Common use of Use and Disclosure of Proprietary Information Clause in Contracts

Use and Disclosure of Proprietary Information. The Recipient and its Representatives shall use the Proprietary Information only for the Purposes and such Proprietary Information shall not be used for any other purpose without the prior written consent of the Company. The Recipient and its Representatives shall hold in confidence, and shall not disclose to any person outside its organization, any Proprietary Information or exploit such Proprietary Information for its own benefit or the benefit of another without the prior written consent of the Company. Without limitation of the foregoing, the Recipient shall not cause or permit reverse engineering of any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Recipient shall disclose Proprietary Information received by it under this Agreement only to persons within its organization who have a need to know such Proprietary Information in the course of the performance of their duties and who are bound by a written agreement, enforceable by the Company, to protect the confidentiality of such Proprietary Information. The Recipient shall adopt and maintain programs and procedures which are reasonably calculated to protect the confidentiality of Proprietary Information and shall be responsible to the Company for any disclosure or misuse of Proprietary Information which results from a failure to comply with this provision. The Recipient will promptly report to the Company any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by the Company to prevent, control or remedy any such violation. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information to the extent required in order for the Recipient to comply with applicable laws and regulations, provided that the Recipient provides prior written notice of such required disclosure to the Company and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

Use and Disclosure of Proprietary Information. The Recipient and its Representatives shall use the Proprietary Information of the Disclosing Party only for the Purposes and such Proprietary Information shall not be used for any other purpose without the prior written consent of the Company. The Recipient and its Representatives shall hold in confidence, and shall not disclose to any person outside its organization, any Proprietary Information or exploit such Proprietary Information for its own benefit or the benefit of another without the prior written consent of the CompanyDisclosing Party. Without limitation of the foregoing, the Recipient shall not cause or permit reverse engineering of any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Recipient and its Representatives shall hold in confidence, and shall not disclose any Proprietary Information received of the Disclosing Party; provided, however, that (i) the Recipient may make any disclosure of such information to which the Disclosing Party gives its prior written consent; and (ii) any of the Proprietary Information may be disclosed by it under this Agreement only the Recipient to persons within its organization Representatives who have a need to know such Proprietary Information information in connection with the course Purposes, or to prospective investors, lenders or acquirors as part of their due diligence investigations, and in each case who are informed of the performance of their duties and who are bound by a written agreement, enforceable by the Company, to protect the confidentiality confidential nature of such Proprietary Information. The Recipient shall adopt information and maintain programs and procedures which are reasonably calculated to protect the confidentiality of Proprietary Information and shall be responsible to the Company for any disclosure or misuse of Proprietary Information which results from a failure to comply with this provision. The Recipient will promptly report to the Company any actual or suspected violation of the terms of this Agreement. In any event, the Recipient shall be responsible for any breach of this Agreement by any of its Representatives or such parties, and will agrees, at its sole expense, to take all reasonable further steps requested by measures to restrain its Representatives and such parties from prohibited or unauthorized disclosure or use of the Company to prevent, control or remedy any such violationProprietary Information. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information of the Disclosing Party to the extent required in order for the Recipient to comply with applicable laws and regulations, provided that the Recipient provides prior written notice of such required disclosure to the Company Disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

Use and Disclosure of Proprietary Information. The Recipient and its Representatives shall use the Proprietary Information of the Disclosing Party only for the Purposes and such Proprietary Information shall not be used for any other purpose without the prior written consent of the CompanyDisclosing Party. The Recipient and its Representatives shall hold in confidence, and shall not disclose to any person outside its organization, any Proprietary Information or exploit of the Disclosing Party; provided, however, that (i) the Recipient may make any disclosure of such Proprietary Information for information to which the Disclosing Party gives its own benefit or the benefit of another without the prior written consent of the Company. Without limitation of the foregoing, the Recipient shall not cause or permit reverse engineering of consent; and (ii) any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Information may be disclosed by the Recipient shall disclose Proprietary Information received by it under this Agreement only to persons within its organization Representatives who have a need to know such Proprietary Information information in connection with the course of the performance of their duties Purposes and who are bound by a written agreement, enforceable by informed of the Company, to protect the confidentiality confidential nature of such Proprietary Information. The Recipient shall adopt information and maintain programs and procedures which are reasonably calculated to protect the confidentiality of Proprietary Information and shall be responsible to the Company for any disclosure or misuse of Proprietary Information which results from a failure to comply with this provision. The Recipient will promptly report to the Company any actual or suspected violation of the terms of this Agreement Agreement. In any event, the Recipient agrees, at its sole expense, to take reasonable measures to restrain its Representatives from prohibited or unauthorized disclosure or use of the Proprietary Information., including, without limitation, immediate notice of breach of confidentiality and will take all reasonable cooperation in limiting further steps requested by the Company to prevent, control or remedy any such violationdissemination of that information. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information of the Disclosing Party to the extent required in order for the Recipient to comply with applicable laws and regulations, provided that the Recipient provides prior written notice of such required disclosure to the Company Disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

Use and Disclosure of Proprietary Information. 2.1 The Recipient and its Representatives shall Receiving Party may only use the Proprietary Information only for the Purposes purpose of evaluating or operating pursuant to a business relationship or potential business relationship between the Receiving Party and the Disclosing Party (the “Permitted Purpose”). The Receiving Party must keep secret and shall not disclose, publish, divulge, furnish or make accessible to anyone any of the Proprietary Information of the Disclosing Party, other than furnishing such Proprietary Information shall not be used for any other purpose without to the prior written consent of the Company. The Recipient Receiving Party’s employees, agents, representatives, consultants and its Representatives shall hold in confidence, and shall not disclose contractors who are required to any person outside its organization, any Proprietary Information or exploit have access to such Proprietary Information for its own benefit or in connection with the benefit of another without Permitted Purpose during the prior time that the Receiving Party is permitted to retain such Proprietary Information hereunder; provided that such persons are bound by written consent of agreements respecting the Company. Without limitation of Proprietary Information in the foregoing, the Recipient manner set forth in this Agreement. 2.2 The Receiving Party shall not cause or permit reverse engineering of embody any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Recipient shall disclose Proprietary Information received by it under this Agreement only to persons within its organization who have a need to know of the Disclosing Party in any of the Receiving Party’s products, processes or services, or duplicate, copy or exploit any of such Proprietary Information in the course Receiving Party’s business, or otherwise use any of the performance Proprietary Information for any purpose other than for the Permitted Purpose. 2.3 The Receiving Party shall use the equivalent of their duties measures that the Receiving Party uses to protect the Receiving Party’s own proprietary information, but in no event less than reasonable care and who are bound by a written agreement, enforceable by the Companyadequate measures, to protect the confidentiality security of such Proprietary Information. The Recipient shall adopt and maintain programs and procedures which are reasonably calculated to protect the confidentiality of Proprietary Information of the Disclosing Party and shall be responsible to ensure that any Proprietary Information of the Company for Disclosing Party is not disclosed or otherwise made available to other persons or used in violation of this Agreement. 2.4 In the event that the Receiving Party is required by law to make any disclosure or misuse of any of the Proprietary Information which results from a failure to comply with this provision. The Recipient will promptly report to the Company any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested Disclosing Party, by subpoena, judicial or administrative order or otherwise, the Company to prevent, control or remedy any such violation. Notwithstanding anything contained in this Agreement to the contrary, this Agreement Receiving Party shall not prohibit the Recipient from disclosing Proprietary Information to the extent required in order for the Recipient to comply with applicable laws and regulations, provided that the Recipient provides prior first give written notice of such required disclosure requirement to the Company Disclosing Party, and takes reasonable shall permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Proprietary Information, and lawful actions provide full cooperation and assistance to avoid and/or minimize the extent of Disclosing Party in seeking to obtain such disclosureprotection.

Use and Disclosure of Proprietary Information. The Recipient and its Representatives shall use the Proprietary Information of the Disclosing Party only for the Purposes and such Proprietary Information shall not be used for any other purpose without the prior written consent of the CompanyDisclosing Party. The Recipient and its Representatives shall hold in confidence, and shall not disclose to any person outside its organization, any Proprietary Information or exploit of the Disclosing Party; provided. however, that (i) the Recipient may make any disclosure of such Proprietary Information for information to which the Disclosing Party gives its own benefit or the benefit of another without the prior written consent of the Company. Without limitation of the foregoing, the Recipient shall not cause or permit reverse engineering of consent; and (ii) any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Information may be disclosed by the Recipient shall disclose Proprietary Information received by it under this Agreement only to persons within its organization Representatives who have a need to know such Proprietary Information information in connection with the course of the performance of their duties Purposes and who are bound by a written agreement, enforceable by informed of the Company, to protect the confidentiality confidential nature of such Proprietary Information. The Recipient shall adopt information and maintain programs and procedures which are reasonably calculated to protect the confidentiality of Proprietary Information and shall be responsible to the Company for any disclosure or misuse of Proprietary Information which results from a failure to comply with this provision. The Recipient will promptly report to the Company any actual or suspected violation of the terms of this Agreement. In any event, the Recipient shall be responsible for any breach of this Agreement by any of its Representatives, and will agrees, at its sole expense, to take all reasonable further steps requested by measures to restrain its Representatives from prohibited or unauthorized disclosure or use of the Company to preventProprietary Information, control or remedy any such violation. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information of the Disclosing Party to the extent required in order for the Recipient to comply with applicable laws and regulations, provided that the Recipient provides prior written notice of such required disclosure to the Company Disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

Use and Disclosure of Proprietary Information. The Recipient Except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the Parties, each Party agrees to hold, and its Representatives shall use the Proprietary Information only for the Purposes will cause their respective officers, directors, employees, agents, attorneys, accountants, consultants, advisors and such Proprietary Information shall not be used for agents (“Representatives”) to hold, including any other purpose without the prior written consent of the Company. The Recipient and its Representatives shall hold aforementioned employed by a Party’s Affiliates, in confidence, and shall not disclose to any person outside person, and shall not, and will cause its organizationRepresentatives to not, use for any purpose, other than as expressly provided for in this Agreement, any Proprietary Confidential Information furnished to it by the other Party pursuant to this Agreement or exploit such Proprietary any Confidential Information for its own benefit or the benefit of another without the prior written consent of the Company. Without limitation of the foregoing, the Recipient shall not cause or permit reverse engineering of any Proprietary Information or decompilation or disassembly of any software programs which are other Party developed as part of the Proprietary Informationactivities hereunder. The Recipient Each Party may use such Confidential Information only to the extent required for the purposes of this Agreement. Each Party shall disclose Proprietary Confidential Information received by it under this Agreement of the other Party only to persons within its organization Representatives (i) who have a need to know such Proprietary Confidential Information in the course of the performance of their duties and under this Agreement, (ii) who are bound by a written agreementinformed of the confidential nature of the Confidential Information, and (iii) who agree in writing (enforceable by the Company, other Party) to protect comply with the terms of this Agreement as if a party hereto or are otherwise bound by obligations of confidentiality and non-use of such Proprietary InformationConfidential Information at least as stringent as those set forth in this Agreement. The Recipient Each Party shall adopt and maintain programs and procedures which that are reasonably calculated to protect the confidentiality of Proprietary Confidential Information, including maintaining a record of to whom Confidential Information has been disclosed, and shall be responsible to the Company other Party for any disclosure or misuse of Proprietary Confidential Information which that results from a failure to comply with the terms of this provisionSection 15 by such Party or such Party’s Representatives. The Recipient will Each Party shall promptly report to the Company other Party any actual or suspected violation of the terms of this Agreement Section 15 and will shall take all reasonable further steps requested by the Company other Party to prevent, control or remedy any such violation. Notwithstanding anything contained in A breach of this Agreement to the contrary, this Agreement Section 15 by either Party’s Representative shall not prohibit the Recipient from disclosing Proprietary Information to the extent required in order for the Recipient to comply with applicable laws and regulations, provided that the Recipient provides prior written notice of be considered a breach by such required disclosure to the Company and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosureParty itself.

Use and Disclosure of Proprietary Information. The Recipient and (i) A Receiving Party shall safeguard the Proprietary Information by using at least those efforts used in the protection of its Representatives own proprietary information to prevent its disclosure to or use by third parties, provided that such standard of care is no less than reasonable care under the circumstances. A Receiving Party shall not disclose Disclosing Party’s Proprietary Information to a third party without obtaining written permission from a Disclosing Party prior to said disclosure. (ii) A Receiving Party shall use the such Proprietary Information only for the Purposes mutual benefit of the parties and such Proprietary Information in performance of this Agreement. A Receiving Party shall not be used for any other purpose without the prior written consent of the Company. The Recipient and its Representatives shall hold in confidence, and shall not disclose to any person outside its organization, any Proprietary Information or exploit use such Proprietary Information for its own benefit any other purpose, such as competing with a Disclosing Party. (iii) In the event that a Disclosing Party furnishes sample products or the benefit other equipment or material (“Items”) to a Receiving Party, which are suitably marked to identify them as encompassing Proprietary Information of another without the prior written consent of the Company. Without limitation of the foregoinga Disclosing party, the Recipient Items so received shall be used and the Proprietary Information derived from said Items shall be treated as proprietary Information transferred pursuant to this Agreement. A Receiving Party agrees not to cause or permit the reverse engineering engineering, reverse assembly, or reverse compilation of any the Items. (iv) Access to Proprietary Information or decompilation or disassembly for a Receiving Party shall be available only to persons in a bona fide employee status of any software programs which are part a Receiving Party. Disclosure to all other parties, including consultants and divisions, subsidiaries and affiliates of a Receiving Party other than identified in this Agreement, shall be treated as disclosures to a third party in accordance with the Proprietary Informationterms of this Agreement. The Recipient shall Notwithstanding the above, a Receiving Party may disclose Proprietary Information received by it to its contract labor personnel having a need-to- know for the purposes of this Agreement, provided that the contract labor personnel are under this Agreement only an obligation to persons within its organization who have a need to know hold such Proprietary Information in the course of the performance of their duties confidence and who are bound by a written agreement, enforceable by the Company, an obligation not to protect the confidentiality of disclosure such Proprietary Information. The Recipient shall adopt and maintain programs and procedures which are reasonably calculated to protect the confidentiality of Proprietary Information and shall be responsible to the Company for any disclosure or misuse of Proprietary Information which results from a failure to comply with this provision. The Recipient will promptly report to the Company any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by the Company to prevent, control or remedy any such violation. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information to third parties under terms and conditions at least as restrictive as the extent required in order for the Recipient to comply with applicable laws terms and regulations, provided that the Recipient provides prior written notice conditions of such required disclosure this Agreement. (v) No information shall be transferred by either party to the Company other unless in full compliance with the Export Control Laws and takes reasonable Regulations of the transferring party’s government and lawful actions to avoid and/or minimize the extent of such disclosurecountry.

Use and Disclosure of Proprietary Information. The Recipient and its Representatives shall use the Proprietary Information only for the Purposes Purposes, or in connection with a potential financing or sale of Recipient’s interest in the property affected by such Lease Transaction, and such Proprietary Information shall not be used for any other purpose without the prior written consent of the Company. The Recipient and its Representatives shall hold in confidence, and shall not disclose to any person person, whatsoever, outside its organization, any Proprietary Information or exploit such Proprietary Information for its own benefit or the benefit of another without the prior written consent of the Company. Without limitation of the foregoing, the Recipient shall not cause or permit reverse engineering of any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Recipient shall disclose Proprietary Information received by it under this Agreement only to persons (a) within its organization and (b) serving as legal counsel, primary accountant, lender or potential purchaser in connection with the real property related to the Lease Transaction, in each case, who have a need to know such Proprietary Information in the course of the performance of their duties and who are bound by a written agreement, enforceable by the Company, to protect the confidentiality of such Proprietary Information. The Recipient shall obtain from any potential purchaser or lender of the real property related to the Lease Transaction (or Recipient’s interest therein), a confidentiality agreement in the same form as this agreement, or such other form that is reasonably acceptable to the Company. The Recipient shall adopt and maintain programs and procedures which are reasonably calculated to protect the confidentiality of Proprietary Information and shall be responsible to the Company for any disclosure or misuse of Proprietary Information which results from a failure to comply with this provision. The Recipient will promptly report to the Company any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by the Company to prevent, control or remedy any such violation. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information to the extent required in order for the Recipient to comply with applicable laws and regulationsregulations and any court or other judicial order, provided that the Recipient provides prior written notice of such required disclosure to the Company and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

Use and Disclosure of Proprietary Information. The Recipient Except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the Parties, each Party agrees to hold, and its Representatives shall use the Proprietary Information only for the Purposes will cause their respective officers, directors, employees, agents, attorneys, accountants, consultants, advisors and such Proprietary Information shall not be used for agents (“Representatives”) to hold, including any other purpose without the prior written consent of the Company. The Recipient and its Representatives shall hold aforementioned employed by a Party’s Affiliates, in confidence, and shall not disclose to any person outside person, and shall not, and will cause its organizationRepresentatives to not, use for any purpose other than as expressly provided for in this Agreement, any Proprietary Confidential Information furnished to it by the other Party pursuant to this Agreement or exploit such Proprietary any Confidential Information for its own benefit or the benefit of another without the prior written consent of the Company. Without limitation of the foregoing, the Recipient shall not cause or permit reverse engineering of any Proprietary Information or decompilation or disassembly of any software programs which are other Party developed as part of the Proprietary Informationactivities hereunder. The Recipient Each Party may use such Confidential Information only to the extent required for the purposes of this Agreement. Each Party shall disclose Proprietary Confidential Information received by it under this Agreement of the other Party only to persons within its organization Representatives (i) who have a need to know such Proprietary Confidential Information in the course of the performance of their duties and under this Agreement, (ii) who are bound by a written agreementinformed of the confidential nature of the Confidential Information, and (iii) who agree in writing (enforceable by the Company, other Party) to protect comply with the terms of this Agreement as if a party hereto or are otherwise bound by obligations of confidentiality and non-use of such Proprietary InformationConfidential Information at least as stringent as those set forth in this Agreement. The Recipient Each Party shall adopt and maintain programs and procedures which that are reasonably calculated to protect the confidentiality of Proprietary Confidential Information and shall be responsible to the Company other Party for any CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. Page 40 of 52 disclosure or misuse of Proprietary Confidential Information which that results from a failure to comply with the terms of this provisionSection 12 by such Party or such Party’s Representatives. The Recipient will Each Party shall promptly report to the Company other Party any actual or suspected violation of the terms of this Agreement Section 12 and will shall take all reasonable further steps requested by the Company other Party to prevent, control or remedy any such violation. Notwithstanding anything contained in A breach of this Agreement to the contrary, this Agreement Section 12 by either Party’s Representative shall not prohibit the Recipient from disclosing Proprietary Information to the extent required in order for the Recipient to comply with applicable laws and regulations, provided that the Recipient provides prior written notice of be considered a breach by such required disclosure to the Company and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosureParty itself.

Use and Disclosure of Proprietary Information. The Recipient and its Representatives shall use the Proprietary Information only for the Purposes and such Proprietary Information shall not be used for any other purpose without the prior written consent of the CompanyDisclosing Party. The Recipient and its Representatives shall hold in confidence, and shall not disclose Proprietary Information; provided, however, that (i) the Recipient may make any disclosure of such information to any person outside which the Disclosing Party gives its organization, any Proprietary Information or exploit such Proprietary Information for its own benefit or the benefit of another without the prior written consent of the Company. Without limitation of the foregoing, the Recipient shall not cause or permit reverse engineering of consent; and (ii) any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Information may be disclosed by the Recipient shall disclose Proprietary Information received by it under this Agreement only to persons within its organization Representatives who have a need to know such Proprietary Information information in connection with the course of the performance of their duties Purposes and who are bound by a written agreement, enforceable by informed of the Company, to protect the confidentiality confidential nature of such Proprietary Information. The Recipient shall adopt information and maintain programs and procedures which are reasonably calculated to protect the confidentiality of Proprietary Information and shall be responsible to the Company for any disclosure or misuse of Proprietary Information which results from a failure to comply with this provision. The Recipient will promptly report to the Company any actual or suspected violation of the terms of this Agreement. In any event, the Recipient shall be responsible for any breach of this Agreement by any of its Representatives, and will agrees, at its sole expense, to take all reasonable further steps requested by measures to restrain its Representatives from prohibited or unauthorized disclosure or use of the Company to prevent, control or remedy any such violationProprietary Information. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information of the Disclosing Party to the extent required in order for the Recipient to comply with applicable laws and regulations, provided that the Recipient provides prior written notice of such required disclosure to the Company and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosureDisclosing Party.

Use and Disclosure of Proprietary Information. The Recipient and its Representatives shall use the Proprietary Information of the Disclosing Party only for the Purposes and such Proprietary Information shall not be used for any other purpose without the prior written consent of the CompanyDisclosing Party. The Recipient and its Representatives shall hold in confidence, and shall not disclose to any person outside its organization, any Proprietary Information or exploit of the Disclosing Party; provided, however, that (i) the Recipient may make any disclosure of such Proprietary Information for information to which the Disclosing Party gives its own benefit or the benefit of another without the prior written consent of the Company. Without limitation of the foregoing, the Recipient shall not cause or permit reverse engineering of consent; (ii) any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Information may be disclosed by the Recipient shall disclose Proprietary Information received by it under this Agreement only to persons within its organization Representatives who have a need to know such Proprietary Information information in connection with the course of the performance Purposes, or prospective investors, lenders or acquirors as part of their duties due diligence investigations, and who are bound by a written agreement, enforceable by obligated to maintain the Company, to protect the confidentiality confidential nature of such Proprietary Information. The Information at least to the same extent as the Recipient shall adopt is obligated here under; and maintain programs (iii) allow Recipient and procedures which are reasonably calculated its Representatives to protect reproduce the confidentiality of Proprietary Information and shall be responsible only to the Company for any disclosure or misuse of extent necessary to effect the Purpose, with all such reproductions being considered Proprietary Information which results from a failure to comply with this provision. The Recipient will promptly report to the Company any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by the Company to prevent, control or remedy any such violation. Information.. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Disclosing Proprietary Information of the Disclosing Party to the extent required in order for the Recipient to comply with applicable laws and regulations, provided that the Recipient provides prior written notice of such required disclosure to the Company Disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosureDisclosure.

Use and Disclosure of Proprietary Information. The Recipient and its Representatives shall use the Proprietary Information of the Disclosing Party only for the Purposes and such Proprietary Information shall not be used for any other purpose without of evaluating the prior written consent feasibility of the Companya Transaction. The Recipient may disclose Proprietary Information of the Disclosing Party only to those employees of the Recipient who need to know such information in connection with the Recipient’s evaluation of a Transaction and its Representatives who are informed of the confidential nature of such information and of the terms of this Agreement. The Recipient shall hold in confidence, and shall not disclose to any person outside its organizationanyone not employed by the Recipient, any Proprietary Information or exploit of the Disclosing Party; provided, however, that (i) the Recipient may make any disclosure of such Proprietary Information for information to which the Disclosing Party gives its own benefit or the benefit of another without the prior written consent of the Company. Without limitation of the foregoing, the Recipient shall not cause or permit reverse engineering of consent; and (ii) any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Information may be disclosed by the Recipient shall disclose Proprietary Information received by it under this Agreement only to persons within its organization Representatives who have a need to know such Proprietary Information information in connection with the course Recipient’s evaluation of the performance of their duties a Transaction and who are bound by a written agreement, enforceable by informed of the Company, to protect the confidentiality confidential nature of such Proprietary Information. The Recipient shall adopt information and maintain programs and procedures which are reasonably calculated to protect the confidentiality of Proprietary Information and shall be responsible to the Company for any disclosure or misuse of Proprietary Information which results from a failure to comply with this provision. The Recipient will promptly report to the Company any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested Agreement. In any event, the Recipient shall be liable to the Disclosing Party for any use or disclosure of Proprietary Information by any of its Representatives that, if done by the Company to preventRecipient, control or remedy any such violationwould be a breach of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information of the Disclosing Party to the extent required in order for the Recipient to comply with applicable laws and regulations, provided that the Recipient provides prior written notice of such required disclosure to the Company Disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

Use and Disclosure of Proprietary Information. The Subject to Section 3, unless otherwise agreed to in writing by the Company, the Recipient agrees (a) to keep all Proprietary Information confidential and not to disclose or reveal any Proprietary Information to any person other than its Representatives shall use who need to know the Proprietary Information for purposes of considering, evaluating, negotiating and/or implementing a Transaction and who have been informed of the terms of this letter agreement and are directed by the Recipient to comply with the terms of this letter agreement as if they were parties hereto; provided, that it shall disclose to such Representative only that portion of the Proprietary Information necessary for such Representative’s participation in the Recipient’s consideration, evaluation, negotiation and/or implementation of a Transaction (it being understood that the Recipient shall not be in violation of the foregoing proviso by virtue of a Representative of Recipient being granted access to an entire electronic data site or physical data room maintained in connection with a possible Transaction even though only a portion of the Proprietary Information contained in such electronic data site or physical data room is necessary for such Representative’s participation in the Recipient’s consideration, evaluation, negotiation and/or implementation of a Transaction), (b) not to use, and to take commercially reasonable measures to cause its Representatives not to use, Proprietary Information for any purpose other than in connection with its consideration, evaluation, negotiation and/or implementation of a Transaction and (c) except as required by law, rule, regulation, securities or share exchange or market rule, listing authority, listing agreement with any securities or share exchange or market or disclosure requirement of Law the Securities and Exchange Commission (collectively, “Law”) not to disclose to any person (other than those of its Representatives who are participating in the consideration, evaluation, negotiation and/or implementation of a Transaction) any information about a Transaction, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto, the status thereof, the fact that Proprietary Information has been made available to the Recipient or its Representatives or the terms and conditions of this letter agreement (the information described in this clause (c), the “Transaction Information”). At a minimum, the Recipient shall treat any Proprietary Information according to the same internal security procedures and with the same degree of care regarding its secrecy and confidentiality as confidential and competitively valuable business information belonging to it is treated within its organization. SPHIL shall be responsible for any breach of the terms of this letter agreement by the Recipient or any of its Representatives and agrees to take all commercially reasonable measures to prevent (i) disclosure or use of any Proprietary Information in breach of the terms hereof and (ii) any other breach of any other provision of this letter agreement. Except as required by Law, the Company will not and will direct its Representatives not to, without the Recipient’s prior written moment, disclose to any other person (other than the Company’s Representative) the Recipient’s participation by name (or other identifying information) in connection with any possible Transaction, including identifying the Recipient by name (or other identifying information) as considering, or having negotiations or discussions regarding, or having received Proprietary Information in respect of, a possible Transaction. The Company may in its sole discretion determine whether or which Proprietary Information shall not be disclosed to the Recipient due to commercial, competitive, legal or other factors. If the Company determines (in its sole discretion) that such a course of action is appropriate for any particular Proprietary Information as to which the Company wishes to impose additional restrictions on disclosure to the Recipient, the parties will negotiate in good faith to mutually agree upon appropriate procedures for the Purposes and review of such Proprietary Information, which procedures may, among other things, limit access to such Proprietary Information to a limited number of identified Representatives of the Recipient, in which case such Proprietary Information shall not be used for disclosed to any other purpose without the prior written consent of the Company. The Recipient and its Representatives shall hold in confidence, and shall not disclose to any person outside its organization, any Proprietary Information or exploit such Proprietary Information for its own benefit or the benefit of another without the prior written consent of the Company. Without limitation of the foregoing, the Recipient shall not cause or permit reverse engineering of any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Recipient shall disclose Proprietary Information received by it under this Agreement only to persons within its organization who have a need to know such Proprietary Information in the course of the performance of their duties and who are bound by a written agreement, enforceable by the Company, to protect the confidentiality of such Proprietary Information. The Recipient shall adopt and maintain programs and procedures which are reasonably calculated to protect the confidentiality of Proprietary Information and shall be responsible to the Company for any disclosure or misuse of Proprietary Information which results from a failure to comply with this provision. The Recipient will promptly report to the Company any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by the Company to prevent, control or remedy any such violation. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information to the extent required in order for the Recipient to comply with applicable laws and regulations, provided that the Recipient provides prior written notice of such required disclosure to the Company and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosureRecipient’s other Representatives.

Use and Disclosure of Proprietary Information. The Recipient and its Representatives shall use the Proprietary Information of the Disclosing Party only for the Purposes and such Proprietary Information shall not be used for any other purpose without the prior written consent of the CompanyDisclosing Party. The Recipient and its Representatives shall hold in confidence, and shall not disclose to any person outside its organization, any Proprietary Information or exploit of the Disclosing Party; provided, however, that (i) the Recipient may make any disclosure of such Proprietary Information for information to which the Disclosing Party gives its own benefit or the benefit of another without the prior written consent of the Company. Without limitation of the foregoing, the Recipient shall not cause or permit reverse engineering of consent; and (ii) any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Information may be disclosed by the Recipient shall disclose Proprietary Information received by it under this Agreement only to persons within its organization Representatives who have a need to know such Proprietary Information information in connection with the course Purposes, or to prospective investors, lenders or acquirors as part of their due diligence investigations, and in each case who are informed of the performance of their duties and who are bound by a written agreement, enforceable by the Company, to protect the confidentiality confidential nature of such Proprietary Information. The Recipient shall adopt information and maintain programs and procedures which are reasonably calculated to protect the confidentiality of Proprietary Information and shall be responsible to the Company for any disclosure or misuse of Proprietary Information which results from a failure to comply with this provision. The Recipient will promptly report to the Company any actual or suspected violation of the terms of this Agreement. In any event, the Recipient shall be responsible for any breach of this Agreement by any of its Representatives or such parties, and will agrees, at its sole expense, to take all reasonable further steps requested by measures to restrain its Representatives and such parties from prohibited or unauthorized disclosure or use of the Company to prevent, control or remedy any such violationProprietary Information. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information of the Disclosing Party to the extent required in order for the Recipient to comply with applicable laws and regulations, provided that the Recipient provides prior written notice of such required disclosure to the Company Disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

Use and Disclosure of Proprietary Information. The Recipient and its Representatives shall use the Proprietary Information of the Disclosing Party only for the Purposes and such Proprietary Information shall not be used for any other purpose without the prior written consent of the CompanyDisclosing Party. The Recipient and its Representatives shall hold in confidence, and shall not disclose to any person outside its organization, any Proprietary Information or exploit of the Disclosing Party; provided, however, that (i) the Recipient may make any disclosure of such Proprietary Information for information to which the Disclosing Party gives its own benefit or the benefit of another without the prior written consent of the Company. Without limitation of the foregoing, the Recipient shall not cause or permit reverse engineering of consent; and (ii) any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Information may be disclosed by the Recipient shall disclose Proprietary Information received by it under this Agreement only to persons within its organization Representatives who have a need to know such Proprietary Information information in connection with the course of the performance of their duties Purposes and who are bound by a written agreement, enforceable by informed of the Company, to protect the confidentiality confidential nature of such Proprietary Information. The Recipient shall adopt information and maintain programs and procedures which are reasonably calculated to protect the confidentiality of Proprietary Information and shall be responsible to the Company for any disclosure or misuse of Proprietary Information which results from a failure to comply with this provision. The Recipient will promptly report to the Company any actual or suspected violation of the terms of this Agreement. In any event, the Recipient shall be responsible for any breach of this Agreement by any of its Representatives, and will agrees, at its sole expense, to take all reasonable further steps requested by measures to restrain its Representatives from prohibited or unauthorized disclosure or use of the Company to prevent, control or remedy any such violationProprietary Information. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information of the Disclosing Party to the extent required in order for the Recipient to comply with applicable laws and regulations, provided that the Recipient provides prior written notice of such required disclosure to the Company Disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

Use and Disclosure of Proprietary Information. The Recipient and its Representatives shall use the Proprietary Information only for the Purposes Purposes, and such Proprietary Information shall not be used for any other purpose without the prior written consent of the CompanyDisclosing Party. The Recipient and its Representatives shall hold in confidence, and shall not disclose to any person outside its organizationperson, except as permitted hereunder, any Proprietary Information or exploit such Proprietary Information for its own benefit or the benefit of another without the prior written consent of the CompanyDisclosing Party. Without limitation of the foregoing, the Recipient shall not cause or permit reverse engineering of any Proprietary Information or decompilation or disassembly of any software programs drug products which are part of the Proprietary Information. The Recipient shall disclose Proprietary Information received by it under this Agreement only to persons within its organization Representatives (i) who have a need to know such Proprietary Information in the course of the performance of their duties and in connection with the Purposes, (ii) who are bound by a written agreement, enforceable by informed of the Company, confidential nature of the Proprietary Information and (iii) who are obligated to protect the confidentiality of such Recipient to maintain Proprietary InformationInformation under terms and conditions at least as stringent as those under this Agreement. The Recipient shall adopt and maintain programs and procedures which are reasonably calculated to protect the confidentiality of Proprietary Information and shall be responsible to the Company Disclosing Party for any disclosure or misuse of Proprietary Information which that results from a failure to comply with terms of this provisionAgreement by the Recipient and/or Recipient’s Representatives. The Recipient will shall promptly report to the Company Disclosing Party any actual or suspected violation of the terms of this Agreement and will shall take all reasonable further steps requested by the Company Disclosing Party to prevent, control or remedy any such violation. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information to the extent required in order for the Recipient to comply with applicable laws and regulations, provided that the Recipient provides prior written notice of such required disclosure to the Company and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

Use and Disclosure of Proprietary Information. The Recipient and (i) A Receiving Party shall safeguard the Proprietary Information by using at least those efforts used in the protection of its Representatives own proprietary information to prevent its disclosure to or use by third parties, provided that such standard of care is no less than reasonable care under the circumstances. A Receiving Party shall not disclose Disclosing Party’s Proprietary Information to a third party without obtaining written permission from a Disclosing Party prior to said disclosure. (ii) A Receiving Party shall use the such Proprietary Information only for the Purposes mutual benefit of the parties and such Proprietary Information in performance of this Agreement. A Receiving Party shall not be used for any other purpose without the prior written consent of the Company. The Recipient and its Representatives shall hold in confidence, and shall not disclose to any person outside its organization, any Proprietary Information or exploit use such Proprietary Information for its own benefit any other purpose, such as competing with a Disclosing Party. (iii) In the event that a Disclosing Party furnishes sample products or the benefit other equipment or material (“Items”) to a Receiving Party, which are suitably marked to identify them as encompassing Proprietary Information of another without the prior written consent of the Company. Without limitation of the foregoinga Disclosing party, the Recipient Items so received shall be used and the Proprietary Information derived from said Items shall be treated as proprietary Information transferred pursuant to this Agreement. A Receiving Party agrees not to cause or permit the reverse engineering engineering, reverse assembly, or reverse compilation of any the Items. (iv) Access to Proprietary Information or decompilation or disassembly for a Receiving Party shall be available only to persons in a bona fide employee status of any software programs which are part a Receiving Party. Disclosure to all other parties, including consultants and divisions, subsidiaries and affiliates of a Receiving Party other than identified in this Agreement, shall be treated as disclosures to a third party in accordance with the Proprietary Informationterms of this Agreement. The Recipient shall Notwithstanding the above, a Receiving Party may disclose Proprietary Information received by it to its contract labor personnel having a need-to-know for the purposes of this Agreement, provided that the contract labor personnel are under this Agreement only an obligation to persons within its organization who have a need to know hold such Proprietary Information in the course of the performance of their duties confidence and who are bound by a written agreement, enforceable by the Company, an obligation not to protect the confidentiality of disclosure such Proprietary Information. The Recipient shall adopt and maintain programs and procedures which are reasonably calculated to protect the confidentiality of Proprietary Information and shall be responsible to the Company for any disclosure or misuse of Proprietary Information which results from a failure to comply with this provision. The Recipient will promptly report to the Company any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by the Company to prevent, control or remedy any such violation. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information to third parties under terms and conditions at least as restrictive as the extent required in order for the Recipient to comply with applicable laws terms and regulations, provided that the Recipient provides prior written notice conditions of such required disclosure this Agreement. (v) No information shall be transferred by either party to the Company other unless in full compliance with the Export Control Laws and takes reasonable Regulations of the transferring party’s government and lawful actions to avoid and/or minimize the extent of such disclosurecountry.

Use and Disclosure of Proprietary Information. The Recipient and its Representatives shall use the Proprietary Information of the Disclosing Party only for the Purposes and such Proprietary Information shall not be used for any other purpose without the prior written consent of the CompanyDisclosing Party. The Recipient and its Representatives shall hold in confidence, and shall not disclose to any person outside its organization, any Proprietary Information or exploit of the Disclosing Party; provided, however, that (i) the Recipient may make any disclosure of such Proprietary Information for information to which the Disclosing Party gives its own benefit or the benefit of another without the prior written consent of the Company. Without limitation of the foregoing, the Recipient shall not cause or permit reverse engineering of consent; and (ii) any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Information may be disclosed by the Recipient shall disclose Proprietary Information received by it under this Agreement only to persons within its organization Representatives who have a need to know such Proprietary Information information in connection with the course of the performance of their duties Purposes and who are bound by a written agreement, enforceable by informed of the Company, to protect the confidentiality confidential nature of such Proprietary Information. The Recipient shall adopt information and maintain programs and procedures which are reasonably calculated to protect the confidentiality of Proprietary Information and shall be responsible to the Company for any disclosure or misuse of Proprietary Information which results from a failure to comply with this provision. The Recipient will promptly report to the Company any actual or suspected violation of the terms of this Agreement and will who are bound to maintain the confidentiality of such information. In any event, the Recipient shall be responsible for any breach of this Agreement by any of its Representatives, and agrees, at its sole expense, to take all reasonable further steps requested by measures to restrain its Representatives from prohibited or unauthorized disclosure or use of the Company to prevent, control or remedy any such violationProprietary Information. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information of the Disclosing Party to the extent required in order for the Recipient to comply with a valid order of a court or other governmental body having jurisdiction or applicable laws and regulations, provided that the Recipient provides provides, when practicable, reasonable prior written notice of such required disclosure to the Company Disclosing Party and, at the Disclosing Party’s request and takes expense, makes a reasonable effort to assist the Disclosing Party’s reasonable and lawful actions to avoid and/or minimize the extent of such disclosure. Notwithstanding anything to the contrary herein, nothing in this Agreement shall prohibit Tetraphase from providing any information to AcelRx Pharmaceuticals, Inc. (“AcelRx”)under Sections 4.4, 5.2(b) and 5.2(c) or otherwise complying with its obligations under Sections 4.4, 5.2(b) and 5.2(c) of that certain Agreement and Plan of Merger, dated March 15, 2020, among AcelRx, Consolidation Merger Sub, Inc. and Tetraphase.

Use and Disclosure of Proprietary Information. The Recipient and and, in the case of the Company, its Representatives Representatives, shall use the Proprietary Information of the Disclosing Party only for the Purposes and such Proprietary Information shall not be used for any other purpose without the prior written consent of the Company. The Recipient and its Representatives shall hold in confidence, and shall not disclose to any person outside its organization, any Proprietary Information or exploit such Proprietary Information for its own benefit or the benefit of another without the prior written consent of the CompanyDisclosing Party. Without limitation of the foregoing, the Recipient shall not cause or permit reverse engineering of any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Recipient and, in the case of the Company, its Representatives, shall hold in confidence, and shall not disclose any Proprietary Information received of the Disclosing Party; provided, however, that (i) the Recipient may make any disclosure of such information to which the Disclosing Party gives its prior written consent; and (ii) any of the Proprietary Information may be disclosed by it under this Agreement only the Company to persons within its organization Representatives who have a need to know such Proprietary Information information in connection with the course Purposes, or to prospective investors, lenders or acquirors as part of their due diligence investigations, and in each case who are informed of the performance of their duties and who are bound by a written agreement, enforceable by the Company, to protect the confidentiality confidential nature of such Proprietary Information. The Recipient shall adopt information and maintain programs and procedures which are reasonably calculated to protect the confidentiality of Proprietary Information and shall be responsible to the Company for any disclosure or misuse of Proprietary Information which results from a failure to comply with this provision. The Recipient will promptly report to the Company any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by the Company to prevent, control or remedy any such violationAgreement. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information of the Disclosing Party to the extent required in order for the Recipient to comply with applicable laws and regulations, provided that the Recipient provides prior written notice of such required disclosure to the Company Disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

Use and Disclosure of Proprietary Information. The Recipient and its Representatives shall use the Proprietary Information of the Disclosing Party only for the Purposes and such Proprietary Information shall not be used for any other purpose without the prior written consent of the CompanyDisclosing Party. The Recipient and its Representatives shall hold in confidence, and shall not disclose to any person outside its organization, any Proprietary Information or exploit of the Disclosing Party; provided, however, that (i) the Recipient may make any disclosure of such Proprietary Information for information to which the Disclosing Party gives its own benefit or the benefit of another without the prior written consent of the Company. Without limitation of the foregoing, the Recipient shall not cause or permit reverse engineering of consent; and (ii) any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Information may be disclosed by the Recipient shall disclose Proprietary Information received by it under this Agreement only to persons within its organization Representatives who have a need to know such Proprietary Information information in connection with the course of the performance of their duties Purposes and who are bound by a written agreement, enforceable by informed of the Company, to protect the confidentiality confidential nature of such Proprietary Information. The Recipient shall adopt information and maintain programs and procedures which are reasonably calculated to protect the confidentiality of Proprietary Information and shall be responsible to the Company for any disclosure or misuse of Proprietary Information which results from a failure to comply with this provision. The Recipient will promptly report to the Company any actual or suspected violation of the terms of this Agreement and will who are bound to maintain the confidentiality of such information. In any event, the Recipient shall be responsible for any breach of this Agreement by any of its Representatives, and agrees, at its sole expense, to take all reasonable further steps requested by measures to restrain its Representatives from prohibited or unauthorized disclosure or use of the Company to prevent, control or remedy any such violationProprietary Information. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information of the Disclosing Party to the extent required in order for the Recipient to comply with a valid order of a court or other governmental body having jurisdiction or applicable laws and regulations, provided that the Recipient provides provides, when practicable, reasonable prior written notice of such required disclosure to the Company Disclosing Party and, at the Disclosing Party’s request and takes expense, makes a reasonable effort to assist the Disclosing Party’s reasonable and lawful actions to avoid and/or minimize the extent of such disclosure. Notwithstanding anything to the contrary herein, nothing in this Agreement shall prohibit Tetraphase from providing any information to AcelRx Pharmaceuticals, Inc. (“AcelR:x”) under Sections 4.4, 5.2(b) and 5.2(c) or otherwise complying with its obligations under Sections 4.4, 5.2(b) and 5.2(c) of that certain Agreement and Plan of Merger, dated March 15, 2020, among AcelRx, Consolidation Merger Sub, Inc. and Tetraphase.

Use and Disclosure of Proprietary Information. The Recipient and its Representatives shall use the Proprietary Information of the Disclosing Party only for the Purposes and such Proprietary Information shall not be used for any other purpose without the prior written consent of the Company. The Recipient and its Representatives shall hold in confidence, and shall not disclose to any person outside its organization, any Proprietary Information or exploit such Proprietary Information for its own benefit or the benefit of another without the prior written consent of the CompanyDisclosing Party. Without limitation of the foregoing, the Recipient shall not cause or permit reverse engineering of any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Recipient and its Representatives shall hold in confidence, and shall not disclose any Proprietary Information received of the Disclosing Party; provided, however, that (i) the Recipient may make any disclosure of such information to which the Disclosing Party gives its prior written consent; and (ii) any of the Proprietary Information may be disclosed by it under this Agreement only the Recipient to persons within its organization Representatives who have a need to know such Proprietary Information information in connection with the course Purposes, or to prospective investors, lenders or acquirors as part of their due diligence investigations, and in each case who are informed of the performance of their duties and who are bound by a written agreement, enforceable by the Company, to protect the confidentiality confidential nature of such Proprietary Information. The Recipient shall adopt information and maintain programs and procedures which are reasonably calculated to protect the confidentiality of Proprietary Information and shall be responsible to the Company for any disclosure or misuse of Proprietary Information which results from a failure to comply with this provision. The Recipient will promptly report to the Company any actual or suspected violation of the terms of this Agreement Agreement. In any event, the Recipient shall (i) ensure that its Representatives and will take all reasonable further steps requested such parties are bound by the Company confidentiality obligations of this Agreement (applicable mutatis mutandis) and (ii) be responsible and liable for any breach of this Agreement by any of its Representatives or such parties. The RFP Participant shall, at its sole expense, take the necessary measures to prevent, control restrain its Representatives and such parties from prohibited or remedy any such violationunauthorized disclosure or use of the Proprietary Information. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information of the Disclosing Party to the extent required in order for the Recipient to comply with applicable laws and regulations, provided that the Recipient provides prior written notice of such required disclosure to the Company Disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure. The IOC has no obligation to read, consider or develop the Proposal, nor is it obliged to return the Proposal or any materials comprising the Proposal submitted by the RFP Participant. The IOC is authorised to share the Proposal (including the Proprietary Information contain therein) with the IOC Affiliates (as defined below) and their respective Representatives. There is no agreement (whether written or verbal, express or implied) between the RFP Participant and the IOC regarding the Proposal other than this Agreement and the conditions in the RFP document. For the avoidance of doubt, nothing in this Agreement shall be construed or interpretated as to limit or restrict in any manner the IOC’s right to use, and to authorise third parties to use, Similar or Identical Content Ideas. The RFP Participant warrants that it owns or controls the Proposal and (i) hereby grants to the IOC (and third parties authorised by the IOC) a licence to use such Proposal (including any and all Proprietary Information and RFP Participant Pre-Existing IP (as defined below) contained therein) for the Purposes and (ii) in the event it is selected after the RFP process and enters into a business relationship with the IOC, shall assign all rights in it absolutely to the IOC (subject to RFP Participant Pre-Existing IP). The RFP Participant has the full and exclusive legal right (i) to submit the Proposal to the IOC and no other person or corporation has any right that conflicts with the RFP Participant’s right to develop, license or assign the Proposal and (ii) to license and/or transfer any and all intellectual property rights in connection therewith. The RFP Participant’s representative(s) who is (are) submitting the Proposal on behalf of a corporation or a consortium, has (have) the authority to represent and bind the RFP Participant. For the avoidance of doubt, it is understood that even if the RFP Participant is selected after the RFP process and enters into a business relationship with the IOC, the RFP representant (or, where applicable, its licensor) will retain its rights in and to the intellectual property which pre- existed the creation and/or development of the Proposal (the “RFP Participant Pre-Existing IP”). In such case, the RFP Participant shall hereby grant to the IOC a non-exclusive, worldwide, royalty-free, assignable, sub-licensable license to use and exploit the RFP Participant Pre- Existing IP, as contained in the Proposal, without restrictions of any kind. The RFP Participant represents and warrants that the Proposal is not defamatory and does not infringe any copyright, trademark, publicity or other intellectual property or proprietary rights of any third party, nor does it infringe the personality and/or privacy rights of any individual. In the event that the RFP Participant receives any claims or demands that are inconsistent with this representation and warranty, the RFP Participant will immediately notify the IOC in writing. The RFP Participant authorises the IOC to make further copies of the Proposal for the purpose of its evaluation of the Proposal. The IOC may store or destroy the original Proposal and/or any copies of it at its sole discretion. The RFP Participant acknowledges that the IOC may have already received and developed or may in the future receive or independently develop Similar or Identical Content Ideas. The RFP Participant hereby waives all and any claims against the IOC and any third party authorised by the IOC regarding the use or development by the IOC and/or any third party of any Similar or Identical Content Ideas.