Common use of Nonuse and Nondisclosure Clause in Contracts

Nonuse and Nondisclosure. During and after the term of this Agreement, Consultant will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Consultant will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the Company, or (ii) disclose the Confidential Information to any third party without the prior written consent of an authorized representative of Company, except that Consultant may disclose Confidential Information to any third party on a need-to-know basis for the purposes of Consultant performing the Services; provided, however, that such third party is subject to written non-use and non- disclosure obligations at least as protective of Company and the Confidential Information as this Article 2. Consultant may also disclose Confidential Information to the extent compelled by applicable law; provided however, prior to such disclosure, Consultant shall provide prior written notice to Company and seek a protective order or such similar confidential protection as may be available under applicable law. Notwithstanding anything to the contrary in this Agreement or in any terms or conditions attached hereto, should Consultant be compelled to disclose any Confidential Information by applicable law (whether in judicial or administrative proceedings or to comply with requirements otherwise imposed by any governmental or regulatory agency), Consultant shall disclose only that portion of the Confidential Information that is legally required, and shall not disclose any such Confidential Information to any other party other than the party to which Consultant is legally required to disclose the Confidential Information. Consultant agrees that no ownership of Confidential Information is conveyed to the Consultant. Without limiting the foregoing, Consultant shall not use or disclose any Company property, intellectual property rights, trade secrets or other proprietary know-how of the Company to invent, author, make, develop, design, or otherwise enable others to invent, author, make, develop, or design identical or substantially similar designs or products as those developed under this Agreement for any third party. Consultant agrees that Consultant’s obligations under this Section 2.B shall continue after the termination of this Agreement.

Nonuse and Nondisclosure. During and after the term of this AgreementTerm, Consultant will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Consultant will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Consulting Services on behalf of the Company, or ; (ii) subject to Consultant’s right to engage in Protected Activity (as defined below), disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the Company, except that Consultant may disclose Confidential Information to any third party on a need-to-know basis for the purposes of Consultant performing the Consulting Services; provided, however, that such third party is subject to written non-use and non- non-disclosure obligations at least as protective of Company and the Confidential Information as this Article 2Section 9; or (iii) place any Confidential Information obtained for the first time after the date hereof on any personal device without the express written permission of the Company. Consultant may also disclose Confidential Information to the extent compelled required by applicable law; provided however, prior to such disclosure, Consultant shall provide prior written notice to the Company and so that the Company may elect to seek a protective order or such similar confidential protection as may be available under applicable law. Notwithstanding anything to the contrary in this Agreement or in any terms or conditions attached hereto, should Consultant be compelled to disclose any Confidential Information by applicable law (whether in judicial or administrative proceedings or to comply with requirements otherwise imposed by any governmental or regulatory agency)provided further, Consultant shall disclose only that portion of the Confidential Information that is legally required, and such written notice shall not disclose any such Confidential Information to any other party other than the party to which Consultant is legally be required in connection with information required to disclose be provided in connection with the Confidential InformationDelaware Litigation. Consultant agrees that no ownership of Confidential Information is conveyed to the Consultant. Without limiting the foregoing, Consultant shall not use or disclose any Company property, intellectual property rights, trade secrets or other proprietary know-how of the Company to invent, author, make, develop, design, or otherwise enable others to invent, author, make, develop, or design identical or substantially similar designs or products as those developed under this Agreement for any third party. Consultant agrees that Consultant’s obligations under this Section 2.B 9.B shall continue after the termination of this Agreement. For the avoidance of doubt, nothing in this Agreement is intended to prevent Consultant from providing Confidential Information or other information in response to Legal Requirements in connection with (a) the Delaware Litigation or (b) any Legal Proceeding if such Legal Proceeding has not been initiated by, on behalf of or at the direct or indirect suggestion of such party or any of its representatives; provided, however, that in the event any party or any of its representatives receives such Legal Requirement, such party shall give prompt written notice of such Legal Requirement to the other party (except (i) Legal Requirements in connection with the Delaware Litigation or (ii) where such notice would be legally prohibited or not practicable); and provided further that nothing in this Agreement precludes Consultant from providing his attorneys information about this Agreement, the negotiations that led to this Agreement, or the Non-Disclosure Agreement the Parties entered in connection with negotiating this Agreement.

Nonuse and Nondisclosure. During and after Consultant agrees that for a period of ten (10) years from the term termination of this Agreement, Consultant will hold in the strictest confidence, strict confidence and take all reasonable precautions not disclose to prevent any unauthorized use or disclosure of third party any Confidential Information, and except as approved in writing by Company; provided, however, that Consultant will shall not be obligated to treat as confidential, any Confidential Information that Consultant can prove through written documentation that (i) is known or made available to the public or otherwise is in the public domain at the time of disclosure by Company to Consultant, (ii) becomes part of the public domain after disclosure by Company to Consultant by any means except through breach of this Agreement by Consultant, or by a third party under an obligation of confidentiality to Company, or (iii) has been otherwise known by Consultant prior to communication by Company to Consultant of such information. (a) Consultant shall not use the any Confidential Information provided to Consultant for any reason or purpose whatsoever other than as necessary for the performance of the Services on behalf of the Company, or (ii) disclose and shall make no other use of the Confidential Information. Consultant agrees that, as between Company and Consultant, all Confidential Information will remain the sole property of Company. Consultant also agrees to take all necessary and reasonable precautions to prevent any third party without the unauthorized disclosure of such Confidential Information. Without Company’s prior written consent of an authorized representative of Companyapproval, except that Consultant may disclose Confidential Information the existence, but not the terms, of this Agreement to any third party on parties. (b) In the event a need-to-know basis for the purposes of court or governmental agency legally compels Consultant performing the Services; provided, however, that such third party is subject to written non-use and non- disclosure obligations at least as protective of Company and the Confidential Information as this Article 2. Consultant may also disclose Confidential Information to the extent compelled by applicable law; provided however, prior to such disclosureInformation, Consultant shall provide prior written notice to promptly inform Company and of the compelled disclosure, so that Company may seek a protective order or such similar confidential protection as may be available under applicable law. Notwithstanding anything other remedy, and Consultant agrees to the contrary in this Agreement or cooperate with Company in any terms proceeding to obtain a protective order or conditions attached heretoother remedy. If, should in the absence of a protective order or other remedy, Consultant be is nonetheless, in the opinion of Consultant’s legal counsel, compelled to disclose any Confidential Information by applicable law (whether in judicial or administrative proceedings or to comply with requirements otherwise imposed by any governmental or regulatory agency)Information, Consultant shall may disclose only that portion of the Confidential Information that is legally required, and shall not disclose any such Confidential Information to any other party other than the party to which counsel advises Consultant is legally required to disclose the Confidential Informationbe disclosed. Consultant agrees that no ownership of Confidential Information is conveyed to the Consultant. Without limiting the foregoingIn such an event, Consultant shall not use or disclose any give to Company property, intellectual property rights, trade secrets or other proprietary know-how written notice of the Company Confidential Information to inventbe disclosed as far in advance of its disclosure as is practicable and, authorupon Company’s request, make, develop, design, or otherwise enable others Consultant shall use reasonable commercial efforts to invent, author, make, develop, or design identical or substantially similar designs or products as those developed under this Agreement for any third party. Consultant agrees obtain assurances that Consultant’s obligations under this Section 2.B shall continue after the termination of this Agreementconfidential treatment will be accorded to such information.

Nonuse and Nondisclosure. During and after the term of this Agreement3.1. Except as otherwise set forth herein, Consultant will hold in the strictest confidence, and take all reasonable precautions to prevent Recipient shall not use any unauthorized use or disclosure of Confidential Information, and Consultant will not (i) use the Confidential Information of Discloser for any purpose whatsoever other than as necessary for except to evaluate and engage in discussions concerning the performance Opportunity. Recipient shall not disclose any Confidential Information of the Services on behalf of the CompanyDiscloser to third parties or to Recipient’s employees, or (ii) except that, subject to Section 4 below, Recipient may disclose the Discloser’s Confidential Information to any third party without those members, managers, officers, employees, limited partners, financing sources, counsel, investment bankers, and other advisors and other representatives (collectively, “Representatives”) of Recipient who it is deemed necessary by Recipient to have the prior written consent of an authorized representative of Companyinformation in order to evaluate or engage in discussions concerning the Opportunity, except that Consultant subject to such Representatives being informed of, and agreeing to, the obligations herein. Further, Recipient may disclose Confidential Information to any third party on a need-to-know basis its consultants or advisors for the purposes purpose of Consultant performing evaluating and/or engaging in the Services; providedOpportunity, however, that but only if such third party is subject consultants agree in writing to written non-use and non- disclosure obligations at least as protective maintain the confidentiality of Company and the Confidential Information as this Article 2. Consultant may also disclose Confidential Information to the extent compelled by applicable law; provided however, prior to such disclosure, Consultant shall provide prior written notice to Company and seek a protective order or such similar confidential protection as may be available under applicable law. Notwithstanding anything to the contrary information in accordance with this Agreement or in any terms or conditions attached heretoare otherwise required to protect confidential information pursuant to professional obligations (e.g., should Consultant be compelled to disclose any Confidential Information by applicable law attorneys). For the purposes hereof, Representative shall also include such Party’s Affiliates and its and their directors, officers, managers, members, limited partners, financing sources, employees, partners, agents, advisors (whether in judicial or administrative proceedings or to comply with requirements otherwise imposed by any governmental or regulatory agencyincluding, without limitation, financial advisors, counsel and accountants), Consultant and controlling Persons and the term the term "Person" shall disclose only that portion be broadly interpreted to include, without limitation, any individual, corporation, company, partnership, trust, association, other entity or group. 3.2. The Discloser intends to maintain the confidentiality, common interest, and/or privilege of the Confidential Information it provides to the Recipient. The Parties agree that the disclosure of Confidential Information by Discloser to Recipient hereunder is legally required, not intended to and shall not disclose constitute a waiver of any applicable attorney-client privilege, work product protection, common interest, and/or any other applicable privilege or immunity belonging to Discloser that would otherwise apply to such Confidential Information, but is being made so that Recipient may evaluate the Opportunity. Any violation of the terms of this Agreement by Recipient or any of its Representatives, including, but not limited to, any inadvertent disclosure of Discloser’s Confidential Information to any other party person or entity other than the party Recipient’s Representatives, shall not be deemed to which Consultant is legally required destroy or waive any applicable attorney-client privilege, work product privilege, common interest, and/or any other applicable privilege or immunity belonging to disclose the Discloser that would otherwise apply to such Confidential Information. Consultant agrees that no ownership Upon the discovery of any disclosure of Confidential Information is conveyed to the Consultant. Without limiting the foregoing, Consultant shall not use or disclose any Company property, intellectual property rights, trade secrets or other proprietary know-how of the Company to invent, author, make, develop, design, or otherwise enable others to invent, author, make, develop, or design identical or substantially similar designs or products as those developed under this Agreement for any third party. Consultant agrees that Consultant’s obligations under this Section 2.B shall continue after the termination in violation of this Agreement, each Party shall undertake best efforts to restore the confidentiality, privilege, and/or immunity to that disclosed Confidential Information, including the retrieval of all copies thereof.

Nonuse and Nondisclosure. During and after Consultant will not, during or subsequent to the term Term (as defined below) of this Agreement, Consultant will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Consultant will not : (ia) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the Company, ; or (iib) disclose the Confidential Information to any third party party, without the prior written consent of an authorized representative of the Company, ; except that Consultant may disclose Confidential Information to any third party on a need-to-employees or consultants of the Company who need to know basis such Confidential Information for the purposes of Consultant performing the Services; providedprovided that, howeverprior to any such disclosure, that each such third party employee or consultant of the Company is subject to written non-use and non- non-disclosure obligations at least as protective of the Company and the Confidential Information as this Article Section 2. Consultant agrees that, as between the Company and Consultant, all Confidential Information will remain the sole property of the Company. Consultant also agrees to hold in the strictest confidence and take all necessary and reasonable precautions to prevent any unauthorized disclosure or use of such Confidential Information. Without the Company’s prior written approval, Consultant may disclose this Agreement to third parties. Anything to the contrary notwithstanding, Consultant may also disclose Confidential Information to the extent such disclosure is compelled by applicable lawa court of competent jurisdiction; provided howeverthat Consultant (x) promptly (and in any event, prior to such disclosure) notifies the Company of such requirement, Consultant shall provide prior written notice (y) uses his/her best efforts to assist Company and seek in seeking a protective order or such similar confidential protection as may be available under applicable law. Notwithstanding anything to the contrary in this Agreement or in any terms or conditions attached heretoavailable, should Consultant be compelled to disclose any Confidential Information by applicable law and (whether in judicial or administrative proceedings or to comply with requirements otherwise imposed by any governmental or regulatory agency), Consultant shall disclose z) only discloses that portion of the Confidential Information that is legally requiredrequired to be disclosed, and shall not disclose any such Confidential Information maintains its confidentiality protection for all other purposes other than such legally compelled disclosure. Consultant acknowledges that the use or disclosure of Confidential Information without the Company’s express written permission may cause the Company irreparable harm and that, if so, any breach or threatened breach of this Section 2 by Consultant will entitle the Company to seek to obtain injunctive relief and reasonable attorneys’ fees, in addition to any other party other than the party legal remedies available to which Consultant is legally required to disclose the Confidential Information. Consultant agrees that no ownership it, in any court of Confidential Information is conveyed to the Consultant. Without limiting the foregoing, Consultant shall not use or disclose any Company property, intellectual property rights, trade secrets or other proprietary know-how of the Company to invent, author, make, develop, design, or otherwise enable others to invent, author, make, develop, or design identical or substantially similar designs or products as those developed under this Agreement for any third party. Consultant agrees that Consultant’s obligations under this Section 2.B shall continue after the termination of this Agreementcompetent jurisdiction.

Nonuse and Nondisclosure. During and after Consultant will not, during or subsequent to the term Term (as defined below) of this Agreement, Consultant will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Consultant will not : (ia) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the Company; (b) use any Confidential Information to apply for, secure or perfect any intellectual property rights; (c) attempt to modify or reverse engineer (or otherwise determine the chemical structure or sequence of) any Confidential Information without the prior written consent of Company or (iid) disclose the Confidential Information to any third party party, without the prior written consent of an authorized representative of the Company. Consultant agrees that, except that as between the Company and Consultant, all Confidential Information will remain the sole property of the Company. Consultant also agrees to hold in the strictest confidence and take all necessary and reasonable precautions to prevent any unauthorized disclosure or use of such Confidential Information. Anything to the contrary notwithstanding, Consultant may disclose Confidential Information to any third party on a need-to-know basis for the purposes of Consultant performing the Services; provided, however, that such third party is subject to written non-use and non- disclosure obligations at least as protective of Company and the Confidential Information as this Article 2. Consultant may also disclose Confidential Information to the extent such disclosure is compelled by applicable law, rule, regulation or a court of competent jurisdiction; provided howeverthat Consultant (x) promptly (and in any event, prior to such disclosure) notifies the Company in writing of such requirement, Consultant shall provide prior written notice (y) uses his/her/their best efforts to assist Company and seek in challenging or limiting such disclosure or seeking a protective order or such similar confidential protection as may be available under applicable law. Notwithstanding anything to the contrary in this Agreement or in any terms or conditions attached heretoavailable, should Consultant be compelled to disclose any Confidential Information by applicable law and (whether in judicial or administrative proceedings or to comply with requirements otherwise imposed by any governmental or regulatory agency), Consultant shall disclose z) only discloses that portion of the Confidential Information that is legally requiredrequired to be disclosed. For the avoidance of doubt, and shall not disclose any such Confidential Information maintains its confidentiality protection for all other purposes other than such legally-compelled disclosure. Consultant acknowledges that the use or disclosure of Confidential Information without the Company’s express written permission may cause the Company irreparable harm and that any breach or threatened breach of this Section 2 by Consultant will entitle the Company to seek to obtain injunctive relief and reasonable attorneys’ fees, in addition to any other party other than the party legal remedies available to which Consultant is legally required it, in any court of competent jurisdiction without having to disclose the Confidential Information. Consultant agrees that no ownership of Confidential Information is conveyed to the Consultant. Without limiting the foregoing, Consultant shall not use prove actual damages or disclose any Company property, intellectual property rights, trade secrets or other proprietary know-how of the Company to invent, author, make, develop, design, or otherwise enable others to invent, author, make, develop, or design identical or substantially similar designs or products as those developed under this Agreement for any third party. Consultant agrees that Consultant’s obligations under this Section 2.B shall continue after the termination of this Agreementpost a bond.

Nonuse and Nondisclosure. During and after the term of this Agreement, Consultant will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Consultant will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the Company, or (ii) subject to Consultant’s right to engage in Protected Activity (as defined below), disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the Company, except that Consultant may disclose Confidential Information to any third party employees of Consultant and/or employees or consultants of the Company; in each case on a need-to-know basis for the purposes of Consultant performing the Services; provided, however, that such third party employee of Consultant and/or employee or consultant of the Company is subject to written non-use and non- non-disclosure obligations at least as protective of Company and the Confidential Information as this Article Section 2. Consultant may also disclose Confidential Information to the extent compelled by applicable law; provided however, prior to such disclosure, Consultant shall provide prior written notice to Company and seek a protective order or such similar confidential protection as may be available under applicable law. Notwithstanding anything to the contrary in this Agreement or in any terms or conditions attached hereto, should Consultant be compelled to disclose any Confidential Information by applicable law (whether in judicial or administrative proceedings or to comply with requirements otherwise imposed by any governmental or regulatory agency), Consultant shall disclose only that portion of the Confidential Information that is legally required, and shall not disclose any such Confidential Information to any other party other than the party to which Consultant is legally required to disclose the Confidential Information. Consultant agrees that no ownership of Confidential Information is conveyed to the Consultant. Without limiting the foregoing, Consultant shall not use or disclose any Company property, intellectual property rights, trade secrets or other proprietary know-how of the Company to invent, author, make, develop, design, or otherwise enable others to invent, author, make, develop, or design identical or substantially similar designs or products as those developed under this Agreement for any third party. Consultant agrees that Consultant’s obligations under this Section 2.B shall continue after the termination of this Agreement.

Nonuse and Nondisclosure. During and after the term Term of this Agreement, Consultant the receiving party will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of the disclosing party's Confidential Information, and Consultant will not (i) MPAY will not use the Company Confidential Information for any purpose whatsoever other than as necessary for the performance of the MPAY Services on behalf of the Company, or and (ii) the receiving party will not disclose the Confidential Information of the disclosing party to any third party without the prior written consent of an authorized representative of Companythe disclosing party, except that Consultant the receiving party may disclose the disclosing party's Confidential Information to any third party on a need-to-know basis for the purposes of Consultant performing the Servicesthis Agreement; provided, however, that such third party is subject to written non-use and non- non-disclosure obligations at least as protective of Company the disclosing party and the disclosing party's Confidential Information as set forth in this Article 2Section 5. Consultant The receiving party may also disclose Confidential Information of the disclosing party to the extent compelled by applicable law; provided however, prior to such disclosure, Consultant the receiving party shall provide prior written notice to Company and the disclosing party (if permitted by law) permitting the disclosing party (if it desires) to seek a protective order or such similar confidential protection as may be available under applicable law. Notwithstanding anything the foregoing, each party may disclose the terms and conditions of this Agreement: (1) as required by applicable securities laws, including requirements to file a copy of this Agreement (redacted to the contrary extent reasonably permitted by applicable law), or to disclose information regarding the provisions hereof or performance hereunder to applicable regulatory authorities, (2) in confidence, to legal counsel; (3) in confidence, to accountants, banks, and financing sources and their advisors who are subject to reasonable confidentiality restrictions for the purposes for which they are receiving the information; and (4) in connection with the enforcement of this Agreement or in any terms or conditions attached hereto, should Consultant be compelled to disclose any Confidential Information by applicable law (whether in judicial or administrative proceedings or to comply with requirements otherwise imposed by any governmental or regulatory agency), Consultant shall disclose only that portion of the Confidential Information that is legally required, and shall not disclose any such Confidential Information to any other party other than the party to which Consultant is legally required to disclose the Confidential Information. Consultant agrees that no ownership of Confidential Information is conveyed to the Consultant. Without limiting the foregoing, Consultant shall not use or disclose any Company property, intellectual property rights, trade secrets or other proprietary know-how of the Company to invent, author, make, develop, design, or otherwise enable others to invent, author, make, develop, or design identical or substantially similar designs or products as those developed under this Agreement for any third party. Consultant agrees that Consultant’s obligations under this Section 2.B shall continue after the termination of this Agreementrights hereunder.

Nonuse and Nondisclosure. During and after Consultant will not, during or subsequent to the term Term (as defined below) of this Agreement, Consultant will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Consultant will not : (ia) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the Company, ; or (iib) disclose the Confidential Information to any third party party, without the prior written consent of an authorized representative of the Company, ; except that Consultant may disclose Confidential Information to any third party on a need-to-employees of Consultant and/or employees or consultants of the Company; in each case, who need to know basis such Confidential Information for the purposes of Consultant performing the Services; providedServices who, howeverprior to any such disclosure, that such third party is are subject to written nonuse and non-use and non- disclosure obligations at least as protective of the Company and the Confidential Information as this Article Section 2. Consultant agrees that, as between the Company and Consultant, all Confidential Information will remain the sole property of the Company. Consultant also agrees to hold in the strictest confidence, and take all necessary and reasonable precautions to prevent any unauthorized disclosure or use of such Confidential Information. Without the Company’s prior written approval, Consultant may disclose the existence, but not the terms, of this Agreement to third parties. Anything to the contrary notwithstanding, Consultant may also disclose Confidential Information to the extent such disclosure is compelled by applicable lawa court of competent jurisdiction; provided howeverthat Consultant (x) promptly (and in any event, prior to such disclosure) notifies the Company of such requirement, Consultant shall provide prior written notice (y) uses its best efforts to assist Company and seek in seeking a protective order or such similar confidential protection as may be available under applicable law. Notwithstanding anything to the contrary in this Agreement or in any terms or conditions attached heretoavailable, should Consultant be compelled to disclose any Confidential Information by applicable law and (whether in judicial or administrative proceedings or to comply with requirements otherwise imposed by any governmental or regulatory agency), Consultant shall disclose z) only discloses that portion of the Confidential Information that is legally required, and shall not disclose any such required to be disclosed. Consultant acknowledges that the use or disclosure of Confidential Information without the Company’s express written permission will cause the Company irreparable harm and that any breach or threatened breach of this Section 2 by Consultant will entitle the Company to seek injunctive relief and reasonable attorneys’ fees, in addition to any other party other than the party legal remedies available to which Consultant is legally required to disclose the Confidential Information. Consultant agrees that no ownership it, in any court of Confidential Information is conveyed to the Consultant. Without limiting the foregoing, Consultant shall not use or disclose any Company property, intellectual property rights, trade secrets or other proprietary know-how of the Company to invent, author, make, develop, design, or otherwise enable others to invent, author, make, develop, or design identical or substantially similar designs or products as those developed under this Agreement for any third party. Consultant agrees that Consultant’s obligations under this Section 2.B shall continue after the termination of this Agreementcompetent jurisdiction.

Nonuse and Nondisclosure. During and after Consultant agrees that for a period of ten (10) years from the term termination of this Agreement, Consultant will hold in strict confidence and not disclose to any third party any Confidential Information, except as approved in writing by Company; provided, however, that Consultant shall not be obligated to treat as confidential, any Confidential Information that (i) is known or made available to the strictest confidencepublic or otherwise is in the public domain at the time of disclosure by Company to Consultant, (ii) becomes part of the public domain after disclosure by Company to Consultant by any means except through breach of this Agreement by Consultant, or by a third party under an obligation of confidentiality to Company, or (iii) has been otherwise known by Consultant prior to communication by Company to Consultant of such information. ​ Confidential Page 1 Form Modified September 2020 ​ (a) Consultant shall not use any Confidential Information provided to Consultant for any reason or purpose other than the performance of Services on behalf of Company, and shall make no other use of the Confidential Information. Consultant agrees that, as between Company and Consultant, all Confidential Information will remain the sole property of Company. Consultant also agrees to take all necessary and reasonable precautions to prevent any unauthorized use or disclosure of such Confidential Information. Without Company’s prior written approval, Consultant may disclose the existence, but not the terms, of this Agreement to third parties. (b) In the event a court or governmental agency legally compels Consultant to disclose Confidential Information, and Consultant will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance shall promptly inform Company of the Services on behalf of the Company, or (ii) disclose the Confidential Information to any third party without the prior written consent of an authorized representative of Company, except that Consultant may disclose Confidential Information to any third party on a need-to-know basis for the purposes of Consultant performing the Services; provided, however, that such third party is subject to written non-use and non- disclosure obligations at least as protective of Company and the Confidential Information as this Article 2. Consultant may also disclose Confidential Information to the extent compelled by applicable law; provided however, prior to such disclosure, Consultant shall provide prior written notice to so that Company and may seek a protective order or such similar confidential protection as may be available under applicable law. Notwithstanding anything other remedy, and Consultant agrees to the contrary in this Agreement or cooperate with Company in any terms proceeding to obtain a protective order or conditions attached heretoother remedy. If, should in the absence of a protective order or other remedy, Consultant be is nonetheless, in the opinion of Consultant’s legal counsel, compelled to disclose any Confidential Information by applicable law (whether in judicial or administrative proceedings or to comply with requirements otherwise imposed by any governmental or regulatory agency)Information, Consultant shall may disclose only that portion of the Confidential Information that is legally required, and shall not disclose any such Confidential Information to any other party other than the party to which counsel advises Consultant is legally required to disclose the Confidential Informationbe disclosed. Consultant agrees that no ownership of Confidential Information is conveyed to the Consultant. Without limiting the foregoingIn such an event, Consultant shall not use or disclose any give to Company property, intellectual property rights, trade secrets or other proprietary know-how written notice of the Company Confidential Information to inventbe disclosed as far in advance of its disclosure as is practicable and, authorupon Company’s request, make, develop, design, or otherwise enable others Consultant shall use reasonable commercial efforts to invent, author, make, develop, or design identical or substantially similar designs or products as those developed under this Agreement for any third party. Consultant agrees obtain assurances that Consultant’s obligations under this Section 2.B shall continue after the termination of this Agreementconfidential treatment will be accorded to such information.

Nonuse and Nondisclosure. During and after the term of this Agreement, Consultant The receiving party will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Consultant will not (i) use the Confidential Information for any purpose whatsoever other than as necessary of the disclosing party solely for the performance Purpose, but not to the detriment of the Services on behalf disclosing party or the benefit of the Company, or (ii) disclose a third party. The receiving party will hold the Confidential Information to any third of the disclosing party in strict confidence, and will not, without the prior written consent of an authorized representative of Companythe disclosing party, except that Consultant may copy, or provide or disclose Confidential Information to any third party on a need-to-know basis for the purposes of Consultant performing the Servicesparty, all or any portion thereof; provided, however, that such third party is subject to written non-use and non- disclosure obligations at least as protective of Company and the Confidential Information as this Article 2. Consultant may also disclose Confidential Information that, to the extent compelled by applicable law; provided howeverreasonably necessary for the receiving party to engage in discussions with the disclosing party concerning the Purpose, prior to such disclosure, Consultant shall provide prior written notice to Company and seek a protective order or such similar confidential protection as the receiving party may be available under applicable law. Notwithstanding anything to the contrary in this Agreement or in any terms or conditions attached hereto, should Consultant be compelled to disclose any Confidential Information by applicable law (whether in judicial or administrative proceedings or to comply with requirements otherwise imposed by any governmental or regulatory agency), Consultant shall disclose only that portion make tangible copies of the Confidential Information that is legally required, and shall not disclose any such Confidential Information to any other party other than the party to which Consultant is legally required to disclose the Confidential Information. Consultant agrees ; provided, further, however, that no ownership of Confidential Information is conveyed all such copies shall be subject in all respects to the Consultantprovisions of Section 5 (Return of Documents) hereof. Without limiting the foregoing, Consultant the receiving party will protect Confidential Information of the disclosing party from reproduction, use, or disclosure other than as permitted herein, including but not limited to taking all steps that the receiving party takes to protect its own information that it considers confidential, proprietary, and/or trade secret. The receiving party may disclose Confidential Information of the disclosing party to the employees, officers, directors, and agents (collectively, "Representatives") of the receiving party with a bona fide need to know such Confidential Information, but only to the extent necessary for the receiving party to work on the Purpose; provided, however, that, prior to any such disclosure to the applicable Representative, disclosing party represents that each such Representative shall not be bound by restrictions on use and disclosure at least as protective of such Confidential Information as those imposed on the receiving party herein, without any right of further disclosure, and the receiving party remains responsible for procuring that its Representatives comply with such restrictions. The receiving party shall be liable for any damage caused by or resulting from any unauthorized disclosure or use of the Confidential Information by the receiving party's Representatives. If the receiving party becomes obliged to disclose such Confidential Information to any Company propertygovernmental authority, intellectual property rightscourt, trade secrets or other proprietary know-how tribunal or applicable securities exchange, the receiving party promptly shall notify the disclosing party, to the extent reasonably practicable under the circumstances and not otherwise prohibited by applicable law, so that the disclosing party may seek an appropriate protective order or other remedy to resist or narrow the scope of the Company required disclosure. In the absence of such a protective order or other remedy, the receiving party shall limit any such disclosure to inventsuch portion of the Confidential Information as is required by laws or the rules of any applicable securities exchange to be disclosed and take reasonable steps in any such disclosure to have the entity requiring such disclosure to protect to the greatest extent possible the confidentiality of all information so disclosed. Any such disclosure by the receiving party shall in no event otherwise change, authoralter or diminish the confidential, makeproprietary, develop, designand/or trade secret status of such Confidential Information, or otherwise enable others to inventtreatment as such by the receiving party, author, make, develop, or design identical or substantially similar designs or products as those developed under this Agreement for any third party. Consultant agrees that Consultant’s obligations under this Section 2.B shall continue after the termination of this Agreement.

Nonuse and Nondisclosure. During and after Consultant agrees that for a period of ten (10) years from the term termination of this Agreement, Consultant will hold in strict confidence and not disclose to any third party any Confidential Information, except as approved in writing by Company; provided, however, that Consultant shall not be obligated to treat as confidential, any Confidential Information that Consultant can prove through written documentation that (i) is known or made available to the strictest confidencepublic or otherwise is in the public domain at the time of disclosure by Company to Consultant, (ii) becomes part of the public domain after disclosure by Company to Consultant by any means except through breach of this Agreement by Consultant, or by a third party under an obligation of confidentiality to Company, or (iii) has been otherwise known by Consultant prior to communication by Company to Consultant of such information. Confidential Page 1 Form Modified September 2020 (a) Consultant shall not use any Confidential Information provided to Consultant for any reason or purpose other than the performance of Services on behalf of Company, and shall make no other use of the Confidential Information. Consultant agrees that, as between Company and Consultant, all Confidential Information will remain the sole property of Company. Consultant also agrees to take all necessary and reasonable precautions to prevent any unauthorized use or disclosure of such Confidential Information. Without Company’s prior written approval, Consultant may disclose the existence, but not the terms, of this Agreement to third parties. (b) In the event a court or governmental agency legally compels Consultant to disclose Confidential Information, and Consultant will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance shall promptly inform Company of the Services on behalf of the Company, or (ii) disclose the Confidential Information to any third party without the prior written consent of an authorized representative of Company, except that Consultant may disclose Confidential Information to any third party on a need-to-know basis for the purposes of Consultant performing the Services; provided, however, that such third party is subject to written non-use and non- disclosure obligations at least as protective of Company and the Confidential Information as this Article 2. Consultant may also disclose Confidential Information to the extent compelled by applicable law; provided however, prior to such disclosure, Consultant shall provide prior written notice to so that Company and may seek a protective order or such similar confidential protection as may be available under applicable law. Notwithstanding anything other remedy, and Consultant agrees to the contrary in this Agreement or cooperate with Company in any terms proceeding to obtain a protective order or conditions attached heretoother remedy. If, should in the absence of a protective order or other remedy, Consultant be is nonetheless, in the opinion of Consultant’s legal counsel, compelled to disclose any Confidential Information by applicable law (whether in judicial or administrative proceedings or to comply with requirements otherwise imposed by any governmental or regulatory agency)Information, Consultant shall may disclose only that portion of the Confidential Information that is legally required, and shall not disclose any such Confidential Information to any other party other than the party to which counsel advises Consultant is legally required to disclose the Confidential Informationbe disclosed. Consultant agrees that no ownership of Confidential Information is conveyed to the Consultant. Without limiting the foregoingIn such an event, Consultant shall not use or disclose any give to Company property, intellectual property rights, trade secrets or other proprietary know-how written notice of the Company Confidential Information to inventbe disclosed as far in advance of its disclosure as is practicable and, authorupon Company’s request, make, develop, design, or otherwise enable others Consultant shall use reasonable commercial efforts to invent, author, make, develop, or design identical or substantially similar designs or products as those developed under this Agreement for any third party. Consultant agrees obtain assurances that Consultant’s obligations under this Section 2.B shall continue after the termination of this Agreementconfidential treatment will be accorded to such information.

Nonuse and Nondisclosure. During and after Consultant, during or subsequent to the term of this Agreement, Consultant will hold in the strictest confidence, (a) has not used and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Consultant will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the Company, or Client and (iib) has not disclosed and will not disclose the Confidential Information to any third party party. Consultant agrees that, as between the Client and Consultant, all Confidential Information will remain the sole property of the Client. Consultant also agrees to take all necessary and reasonable precautions to prevent any unauthorized disclosure of such Confidential Information. If during the provision of Services hereunder, Consultant receives, observes or otherwise comes into possession of information that is protected by privacy laws in any country, including without limitation, the Health Insurance Portability and Accountability Act of 1996 (as may be amended from time to time) in the US or the General Data Protection Regulation 2016/679 in the EU, the parties agree that such information is the Confidential Information of Client, and Consultant agrees to fully comply with such laws, including without limitation, maintaining the confidentiality of any protected information. Without the Client’s prior written consent of an authorized representative of Companyapproval, except that Consultant may disclose Confidential Information the existence, but not the terms, of this Agreement to any third party on a need-to-know basis for parties. Anything to the purposes of Consultant performing the Services; providedcontrary notwithstanding, however, that such third party is subject to written non-use and non- disclosure obligations at least as protective of Company and the Confidential Information as this Article 2. Consultant may also disclose Confidential Information to the extent compelled such disclosure is required by applicable law; a court of competent jurisdiction and provided howeverthat Consultant promptly notifies the Client of such requirement. Consultant acknowledges that the use or disclosure of Confidential Information without the Client’s express written permission will cause the Client irreparable harm and that any material breach or threatened material breach of this Agreement by Consultant will entitle the Client to seek injunctive relief and reasonable attorneys’ fees, prior in addition to such disclosureany other legal remedies available to it, Consultant shall provide prior written notice to Company and seek a protective order or such similar confidential protection as may be available under applicable lawin any court of competent jurisdiction. Notwithstanding anything the foregoing nondisclosure obligations, pursuant to the contrary in this Agreement or in any terms or conditions attached hereto, should Consultant be compelled to disclose any Confidential Information by applicable law (whether in judicial or administrative proceedings or to comply with requirements otherwise imposed by any governmental or regulatory agency18 U.S.C. Section 1833(b), Consultant shall disclose only that portion will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of the Confidential Information a trade secret that is legally requiredmade: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and shall not disclose any such Confidential Information to any other party other than solely for the party to which Consultant is legally required to disclose the Confidential Information. Consultant agrees that no ownership purpose of Confidential Information is conveyed to the Consultant. Without limiting the foregoing, Consultant shall not use reporting or disclose any Company property, intellectual property rights, trade secrets investigating a suspected violation of law; or (2) in a complaint or other proprietary know-how of the Company to inventdocument filed in a lawsuit or other proceeding, author, make, develop, design, or otherwise enable others to invent, author, make, develop, or design identical or substantially similar designs or products as those developed if such filing is made under this Agreement for any third party. Consultant agrees that Consultant’s obligations under this Section 2.B shall continue after the termination of this Agreementseal.

Nonuse and Nondisclosure. During and after the term of this Agreement, Consultant will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Consultant will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the Company, Company or (ii) disclose the Confidential Information to any third party without the prior written consent of an authorized representative of Company, except that Consultant may disclose Confidential Information to any third party on a need-to-know basis for the purposes of Consultant performing the Services; provided, however, that such third party is subject to written non-use and non- disclosure obligations at least as protective of Company and the Confidential Information as this Article 2. Consultant may also disclose Confidential Information to the extent compelled by applicable law; provided however, prior to such disclosure, Consultant shall provide prior written notice to Company and seek a protective order or such similar confidential protection as may be available under applicable law. Notwithstanding anything to the contrary in this Agreement or in any terms or conditions attached hereto, should Consultant be compelled to disclose any Confidential Information by applicable law (whether in judicial or administrative proceedings or to comply with requirements otherwise imposed by any governmental or regulatory agency), Consultant shall disclose only that portion of the Confidential Information that is legally required, and shall not disclose any such Confidential Information to any other party other than the party to which Consultant is legally required to disclose the Confidential Information. Consultant agrees that no ownership of Confidential Information is conveyed to the Consultant. Without limiting the foregoing, Consultant shall not use or disclose any Company property, intellectual property rights, trade secrets or other proprietary know-how of the Company to invent, author, make, develop, design, or otherwise enable others to invent, author, make, develop, or design identical or substantially similar designs or products as those developed under this Agreement for any third party. Consultant agrees that Consultant’s obligations under this Section 2.B shall continue after the termination of this Agreement.

Nonuse and Nondisclosure. During and after Consultant will not, during or subsequent to the term Term (as defined below) of this Agreement, Consultant will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Consultant will not : (ia) use the Confidential Information or any work product created in connection with performing the Services (“Work Product”) for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the Company, ; or (iib) disclose the Confidential Information or Work Product to any third party party, without the prior written consent of an authorized representative of the Company, ; except that Consultant may disclose Confidential Information and Work Product to any third party on a need-to-employees or consultants of the Company who need to know basis such Confidential Information for the purposes of Consultant performing the Services; providedprovided that, howeverprior to any such disclosure, that each such third party employee or consultant of the Company is subject to written non-use and non- non-disclosure obligations at least as protective of the Company and the Confidential Information as this Article Section 2. Consultant agrees that, as between the Company and Consultant, all Confidential Information will remain the sole property of the Company. Consultant hereby assigns all right, title, and interest in and to all Work Product to Company. Consultant also agrees to hold in the strictest confidence, and take all necessary and reasonable precautions to prevent any unauthorized disclosure or use of such Confidential Information or Work Product. Without the Company’s prior written approval, Consultant may disclose the existence, but not the terms, of this Agreement to third parties. Anything to the contrary notwithstanding, Consultant may also disclose Confidential Information to the extent such disclosure is compelled by applicable lawa court of competent jurisdiction; provided howeverthat Consultant (x) promptly (and in any event, prior to such disclosure) notifies the Company of such requirement, Consultant shall provide prior written notice (y) uses his/her best efforts to assist Company and seek in seeking a protective order or such similar confidential protection as may be available under applicable law. Notwithstanding anything to the contrary in this Agreement or in any terms or conditions attached heretoavailable, should Consultant be compelled to disclose any Confidential Information by applicable law and (whether in judicial or administrative proceedings or to comply with requirements otherwise imposed by any governmental or regulatory agency), Consultant shall disclose z) only discloses that portion of the Confidential Information that is legally requiredrequired to be disclosed, and shall not disclose any such Confidential Information maintains its confidentiality protection for all other purposes other than such legally compelled disclosure. Consultant acknowledges that the use or disclosure of Confidential Information without the Company’s express written permission will cause the Company irreparable harm and that any breach or threatened breach of this Section 2 by Consultant will entitle the Company to seek to obtain injunctive relief and reasonable attorneys’ fees, in addition to any other party other than the party legal remedies available to which Consultant is legally required to disclose the Confidential Information. Consultant agrees that no ownership it, in any court of Confidential Information is conveyed to the Consultant. Without limiting the foregoing, Consultant shall not use or disclose any Company property, intellectual property rights, trade secrets or other proprietary know-how of the Company to invent, author, make, develop, design, or otherwise enable others to invent, author, make, develop, or design identical or substantially similar designs or products as those developed under this Agreement for any third party. Consultant agrees that Consultant’s obligations under this Section 2.B shall continue after the termination of this Agreementcompetent jurisdiction.