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

Non-Use and Non-Disclosure. Recipient agrees to use the Confidential Information only for the Purpose. Recipient agrees that at all times until the expiration or earlier termination of this Agreement in accordance with section 8 below, it will hold in strict confidence and, except as otherwise expressly permitted in this Agreement, not disclose to any third party any Confidential Information or exploit such Confidential Information for its own benefit or the benefit of another. Notwithstanding the foregoing, Confidential Information may be disclosed to Recipient’s directors, officers, employees, consultants, prospective lenders, and advisors (including without limitation attorneys and accountants) (each, a “Representative” and collectively “Representatives”) who need access to Confidential Information solely in connection with the Purpose and prior to disclosure have been informed by Recipient of the confidential nature of the Confidential Information and have expressly agreed to abide by the terms of this Agreement. In any event and without exception, Recipient shall be responsible for the breach of this Agreement by any Representative as if such breach were committed by Recipient itself. Recipient shall take, at its own cost and expense, all necessary steps to keep the Confidential Information strictly confidential and to prevent its Representatives from prohibited or unauthorized disclosure or use of the Confidential Information. Recipient shall immediately notify Company upon discovery of any actual or suspected loss or unauthorized disclosure of the Confidential Information in breach of the terms hereof and shall take, at its sole cost and expense, all reasonable steps requested by Company to prevent, control or remedy any such loss or disclosure.

Non-Use and Non-Disclosure. Recipient agrees not to use, and to use best efforts to ensure all of its Representatives not use (which obligation shall include informing such Representatives of the confidential nature of such information), any Confidential Information only for any purpose except to evaluate and engage in discussions concerning the PurposeProposed Transaction. Recipient acknowledges and agrees that Recipient is evaluating the Proposed Transaction solely for its own account as a principal in the Proposed Transaction, and not as a broker, agent or representative for any other person or entity. Recipient agrees that at all times until the expiration or earlier termination of this Agreement in accordance with section 8 below, it will hold in strict confidence and, except as otherwise expressly permitted in this Agreement, not to disclose to any third party any Confidential Information to third parties or exploit such Confidential Information for its own benefit to employees of Recipient, except to those Representatives who are required to have the information in order to evaluate or engage in discussions concerning the benefit of anothercontemplated business relationship. Notwithstanding the foregoing, if Recipient or its Representatives are required by any applicable judicial, regulatory, or governmental authority to disclose any Confidential Information Information, Recipient shall (to the extent legally permissible) provide Disclosing Party with prompt written notice of such request or requirement and reasonable assistance in opposing such disclosure or seeking a protective order or other limitations on disclosure, so that Disclosing Party may be disclosed to Recipient’s directors, officers, employees, consultants, prospective lenders, and advisors (including without limitation attorneys and accountants) (each, seek a “Representative” and collectively “Representatives”) who need access to Confidential Information solely in connection protective order or other appropriate remedy and/or waive compliance with the Purpose and prior to disclosure have been informed by Recipient of the confidential nature of the Confidential Information and have expressly agreed to abide by the terms of this Agreement. In any event and without exceptionSubject to the foregoing, Disclosing Party’s failure or inability to obtain a protective order or other remedy as contemplated herein, or failure to provide a waiver, shall not prohibit or prevent Recipient shall be responsible for the breach of this Agreement by any Representative as if such breach were committed by Recipient itself. Recipient shall take, at its own cost and expense, all necessary steps to keep the Confidential Information strictly confidential and to prevent or its Representatives from prohibited complying with the requested or unauthorized disclosure or use of the Confidential Information. Recipient shall immediately notify Company upon discovery of any actual or suspected loss or unauthorized required disclosure of the such Confidential Information in breach of (or any portion thereof) after the terms hereof required notice and assistance as required above, provided that any disclosure shall take, at its sole cost and expense, all reasonable steps requested by Company be limited to prevent, control or remedy any only such loss or information as is required to respond to such request for disclosure.

Non-Use and Non-Disclosure. Recipient agrees Recipients will not disclose, distribute, copy or use any Confidential Information or the fact that a Transaction is being considered or is under a production contract without the prior written consent of the other Party and then only to use the extent specified in such consent. Confidential Information may be used only to the extent reasonably required for the purposes of evaluating, producing or carrying out the Transaction; provided however, that Recipients may only disclose the Confidential Information only to those of its contractors, vendors, directors, officers, advisors, agents and employees ("Representatives") who need to know such Confidential Information for the Purposepurpose of evaluating, performing or carrying out or producing the Transaction and who shall be bound by a written agreement or other legally enforceable written obligations to preserve the confidentiality of the Confidential Information in a manner consistent with this Agreement. The Recipient agrees that at all times until the expiration or earlier termination will be responsible for any breach of this Agreement in accordance by it or its Representatives, whether or not such Representatives are associated with section 8 belowthe Discloser at the time of the breach. Without limiting the foregoing, where the Discloser is the Producer and a Recipient Representative is a cost consultant of the Client or Agency, the Recipient shall secure its Representative’s express written agreement that it will not make any business or other use of, and will in perpetuity hold in strict confidence andconfidence, all Confidential Information acquired or learned by such Representative and shall not use or disclose such information except as otherwise expressly permitted in this Agreement. Prohibited uses and disclosures by such Representative include, but are not disclose limited to, uses for or disclosures to a competitor of the Producer and uses for or disclosures to any third party any other client or prospective client of such Representative, regardless of whether the Confidential Information is aggregated with other information or exploit such Confidential Information for its own benefit or not identified with the benefit of anotherProducer. Notwithstanding the foregoing, Producer Confidential Information may be disclosed to Recipient’s directorsthe Owner (unless an independent third party is required by the FTC/DOJ) for purposes permitted under this Agreement and disclosed, officerson an aggregate basis, employees, consultants, prospective lenders, to other Agency Affiliates provided: (i) the Owner and advisors each Agency Affiliate Recipient agrees to be bound by this Agreement; (including without limitation attorneys and accountantsii) (each, a “Representative” and collectively “Representatives”) who need access to Producer Confidential Information solely to be disclosed is at least three months old; (iii) Producer Confidential Information is aggregated with similar types of confidential information of at least 4 other commercial producers with whom the Agency or Agency Affiliate have contracted to produce commercials and who have consented in connection writing to have their confidential information aggregated and disclosed in accordance with the Purpose this procedure provided however that no aggregated producer confidential information represents more than 25% on a weighted basis of any statistic and prior further provided that all information is sufficiently aggregated such that it would not allow a Recipient to disclosure have been informed by Recipient of the confidential nature of identify the Confidential Information and have expressly agreed to abide by of the terms Producer or of this Agreementany other producer whose confidential information is aggregated. In any event and without exception, Recipient shall be responsible for the breach The obligations of confidentiality in this Agreement by do not extend to any Representative as if such breach were committed by Recipient itself. Recipient shall take, at its own cost and expense, all necessary steps to keep the item of Confidential Information strictly which (i) is publicly known at the time of its disclosure, (ii) is lawfully received by a Recipient from a third party not known to the Recipient to be under a similar confidential and agreement to prevent its Representatives from prohibited this Agreement or unauthorized disclosure or use under obligation of confidentiality to the Confidential Information. Recipient shall immediately notify Company upon discovery of any actual or suspected loss or unauthorized disclosure of the Confidential Information in breach of the terms hereof and shall take, at its sole cost and expense, all reasonable steps requested by Company to prevent, control or remedy any such loss or disclosure.Discloser,

Non-Use and Non-Disclosure. Recipient agrees to Recipients will not disclose, distribute, copy or use the Confidential Information only for the Purpose. Recipient agrees that at all times until the expiration or earlier termination of this Agreement in accordance with section 8 below, it will hold in strict confidence and, except as otherwise expressly permitted in this Agreement, not disclose to any third party any Confidential Information or exploit the fact that a Transaction is being considered or is under a production contract without the prior written consent of the other Party and then only to the extent specified in such consent. Confidential Information may be used only to the extent reasonably required for the purposes of evaluating, producing or carrying out the Transaction; provided however, that Recipients may only disclose the Confidential Information to those of its contractors, vendors, directors, officers, advisors, agents and employees ("Representatives") who need to know such Confidential Information for its own benefit the purpose of evaluating, performing or carrying out or producing the benefit of another. Notwithstanding Transaction and who shall be bound by a written agreement or other legally enforceable written obligations to preserve the foregoing, Confidential Information may be disclosed to Recipient’s directors, officers, employees, consultants, prospective lenders, and advisors (including without limitation attorneys and accountants) (each, a “Representative” and collectively “Representatives”) who need access to Confidential Information solely in connection with the Purpose and prior to disclosure have been informed by Recipient of the confidential nature confidentiality of the Confidential Information and have expressly agreed to abide by the terms of in a manner consistent with this Agreement. In any event and without exception, The Recipient shall will be responsible for the any breach of this Agreement by any it or its Representatives, whether or not such Representatives are associated with the Discloser at the time of the breach. Without limiting the foregoing, where the Discloser is the Producer and a Recipient Representative as if such breach were committed by Recipient itself. is a cost consultant of the Client or Agency, the Recipient shall takesecure its Representative’s express written agreement that it will not make any business or other use of, at its own cost and expensewill in perpetuity hold in confidence, all necessary steps Confidential Information acquired or learned by such Representative and shall not use or disclose such information except as permitted in this Agreement. Prohibited uses and disclosures by such Representative include, but are not limited to, uses for or disclosures to keep a competitor of the Producer and uses for or disclosures to any other client or prospective client of such Representative, regardless of whether the Confidential Information strictly is aggregated with other information or its not identified with the Producer. The obligations of confidentiality in this Agreement do not extend to any item of Confidential Information which (i) is publicly known at the time of its disclosure, (ii) is lawfully received by a Recipient from a third party not known to the Recipient to be under a similar confidential and agreement to prevent its Representatives from prohibited this Agreement or unauthorized disclosure under obligation of confidentiality to the Discloser, (iii) is published or use otherwise made known to the public by the Discloser of the Confidential Information. , (iv) was generated independently by the receiving Recipient shall immediately notify Company upon discovery of any actual or suspected loss or unauthorized disclosure of the without reliance on Confidential Information in breach (as proven by supporting documentation evidencing such independent generation) or (v) was received either prior to the Effective Date of this Agreement or was received for the terms hereof and shall take, at its sole cost and expense, all reasonable steps requested by Company to prevent, control first time only after the termination or remedy any such loss or disclosureexpiration of this Agreement.

Non-Use and Non-Disclosure. Recipient agrees not to use the Confidential Information only of Discloser for the Purposeany purpose except to exercise its rights and perform its obligations under this Agreement. Recipient agrees not to disclose any Confidential Information of Discloser to Recipient’s employees, except to those employees of Recipient with a need to know. Recipient agrees that it shall take reasonable measures to protect the secrecy of, and avoid disclosure and unauthorized use of, Discloser’s Confidential Information. Without limiting the foregoing, Recipient shall take at all times until least those measures to protect Discloser’s Confidential Information that it takes to protect its own most highly confidential information and shall ensure that its employees who have access to Discloser’s Confidential Information are bound by confidentiality obligations at least as protective of the expiration or earlier termination of this Agreement in accordance with section 8 below, it will hold in strict confidence and, except Confidential Information as otherwise expressly permitted those set forth in this Agreement, prior to any disclosure of Discloser’s Confidential Information to such employees. Recipient shall not disclose the Confidential Information to any third party any parties without Discloser’s prior consent. Confidential Information or exploit may only be disclosed to third-parties that need to know such information and, on the condition, that such third-party is subject to a written agreement with confidentiality obligations at least as protective of the Confidential Information for its own benefit or the benefit of anotheras those set forth in this Agreement. Notwithstanding the foregoing, Recipient may disclose such Confidential Information may to the extent it is required by applicable law to be disclosed by Recipient, provided that (to the maximum extent permitted by applicable law) Recipient gives Discloser written notice of such requirement prior to such disclosure and provides reasonable assistance to Recipient, upon request and at Recipient’s directors, officers, employees, consultants, prospective lenders, and advisors (including without limitation attorneys and accountants) (each, a “Representative” and collectively “Representatives”) who need access to Confidential Information solely in connection with the Purpose and prior to disclosure have been informed by Recipient of the confidential nature of the Confidential Information and have expressly agreed to abide by the terms of this Agreement. In any event and without exception, Recipient shall be responsible for the breach of this Agreement by any Representative as if such breach were committed by Recipient itself. Recipient shall take, at its own cost and expense, all necessary steps to keep in obtaining an order protecting the Confidential Information strictly confidential and to prevent its Representatives information from prohibited or unauthorized disclosure or use of public disclosure. For the Confidential Information. Recipient shall immediately notify Company upon discovery of any actual or suspected loss or unauthorized disclosure of the Confidential Information in breach of the terms hereof and shall take, at its sole cost and expense, all reasonable steps requested by Company to prevent, control or remedy any such loss or disclosure.avoidance of

Non-Use and Non-Disclosure. Recipient agrees to use the Confidential Information only for the Purpose. Recipient agrees that at all times until the expiration or earlier termination of this Agreement in accordance with section 8 below, it will hold maintain in strict confidence andand will not communicate, divulge or use any Participant Confidential Information which is communicated and/or transmitted to it by the Company or a Participant, subject to the exceptions of Section 3 below. As part of the confidential treatment required hereunder, Recipient agrees that no copies of Participant Confidential Information shall be made by Recipient except as otherwise expressly permitted authorized in writing by the Participant. Nothing in this Agreement, not disclose to any third party any Confidential Information or exploit such paragraph shall prohibit Recipient from using Participant Confidential Information for the sole purpose of participating in the Delivery Program. Recipient further agrees that it will (i) take all necessary steps to inform any of its own benefit employees, representatives or the benefit of another. Notwithstanding the foregoing, agents to whom Participant Confidential Information may be disclosed to of Recipient’s directors, officers, 's obligations hereunder and (ii) cause said employees, consultants, prospective lenders, representatives and advisors (including without limitation attorneys and accountants) (each, a “Representative” and collectively “Representatives”) who need access agents to Confidential Information solely in connection with the Purpose and prior agree to disclosure have been informed by Recipient of the confidential nature of the Confidential Information and have expressly agreed to abide be bound by the terms of this Agreement. In any event and without exception, Recipient shall be responsible for the breach either by signing a blank copy of this Agreement by any Representative as if such breach were committed by Recipient itselfor some other method acceptable to the Company. Recipient shall takeindemnify and hold the Company harmless from all costs, at its own cost expenses (including attorneys' fees, whether or not suit be brought), damages, losses or claims arising from or relating to any breach or default by any employee, representatives or agent of Recipient of any provision of this Agreement. Recipient agrees to notify the Company and expensethe Participant, all necessary steps to keep the as applicable, of any unauthorized use or disclosure of Participant Confidential Information strictly confidential and to take all actions reasonably necessary to prevent its Representatives from prohibited further authorized use or unauthorized disclosure or use thereof. The confidentiality obligations set forth in this Agreement shall continue to apply with respect to each item of the Confidential Information. Recipient shall immediately notify Company upon discovery of any actual or suspected loss or unauthorized disclosure of the Participant Confidential Information in breach until such item ceases (other than due to actions or failures of the terms hereof and shall take, at its sole cost and expense, all reasonable steps requested by Company Recipient) to prevent, control be secret or remedy any such loss or disclosureconfidential.

Non-Use and Non-Disclosure. Recipient agrees agrees: (i) to hold the Proprietary Information of Discloser in strict confidence and to take reasonable precautions to protect such Proprietary Information, including those required by law to protect trade secrets (which precautions shall be no less than those employed by Recipient to preserve the secrecy of its own confidential materials), (ii) not to make any use whatsoever at any time of any such Proprietary Information, except in use to work for Franchisee, (iii) not to copy such Proprietary Information, or reverse engineer or disassemble any products, technology or tangible objects that utilize such Proprietary Information, and (iv) not to disclose any such Proprietary Information or any information derived therefrom to any third party, except to those of Franchisee’s employees, officers and directors who have a legitimate “need to know” and are bound in writing to the Confidential Information only for the Purposerestrictions herein. Recipient agrees that at all times until the expiration not to disclose, communicate or earlier termination of this Agreement in accordance with section 8 below, it will hold in strict confidence and, except as otherwise expressly permitted in this Agreement, not disclose to divulge any third party any Confidential Information or exploit such Confidential Proprietary Information for its own benefit or the benefit of anotherRecipient or a third party. Notwithstanding Recipient will not divert or attempt to divert any Franchisor business or customer to any competitor or perform an act injurious to the foregoing, Confidential Information may be disclosed to Recipienttrademarks or the Franchisor’s directors, officers, employees, consultants, prospective lenders, and advisors (including without limitation attorneys and accountants) (each, a “Representative” and collectively “Representatives”) who need access to Confidential Information solely in connection with the Purpose and prior to disclosure have been informed by Recipient of the confidential nature of the Confidential Information and have expressly agreed to abide by the terms of this Agreement. In any event and without exception, Recipient shall be responsible for the breach of this Agreement by any Representative as if such breach were committed by Recipient itselfsystem. Recipient shall take, at its own cost and expense, all necessary steps to keep the Confidential Information strictly confidential and to prevent its Representatives from prohibited or unauthorized disclosure or use of the Confidential Information. Recipient shall immediately promptly notify Company Discloser upon discovery of any actual unauthorized use or suspected loss or unauthorized disclosure of the Confidential Information in Proprietary Information, or any other breach of the terms hereof this Agreement, and shall take, at will cooperate with Discloser in every reasonable way to help regain possession of such Proprietary Information and prevent its sole cost and expense, all reasonable steps requested by Company to prevent, control or remedy any such loss or disclosurefuture unauthorized use.

Non-Use and Non-Disclosure. Recipient agrees to use the Confidential Information only for the Purpose. Recipient agrees that at all times until the and notwithstanding any termination or expiration or earlier termination of this Agreement in accordance with section 8 below, it will hold in strict confidence and, except as otherwise expressly permitted in this Agreement, and not disclose to any third party any Confidential Information or exploit such Confidential Information for its own benefit or the benefit of anotheranother except as approved in writing in advance by Company. Notwithstanding Without limiting the foregoing, Recipient shall permit access to Confidential Information may be disclosed only to those of Recipient’s subsidiaries, directors, officers, employees, affiliates, consultants, prospective lendersindependent contractors, and agents or advisors (including without limitation attorneys attorneys, accountants, bankers, financial advisors and accountantsmembers of advisory boards) (eachcollectively, a “Representative” and collectively “Representatives”) having a need to know such information and who need access have signed, prior to the disclosure of Confidential Information solely in connection with the Purpose and prior to disclosure have been informed such Representative, confidentiality agreements or are otherwise bound by Recipient of the confidential nature of the Confidential Information and have expressly agreed to abide by the terms of this Agreementconfidentiality obligations at least as restrictive as those contained herein. In any event and without exception, Recipient shall be responsible for the breach of this Agreement by any Representative its Representatives as if such breach were committed by Recipient itself. Recipient shall take, at its own cost and expense, all necessary reasonable steps to keep the Confidential Information strictly confidential and to prevent its Representatives from prohibited or unauthorized disclosure or use of the Confidential Information. Recipient agrees to institute measures to protect the Confidential Information in a manner consistent with the measures it uses to protect its own most sensitive proprietary and confidential information, which shall not be less than a reasonable standard of care. Recipient shall immediately notify Company upon discovery of any actual or suspected loss or unauthorized disclosure of the Confidential Information in breach of the terms hereof and shall take, at its sole cost and expense, take all reasonable steps requested by Company to prevent, control or remedy any such loss or disclosure. Notwithstanding the foregoing, Recipient may disclose the Confidential Information to its current or prospective investors, lenders, partners, or acquirers as part of their due diligence investigations who need to know such information in connection with the Purpose and who are informed of the confidential nature of such information and of the terms of this Agreement.