transactions contemplated by this Agreement; Agreement or (v) as may be necessary to establish such party’s 's rights under this Agreement; provided, further, however, that in any casethe case of clauses (iii) and (iv), the Person intending to disclose Confidential Information confidential information will promptly notify the party to whom it is obliged to keep such information confidential and, to the extent practicable, provide such party a reasonable opportunity to prevent public disclosure of such information. In the event the transactions contemplated hereby are not consummated and this Agreement is terminated pursuant to Section 9.1(e)11.1, each party hereto shall return all confidential materials to the appropriate other party or destroy such confidential materials (and certify in writing the destruction thereof) exchanged in connection with this Agreement; provided that each party shall be permitted to retain a copy of the confidential materials pursuant to any legal or regulatory requirement or document retention policy (whether relating to written documents or to the back-up storage of electronic data). Each party acknowledges responsibility for disclosures caused by such party and any of its respective Affiliates and representatives.

Non-Disclosure and Non-Use. During the Pre-Closing Periodterm of this Agreement and thereafter, neither Consultant agrees: (a) to use Confidential Information solely in connection with the performance of the Services and for no other purpose, and to not cause or assist any Equityholder nor any of their respective Affiliates shall disclose person or entity to, directly or indirectly, use any Confidential Information for any other purpose whatsoever; (b) to not disclose, nor cause or assist any person or entity to, directly or indirectly, disclose any Confidential Information to any person or entity, except to the extent necessary for Consultant to perform the Services and as authorized by the Company. Consultant will take all knowledgereasonable measures to protect the secrecy, information and to prevent the unauthorized use or documents disclosure, of Confidential Information. Consultant will promptly notify the Company in writing of any misuse, misappropriation, or unauthorized disclosure of Confidential Information that may come to Consultant’s attention. Notwithstanding the foregoing, to the extent Consultant is required to disclose any Confidential Information in order to comply with applicable law or an order of a court of competent jurisdiction, such disclosure shall not constitute a violation of this Section 4, provided that Consultant (i) notifies the Company as far in advance as reasonably possible of such required disclosure, (ii) cooperates reasonably with the Company in any Company effort to obtain a protective order or other confidential or proprietary nature or not generally known to the public treatment with respect to this Agreement (or the transactions contemplated herein), Purchaser or IBP (“such Confidential Information”), which any of their respective officers, managers, directors, employees, counsel or accountants, may now possess or may hereafter create or obtain, and (iii) discloses only that portion of such Confidential Information shall that is required to be disclosed. For the avoidance of doubt, (i) nothing contained in this Agreement limits, restricts or in any other way affects Consultant’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency or entity and (ii) Consultant cannot be publishedheld criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federal, disclosed state, or made accessible by any local government official, either directly or indirectly, or to an attorney, solely for the purpose of them to any reporting or investigating a suspected violation of law, or (z) in a complaint or other Person document filed under seal in a lawsuit or entity or used by any of them, other proceeding; provided, however, that such party may disclose or use any such information: (i) as has become generally available to the public other than through a breach of notwithstanding this Agreement by such party or any of its Affiliates or representatives; (ii) as becomes available to such party on a non-confidential basis immunity from a source other than any other party hereto or such other party’s Affiliates or representatives; provided that such source is not known or reasonably believed by such party to be bound by a confidentiality agreement or other obligations of secrecy; (iii) as liability, Consultant may be required in any report, statement or testimony required to be submitted to any Governmental Authority having or claiming to have jurisdiction over it, or as may be otherwise required held liable if Consultant unlawfully accesses trade secrets by Applicable Law, or as may be required in response to any summons or subpoena or in connection with any litigation; (iv) as may be required to obtain any Governmental Authority approval or consent required in order to consummate the transactions contemplated by this Agreement; or (v) as may be necessary to establish such party’s rights under this Agreement; provided, further, however, that in any case, the Person intending to disclose Confidential Information will promptly notify the party to whom it is obliged to keep such information confidential and, to the extent practicable, provide such party a reasonable opportunity to prevent public disclosure of such information. In the event the transactions contemplated hereby are not consummated and this Agreement is terminated pursuant to Section 9.1(e), each party hereto shall return all confidential materials to the appropriate other party or destroy such confidential materials (and certify in writing the destruction thereof) exchanged in connection with this Agreement; provided that each party shall be permitted to retain a copy of the confidential materials pursuant to any legal or regulatory requirement or document retention policy (whether relating to written documents or to the back-up storage of electronic data). Each party acknowledges responsibility for disclosures caused by such party and any of its respective Affiliates and representativesunauthorized means.

Non-Disclosure and Non-Use. During Without the Pre-Closing Periodprior written consent of the Company, neither any Equityholder the Executive nor any of their respective Affiliates the Executive’s affiliates shall disclose or use any and all knowledge, confidential information or documents of a confidential or proprietary nature or not generally known to the public Company with respect to this Agreement (or the transactions contemplated herein), Purchaser or IBP (“Confidential Information”)Business, which any of their its respective officers, managers, directors, employees, counsel counsel, agents, investment bankers, or accountants, may now possess or may hereafter create or obtainobtain relating to, without limitation know-how, trade secrets, customer lists, supplier lists, referral source lists, costs, profits or margin information, markets, sales, pricing policies, operational methods, plans for future development, data drawings, samples, processes, products, software, the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of the Company with respect to the Business and such Confidential Information information shall not be published, disclosed or made accessible by any of them to any other Person or entity or used by any of them, provided, however, that such party the Executive may disclose or use any such information: information (i) as has become generally available to the public other than through a breach of this Agreement by such party the Executive or any of its Affiliates or affiliates and representatives; , (ii) as becomes available to such party the Executive on a non-confidential basis from a source other than any other party hereto or such other party’s Affiliates affiliates or representatives; , provided that such source is not known or reasonably believed by such party the Executive to be bound by a confidentiality agreement or other obligations of secrecy; , (iii) as may be required in any report, statement or testimony required to be submitted to any Governmental Authority Entity having or claiming to have jurisdiction over it, or as may be otherwise required by Applicable applicable Law, or as may be required in response to any summons or subpoena or in connection with any litigation; , (iv) as may be required to obtain any Governmental Authority governmental approval or consent Consent required in order to consummate the transactions contemplated by this Agreement; Agreement or (v) as may be necessary to establish such partythe Executive’s rights under this Agreement; provided, further, however, that in any casethe case of clauses (i), (iii), and (iv), the Person intending to disclose Confidential Information will Executive shall promptly notify the party to whom it is obliged to keep such information confidential and, to the extent practicable, provide such party a reasonable opportunity to prevent public disclosure of such information. In the event the transactions contemplated hereby are not consummated and this Agreement is terminated pursuant to Section 9.1(e), each party hereto shall return all confidential materials to the appropriate other party or destroy such confidential materials (and certify in writing the destruction thereof) exchanged in connection with this Agreement; provided that each party shall be permitted to retain a copy of the confidential materials pursuant to any legal or regulatory requirement or document retention policy (whether relating to written documents or to the back-up storage of electronic data). Each party acknowledges responsibility for disclosures caused by such party and any of its respective Affiliates and representatives.

Non-Disclosure and Non-Use. During Without the Pre-Closing Periodprior written Consent of the Buyer, neither any Equityholder nor any none of their respective Affiliates the ▇▇ ▇▇▇▇▇▇▇ shall disclose or use any Proprietary and all knowledge, information or documents Confidential Information of a confidential or proprietary nature or not generally known to any entity within the public with respect to this Agreement (or the transactions contemplated herein), Purchaser or IBP (“Confidential Information”)Acquired Group, which any of their respective its officers, managers, directors, employees, counsel counsel, agents, investment bankers, or accountants, may now possess or may hereafter create or obtain, obtain relating to and such Proprietary and Confidential Information shall not be published, disclosed disclosed, or made accessible by any of them to any other Person or entity or used by any of them, provided, however, that such party may disclose or use any such information: information (i) as has become generally available to the public other than through a breach of this Agreement or any other confidentiality agreement or obligation of secrecy by such party any of the Sellers or any of its Affiliates or and representatives; , (ii) as becomes available to such party on a non-confidential basis from a source other than any other party hereto or such other party’s Affiliates or representatives; , provided that such source is not known or reasonably believed by such party to be bound by a confidentiality agreement or other obligations of secrecy; , (iii) as may be required in any report, statement or testimony required to be submitted to any Governmental Authority Entity having or claiming to have jurisdiction over it, or as may be otherwise required by Applicable applicable Law, or as may be required in response to any summons or subpoena or in connection with any litigation; , (iv) as may be required to obtain any Governmental Authority governmental approval or consent Consent required in order to consummate the transactions contemplated by this Agreement; Agreement or (v) as may be necessary to establish such party’s rights under this Agreement; provided, further, however, that in any casethe case of clauses (iii), (iv) and (v) above the Person intending to disclose Confidential Information confidential information will promptly notify the party to whom it is obliged to keep such information confidential and, to the extent practicable, provide such party a reasonable opportunity to prevent public disclosure of such information. In Notwithstanding the event foregoing, the transactions contemplated hereby are not consummated Clearview Shareholder, the Northstar Shareholder and this Agreement is terminated pursuant to Section 9.1(e), each party hereto shall return all confidential materials their respective Affiliates may disclose information related to the appropriate other party Group’s results of operations for any period prior to Closing to its or destroy such confidential materials (their current and certify in writing the destruction thereof) exchanged in connection with this Agreementfuture investors, including potential investors; provided that each party shall current, future or potential investor be permitted to retain a copy advised of the confidential materials pursuant to nature of such information and the Clearview Shareholder or Northstar Shareholder, as applicable, shall be responsible for any legal or regulatory requirement or document retention policy (whether relating to written documents or to the back-up storage disclosure of electronic data). Each party acknowledges responsibility for disclosures caused such information by such party and any investor that would be in violation of its respective Affiliates and representativesthis Section 7.1.