Common use of Obligations of the Receiving Party Clause in Contracts

Obligations of the Receiving Party. 2.1. The Receiving Party shall only use the Confidential Information for the Purpose. 2.2. The Receiving Party shall keep and shall ensure to keep the Confidential Information confidential and shall not disclose the Confidential Information to anyone except as permitted by this Agreement. 2.3. The Receiving Party shall only allow access to the Confidential Information to those of its employees, directors, officers, affiliates and its third-party professional advisers who have a need to know it for the Purpose (“Permitted Users”). 2.4. The Receiving Party shall ensure that all professional advisers (to the extent that any professional adviser is not under a professional duty to protect the confidentiality) to which the Receiving Party grants access to the Confidential Information have entered into a confidentiality agreement substantially similar to this Agreement before providing that professional adviser with any Confidential Information. 2.5. The Receiving Party is fully responsible and liable for any use and abuse of Confidential Information by the Permitted Users it provides access to the Confidential Information. 2.6. The Receiving Party shall not copy or reproduce any part of the Confidential Information in any form except as necessary for the Purpose. 2.7. The Receiving Party shall not attempt to reverse engineer, decrypt, disassemble, decompile, decipher, reconstruct or re-orient the circuit design, algorithms, logic or program code in the other party’s products, models or prototypes which contain Confidential Information and which are disclosed pursuant to this Agreement. 2.8. Immediately upon request by the Disclosing Party, the Receiving Party shall ensure that all physical copies of the Confidential Information including partial copies or adaptations thereof will be destroyed and shall ensure the permanent deletion of all copies thereof from its computer systems, unless any information needs to be retained by the Receiving Party under the applicable laws and regulations. If any documents are retained by the Receiving Party pursuant to the preceding provision, the Receiving Party shall keep such documents confidential in accordance with the terms of this Agreement. 2.9. The Receiving Party will take all reasonable measures to avoid disclosure or unauthorized use of Confidential Information, which measures shall include the highest degree of care that the Receiving Party utilizes to protect its own Confidential Information of a similar nature, which will in no event be a less than a reasonable degree of care. 2.10. The Receiving Party agrees to immediately notify the Disclosing Party in writing of any unauthorized use or disclosure of Confidential Information which may come to its attention and shall assist the Disclosing Party in remedying any such unauthorized use or disclosure. 2.11. The Receiving Party agrees to return all Confidential Information (tapes, disks, etc. including copies and samples made) received from the Disclosing Party immediately upon request after termination of the Agreement or to destroy them in an appropriate form (in accordance with ISO/IEC 21964, using devices of security level 4 - or higher - for documents or data carriers with Confidential Information) except for copies that the receiving party keeps for the purpose of proving the content and course of the business relationship, as well as back-up copies of data that are generated by means of automated backup processes of electronic data. The Disclosing Party must be informed of the destruction and the manner thereof.

Obligations of the Receiving Party. 2.1. (i) The Receiving Party shall and its Representatives will: (i) keep and safeguard as confidential all of the Disclosing Party’s Confidential Information, using at least those measures that the Receiving Party takes to protect its own information of a similar nature, including, as applicable, secure access to information technology systems where Confidential Information is stored, which measures will, at minimum, be reasonable; (ii) not disclose any Confidential Information in any manner whatsoever, except in accordance with Sections 4(a)(ii) or 4(a)(iv), or as required by applicable Law pursuant to Section 4(b); and (iii) use the Disclosing Party’s Confidential Information only use to perform the Receiving Party’s obligations or exercise the Receiving Party’s rights under a Transaction Agreement or otherwise for the benefit of the Disclosing Party. (ii) A Receiving Party may disclose the Disclosing Party’s Confidential Information to the Receiving Party’s Representatives who: (a) have a need to know the Confidential Information for the Purpose. 2.2. The performance of the Receiving Party’s obligations or exercise of its rights under a Transaction Agreement; (b) are informed by Receiving Party shall keep and shall ensure to keep of the confidential nature of the Confidential Information confidential Information; and shall not disclose (c) agree in writing to strictly abide by an obligation of confidentiality no less strict than the Confidential Information to anyone except as permitted by terms of this Agreement. 2.3. The Receiving Party shall only allow access Section 4 or have another legal duty of confidentiality to the Confidential Information to those of its employees, directors, officers, affiliates and its third-party professional advisers who have a need to know it for the Purpose (“Permitted Users”). 2.4Receiving Party. The Receiving Each Party shall ensure that all professional advisers (to the extent that any professional adviser is not under a professional duty to protect the confidentiality) to which the Receiving Party grants access to the Confidential Information have entered into a confidentiality agreement substantially similar to this Agreement before providing that professional adviser with any Confidential Information. 2.5. The Receiving Party is fully responsible and will remain liable for any use and abuse or disclosure of the other Party’s Confidential Information by the Permitted Users it provides access to the Confidential Informationany Representative in contravention of this Section 4. 2.6. The Receiving (iii) Neither Party shall not will make any copy or reproduce any part of the other Party’s Confidential Information unless approved in writing by the other Party. Neither Party may remove any form except as necessary for proprietary, copyright, confidential, trade secret or other legend from any of the Purposeother Party’s Confidential Information or any copies. 2.7. The Receiving Party shall not attempt to reverse engineer(iv) Except for disclosures made in accordance with Section 4(a)(ii), decrypt, disassemble, decompile, decipher, reconstruct or re-orient the circuit design, algorithms, logic or program code in the other party’s products, models or prototypes which contain Confidential Information and which are disclosed pursuant to this Agreement. 2.8. Immediately upon request by the Disclosing Party, the Receiving Party shall ensure that all physical copies of the Confidential Information including partial copies or adaptations thereof will be destroyed and shall ensure the permanent deletion of all copies thereof from its computer systems, unless any information needs to be retained disclosure by the Receiving Party under or any of its Representatives of the applicable laws and regulations. If any documents are retained by the Receiving Party pursuant other Party’s Confidential Information is subject to the preceding provisionprior written consent of one of the following individuals at the Disclosing Party: (i) for Vivint Solar, the Receiving Party shall keep such documents confidential in accordance with Chief Executive Officer or the terms of this AgreementChief Legal Officer; and (ii) for Vivint, the President or the General Counsel. 2.9. The Receiving Party will take all reasonable measures to avoid disclosure or unauthorized use of Confidential Information, which measures shall include the highest degree of care that the Receiving Party utilizes to protect its own Confidential Information of a similar nature, which will in no event be a less than a reasonable degree of care. 2.10. The Receiving Party agrees to immediately notify the Disclosing Party in writing of any unauthorized use or disclosure of Confidential Information which may come to its attention and shall assist the Disclosing Party in remedying any such unauthorized use or disclosure. 2.11. The Receiving Party agrees to return all Confidential Information (tapes, disks, etc. including copies and samples made) received from the Disclosing Party immediately upon request after termination of the Agreement or to destroy them in an appropriate form (in accordance with ISO/IEC 21964, using devices of security level 4 - or higher - for documents or data carriers with Confidential Information) except for copies that the receiving party keeps for the purpose of proving the content and course of the business relationship, as well as back-up copies of data that are generated by means of automated backup processes of electronic data. The Disclosing Party must be informed of the destruction and the manner thereof.

Obligations of the Receiving Party. 2.1. (i) The Receiving Party shall and its Representatives will: (i) keep and safeguard as confidential all of the Disclosing Party’s Confidential Information, using at least those measures that the Receiving Party takes to protect its own information of a similar nature, including, as applicable, secure access to information technology systems where Confidential Information is stored, which measures will, at minimum, be reasonable; (ii) not disclose any Confidential Information in any manner whatsoever, except in accordance with Sections 35(a)(ii) or 35(a)(iv), or as required by applicable Law pursuant to Section 35(b); and (iii) use the Disclosing Party’s Confidential Information only use to perform the Receiving Party’s obligations or exercise the Receiving Party’s rights under a Transaction Agreement or otherwise for the benefit of the Disclosing Party. (ii) A Receiving Party may disclose the Disclosing Party’s Confidential Information to the Receiving Party’s Representatives who: (a) have a need to know the Confidential Information for the Purpose. 2.2. The performance of the Receiving Party’s obligations or exercise of its rights under this Agreement or the License Agreement; (b) are informed by Receiving Party shall keep and shall ensure to keep of the confidential nature of the Confidential Information confidential Information; and shall not disclose (c) agree in writing to strictly abide by an obligation of confidentiality no less strict than the Confidential Information to anyone except as permitted by terms of this Agreement. 2.3. The Receiving Party shall only allow access Section 35 or have another legal duty of confidentiality to the Confidential Information to those of its employees, directors, officers, affiliates and its third-party professional advisers who have a need to know it for the Purpose (“Permitted Users”). 2.4Receiving Party. The Receiving Party shall ensure that all professional advisers (to the extent that any professional adviser is not under a professional duty to protect the confidentiality) to which the Receiving Party grants access to the Confidential Information have entered into a confidentiality agreement substantially similar to this Agreement before providing that professional adviser with any Confidential Information. 2.5. The Receiving Party is fully responsible and Each Member will remain liable for any use and abuse or disclosure of the other Member’s Confidential Information by the Permitted Users it provides access to the Confidential Informationany Representative in contravention of this Section 35. 2.6. The Receiving Party shall not (iii) Neither Member will make any copy or reproduce any part of the other Member’s Confidential Information unless approved in writing by the other Member. Neither Member may remove any form except as necessary for proprietary, copyright, confidential, trade secret or other legend from any of the Purposeother Member’s Confidential Information or any copies. 2.7. The Receiving Party shall not attempt to reverse engineer(iv) Except for disclosures made in accordance with Section 35(a)(ii), decrypt, disassemble, decompile, decipher, reconstruct or re-orient the circuit design, algorithms, logic or program code in the other party’s products, models or prototypes which contain Confidential Information and which are disclosed pursuant to this Agreement. 2.8. Immediately upon request by the Disclosing Party, the Receiving Party shall ensure that all physical copies of the Confidential Information including partial copies or adaptations thereof will be destroyed and shall ensure the permanent deletion of all copies thereof from its computer systems, unless any information needs to be retained disclosure by the Receiving Party under or any of its Representatives of the applicable laws and regulations. If any documents are retained by the Receiving Party pursuant Disclosing Party’s Confidential Information is subject to the preceding provisionprior written consent of one of the following individuals at the Disclosing Party: (i) for the Special Member, the Receiving Party shall keep such documents confidential in accordance with Chief Executive Officer or the terms of this Agreement. 2.9. The Receiving Party will take all reasonable measures to avoid disclosure or unauthorized use of Confidential Information, which measures shall include the highest degree of care that the Receiving Party utilizes to protect its own Confidential Information of a similar nature, which will in no event be a less than a reasonable degree of care. 2.10. The Receiving Party agrees to immediately notify the Disclosing Party in writing of any unauthorized use or disclosure of Confidential Information which may come to its attention Chief Legal Officer; and shall assist the Disclosing Party in remedying any such unauthorized use or disclosure. 2.11. The Receiving Party agrees to return all Confidential Information (tapes, disks, etc. including copies and samples madeii) received from the Disclosing Party immediately upon request after termination of the Agreement or to destroy them in an appropriate form (in accordance with ISO/IEC 21964, using devices of security level 4 - or higher - for documents or data carriers with Confidential Information) except for copies that the receiving party keeps for the purpose of proving Primary Member, the content and course of President or the business relationship, as well as back-up copies of data that are generated by means of automated backup processes of electronic data. The Disclosing Party must be informed of the destruction and the manner thereofGeneral Counsel.

Obligations of the Receiving Party. 2.1Subject to Sections 3 and 4, from the Effective Date and for five years thereafter, the Receiving Party (a) shall use the Confidential Information of the Disclosing Party solely for the Purpose and shall not use such Confidential Information for any other purpose, (b) shall keep confidential and not publish, make available or otherwise disclose any Confidential Information, except to its Representatives who reasonably require access to such Confidential Information in connection with the Purpose and who are bound by confidentiality and non-use obligations with respect to such Confidential Information that are no less onerous than those set forth in this Agreement, and (c) shall not disclose (including by issuing a press release or otherwise making any public statement) to any other Person the fact that Confidential Information has been made available to the Receiving Party, the fact that discussions or negotiations with respect to the Proposed Transaction are taking place between the Parties, or any of the terms, conditions or other facts with respect to such discussions or negotiations (including the status thereof). For purposes of this Agreement, the information described in the foregoing clause (c) shall be deemed to be Confidential Information of each Party. The Receiving Party shall only use be jointly and severally liable for any breach by any of its Representatives of the Confidential Information for the Purpose. 2.2restrictions set forth in this Agreement. The Receiving Party shall keep and shall ensure to keep notify the Confidential Information confidential and shall not disclose the Confidential Information to anyone except as permitted by this Agreement. 2.3. The Receiving Disclosing Party shall only allow access to the Confidential Information to those of its employees, directors, officers, affiliates and its third-party professional advisers who have a need to know it for the Purpose (“Permitted Users”). 2.4. The Receiving Party shall ensure that all professional advisers (to the extent that any professional adviser is not under a professional duty to protect the confidentiality) to which promptly upon the Receiving Party grants access to the Confidential Information have entered into a confidentiality agreement substantially similar to this Agreement before providing that professional adviser with Party’s discovery of any Confidential Information. 2.5. The Receiving Party is fully responsible and liable for any disclosure or use and abuse of Confidential Information by the Permitted Users it provides access to the Confidential Information. 2.6. The Receiving Party shall not copy or reproduce any part of the Confidential Information in any form except as necessary for the Purpose. 2.7. The Receiving Disclosing Party shall not attempt to reverse engineer, decrypt, disassemble, decompile, decipher, reconstruct or re-orient the circuit design, algorithms, logic or program code in the other party’s products, models or prototypes which contain Confidential Information and which are disclosed pursuant to this Agreement. 2.8. Immediately upon request by the Disclosing Party, the Receiving Party shall ensure that all physical copies of the Confidential Information including partial copies or adaptations thereof will be destroyed and shall ensure the permanent deletion of all copies thereof from its computer systems, unless any information needs to be retained by the Receiving Party under or any of its Representatives in breach of the applicable laws terms hereof, and regulations. If any documents are retained by the Receiving Party pursuant to the preceding provisionParty, the Receiving Party at its expense, shall keep such documents confidential in accordance cooperate with the terms of this Agreement. 2.9. The Receiving Party will take all reasonable measures to avoid disclosure or unauthorized use of Confidential Information, which measures shall include the highest degree of care that the Receiving Party utilizes to protect its own Confidential Information of a similar nature, which will in no event be a less than a reasonable degree of care. 2.10. The Receiving Party agrees to immediately notify the Disclosing Party in writing of any unauthorized use or disclosure of Confidential Information which may come to its attention and shall assist at the Disclosing Party in remedying Party’s reasonable request to mitigate such breach and prevent any such unauthorized use or disclosurefurther breach hereof. 2.11. The Receiving Party agrees to return all Confidential Information (tapes, disks, etc. including copies and samples made) received from the Disclosing Party immediately upon request after termination of the Agreement or to destroy them in an appropriate form (in accordance with ISO/IEC 21964, using devices of security level 4 - or higher - for documents or data carriers with Confidential Information) except for copies that the receiving party keeps for the purpose of proving the content and course of the business relationship, as well as back-up copies of data that are generated by means of automated backup processes of electronic data. The Disclosing Party must be informed of the destruction and the manner thereof.

Obligations of the Receiving Party. 2.11. The Receiving Party shall only use undertakes to keep confidential any confidential information received from the Confidential Information for the Purpose. 2.2Providing Party, to protect it from making it available to third parties and to treat it as strictly confidential. The Receiving Party agrees that, in the event of disclosure, the Receiving Party shall keep be liable for a breach of this obligation by a third party, as if it had been breached by itself. 2. Notwithstanding any other obligations and/or undertakings under this Agreement, the Receiving Party undertakes to: (a) ensure that the obligation resulting from this Agreement shall be observed by all employees and shall ensure cooperating third parties. The cooperating third party and Receiving Party’s employees having access the confidential information, have to be bound contractually to keep the Confidential Information confidential and shall not disclose information as confidential to the Confidential Information to anyone except same extent as permitted stipulated by this Agreement. 2.3. The Receiving Party shall only allow (b) limit / restrict access to the Confidential Information confidential information only to those of its employees, directorsadvisors or subcontractors, officerswho need such access to this information with regard to the Purpose, affiliates and its third-party professional advisers who have a need to know it for shall assure that the Purpose (“Permitted Users”). 2.4. The Receiving Party respective persons shall ensure that all professional advisers (observe in full the obligations resulting from this Agreement to the extent that any professional adviser as if they were Receiving Party’s agreement parties; (c) neither reproduce, keep or spread confidential information nor allow the confidential information to be reproduced, kept or spread except for the cases when the reproduction, keeping or spreading of such information is not under a professional duty to protect the confidentiality) to which the Receiving Party grants access to the Confidential Information have entered into a confidentiality agreement substantially similar to this Agreement before providing that professional adviser with any Confidential Information. 2.5. The Receiving Party is fully responsible and liable for any use and abuse of Confidential Information by the Permitted Users it provides access to the Confidential Information. 2.6. The Receiving Party shall not copy or reproduce any part of the Confidential Information in any form except as necessary required for the Purpose.; 2.7. The Receiving (d) protect business interests of the Providing Party and take the same measures for protecting the confidential information, implementation of which would be expected from cautious and prudent person in relation to its own business interests and confidential information; (e) return all confidential information, copies and material evidences of any form thereof back to the Providing Party and remove the confidential information from all search systems and databases or destroy it immediately upon the order of the Providing Party making it available, and upon the request of the Providing Party provide immediately a confirmation by appropriate managing employee or director, which confirms its returning, removing or destroying upon circumstances thereof; (f) be liable and accountable to the Providing Party for compliance with the conditions set out in this Agreement and shall not attempt to reverse engineer, decrypt, disassemble, decompile, decipher, reconstruct or re-orient the circuit design, algorithms, logic or program code in indemnify the other party’s products, models or prototypes which contain Confidential Information Agreement Party in full and which are disclosed pursuant to this Agreement. 2.8. Immediately upon request by relieve it from the Disclosing Party, the Receiving Party shall ensure liability for a damages (including any fees and expenditures for a legal representative) that all physical copies will arise in consequence of the Confidential Information including partial copies or adaptations thereof will be destroyed and shall ensure the permanent deletion of all copies thereof from its computer systems, unless any information needs to be retained by the Receiving Party under the applicable laws and regulations. If any documents are retained by the Receiving Party pursuant to the preceding provision, the Receiving Party shall keep such documents confidential in accordance with the terms a breach of this Agreement. 2.9(g) in the cases designated by the Providing Party use, for the transfer of confidential information, encryption or other appropriate protection of the transmission of confidential information. . 3. The obligations set out in this Agreement shall not apply to the confidential information which: (a) are publicly known at the time of disclosure, or that become upon rightful and authorized accessing public available otherwise than by breach of this Agreement; (b) the Receiving Party will take all reasonable measures to avoid has created or acquired separately and otherwise than by breach of this Agreement; (c) the Receiving Party has been obtained from a third party at any time without restriction in its disclosure or unauthorized use use; (d) the Receiving Party shall disclose pursuant to provisions of Confidential Informationthe generally binding regulation or upon resolution of court order, which measures shall include the highest degree of care law enforcement authority or public authority issued in accordance with applicable generally binding regulations provided however that the Receiving Party utilizes has informed the Providing Party on any such mandatory disclosure of the confidential information immediately after it had learnt about such legal obligation to protect its own Confidential Information of a similar naturedisclose the information; or (e) the Providing Party has granted the Receiving Party express consent in writing to disclosing the confidential information; (h) Is obliged to send the signed Agreement to the Provider and to receive the Provider's access key, which will in no event be a less than a reasonable degree make available to the Recipient all key protected documents; (i) Is obliged to protect access keys to protected documents and data, and secure these keys against e.g. damage, loss, theft or any misuse; (j) Promptly notify the Provider of careany potential leakage of data or access keys to protected documents that could enter the sphere of unauthorized persons. 2.104. The Agreement Parties further acknowledge and agree that: (a) the obligations set out in this Agreement are reasonable and necessary in order to protect legible commercial, business and technical interests of the Providing Party, and the extinction of these obligations shall not affect any rights that the Providing Party may have in relation to the confidential information pursuant to applicable legal regulation regarding the intellectual property rights; (b) a breach of the obligations set out in this Agreement by the Receiving Party agrees may cause serious damage to immediately notify the Disclosing Providing Party and indemnity may be insufficient in writing order to be reasonable mean of any unauthorized use cure, and thus the Agreement Parties agree that they have right (besides all other rights upon the law or disclosure of Confidential Information which may come to its attention and shall assist the Disclosing Party in remedying any such unauthorized use upon this Agreement including monetary indemnification) for obtaining an interim measure or disclosure. 2.11. The Receiving Party agrees to return all Confidential Information (tapes, disks, etc. including copies and samples made) received from the Disclosing Party immediately upon request after termination binding junction of the Agreement court to prevent the breach of obligations under this Agreement; (c) accepting the confidential information (by the receipt of such confidential information by the Receiving Party), does not include any proprietary right or other right to destroy them in an appropriate form (in accordance with ISO/IEC 21964, using devices of security level 4 - or higher - for documents or data carriers with Confidential Information) except for copies that the receiving party keeps for the purpose of proving the content and course of the business relationship, as well as back-up copies of data that are generated by means of automated backup processes of electronic data. The Disclosing Party must be informed of the destruction and the manner thereofsuch confidential information.

Obligations of the Receiving Party. 2.1. The Receiving Party shall only shall: (a) use the Confidential Information only for the Business Purpose and shall hold the Confidential Information in confidence using the same degree of care as it normally exercises to protect its own proprietary information, taking into account the nature of the Confidential Information, and (b) grant access to Confidential Information only to its employees on a ‘need to know basis’ and restrict such access as and when not necessary to carry out the Business Purpose. 2.2. The Receiving Party shall keep and shall ensure (c) cause its employees to keep comply with the provisions of this Agreement; (d) reproduce Confidential Information confidential and shall not only to the extent essential to fulfilling the Business Purpose, and (e) prevent disclosure of Confidential Information to third parties; (f) disclose the Confidential Information to anyone except its consultants/contractors on a need to know basis; provided that by doing so, the Receiving Party agrees to bind such consultants/ contractors to terms at least as permitted by this Agreement. 2.3restrictive as those stated herein. The Receiving Party shall only allow access to upon making a disclosure under this Clause shall: (i) advise the Confidential Information to those consultants/contractors of its employees, directors, officers, affiliates and its third-party professional advisers who have a need to know it for the Purpose (“Permitted Users”)confidentiality obligations imposed on them by this Clause. 2.4. The Receiving Party shall ensure that all professional advisers (to the extent that any professional adviser is not under a professional duty to protect the confidentialityg) to which the Receiving Party grants access to the Confidential Information have entered into a confidentiality agreement substantially similar to this Agreement before providing that professional adviser with any Confidential Information. 2.5. The Receiving Party is fully responsible and liable for any use and abuse of Confidential Information by the Permitted Users it provides access to the Confidential Information. 2.6. The Receiving Party shall not copy or reproduce any part of the Confidential Information in any form except as necessary for the Purpose. 2.7. The Receiving Party shall not attempt to reverse engineer, decrypt, disassemble, decompile, decipher, reconstruct or re-orient the circuit design, algorithms, logic or program code in the other party’s products, models or prototypes which contain Confidential Information and which are disclosed pursuant to this Agreement. 2.8. Immediately upon request by the Disclosing Party's request, the Receiving Party shall ensure either return to the disclosing party all Confidential Information or shall certify to the disclosing party that all physical copies media containing Confidential Information have been destroyed. i. Provided, however, that an archival copy of the Confidential Information including partial copies or adaptations thereof will be destroyed and shall ensure the permanent deletion of all copies thereof from its computer systems, unless any information needs to may be retained by in the files of the Receiving Party under the applicable laws and regulations. If any documents are retained by the Receiving Party pursuant to the preceding provisionParty's counsel, the Receiving Party shall keep such documents confidential in accordance with the terms of this Agreement. 2.9. The Receiving Party will take all reasonable measures to avoid disclosure or unauthorized use of Confidential Information, which measures shall include the highest degree of care that the Receiving Party utilizes to protect its own Confidential Information of a similar nature, which will in no event be a less than a reasonable degree of care. 2.10. The Receiving Party agrees to immediately notify the Disclosing Party in writing of any unauthorized use or disclosure of Confidential Information which may come to its attention and shall assist the Disclosing Party in remedying any such unauthorized use or disclosure. 2.11. The Receiving Party agrees to return all Confidential Information (tapes, disks, etc. including copies and samples made) received from the Disclosing Party immediately upon request after termination of the Agreement or to destroy them in an appropriate form (in accordance with ISO/IEC 21964, using devices of security level 4 - or higher - for documents or data carriers with Confidential Information) except for copies that the receiving party keeps solely for the purpose of proving the content and course contents of the business relationship, as well as back-up copies Confidential Information. (h) not to remove any of data that are generated by means the other Party’s Confidential Information from the premises of automated backup processes of electronic data. The the Disclosing Party without prior written approval. (i) exercise extreme care in protecting the confidentiality of any Confidential Information which is removed, only with the Disclosing Party’s prior written approval, from the Disclosing Party’s premises. Each Party agrees to comply with any and all terms and conditions the disclosing party may impose upon any such approved removal, such as conditions that the removed Confidential Information and all copies must be informed returned by a certain date, and that no copies are to be made off of the destruction and the manner thereofpremises.

Obligations of the Receiving Party. 2.1. The Receiving Each Party shall only agree that, as the Receiving Party, it: 3.1.shall take all measures reasonably practicable to ensure the continued confidentiality of the Confidential Information; 3.2. shall not use the Confidential Information or any part of it for any purpose other than the Purpose. 2.2. The Receiving Party shall keep and shall ensure to keep the Confidential Information confidential and shall ; 3.3.shall not disclose the Confidential Information or any part thereof to anyone except as permitted by this Agreement. 2.3. The Receiving Party shall only allow access to any person other than an Authorised Person under the terms and conditions of clause 3.4; 3.4.shall (i) disclose the Confidential Information to those of its employees, directors, officers, affiliates and its third-party professional advisers who have a need to know it for the Purpose (“Permitted Users”). 2.4. The Receiving Party shall ensure that all professional advisers (an Authorised Person only to the extent that any professional adviser is not under a professional duty necessary to protect the confidentiality) allow such Authorised Person to which assist the Receiving Party grants access in the Purpose; (ii) prior to disclosing any Confidential Information to any Authorised Person, inform such Authorised Person of the confidential nature of the Confidential Information have entered into a confidentiality agreement substantially similar to and of the terms of this Agreement; (iii) be responsible for any breach of this Agreement before providing that professional adviser with by any Confidential Information. 2.5. The Authorised Person of the Receiving Party; and (iv) reimburse, indemnify and hold harmless the Disclosing Party is fully responsible and liable for the Authorised Persons of the Disclosing Party from any damage, loss or expense incurred as a result of the use and abuse of the Confidential Information by the Permitted Users it provides access Receiving Party or any Authorised Person of the Receiving Party contrary to the Confidential Information. 2.6. The Receiving Party shall terms of this Agreement; 3.5.shall not copy take any copies or reproduce make any summaries or transcripts of the whole or any part of the Confidential Information in any form except save as is necessary for the Purpose. 2.7; 3.6. The Receiving shall notify the Disclosing Party shall not attempt immediately, if it becomes aware that any Confidential Information has been disclosed to reverse engineer, decrypt, disassemble, decompile, decipher, reconstruct or re-orient the circuit design, algorithms, logic or program code is in the other party’s productspossession of any person who is not an Authorised Person; 3.7. and shall, models upon termination of this Agreement or prototypes which contain Confidential Information and which are disclosed pursuant to this Agreement. 2.8. Immediately upon at the written request by of the Disclosing Party, either destroy or return to the Disclosing Party (as the Disclosing Party may reasonably direct) the Confidential Information that is in tangible form, including any copies that the Receiving Party shall ensure that has made, and all physical copies Notes or other references to the Confidential Information in its documents. Notwithstanding the return or destruction of the Confidential Information including partial copies or adaptations thereof will be destroyed and shall ensure the permanent deletion of all copies thereof from its computer systems, unless any information needs to be retained by the Receiving Party under the applicable laws and regulations. If any documents are retained by the Receiving Party pursuant to the preceding provisionInformation, the Receiving Party shall keep such documents confidential in accordance with and its Authorised Persons will continue to be bound by the terms Receiving Party’s obligations of confidentiality and other obligations under this Agreement. 2.9. The Receiving Party will take all reasonable measures to avoid disclosure or unauthorized use of Confidential Information, which measures shall include the highest degree of care that the Receiving Party utilizes to protect its own Confidential Information of a similar nature, which will in no event be a less than a reasonable degree of care. 2.10. The Receiving Party agrees to immediately notify the Disclosing Party in writing of any unauthorized use or disclosure of Confidential Information which may come to its attention and shall assist the Disclosing Party in remedying any such unauthorized use or disclosure. 2.11. The Receiving Party agrees to return all Confidential Information (tapes, disks, etc. including copies and samples made) received from the Disclosing Party immediately upon request after termination of the Agreement or to destroy them in an appropriate form (in accordance with ISO/IEC 21964, using devices of security level 4 - or higher - for documents or data carriers with Confidential Information) except for copies that the receiving party keeps for the purpose of proving the content and course of the business relationship, as well as back-up copies of data that are generated by means of automated backup processes of electronic data. The Disclosing Party must be informed of the destruction and the manner thereof.

Obligations of the Receiving Party. 2.1The Receiving Party shall: 1. Use the Confidential Information only for the Business Purpose and shall hold the Confidential Information in confidence using the same degree of care as it normally exercises to protect its own proprietary information, taking into account the nature of the Confidential Information, and 2. Grant access to Confidential Information only to its employees on a ‘need to know basis’ and restrict such access as and when not necessary to carry out the Business Purpose. 3. Cause its employees to comply with the provisions of this Agreement; 4. Reproduce Confidential Information only to the extent essential to fulfilling the Business Purpose, and 5. Prevent disclosure of Confidential Information to third parties; 6. Disclose the Confidential Information to its consultants/contractors on a need to know basis; provided that by doing so, the Receiving Party agrees to bind such consultants/ contractors to terms at least as restrictive as those stated herein. The Receiving Party shall only use upon making a disclosure under this Clause shall: 7. Advice the Confidential Information for consultants/contractors of the Purposeconfidentiality obligations imposed on them by this Clause. 2.28. The Receiving Party shall keep and shall ensure to keep the Confidential Information confidential and shall not disclose the Confidential Information to anyone except as permitted by this Agreement. 2.3. The Receiving Party shall only allow access to the Confidential Information to those of its employees, directors, officers, affiliates and its third-party professional advisers who have a need to know it for the Purpose (“Permitted Users”). 2.4. The Receiving Party shall ensure that all professional advisers (to the extent that any professional adviser is not under a professional duty to protect the confidentiality) to which the Receiving Party grants access to the Confidential Information have entered into a confidentiality agreement substantially similar to this Agreement before providing that professional adviser with any Confidential Information. 2.5. The Receiving Party is fully responsible and liable for any use and abuse of Confidential Information by the Permitted Users it provides access to the Confidential Information. 2.6. The Receiving Party shall not copy or reproduce any part of the Confidential Information in any form except as necessary for the Purpose. 2.7. The Receiving Party shall not attempt to reverse engineer, decrypt, disassemble, decompile, decipher, reconstruct or re-orient the circuit design, algorithms, logic or program code in the other party’s products, models or prototypes which contain Confidential Information and which are disclosed pursuant to this Agreement. 2.8. Immediately upon request by Upon the Disclosing Party's request, the Receiving Party shall ensure either return to the disclosing party all Confidential Information or shall certify to the disclosing party that all physical copies media containing Confidential Information have been destroyed. 9. Provided, however, that an archival copy of the Confidential Information including partial copies or adaptations thereof will be destroyed and shall ensure the permanent deletion of all copies thereof from its computer systems, unless any information needs to may be retained by in the files of the Receiving Party under the applicable laws and regulations. If any documents are retained by the Receiving Party pursuant to the preceding provisionParty's counsel, the Receiving Party shall keep such documents confidential in accordance with the terms of this Agreement. 2.9. The Receiving Party will take all reasonable measures to avoid disclosure or unauthorized use of Confidential Information, which measures shall include the highest degree of care that the Receiving Party utilizes to protect its own Confidential Information of a similar nature, which will in no event be a less than a reasonable degree of care. 2.10. The Receiving Party agrees to immediately notify the Disclosing Party in writing of any unauthorized use or disclosure of Confidential Information which may come to its attention and shall assist the Disclosing Party in remedying any such unauthorized use or disclosure. 2.11. The Receiving Party agrees to return all Confidential Information (tapes, disks, etc. including copies and samples made) received from the Disclosing Party immediately upon request after termination of the Agreement or to destroy them in an appropriate form (in accordance with ISO/IEC 21964, using devices of security level 4 - or higher - for documents or data carriers with Confidential Information) except for copies that the receiving party keeps solely for the purpose of proving the content and course contents of the business relationship, as well as back-up copies Confidential Information. 10. Not to remove any of data that are generated by means the other Party’s Confidential Information from the premises of automated backup processes of electronic data. The the Disclosing Party without prior written approval. 11. Exercise extreme care in protecting the confidentiality of any Confidential Information which is removed, only with the Disclosing Party’s prior written approval, from the Disclosing Party’s premises. Each Party agrees to comply with any and all terms and conditions the disclosing party may impose upon any such approved removal, such as conditions that the removed Confidential Information and all copies must be informed returned by a date communicated by MCI, and that no copies are to be made off of the destruction and premises. 12. Upon the manner Disclosing Party’s request, the Receiving Party shall promptly return to the Disclosing Party all tangible items containing or consisting of the disclosing party’s Confidential Information all copies thereof.

Obligations of the Receiving Party. 2.13.1. The Receiving receiving Party acknowledges that the disclosing Party has an interest in maintaining the confidentiality of the Confidential Information disclosed in relation to the Permitted Purpose. The receiving Party undertakes not to, and shall not, use, disclose, distribute and/or disseminate any and all parts of the Confidential Information of the Disclosing Party, in any form or format, to any third party other than the persons detailed in article 3.2 hereunder, without the prior written approval of the disclosing Party. 3.2. The receiving Party has the right to disclose the Confidential Information to persons (e.g. employees, consultants and/or advisors) within its organization (i) with a need to know for the Permitted Purpose, (ii) who are informed of the confidential nature of the Confidential Information and (iii) who agree to be bound or are already bound by existing agreements with the receiving Party) by terms no less stringent than the ones set forth in this Agreement. Furthermore, this Agreement shall also cover the disclosure of any Confidential Information to or by Affiliates engaged in the performance of the Permitted Purpose. Disclosure by or to an Affiliate shall be deemed to be a disclosure under this Agreement, regardless to whom the Confidential Information belongs. In addition, this Agreement shall also cover disclosures of Confidential Information by and to each Party’s consultants and representatives engaged in the performance of the Permitted Purpose according to the terms herein and for the Permitted Purpose only. 3.3. The receiving Party shall only treat any and all part(s) of the Confidential Information it receives from the disclosing Party with – at least – the same degree of due and diligent care as it applies with respect to its own confidential information, which standard shall in no instance be less than reasonable care. The receiving Party shall be liable for disclosure of Confidential Information of the disclosing Party if such care is not used. The burden shall be upon receiving Party to show that such care was used. 3.4. The receiving Party undertakes to use the Confidential Information solely for the Permitted Purpose and not use the Confidential Information for the Purposeits own purposes or benefit. 2.23.5. The Receiving receiving Party shall keep and not use the disclosing Party’s Confidential Information in the design, development, production, stockpiling or use of weapons of mass destruction, such as nuclear, chemical or biological weapons or missiles, nor for any use supporting these weapon activities. 3.6. The receiving Party shall ensure promptly cease to keep use the Confidential Information confidential and shall not disclose the Confidential Information to anyone except as permitted by this Agreement. 2.3. The Receiving Party shall only allow access to the Confidential Information to those of its employees, directors, officers, affiliates and its third-party professional advisers who have a need to know it for the Purpose (“Permitted Users”). 2.4. The Receiving Party shall ensure that all professional advisers (to the extent that any professional adviser is not under a professional duty to protect the confidentiality) to which the Receiving Party grants access to the Confidential Information have entered into a confidentiality agreement substantially similar to this Agreement before providing that professional adviser with any Confidential Information. 2.5. The Receiving Party is fully responsible and liable for any use and abuse of Confidential Information by the Permitted Users it provides access to the Confidential Information. 2.6. The Receiving Party shall not copy or reproduce any part of the Confidential Information in any form except as necessary for the Purpose. 2.7. The Receiving Party shall not attempt to reverse engineer, decrypt, disassemble, decompile, decipher, reconstruct or re-orient the circuit design, algorithms, logic or program code in the other party’s products, models or prototypes which contain Confidential Information and which are disclosed pursuant to this Agreement. 2.8. Immediately upon request by the Disclosing Party, the Receiving Party shall ensure that all physical copies of the Confidential Information including partial copies or adaptations thereof will be destroyed and shall ensure the permanent deletion of all copies thereof from its computer systemsupon first request of the disclosing Party and, unless in any information needs to be retained by the Receiving Party under the applicable laws and regulations. If any documents are retained by the Receiving Party pursuant to the preceding provisionevent, the Receiving Party shall keep such documents confidential in accordance with the terms upon termination of this Agreement. 2.93.7. The Receiving receiving Party will take all reasonable measures shall have the right to avoid disclosure refuse to accept any Confidential Information under this Agreement if it believes the receipt of such information would limit or unauthorized restrict in any way the use of Confidential Information, which measures shall include the highest degree of care that the Receiving Party utilizes to protect its own Confidential Information of a similar nature, which will in no event be a less than a reasonable degree of care. 2.10. The Receiving technology or otherwise impair its business interests and nothing herein shall obligate the disclosing Party agrees to immediately notify the Disclosing Party in writing of any unauthorized use or disclosure of Confidential Information which may come disclose to its attention and shall assist the Disclosing Party in remedying any such unauthorized use or disclosure. 2.11. The Receiving Party agrees to return all Confidential Information (tapes, disks, etc. including copies and samples made) received from the Disclosing Party immediately upon request after termination of the Agreement or to destroy them in an appropriate form (in accordance with ISO/IEC 21964, using devices of security level 4 - or higher - for documents or data carriers with Confidential Information) except for copies that the receiving party keeps for the purpose of proving the content and course of the business relationship, as well as back-up copies of data that are generated by means of automated backup processes of electronic data. The Disclosing Party must be informed of the destruction and the manner thereofany particular information.

Obligations of the Receiving Party. 2.1. The Receiving Party shall only use the Confidential Information for the Purpose. 2.2. The Receiving Party shall keep and shall ensure to keep the Confidential Information confidential and shall not disclose the Confidential Information to anyone except as permitted by this Agreement. 2.3. The Receiving Party shall only allow access to the Confidential Information to those of its employees, directors, officers, affiliates and its third-party professional advisers who have a need to know it for the Purpose (“Permitted Users”). 2.4. The Receiving Party shall ensure that all professional advisers (to the extent that any professional adviser is not under a professional duty to protect the confidentiality) to which the Receiving Party grants access to the Confidential Information have entered into a confidentiality agreement substantially similar to this Agreement before providing that professional adviser with any Confidential Information. 2.5. The Receiving Party is fully responsible and liable for any use and abuse of Confidential Information by the Permitted Users it provides access to the Confidential Information. 2.6. The Receiving Party shall not copy or reproduce any part of the Confidential Information in any form except as necessary for the Purpose. 2.7. The Receiving Party shall not attempt to reverse engineer, decrypt, disassemble, decompile, decipher, reconstruct or re-orient the circuit design, algorithms, logic or program code in the other party’s products, models or prototypes which contain Confidential Information and which are disclosed pursuant to this Agreement. 2.8. Immediately upon request by the Disclosing Party, the Receiving Party shall ensure that all physical copies of the Confidential Information including partial copies or adaptations thereof will be destroyed and shall ensure the permanent deletion of all copies thereof from its computer systems, unless any information needs to be retained by the Receiving Party under the applicable laws and regulations. If any documents are retained by the Receiving Party pursuant to the preceding provision, the Receiving Party shall keep such documents confidential in accordance with the terms of this Agreement. 2.9. The Receiving Party will take all reasonable measures to avoid disclosure or unauthorized use of Confidential Information, which measures shall include the highest degree of care that the Receiving Party utilizes to protect its own Confidential Information of a similar nature, which will in no event be a less than a reasonable degree of care. 2.10. The Receiving Party agrees to immediately notify the Disclosing Party in writing of any unauthorized use or disclosure of Confidential Information which may come to its attention and shall assist the Disclosing Party in remedying any such unauthorized use or disclosure. 2.11. The Receiving Party agrees to return all Confidential Information (tapes, disks, etc. including copies and samples made) received from the Disclosing Party immediately upon request after termination of the Agreement or to destroy them in an appropriate form (in accordance with ISO/IEC 21964, using devices of security level 4 - or higher - for documents or data carriers with Confidential Information) except for copies that the receiving party keeps for the purpose of proving the content and course of the business relationship, as well as back-up copies of data that are generated by means of automated backup processes of electronic data. The Disclosing Party must be informed of the destruction and the manner thereof.

Obligations of the Receiving Party. 2.1Subject to Sections 3 and 4, from the Effective Date and for three years thereafter, the Receiving Party (a) shall use the Confidential Information of the Disclosing Party solely for the Purpose and shall not use such Confidential Information for any other purpose, (b) shall keep confidential and not publish, make available or otherwise disclose any Confidential Information, except to its Representatives who reasonably require access to such Confidential Information in connection with the Purpose and who are bound by confidentiality and non-use obligations with respect to such Confidential Information that are no less onerous than those set forth in this Agreement, and (c) shall not disclose (including by issuing a press release or otherwise making any public statement) to any other Person the fact that Confidential Information has been made available to the Receiving Party, the fact that discussions or negotiations with respect to the Proposed Transaction are taking place between the parties, or any of the terms, conditions or other facts with respect to such discussions or negotiations (including the status thereof). For purposes of this Agreement, including Sections 3 and 4, the information described in the foregoing clause (c) shall be deemed to be Confidential Information of each party. The Receiving Party shall only use be jointly and severally liable for any breach by any of its Representatives of the Confidential Information for the Purpose. 2.2restrictions set forth in this Agreement. The Receiving Party shall keep and shall ensure to keep notify the Confidential Information confidential and shall not disclose the Confidential Information to anyone except as permitted by this Agreement. 2.3. The Receiving Disclosing Party shall only allow access to the Confidential Information to those of its employees, directors, officers, affiliates and its third-party professional advisers who have a need to know it for the Purpose (“Permitted Users”). 2.4. The Receiving Party shall ensure that all professional advisers (to the extent that any professional adviser is not under a professional duty to protect the confidentiality) to which promptly upon the Receiving Party grants access to the Confidential Information have entered into a confidentiality agreement substantially similar to this Agreement before providing that professional adviser with Party’s discovery of any Confidential Information. 2.5. The Receiving Party is fully responsible and liable for any disclosure or use and abuse of Confidential Information by the Permitted Users it provides access to the Confidential Information. 2.6. The Receiving Party shall not copy or reproduce any part of the Confidential Information in any form except as necessary for the Purpose. 2.7. The Receiving Disclosing Party shall not attempt to reverse engineer, decrypt, disassemble, decompile, decipher, reconstruct or re-orient the circuit design, algorithms, logic or program code in the other party’s products, models or prototypes which contain Confidential Information and which are disclosed pursuant to this Agreement. 2.8. Immediately upon request by the Disclosing Party, the Receiving Party shall ensure that all physical copies of the Confidential Information including partial copies or adaptations thereof will be destroyed and shall ensure the permanent deletion of all copies thereof from its computer systems, unless any information needs to be retained by the Receiving Party under or any of its Representatives in breach of the applicable laws terms hereof, and regulations. If any documents are retained by the Receiving Party pursuant to the preceding provisionParty, the Receiving Party at its expense, shall keep such documents confidential in accordance cooperate with the terms of this Agreement. 2.9. The Receiving Party will take all reasonable measures to avoid disclosure or unauthorized use of Confidential Information, which measures shall include the highest degree of care that the Receiving Party utilizes to protect its own Confidential Information of a similar nature, which will in no event be a less than a reasonable degree of care. 2.10. The Receiving Party agrees to immediately notify the Disclosing Party in writing of any unauthorized use or disclosure of Confidential Information which may come to its attention and shall assist at the Disclosing Party in remedying Party’s reasonable request to mitigate such breach and prevent any such unauthorized use or disclosurefurther breach hereof. 2.11. The Receiving Party agrees to return all Confidential Information (tapes, disks, etc. including copies and samples made) received from the Disclosing Party immediately upon request after termination of the Agreement or to destroy them in an appropriate form (in accordance with ISO/IEC 21964, using devices of security level 4 - or higher - for documents or data carriers with Confidential Information) except for copies that the receiving party keeps for the purpose of proving the content and course of the business relationship, as well as back-up copies of data that are generated by means of automated backup processes of electronic data. The Disclosing Party must be informed of the destruction and the manner thereof.

Obligations of the Receiving Party. 2.1. The Receiving Party shall only shall: a) use the Confidential Information only for the Business Purpose and shall hold the Confidential Information in confidence using the same degree of care as it normally exercises to protect its own proprietary information, taking into account the nature of the Confidential Information, and b) grant access to Confidential Information only to its employees on a ‘need to know basis’ and restrict such access as and when not necessary to carry out the Business Purpose. 2.2. The Receiving Party shall keep and shall ensure c) cause its employees to keep comply with the provisions of this Agreement; d) reproduce Confidential Information confidential and shall not only to the extent essential to fulfilling the Business Purpose, and e) prevent disclosure of Confidential Information to third parties; f) disclose the Confidential Information to anyone except its consultants/contractors on a need to know basis; provided that by doing so, the Receiving Party agrees to bind such consultants/ contractors to terms at least as permitted by this Agreement. 2.3restrictive as those stated herein. The Receiving Party shall only allow access to upon making a disclosure under this Clause shall: I. advise the Confidential Information to those consultants/contractors of its employees, directors, officers, affiliates and its third-party professional advisers who have a need to know it for the Purpose (“Permitted Users”)confidentiality obligations imposed on them by this Clause. 2.4II. The Receiving Party shall ensure that all professional advisers (to the extent that any professional adviser is not under a professional duty to protect the confidentiality) to which the Receiving Party grants access to the Confidential Information have entered into a confidentiality agreement substantially similar to this Agreement before providing that professional adviser with any Confidential Information. 2.5. The Receiving Party is fully responsible and liable for any use and abuse of Confidential Information by the Permitted Users it provides access to the Confidential Information. 2.6. The Receiving Party shall not copy or reproduce any part of the Confidential Information in any form except as necessary for the Purpose. 2.7. The Receiving Party shall not attempt to reverse engineer, decrypt, disassemble, decompile, decipher, reconstruct or re-orient the circuit design, algorithms, logic or program code in the other party’s products, models or prototypes which contain Confidential Information and which are disclosed pursuant to this Agreement. 2.8. Immediately upon request by the Disclosing Party's request, the Receiving Party shall ensure either return to the disclosing party all Confidential Information or shall certify to the disclosing party that all physical copies media containing Confidential Information have been destroyed. III. Provided, however, that an archival copy of the Confidential Information including partial copies or adaptations thereof will be destroyed and shall ensure the permanent deletion of all copies thereof from its computer systems, unless any information needs to may be retained by in the files of the Receiving Party under the applicable laws and regulations. If any documents are retained by the Receiving Party pursuant to the preceding provisionParty's counsel, the Receiving Party shall keep such documents confidential in accordance with the terms of this Agreement. 2.9. The Receiving Party will take all reasonable measures to avoid disclosure or unauthorized use of Confidential Information, which measures shall include the highest degree of care that the Receiving Party utilizes to protect its own Confidential Information of a similar nature, which will in no event be a less than a reasonable degree of care. 2.10. The Receiving Party agrees to immediately notify the Disclosing Party in writing of any unauthorized use or disclosure of Confidential Information which may come to its attention and shall assist the Disclosing Party in remedying any such unauthorized use or disclosure. 2.11. The Receiving Party agrees to return all Confidential Information (tapes, disks, etc. including copies and samples made) received from the Disclosing Party immediately upon request after termination of the Agreement or to destroy them in an appropriate form (in accordance with ISO/IEC 21964, using devices of security level 4 - or higher - for documents or data carriers with Confidential Information) except for copies that the receiving party keeps solely for the purpose of proving the content and course contents of the business relationship, as well as back-up copies Confidential Information. IV. not to remove any of data that are generated by means the other Party’s Confidential Information from the premises of automated backup processes of electronic data. The the Disclosing Party without prior written approval. V. exercise extreme care in protecting the confidentiality of any Confidential Information which is removed, only with the Disclosing Party’s prior written approval, from the Disclosing Party’s premises. Each Party agrees to comply with any and all terms and conditions the disclosing party may impose upon any such approved removal, such as conditions that the removed Confidential Information and all copies must be informed returned by a certain date, and that no copies are to be made off of the destruction and premises. VI. Upon the manner Disclosing Party’s request, the Receving Party shall promptly return to the Disclosing Party all tangible items containing or consisting of the disclosing party’s Confidential Information all copies thereof.

Obligations of the Receiving Party. 2.1. The Receiving Party shall only shall: (a) use the Confidential Information only for the Business Purpose and shall hold the Confidential Information in confidence using the same degree of care as it normally exercises to protect its own proprietary information, taking into account the nature of the Confidential Information, and (b) grant access to Confidential Information only to its employees on a ‘need to know basis’ and restrict such access as and when not necessary to carry out the Business Purpose. 2.2. The Receiving Party shall keep and shall ensure (c) cause its employees to keep comply with the provisions of this NDA; (d) reproduce Confidential Information confidential and shall not only to the extent essential to fulfilling the Business Purpose; (e) prevent disclosure of Confidential Information to third parties; (f) disclose the Confidential Information to anyone except its consultants/contractors on a ‘need to know basis’, provided that by doing so, the Receiving Party agrees to bind such consultants/ contractors to terms at least as permitted by this Agreement. 2.3restrictive as those stated herein. The Receiving Party shall only allow access to upon making a disclosure under this Clause shall: I. advice the Confidential Information to those consultants/contractors of its employees, directors, officers, affiliates and its third-party professional advisers who have a need to know it for the Purpose (“Permitted Users”)confidentiality obligations imposed on them by this Clause. 2.4II. The Receiving Party shall ensure that all professional advisers (to the extent that any professional adviser is not under a professional duty to protect the confidentiality) to which the Receiving Party grants access to the Confidential Information have entered into a confidentiality agreement substantially similar to this Agreement before providing that professional adviser with any Confidential Information. 2.5. The Receiving Party is fully responsible and liable for any use and abuse of Confidential Information by the Permitted Users it provides access to the Confidential Information. 2.6. The Receiving Party shall not copy or reproduce any part of the Confidential Information in any form except as necessary for the Purpose. 2.7. The Receiving Party shall not attempt to reverse engineer, decrypt, disassemble, decompile, decipher, reconstruct or re-orient the circuit design, algorithms, logic or program code in the other party’s products, models or prototypes which contain Confidential Information and which are disclosed pursuant to this Agreement. 2.8. Immediately upon request by the Disclosing Party's request, the Receiving Party shall ensure either return to the disclosing party all Confidential Information or shall certify to the disclosing party that all physical copies media containing Confidential Information have been destroyed. III. Provided, however, that an archival copy of the Confidential Information including partial copies or adaptations thereof will be destroyed and shall ensure the permanent deletion of all copies thereof from its computer systems, unless any information needs to may be retained by in the files of the Receiving Party under the applicable laws and regulations. If any documents are retained by the Receiving Party pursuant to the preceding provisionParty's counsel, the Receiving Party shall keep such documents confidential in accordance with the terms of this Agreement. 2.9. The Receiving Party will take all reasonable measures to avoid disclosure or unauthorized use of Confidential Information, which measures shall include the highest degree of care that the Receiving Party utilizes to protect its own Confidential Information of a similar nature, which will in no event be a less than a reasonable degree of care. 2.10. The Receiving Party agrees to immediately notify the Disclosing Party in writing of any unauthorized use or disclosure of Confidential Information which may come to its attention and shall assist the Disclosing Party in remedying any such unauthorized use or disclosure. 2.11. The Receiving Party agrees to return all Confidential Information (tapes, disks, etc. including copies and samples made) received from the Disclosing Party immediately upon request after termination of the Agreement or to destroy them in an appropriate form (in accordance with ISO/IEC 21964, using devices of security level 4 - or higher - for documents or data carriers with Confidential Information) except for copies that the receiving party keeps solely for the purpose of proving the content and course contents of the business relationship, as well as back-up copies Confidential Information. IV. not to remove any of data that are generated by means the other Party’s Confidential Information from the premises of automated backup processes of electronic data. The the Disclosing Party without prior written approval. V. exercise extreme care in protecting the confidentiality of any Confidential Information which is removed, only with the Disclosing Party’s prior written approval, from the Disclosing Party’s premises. Each Party agrees to comply with any and all terms and conditions the disclosing party may impose upon any such approved removal such as that the removed Confidential Information and all copies must be informed returned by a certain date, and that no copies are to be made off of the destruction premises. VI. Upon the Disclosing Party’s request, the Receiving Party shall promptly return to the Disclosing Party all tangible items containing or consisting of the disclosing party’s Confidential Information and the manner all copies thereof.

Obligations of the Receiving Party. 2.1. The Receiving Party shall only shall: (a) use the Confidential Information only for the Purpose. 2.2. The Receiving Party shall keep Business Purpose and shall ensure to keep hold the Confidential Information confidential in confidence using the same degree of care as it normally exercises to protect its own proprietary information, taking into account the nature of the Confidential Information, and shall grant access to Confidential Information only to its employees on a ‘need to know basis’ and restrict such access as and when not necessary to carry out the Business Purpose. cause its employees to comply with the provisions of this Agreement; reproduce Confidential Information only to the extent essential to fulfilling the Business Purpose, and prevent disclosure of Confidential Information to third parties; disclose the Confidential Information to anyone except its consultants/contractors on a need to know basis; provided that by doing so, the Receiving Party agrees to bind such consultants/ contractors to terms at least as permitted by this Agreement. 2.3restrictive as those stated herein. The Receiving Party shall only allow access to upon making a disclosure under this Clause shall: I. advise the Confidential Information to those consultants/contractors of its employees, directors, officers, affiliates and its third-party professional advisers who have a need to know it for the Purpose (“Permitted Users”)confidentiality obligations imposed on them by this Clause. 2.4II. The Receiving Party shall ensure that all professional advisers (to the extent that any professional adviser is not under a professional duty to protect the confidentiality) to which the Receiving Party grants access to the Confidential Information have entered into a confidentiality agreement substantially similar to this Agreement before providing that professional adviser with any Confidential Information. 2.5. The Receiving Party is fully responsible and liable for any use and abuse of Confidential Information by the Permitted Users it provides access to the Confidential Information. 2.6. The Receiving Party shall not copy or reproduce any part of the Confidential Information in any form except as necessary for the Purpose. 2.7. The Receiving Party shall not attempt to reverse engineer, decrypt, disassemble, decompile, decipher, reconstruct or re-orient the circuit design, algorithms, logic or program code in the other party’s products, models or prototypes which contain Confidential Information and which are disclosed pursuant to this Agreement. 2.8. Immediately upon request by the Disclosing Party's request, the Receiving Party shall ensure either return to the disclosing party all Confidential Information or shall certify to the disclosing party that all physical copies media containing Confidential Information have been destroyed. III. Provided, however, that an archival copy of the Confidential Information including partial copies or adaptations thereof will be destroyed and shall ensure the permanent deletion of all copies thereof from its computer systems, unless any information needs to may be retained by in the files of the Receiving Party under the applicable laws and regulations. If any documents are retained by the Receiving Party pursuant to the preceding provisionParty's counsel, the Receiving Party shall keep such documents confidential in accordance with the terms of this Agreement. 2.9. The Receiving Party will take all reasonable measures to avoid disclosure or unauthorized use of Confidential Information, which measures shall include the highest degree of care that the Receiving Party utilizes to protect its own Confidential Information of a similar nature, which will in no event be a less than a reasonable degree of care. 2.10. The Receiving Party agrees to immediately notify the Disclosing Party in writing of any unauthorized use or disclosure of Confidential Information which may come to its attention and shall assist the Disclosing Party in remedying any such unauthorized use or disclosure. 2.11. The Receiving Party agrees to return all Confidential Information (tapes, disks, etc. including copies and samples made) received from the Disclosing Party immediately upon request after termination of the Agreement or to destroy them in an appropriate form (in accordance with ISO/IEC 21964, using devices of security level 4 - or higher - for documents or data carriers with Confidential Information) except for copies that the receiving party keeps solely for the purpose of proving the content and course contents of the business relationship, as well as back-up copies Confidential Information. IV. not to remove any of data that are generated by means the other Party’s Confidential Information from the premises of automated backup processes of electronic data. The the Disclosing Party without prior written approval. V. exercise extreme care in protecting the confidentiality of any Confidential Information which is removed, only with the Disclosing Party’s prior written approval, from the Disclosing Party’s premises. Each Party agrees to comply with any and all terms and conditions the disclosing party may impose upon any such approved removal, such as conditions that the removed Confidential Information and all copies must be informed returned by a certain date, and that no copies are to be made off of the destruction and premises. VI. Upon the manner Disclosing Party’s request, the Receiving Party shall promptly return to the Disclosing Party all tangible items containing or consisting of the disclosing party’s Confidential Information all copies thereof.

Obligations of the Receiving Party. 2.1. The Receiving Party shall only shall: a) Keep all Confidential Information secret and confidential; b) Not use any Confidential Information to obtain any financial, commercial, trading and/or other advantage or in direct or indirect competition with the other Party, but rather use Confidential Information for the Purpose.sole purpose of effectuating the mutual transaction(s) contemplated hereby; 2.2. The Receiving Party shall keep and shall ensure to keep the Confidential Information confidential and shall not c) Not disclose the Confidential Information to anyone except as permitted by this Agreement.any third Party whatsoever without prior written approval from the Disclosing Party; 2.3. The Receiving Party shall only allow access d) Not make any announcement or disclosure regarding discussions that are taking place between any and all Parties, or any of the terms, conditions or other facts with respect to any offer or transaction, including the status thereof, without prior written approval from the Disclosing Party; e) With respect to the Confidential Information future transactions contemplated hereby, only make contact with such clients, contacts, advisers to, or employees of, the Disclosing Party and his/her Interested Parties as the Disclosing Party may temporarily nominate ("Communicative Nomination") in writing or verbally from time to those of time and not make contact with any other persons connected with the Disclosing Party and its employeesInterested Parties, including owners, shareholders, directors, officers, affiliates and its third-party professional members, managers, partners, employees or advisers who of that Party. At any time, the Disclosing Party may terminate, whether verbally or in writing, a Communicative Nomination they have a need to know it for the Purpose (“Permitted Users”). 2.4. The Receiving Party shall ensure that all professional advisers (granted to the extent that any professional adviser is not under a professional duty to protect the confidentiality) to which Receiving Party, thereby prohibiting the Receiving Party grants access to thereafter from communicating in anyway with the Confidential Information have entered into terminated Communicative Nomination. At no time shall a confidentiality agreement substantially similar to this Agreement before providing that professional adviser with any Confidential Information. 2.5. The Communicative Nomination grant the Receiving Party is fully responsible and liable for the right to circumvent and/or exclude the Disclosing Party from participating in any use and abuse current or future discussions, communications, or potential transactions arising in whole or in part from the disclosure of Confidential Information by the Permitted Users it provides access to the Confidential Information.information; 2.6. The Receiving Party shall not copy or reproduce any part f) Not make copies of the Confidential Information except those copies as may be required for evaluation, in any form except as necessary for which event the Purpose. 2.7. The Receiving Party shall not attempt agrees to reverse engineernotify the Disclosing Party promptly of the number and identity of the copies made and, decrypt, disassemble, decompile, decipher, reconstruct or re-orient the circuit design, algorithms, logic or program code in the other party’s products, models or prototypes which contain Confidential Information and which are disclosed pursuant to this Agreement. 2.8. Immediately upon request whenever required by the Disclosing Party, the whereabouts of the same; g) Terminate discussions upon Disclosing Party’s written request, or if verbally agreed between the Parties, and promptly return to the Disclosing Party all Confidential Information and all other written material or other material (in whatsoever medium) relating to the Confidential Information and all copies extracts derivatives and any and all reproductions thereof; or, if agreed by the Disclosing Party in writing, destroy all such material together with all copies, extracts or other reproductions thereof; h) Inform the Disclosing Party of any and all business dealings due in whole or in part to any disclosure of Confidential Information by the Receiving Party; i) Forward to the Disclosing Party shall ensure copies of any and all documents drafted, including drafts by Interested Parties and their advisors, as intended for a Party's Interested Party involving a contemplated business transaction between respective Interested Parties; j) Agree that all physical copies Confidential Information shall remain the property of the Disclosing Party and the disclosure of the Confidential Information including partial copies or adaptations thereof will not be destroyed and shall ensure the permanent deletion of all copies thereof from its computer systems, unless any information needs deemed to be retained by confer upon the Receiving Party under any rights whatsoever in respect to any part thereof except for the applicable laws and regulations. If any documents are retained by the Receiving Party pursuant to the preceding provision, the Receiving Party shall keep such documents confidential purposes mentioned in accordance with the terms of this Agreement. 2.9. The Receiving Party will take all reasonable measures to avoid disclosure or unauthorized use of Confidential Information, which measures shall include k) Not act on the highest degree of care that the Receiving Party utilizes to protect its own Confidential Information of a similar natureto buy any stock in the public marketplace, which will in no event be a less than a reasonable degree of care. 2.10. The Receiving Party agrees to immediately notify the Disclosing Party in writing of any unauthorized use or disclosure of Confidential Information which may come to its attention and shall assist the Disclosing Party in remedying any such unauthorized use or disclosure. 2.11. The Receiving Party agrees to return all Confidential Information (tapes, disks, etc. including copies and samples made) received from the Disclosing Party immediately upon request after termination of the Agreement or to destroy them otherwise participate in an appropriate form (in accordance with ISO/IEC 21964, using devices of security level 4 - or higher - for documents or data carriers with Confidential Information) except for copies that the receiving party keeps for the purpose of proving the content and course of the business relationship, as well as back-up copies of data that are generated by means of automated backup processes of electronic data. The Disclosing Party must be informed of the destruction and the manner thereofany ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇.