Common use of Restrictions on Disclosure and Use Clause in Contracts

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a party does not wish to disclose without restriction (“Information”) shall remain the property of the furnishing party and may be used by the receiving party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination or expiration of this Agreement; and (c) shall be disclosed only to employees or agents of the receiving party who have a need to know. Moreover, such Information shall be used by the receiving party only for the purpose of performing under this Agreement or in the exercise of any rights it may receive under this Agreement. Unless the furnishing party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving party. The receiving party may disclose such Information to other persons, upon the furnishing party’s prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing party. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving party; or (ii) after it has become generally available to the public without breach of this Agreement by the receiving party; or (iii) which at the time of disclosure to the receiving party was known to such party free of restriction and clearly evidenced by documentation in such party’s possession; or (iv) which the furnishing party agrees in writing is free of such restrictions; or (v) which is disclosed in response to a valid legal order of a competent court of law or other order; provided, however, that the receiving party shall first notify the disclosing party in writing of such order and permit the disclosing party to seek an appropriate protective order to ensure that the information being disclosed remains protected as confidential. The provisions of this Section 15 shall be effective for a period of fifteen (15) years after the date of the last disclosure made under this Agreement.

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a party does not wish to disclose without restriction (“Information”) shall remain the property of the furnishing party and may be used by the receiving party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use Except as expressly authorized provided in this Agreement; , the Director will not disclose any Confidential Information to third parties or use any Confidential Information other than in connection with serving as a director of the Company without in each instance securing the prior written consent of the Company. (b) shallNothing contained in this Agreement shall prevent the Director from disclosing Confidential Information to officers, together directors, accountants and counsel for the Company or any other Tempur Company. In addition, nothing in this Agreement shall prevent the Director from disclosing Confidential Information (x) to the Director’s legal counsel (“Director Representative”) for the purpose of advising the Director on his rights and duties as a director of the Company and (y) to H Partners and any other H Partners Group Member listed on Schedule A or any of their directors, officers and employees listed in Schedule A under “Other H Partners Representatives” (with the H Partners Group Members and all such directors, officers and employees referred to individually as an “H Partners Representative” and collectively as the “H Partners Representatives”) for one or more of the Permitted Purposes. Each H Partners Group Member agrees that it or he will not use Confidential Information except for Permitted Purposes, will not disclose Confidential Information to third parties and will not disclose Confidential Information to any full other H Partners Representatives unless, if such H Partners Representative is not a party to this Agreement or partial copies thereofhas not otherwise already delivered a Representative Undertaking as described below, agrees in writing to comply with the provisions of this Agreement by executing a Representative Undertaking in the form attached hereto as Exhibit A, which shall be returned or destroyed when no longer needed or upon for the benefit of and enforceable by the Company provided, further, that prior to the disclosure of any termination or expiration Confidential Information to any H Partners Representative, the Director must first have received from such H Partners Representative a duly executed Representative Undertaking in the form attached hereto as Exhibit A and a copy of such Representative Undertaking much have been provided to the Company pursuant to the notice provisions in Section 4.4 of this Agreement; provided, further, that the Director shall be entitled to supplement Schedule A attached hereto upon the Company’s prior written consent (such consent not to be unreasonably withheld) to add any H Partners Representatives not now existing or retained, as applicable, so long as such persons or entities qualify as such under the terms of this Agreement and execute a duly executed Representative Undertaking in the form attached hereto as Exhibit A and submitted to the Company in accordance with the terms hereof. Any Director Representative shall only be provided Confidential Information by the Director if such Director Representative agrees in writing to comply with the provisions of this Agreement by executing and delivering a Representative Undertaking, which shall be for the benefit of and enforceable by the Company and shall be delivered to the Company prior to sharing any Confidential Information with that Director Representative. (c) shall be disclosed only Notwithstanding paragraphs (a) and (b) above, in no event will the Director disclose to employees or agents of the receiving party who have a need to know. Moreover, such Information shall be used by the receiving party only for the purpose of performing under this Agreement or in the exercise of any rights it may receive under this Agreement. Unless the furnishing party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving party. The receiving party may disclose such Information to other persons, upon the furnishing party’s prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing party. These restrictions on the use or disclosure of Information shall not apply to any Information: anyone (i) which can any Confidential Information that is marked “Privileged”, “Attorney Client Privileged” or with similar language indicating that the information may be proven to be the subject of one or have been independently developed more claims of privilege by the receiving party; Tempur Companies, or (ii) after it has become generally available any Confidential Information relating to the public without breach of this Agreement by the receiving party; H Partners or any H Partners Group Member (iii) which at the time of disclosure to the receiving party was known to such party free of restriction and clearly evidenced by documentation in such party’s possession; or (iv) which the furnishing party agrees in writing is free of such restrictions; or (v) which is disclosed in response to a valid legal order of a competent court of law or other order; provided, however, that the receiving party shall first notify the disclosing party in writing of such order and permit the disclosing party to seek an appropriate protective order to ensure that the information being disclosed remains protected as confidential. The provisions of this Section 15 shall be effective for a period of fifteen (15) years after the date of the last disclosure made under this Agreementthan Mr. Nabi).

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a party Party does not wish to disclose without restriction (“Information”) shall remain the property of the furnishing party Party and may be used by the receiving party Party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination or expiration of this Agreement; and (c) shall be disclosed only to employees or agents of the receiving party who have a Party and Affiliates of a Party, all with a need to know. Such Affiliates or agents shall enter into a nondisclosure agreement with the receiving Party setting forth the obligations substantially equal to those herein prior to the disclosure of information by receiving Party to such Affiliates or agents. Moreover, such Information shall be used by the receiving party Party only for the purpose of performing purposes contemplated under this Agreement or in the exercise of any its rights it may receive expressly under the provisions of this Agreement. Unless the furnishing party Party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving partyParty. The receiving party Party may disclose such Information to other persons, upon the furnishing partyParty’s prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving party Party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing party Party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing partyParty. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving partyParty or lawfully received free of restriction from another source having the right to so furnish such Information; or (ii) after it has become generally available to the public without breach of this Agreement by the receiving partyParty; or (iii) which at the time of disclosure to the receiving party Party was known to such party Party free of restriction and clearly evidenced by documentation in such partyParty’s possession; or (iv) which the furnishing party disclosing Party agrees in writing is free of such restrictions; or (v) which is disclosed in response to a valid legal order of a competent court of law or other order; provided, however, that the receiving party shall first notify the disclosing party in writing of such order and permit the disclosing party to seek an appropriate protective order to ensure that the information being disclosed remains protected as confidential. The provisions of this Section 15 shall be effective for a period of fifteen (15) years after the date of the last disclosure made under this Agreement.

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a party Party does not wish to disclose without restriction (“Information”) shall remain the property of the furnishing party Party and may be used by the receiving party Party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; and (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination or expiration of this Agreement; , and (c) shall be disclosed only to employees or agents of the receiving party who have a Party with a need to know. Moreover, such Information shall be used by the receiving party Party only for the purpose of performing under this Agreement or in the exercise of any its rights it may receive under the provisions of this Agreement. Unless the furnishing party Party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving partyParty. The receiving party Party may disclose such Information to other persons, upon the furnishing partyParty’s prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving party Party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing party Party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing partyParty. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving partyParty or lawfully received free of restriction from another source having the right to so furnish such Information; or (ii) after it has become generally available known to the public without breach of this Agreement by the receiving partyParty; or (iii) which at the time of disclosure to the receiving party Party was known to such party Party free of restriction and clearly evidenced by documentation in such partyParty’s possession; or (iv) which the furnishing party disclosing Party agrees in writing is free of such restrictions; or (v) which is the subject of a subpoena or other legal or administrative demand for disclosure or is disclosed in response to a valid legal order of a competent court of law or other governmental body, but only to the extent of and for the purposes of such demand or order; provided, however, that the such receiving party Party shall first notify the disclosing party furnishing Party in writing of such the demand or order and permit and cooperate with the disclosing furnishing party to seek in seeking an appropriate protective order to ensure that (or an equivalent mechanism for protecting such Information in the information being disclosed remains protected as confidential. The provisions of this Section 15 shall be effective for a period of fifteen (15) years after the date of the last disclosure made under this Agreementrelevant jurisdictions).

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a party Party does not wish to disclose without restriction (“Information”) shall remain the property of the furnishing party Party and may be used by the receiving party Party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination or expiration of this Agreement; and (c) shall be disclosed only to employees or agents of the receiving party who have a Party and Affiliates of a Party, all with a need to know. Such Affiliates or agents shall enter into a nondisclosure agreement with the receiving Party setting forth the obligations substantially equal to those herein prior to the disclosure of Information by receiving Party to such Affiliates or agents. Moreover, such Information shall be used by the receiving party Party only for the purpose of performing purposes contemplated under this Agreement or in the exercise of any its rights it may receive expressly under the provisions of this Agreement. Unless the furnishing party Party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving partyParty. The receiving party Party may disclose such Information to other persons, upon the furnishing partyParty’s prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving party Party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing party Party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing partyParty. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving partyParty or lawfully received free of restriction from another source having the right to so furnish such Information; or (ii) after it has become generally available to the public without breach of this Agreement by the receiving partyParty; or (iii) which at the time of disclosure to the receiving party Party was known to such party Party free of restriction and clearly evidenced by documentation in such partyParty’s possession; or (iv) which the furnishing party disclosing Party agrees in writing is free of such restrictions; or (v) which is disclosed in response to a valid legal order of a competent court of law or other order; provided, however, that the receiving party shall first notify the disclosing party in writing of such order and permit the disclosing party to seek an appropriate protective order to ensure that the information being disclosed remains protected as confidential. The provisions of this Section 15 shall be effective for a period of fifteen (15) years after the date of the last disclosure made under this Agreement.

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a party Party does not wish to disclose without restriction (“Information”) shall remain the property of the furnishing party Party and may be used by the receiving party Party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; and (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination or expiration of this Agreement; , and (c) shall be disclosed only to employees or agents of the receiving party who have a Party with a need to know. Moreover, such Information shall be used by the receiving party Party only for the purpose of performing under this Agreement or in the exercise of any its rights it may receive under the provisions of this Agreement. Unless the furnishing party Party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving partyParty. The receiving party Party may disclose such Information to other persons, upon the furnishing partyParty’s prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving party Party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing party Party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing partyParty. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving partyParty or lawfully received free of restriction from another source having the right to so furnish such Information; or (ii) after it has become generally available to the public without breach of this Agreement by the receiving partyParty; or (iii) which at the time of disclosure to the receiving party Party was known to such party Party free of restriction and clearly evidenced by documentation in such partyParty’s possession; or (iv) which the furnishing party disclosing Party agrees in writing is free of such restrictions; or (v) which is disclosed in response to a valid legal order of a competent court of law or other order; provided, however, that the receiving party shall first notify the disclosing party in writing of such order and permit the disclosing party to seek an appropriate protective order to ensure that the information being disclosed remains protected as confidential. The provisions of this Section 15 shall be effective for a period of fifteen (15) years after the date of the last disclosure made under this Agreement.

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a party Party does not wish to disclose without restriction (“Information”) shall remain the property of the furnishing party Party and may be used by the receiving party Party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination or expiration of this Agreement; and (c) shall be disclosed only to employees or agents of the receiving party who have a Party and Affiliates of a Party, all with a need to know. Such Affiliates or agents shall enter into a nondisclosure agreement with the receiving Party setting forth the obligations substantially equal to those herein prior to the disclosure of Information by receiving Party to such Affiliates or agents. Moreover, such Information shall be used by the receiving party Party only for the purpose of performing purposes contemplated under this Agreement or in the exercise of any its rights it may receive expressly under the provisions of this Agreement. Unless the furnishing party Party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving partyParty. The receiving party Party may disclose such Information information to other persons, upon the furnishing partyParty’s prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving party Party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing party Party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing partyParty. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving partyParty or lawfully received free of restriction from another source having the right to so furnish such Information; or (ii) after it has become generally available to the public without breach of this Agreement by the receiving partyParty; or (iii) which at the time of disclosure to the receiving party Party was known to such party Party free of restriction and clearly evidenced by documentation in such partyParty’s possession; or (iv) which the furnishing party disclosing Party agrees in writing is free of such restrictions; or (v) which is disclosed in response to a valid legal order of a competent court of law or other order; provided, however, that the receiving party shall first notify the disclosing party in writing of such order and permit the disclosing party to seek an appropriate protective order to ensure that the information being disclosed remains protected as confidential. The provisions of this Section 15 shall be effective for a period of fifteen (15) years after the date of the last disclosure made under this Agreement.

Restrictions on Disclosure and Use. All documentation The Receiving Party hereby agrees, insofar as it may be the Receiving Party:- 3.1 that it shall only be entitled to use the Confidential Information of the Disclosing Party for the specific purposes set out in the Disclosing Purpose, and technical it shall not utilize, employ, exploit or in any other manner use the Confidential Information of the Disclosing Party for any purpose other than the Disclosing Purpose; 3.2 subject to clauses 3.3 and business information and intellectual property in whatever form recorded that a party does 4.2, not wish to disclose without restriction (“Information”) shall remain the property Confidential Information of the furnishing Disclosing Party to any third party and or publish such information in any manner, for any reason or purpose whatsoever without the prior written consent of the Disclosing Party, which consent may be used withheld in the sole discretion of the Disclosing Party; 3.3 it will restrict the dissemination of the Confidential Information of the Disclosing Party to only those of its or its Affiliates’ personnel and professional advisers of good repute, who are under a duty as employees or under a professional duty of confidence as advisers as regards information parted to them and who are actively involved in the ‘Disclosing Purpose and then only on a "need to know" basis, and will take all practical steps to impress upon those personnel and advisers who need to be given access to Confidential Information the terms of this Agreement and the secret and confidential nature of the Confidential Information and secure their agreement to treat such information as confidential consistently with the terms of this Agreement; 3.4 that its Affiliates shall comply with the terms of this Agreement as if they were parties hereto in place of the Receiving Party; 3.5 that any unauthorized use, publication or other disclosure of the Confidential Information of the Disclosing Party may cause irreparable loss, harm and damage to the Disclosing Party. Accordingly, the Receiving Party hereby indemnifies and holds the Disclosing Party harmless against any loss, action, expense, claim, harm or damage of whatsoever nature suffered or sustained by the receiving party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination or expiration Disclosing Party pursuant to : 3.5.1 a breach by the Receiving Party of the provisions of this Agreement; and (c) shall be disclosed only to employees or agents of the receiving party who have a need to know. Moreoveror 3.5.2 any unauthorized use, such Information shall be used by the receiving party only for the purpose of performing under this Agreement or in the exercise of any rights it may receive under this Agreement. Unless the furnishing party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving party. The receiving party may disclose such Information to other persons, upon the furnishing party’s prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing party. These restrictions on the use publication or disclosure of any Confidential Information by any of the Receiving Party’s personnel; and 3.6 the Receiving Party shall not apply acquire no right, title or interest in any information disclosed to any Information: (i) which can be proven to be or have been independently developed it by the receiving party; or (ii) after it has become generally available Disclosing Party pursuant to the public without breach of this Agreement by the receiving party; or (iii) which at the time of disclosure to the receiving party was known to such party free of restriction and clearly evidenced by documentation in such party’s possession; or (iv) which the furnishing party agrees in writing is free of such restrictions; or (v) which is disclosed in response to a valid legal order of a competent court of law or other order; provided, however, that the receiving party shall first notify the disclosing party in writing of such order and permit the disclosing party to seek an appropriate protective order to ensure that the information being disclosed remains protected as confidential. The provisions of this Section 15 shall be effective for a period of fifteen (15) years after the date of the last disclosure made under this Agreement.

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a party Party does not wish to disclose without restriction (“"Information”") shall remain the property of the furnishing party Party and may be used by the receiving party Party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; and (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination or expiration of this Agreement; , and (c) shall be disclosed only to employees or agents of the receiving party who have a Party with a need to know. Moreover, such Information shall be used by the receiving party Party only for the purpose of performing under this Agreement or in the exercise of any its rights it may receive under the provisions of this Agreement. Unless the furnishing party Party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving partyParty. The receiving party Party may disclose such Information to other persons, upon the furnishing party’s Party's prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving party Party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing party Party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing partyParty. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving partyParty or lawfully received free of restriction from another source having the right to so furnish such Information; or (ii) after it has become generally available to the public without breach of this Agreement by the receiving partyParty; or (iii) which at the time of disclosure to the receiving party Party was known to such party Party free of restriction and clearly evidenced by documentation in such party’s Party's possession; or (iv) which the furnishing party disclosing Party agrees in writing is free of such restrictions; or (v) which is disclosed in response to a valid legal order of a competent court of law or other order; provided, however, that the receiving party shall first notify the disclosing party in writing of such order and permit the disclosing party to seek an appropriate protective order to ensure that the information being disclosed remains protected as confidential. The provisions of this Section 15 shall be effective for a period of fifteen (15) years after the date of the last disclosure made under this Agreement.

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a party Party does not wish to disclose without restriction (“"Information”") shall remain the property of the furnishing party Party and may be used by the receiving party Party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination or expiration of this Agreement; and (c) shall be disclosed only to employees or agents of the receiving party who have a Party and Affiliates of a Party, all with a need to know. Such Affiliates or agents shall enter into a nondisclosure agreement with the receiving Party setting forth the obligations substantially equal to those herein prior to the disclosure of Information by receiving Party to such Affiliates or agents. Moreover, such Information shall be used by the receiving party Party only for the purpose of performing purposes contemplated under this Agreement or in the exercise of any its rights it may receive expressly under the provisions of this Agreement. Unless the furnishing party Party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving partyParty. The receiving party Party may disclose such Information to other persons, upon the furnishing party’s Party's prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving party Party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing party Party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing partyParty. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving partyParty or lawfully received free of restriction from another source having the right to so furnish such Information; or (ii) after it has become generally available to the public without breach of this Agreement by the receiving partyParty; or (iii) which at the time of disclosure to the receiving party Party was known to such party Party free of restriction and clearly evidenced by documentation in such party’s Party's possession; or (iv) which the furnishing party disclosing Party agrees in writing is free of such restrictions; or (v) which is disclosed in response to a valid legal order of a competent court of law or other order; provided, however, that the receiving party shall first notify the disclosing party in writing of such order and permit the disclosing party to seek an appropriate protective order to ensure that the information being disclosed remains protected as confidential. The provisions of this Section 15 shall be effective for a period of fifteen (15) years after the date of the last disclosure made under this Agreement.

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a party does not wish to disclose without restriction (“Information”) shall remain the property of the furnishing party and may be used by the receiving party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination or expiration of this Agreement; , and (c) shall be disclosed only to Affiliates, employees or agents Agents of the receiving party who have a need to know. Moreover, such Information shall be used by the receiving party only for the purpose of performing under this Agreement or in the exercise of any rights it may receive under this Agreement. Unless the furnishing party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving party. The receiving party may disclose such Information to other persons, upon the furnishing party’s prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing party. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving party; or (ii) after it has become generally available known to the public without breach of this Agreement by from a source having the receiving party; right to disclose such Information: or (iii) which at the time lime of disclosure to the receiving party was known to such party free of restriction and clearly evidenced by documentation in In such party’s possession; or (iv) which the furnishing party agrees in writing is free of such restrictions; or (v) which is disclosed in response to a valid legal order of a competent court of law or other order; provided, however, that the receiving party shall first notify the disclosing party in writing of such order and permit the disclosing party to seek an appropriate protective order to ensure that the information being disclosed remains protected as confidential. confidential The provisions of this Section 15 shall be effective for a period of fifteen (15) years after the date of the last disclosure made under this Agreement.Agreement QCTAP Confidential/Proprietary

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a party does not wish to disclose without restriction (“Information”) shall remain the property Each of the furnishing Parties agrees that as to any Confidential Information relating to one party and may be used ("Discloser") obtained in any manner by the receiving other party only as follows. Such Information ("Recipient") hereunder: (a) shall not be reproduced to use such Confidential Information only in the performance of this Agreement or copied, in whole as otherwise expressly permitted by this Agreement or part, except for use as expressly authorized in this Agreement; by the Discloser; (b) shall, together with not to make copies of any full such Confidential Information or partial copies thereof, be returned or destroyed when no longer needed or upon any termination or expiration of part thereof except to the extent required to fulfill the Party's obligations under this Agreement; and ; (c) shall be disclosed only not to employees or agents of the receiving party who have a need to know. Moreover, disclose any such Information shall be used by the receiving party only for the purpose of performing under this Agreement or in the exercise of any rights it may receive under this Agreement. Unless the furnishing party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving party. The receiving party may disclose such Confidential Information to other personsany third-party, upon using the furnishing party’s prior written authorizationsame degree of care used to protect Recipient's own confidential or proprietary information of like importance, but solely to perform acts which this clause expressly authorizes the receiving party to perform itself and further provided such other person agrees in writing (a copy any case using no less than reasonable degree of which writing will be provided to the furnishing party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing party. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving party; or (ii) after it has become generally available to the public without breach of this Agreement by the receiving party; or (iii) which at the time of disclosure to the receiving party was known to such party free of restriction and clearly evidenced by documentation in such party’s possession; or (iv) which the furnishing party agrees in writing is free of such restrictions; or (v) which is disclosed in response to a valid legal order of a competent court of law or other ordercare; provided, however, that Recipient may disclose Confidential Information received hereunder to (i) its Affiliates who are bound to protect the receiving party shall first notify received Confidential Information from unauthorized use and disclosure under the disclosing party in writing terms of such order a written agreement (including without limitation a pre-existing written agreement), and permit the disclosing party (ii) its employees, consultants and agents, and it Affiliates' employees, consultants and agents, who have a need to seek an appropriate protective order know to ensure that the information being disclosed remains protected as confidential. The provisions of this Section 15 shall be effective for a period of fifteen (15) years after the date of the last disclosure made perform or exercise rights under this Agreement, and who are bound to protect the received Confidential Information from unauthorized use and disclosure under the terms of a written agreement (including without limitation a pre-existing written agreement). Confidential Information shall not otherwise be disclosed to any third-party without the prior written consent of the Discloser; and (d) to return to the other party, or destroy, all of such party's Confidential Information received hereunder, whether in any tangible medium of expression or electronic or other form or format, promptly upon the expiration or termination this Agreement.

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a party Party does not wish to disclose without restriction (“Information”) shall will remain the property of the furnishing party Party and may be used by the receiving party Party only as follows. Such Information (a) shall will not be reproduced or copiedcopied by the receiving Party, in whole or part, except for use as expressly authorized in this Agreement; and (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination or expiration of this Agreement; and (c) shall will be disclosed by the receiving Party only to employees or agents of the receiving party who have Party with a need to know. Moreover, such Information shall will be used by the receiving party Party only for the purpose of performing under this Agreement or in the exercise of any its rights it may receive under this Agreement. Unless the furnishing party Party consents in this Agreement or otherwise in writing, such Information shall will be held in strict confidence by the receiving partyParty. The receiving party Party may disclose such Information to other personsPersons, upon with the furnishing partyParty’s prior written authorization, but solely to perform acts which that this clause expressly authorizes the receiving party Party to perform itself itself, and further provided that such other person Person agrees in writing (a copy of which writing will be provided to the furnishing party Party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing partySection 7.3. These restrictions on the use or disclosure of Information shall will not apply to any Information: (ia) which that can be proven to be or have been independently developed by the receiving partyParty or lawfully received by the receiving Party free of confidentiality obligations to the furnishing Party from another source having the right to so furnish such Information; or (iib) after it has become generally available known to the public without breach of this Agreement by the receiving partyParty; or (iiic) which that at the time of disclosure to the receiving party Party was known to such party Party free of restriction confidentiality obligations to the furnishing Party and clearly evidenced by documentation in such partyParty’s possession; or (ivd) which that the furnishing party Party expressly agrees in writing is free of such restrictions; or (ve) which that is the subject of a subpoena or other legal or administrative demand for disclosure or is disclosed in response to a valid legal order or request of a competent court of law or other governmental body, but only to the extent of and for the purposes of such demand, order, or request; provided, however, in the case of clause (e), that the such receiving party Party shall first notify the disclosing party furnishing Party in writing of such order the demand, order, or request and permit and cooperate with the disclosing party to seek furnishing Party in seeking an appropriate protective order to ensure that (or an equivalent mechanism for protecting such Information in the information being disclosed remains protected as confidentialrelevant jurisdictions). The provisions of this Section 15 shall be effective for a period of fifteen (15) years after the date of the last disclosure made under this Agreement.Qualcomm Proprietary and Confidential

Restrictions on Disclosure and Use. All documentation and technical ---------------------------------- and business information and intellectual property in whatever form recorded that a party Party does not wish to disclose without restriction (“"Information”") shall remain the property of the furnishing party Party and may be used by the receiving party Party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; and (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination or expiration of this Agreement; , and (c) shall be disclosed only to employees or agents of the receiving party who have a Party with a need to know. Moreover, such Information shall be used by the receiving party Party only for the purpose of performing under this Agreement or in the exercise of any its rights it may receive under the provisions of this Agreement. Unless the furnishing party Party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving partyParty. The receiving party Party may disclose such Information to other persons, upon the furnishing party’s Party's prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving party Party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing party Party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing partyParty. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving partyParty or lawfully received free of restriction from another source having the right to so furnish such Information; or (ii) after it has become generally available to the public without breach of this Agreement by the receiving partyParty; or (iii) which at the time of disclosure to the receiving party Party was known to such party Party free of restriction and clearly evidenced by documentation in such party’s Party's possession; or (iv) which the furnishing party disclosing Party agrees in writing is free of such restrictions; or (v) which is disclosed in response to a valid legal order of a competent court of law or other order; provided, however, that the receiving party shall first notify the disclosing party in writing of such order and permit the disclosing party to seek an appropriate protective order to ensure that the information being disclosed remains protected as confidential. The provisions of this Section 15 shall be effective for a period of fifteen (15) years after the date of the last disclosure made under this Agreement.

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a party does not wish to disclose without restriction (“Information”) shall remain the property Each of the furnishing party and may be used Parties agrees that as to any Confidential Information relating to one Party ("Discloser") obtained in any manner by the receiving party only as follows. Such Information other Party ("Recipient") hereunder: (a) shall not be reproduced to use such Confidential Information only in the performance of this Agreement or copied, in whole as otherwise expressly permitted by this Agreement or part, except for use as expressly authorized in this Agreement; by the Discloser; (b) shall, together with not to make copies of any full such Confidential Information or partial copies thereof, be returned or destroyed when no longer needed or upon any termination or expiration of part thereof except to the extent required to fulfill the Party's obligations under this Agreement; and ; (c) shall be disclosed only not to employees or agents of the receiving party who have a need to know. Moreover, disclose any such Information shall be used by the receiving party only for the purpose of performing under this Agreement or in the exercise of any rights it may receive under this Agreement. Unless the furnishing party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving party. The receiving party may disclose such Confidential Information to other personsany third-party, upon using the furnishing party’s prior written authorizationsame degree of care used to protect Recipient's own confidential or proprietary information of like importance, but solely to perform acts which this clause expressly authorizes the receiving party to perform itself and further provided such other person agrees in writing (a copy any case using no less than reasonable degree of which writing will be provided to the furnishing party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing party. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving party; or (ii) after it has become generally available to the public without breach of this Agreement by the receiving party; or (iii) which at the time of disclosure to the receiving party was known to such party free of restriction and clearly evidenced by documentation in such party’s possession; or (iv) which the furnishing party agrees in writing is free of such restrictions; or (v) which is disclosed in response to a valid legal order of a competent court of law or other ordercare; provided, however, that Recipient may disclose Confidential Information received hereunder to (i) its Affiliates who are bound to protect the receiving party shall first notify received Confidential Information from unauthorized use and disclosure under the disclosing party in writing terms of such order a written agreement (including without limitation a pre-existing written agreement), and permit the disclosing party (ii) its employees, consultants and agents, and it Affiliates' employees, consultants and agents, who have a need to seek an appropriate protective order know to ensure that the information being disclosed remains protected as confidential. The provisions of this Section 15 shall be effective for a period of fifteen (15) years after the date of the last disclosure made perform or exercise rights under this Agreement, and who are bound to protect the received Confidential Information from unauthorized use and disclosure under the terms of a written agreement (including without limitation a pre-existing written agreement). Confidential Information shall not otherwise be disclosed to any third-party without the prior written consent of the Discloser; and (d) to return to the other Party, or destroy, all of such Party's Confidential Information received hereunder, whether in any tangible medium of expression or electronic or other form or format, promptly upon the expiration or termination this Agreement.

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a party Party does not wish to disclose without restriction (“Information”) shall will remain the property of the furnishing party Party and may be used by the receiving party Party only as follows. Such Information (a) shall will not be reproduced or copiedcopied by the receiving Party, in whole or part, except for use as expressly authorized in this Agreement; and (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination or expiration of this Agreement; and (c) shall will be disclosed by the receiving Party only to employees or agents of the receiving party who have Party with a need to know. Moreover, such Information shall will be used by the receiving party Party only for the purpose of performing under this Agreement or in the exercise of any its rights it may receive under this Agreement. Unless the furnishing party Party consents in this Agreement or otherwise in writing, such Information shall will be held in strict confidence by the receiving partyParty. The receiving party Party may disclose such Information to other personsPersons, upon with the furnishing partyParty’s prior written authorization, but solely to perform acts which that this clause expressly authorizes the receiving party Party to perform itself itself, and further provided that such other person Person agrees in writing (a copy of which writing will be provided to the furnishing party Party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing partySection 10. These restrictions on the use or disclosure of Information shall will not apply to any Information: (i) which that can be proven to be or have been independently developed by the receiving partyParty or lawfully received by the receiving Party free of confidentiality obligations to the furnishing Party from another source having the right to so furnish such Information; or (ii) after it has become generally available known to the public without breach of this Agreement by the receiving partyParty; or (iii) which that at the time of disclosure to the receiving party Party was known to such party Party free of restriction confidentiality obligations to the furnishing Party and clearly evidenced by documentation in such partyParty’s possession; or (iv) which that the furnishing party Party expressly agrees in writing is free of such restrictions; or (v) which that is the subject of a subpoena or other legal or administrative demand for disclosure or is disclosed in response to a valid legal order or request of a competent court of law or other governmental body, but only to the extent of and for the purposes of such demand, order, or request; provided, however, in the case of clause (v), that the such receiving party Party shall first notify the disclosing party furnishing Party in writing of such the demand, order or request and permit and cooperate with the disclosing party to seek furnishing Party in seeking an appropriate protective order to ensure that (or an equivalent mechanism for protecting such Information in the information being disclosed remains protected as confidential. The provisions of this Section 15 shall be effective for a period of fifteen (15) years after the date of the last disclosure made under this Agreementrelevant jurisdictions).

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a party Party does not wish to disclose without restriction (“"Information”") shall remain the property of the furnishing party Party and may be used by the receiving party Party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; and (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination or expiration of this Agreement; , and (c) shall be disclosed only to employees or agents of the receiving party who have a Party with a need to know. Moreover, such Information shall be used by the receiving party Party only for the purpose of performing under this Agreement or in the exercise of any its rights it may receive under the provisions of this Agreement. Unless the furnishing party Party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving partyParty. The receiving party Party may disclose such Information to other persons, upon the furnishing party’s Party's prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving party Party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing party Party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing partyParty. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving partyParty or lawfully received free of restriction from another source having the right to so furnish such Information; or (ii) after it has become generally available known to the public without breach of this Agreement by the receiving partyParty; or (iii) which at the time of disclosure to the receiving party Party was known to such party Party free of restriction and clearly evidenced by documentation in such party’s Party's possession; or (iv) which the furnishing party disclosing Party agrees in writing is free of such restrictions; or (v) which is the subject of a subpoena or other legal or administrative demand for disclosure or is disclosed in response to a valid legal order of a competent court of law or other governmental body, but only to the extent of and for the purposes of such demand or order; provided, however, that the such receiving party Party shall first notify the disclosing party furnishing Party in writing of such the demand or order and permit and cooperate with the disclosing furnishing party to seek in seeking an appropriate protective order to ensure that (or an equivalent mechanism for protecting such Information in the information being disclosed remains protected as confidential. The provisions of this Section 15 shall be effective for a period of fifteen (15) years after the date of the last disclosure made under this Agreementrelevant jurisdictions).

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a party does not wish to disclose without restriction (“Information”) shall remain the property Each of the furnishing party and may be used Parties agrees that as to any Confidential Information relating to one Party ("Discloser") obtained in any manner by the receiving party only as follows. Such Information other Party ("Recipient") hereunder: (a) shall not be reproduced to use such Confidential Information only in the performance of this Agreement or copied, in whole as otherwise expressly permitted by this Agreement or part, except for use as expressly authorized in this Agreement; by the Discloser; (b) shall, together with not to make copies of any full such Confidential Information or partial copies thereof, be returned or destroyed when no longer needed or upon any termination or expiration of part thereof except to the extent required to fulfill the Party's obligations under this Agreement; and ; (c) shall be disclosed only not to employees or agents of the receiving party who have a need to know. Moreover, disclose any such Information shall be used by the receiving party only for the purpose of performing under this Agreement or in the exercise of any rights it may receive under this Agreement. Unless the furnishing party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving party. The receiving party may disclose such Confidential Information to other personsany third-party, upon using the furnishing party’s prior written authorizationsame degree of care used to protect Recipient's own confidential or proprietary information of like importance, but solely to perform acts which this clause expressly authorizes the receiving party to perform itself and further provided such other person agrees in writing (a copy any case using no less than reasonable degree of which writing will be provided to the furnishing party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing party. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving party; or (ii) after it has become generally available to the public without breach of this Agreement by the receiving party; or (iii) which at the time of disclosure to the receiving party was known to such party free of restriction and clearly evidenced by documentation in such party’s possession; or (iv) which the furnishing party agrees in writing is free of such restrictions; or (v) which is disclosed in response to a valid legal order of a competent court of law or other ordercare; provided, however, that Recipient may disclose Confidential Information received hereunder to (i) its Affiliates who are bound to protect the receiving party shall first notify received Confidential Information from unauthorized use and disclosure under the disclosing party in writing terms of such order a written agreement (including without limitation a pre-existing written agreement), and permit the disclosing party (ii) to seek an appropriate protective order its employees, consultants and agents, and it Affiliates' employees, consultants and agents, who have a need to ensure that the information being disclosed remains protected as confidential. The provisions of this Section 15 shall be effective for a period of fifteen (15) years after the date of the last disclosure made know to perform or exercise rights under this Agreement, and who are bound to protect the received Confidential Information from unauthorized use and disclosure under the terms of a written agreement (including without limitation a pre-existing written agreement). Confidential Information shall not otherwise be disclosed to any third-party without the prior written consent of the Discloser; and (d) to return to the other Party, or destroy, all of such Party's Confidential Information received hereunder, whether in any tangible medium of expression or electronic or other form or format, promptly upon the expiration or termination this Agreement.

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a party Party does not wish to disclose without restriction (“Information”) shall remain the property of the furnishing party Party and may be used by the receiving party Party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination or expiration of this Agreement; and (c) shall be Confidential Portions of this Document Have Been Redacted and Filed Separately with the Commission. [***] symbolizes language omitted pursuant to an application for Confidential Treatment. disclosed only to employees or agents of the receiving party who have a Party and Affiliates of a Party, all with a need to know. Such Affiliates or agents shall enter into a nondisclosure agreement with the receiving Party setting forth the obligations substantially equal to those herein prior to the disclosure of Information by receiving Party to such Affiliates or agents. Moreover, such Information shall be used by the receiving party Party only for the purpose of performing purposes contemplated under this Agreement or in the exercise of any its rights it may receive expressly under the provisions of this Agreement. Unless the furnishing party Party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving partyParty. The receiving party Party may disclose such Information information to other persons, upon the furnishing partyParty’s prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving party Party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing party Party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing partyParty. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving partyParty or lawfully received free of restriction from another source having the right to so furnish such Information; or (ii) after it has become generally available to the public without breach of this Agreement by the receiving partyParty; or (iii) which at the time of disclosure to the receiving party Party was known to such party Party free of restriction and clearly evidenced by documentation in such partyParty’s possession; or (iv) which the furnishing party disclosing Party agrees in writing is free of such restrictions; or (v) which is disclosed in response to a valid legal order of a competent court of law or other order; provided, however, that the receiving party shall first notify the disclosing party in writing of such order and permit the disclosing party to seek an appropriate protective order to ensure that the information being disclosed remains protected as confidential. The provisions of this Section 15 shall be effective for a period of fifteen (15) years after the date of the last disclosure made under this Agreement.

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a party does not wish to disclose without restriction The Parties agree: (“Information”A) shall remain the property Neither Party will make any use of the furnishing party and may be used by the receiving party only as follows. Such other Party’s Confidential Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon for any termination or expiration of purpose other than those contemplated by this Agreement; and . (cB) shall be disclosed only Neither Party will reveal, disclose or provide access to the other Party’s Confidential Information to any third party without the prior consent of such Party, provided that both Parties may share Confidential Information with their responsible employees or agents of the receiving party who have a need to knowknow such Confidential Information to perform their duties. MoreoverCustomer understands that all materials provided to Customer by ▇▇▇▇ are provided solely for Customer’s internal use. Notwithstanding anything to the contrary in this paragraph, ▇▇▇▇ may disclose Confidential Information to properly authorized entities as and to the extent necessary for performance of the Services, so long as in each such Information shall be used by case, the receiving party only for entity first agrees to the purpose of performing under this Agreement or in the exercise of any rights it may receive under this Agreement. Unless the furnishing party consents obligations described in this Agreement or otherwise in writingArticle. (C) Recipient will take security precautions at least as great as the precautions Recipient takes to protect its own confidential information, such and at any rate will take commercially reasonable security precautions to ensure that no one, other than a person authorized pursuant to this Section, gains access to Disclosing Party’s Confidential Information shall be held in strict confidence by the receiving party. The receiving party may disclose such Information to other persons, upon the furnishing partywithout Disclosing Party’s prior written authorization, but solely to perform acts which this clause expressly authorizes consent. In the receiving party to perform itself and further provided such other person agrees in writing (a copy event that Recipient becomes aware of which writing will be provided to the furnishing party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing party. These restrictions on the unauthorized use or disclosure of Disclosing Party’s Confidential Information, Recipient will immediately give notice to Disclosing Party and will assist Disclosing Party in remedying such unauthorized use or disclosure. (D) Recipient is permitted to disclose Confidential Information shall not apply as required by law, regulation or subpoena, provided that Recipient will, to any Informationthe extent permitted by law: (i) give Disclosing Party prompt notice of any such requirement, which can notice must be proven sufficient to be or permit Disclosing Party to seek (E) Confidential Information is and will remain the exclusive property of Disclosing Party. Each Party agrees that it will have been independently developed by no proprietary interest in the receiving party; or (ii) after it has become generally available to the public without breach of other Party’s Confidential Information and that nothing contained in this Agreement will be construed to grant either Party any rights, by the receiving party; license or (iii) which at the time of disclosure otherwise, to the receiving party was known to such party free of restriction and clearly evidenced by documentation in such party’s possession; or (iv) which the furnishing party agrees in writing is free of such restrictions; or (v) which is disclosed in response to a valid legal order of a competent court of law or other order; provided, however, that the receiving party shall first notify the disclosing party in writing of such order and permit the disclosing party to seek an appropriate protective order to ensure that the information being disclosed remains protected as confidential. The provisions of this Section 15 shall be effective for a period of fifteen (15) years after the date any of the last disclosure made under other Party’s Confidential Information disclosed pursuant to this Agreement. (F) The obligations set forth in this Section will apply to Confidential Information provided, furnished or otherwise disclosed by Disclosing Party to Recipient, whether prior to or following the Effective Date.

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded You agree that a party does not wish to disclose without restriction (“Information”) shall remain the property of the furnishing party and may Evaluation Material will be used by the receiving party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination or expiration of this Agreement; and (c) shall be disclosed only to employees or agents of the receiving party who have a need to know. Moreover, such Information shall be used by the receiving party only solely for the purpose of performing under this Agreement or evaluating and/or participating in the exercise of a Possible Transaction, and not used for any rights it may receive under this Agreement. Unless the furnishing party consents in this Agreement or otherwise in writingother purpose, and that such Information shall be held in strict confidence by the receiving party. The receiving party may disclose such Information to other persons, upon the furnishing party’s prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving party to perform itself and further provided such other person agrees in writing (a copy of which writing Evaluation Material will be provided to the furnishing party at its request) to the same conditions respecting use of Information contained in this clause kept confidential by you and to any other reasonable conditions requested by the furnishing party. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving party; or (ii) after it has become generally available to the public without breach of this Agreement by the receiving party; or (iii) which at the time of disclosure to the receiving party was known to such party free of restriction and clearly evidenced by documentation in such party’s possession; or (iv) which the furnishing party agrees in writing is free of such restrictions; or (v) which is disclosed in response to a valid legal order of a competent court of law or other orderyour Representatives; provided, however, that (a) such Evaluation Material may be disclosed to your Representatives who need to know such information for the receiving party purpose of evaluating any such Possible Transaction (it being understood that such Representatives shall first notify have been informed by you of the disclosing party confidential and proprietary nature of the Evaluation Material and shall have been advised by you of this agreement and whom you shall cause to comply with the provisions hereof), and (b) any disclosure of such Evaluation Material may be made to which the Company consents in writing prior to disclosure. In any event, you shall be responsible for any breach of this agreement by any of your Representatives and you agree, at your sole expense, to take all reasonable measures (including but not limited to court proceedings) to restrain your Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. You further agree that the Evaluation Material that is in written form shall not be copied or reproduced at any time without the prior written consent of the Company, except for distribution to your Representatives in accordance with and subject to the provisions of this agreement. You acknowledge that you are aware, and will advise each of your Representatives who is informed as to the matters that are the subject of this agreement, that the securities laws of the United States prohibit any person who or that has received from an issuer of securities material, non-public information from purchasing or selling securities of such order issuer or from communicating such information to any person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. In addition, except as required by any applicable law, rule or regulation, without the prior written consent of the Company, you will not, and permit will direct your Representatives not to, disclose to any person other than other members of the disclosing party Ad Hoc Noteholders Committee, (i) the existence of this agreement and that the Evaluation Material has been made available to you or your Representatives, (ii) that discussions or negotiations are taking place concerning a Possible Transaction between the Company and you or (iii) any terms, conditions or other facts with respect to any such Possible Transaction, including the status thereof. For these purposes, it is understood and agreed that the members of the Ad Hoc Noteholders Committee may make securities filings under Section 13(d) of the Securities Exchange Act of 1934 in which the matters set forth in clauses (i) and (ii) above may be disclosed to the extent counsel for the Ad Hoc Noteholders Committee believes such disclosure is required by law. In the event that you or your Representatives are requested or required pursuant to any applicable law, rule or regulation (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other process) to disclose any Evaluation Material or any other information regarding the existence of this agreement or discussions or negotiations concerning a Possible Transaction between the Company and you, it is agreed that you will provide the Company with prompt notice of any such request or requirement (written if practical) so that the Company may seek an appropriate protective order to ensure that or waive your compliance with the information being disclosed remains protected as confidential. The provisions of this Section 15 shall be effective for agreement. If, failing the entry of a period protective order or the receipt of fifteen (15) years after the date a waiver hereunder, you or your Representatives are legally compelled to disclose Evaluation Material, you or your Representatives may disclose only that portion of the last Evaluation Material which you or your Representatives are legally compelled to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to that portion of the Evaluation Material which is being disclosed. In any event, you or your Representatives will not oppose action by the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Evaluation Material. In the event that you or your Representatives shall have complied with the provisions of this paragraph, the Company agrees that such disclosure may be made under this Agreementby you or your Representatives without any liability hereunder.

Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a party does not wish to disclose without restriction (“Information”"information") shall remain the property of the furnishing party and may be used by the receiving party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, . except for use as expressly authorized in this Agreement; (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination or expiration of this Agreement; and (c) shall be disclosed only to employees or agents of the receiving a party who have with a need to know. Moreover, such Information formation shall be used by the receiving party only for the purpose of performing contemplated under this Agreement or in the exercise of any its rights it may receive expressly under the provisions of this Agreement. Unless the furnishing party consents in this Agreement or otherwise in writing, such Information information shall be held in strict confidence by the receiving party. The receiving party may disclose such Information to other persons, upon the furnishing party’s 's prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving party to perform itself and further provided such other person agrees agree in writing (a copy of which writing will be provided to the furnishing party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing party. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving partyparty or lawfully received free of restriction from another source having the right to so furnish such Information; or (ii) after it has become generally available to the public without breach of this Agreement by the receiving party; : or (iii) which at the time of disclosure to the receiving party was known to such party free of restriction and clearly evidenced by documentation in such party’s 's (possession; or (iv) which the furnishing disclosing party agrees agree in writing is free of such restrictions; or (v) which is disclosed . The terms of this section 14 are in response addition to a valid legal order the confidentiality obligations of a competent court any non-disclosure agreement between the parties. In the event of law or other order; provided, however, that any inconsistency between the receiving party shall first notify the disclosing party in writing terms of such order agreement and permit the disclosing party to seek an appropriate terms contained herein, those terms which most protective order to ensure that the information being disclosed remains protected as confidential. The provisions of this Section 15 shall be effective for a period of fifteen (15) years after the date of the last disclosure made under this AgreementInformation shall prevail.