Common use of Use and Disclosure Restrictions Clause in Contracts

Use and Disclosure Restrictions. Each party shall not use the other party’s Confidential Information except as necessary to exercise its rights or perform its obligations under this Agreement, or as expressly permitted by this Agreement. Each party shall not disclose the other party’s Confidential Information to any third party, and shall only disclose such Confidential Information to those of its employees, contractors and agents that need to know such Confidential Information for the purposes of this Agreement, provided that each such employee, contractor or agent is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective of Confidential Information as those set forth in this Agreement. Each party will use all reasonable efforts to maintain the confidentiality of all Confidential Information of the other party in its possession or control, but in no event less than reasonable care. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement and cooperates with the disclosing party, at the disclosing party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure or (ii) on an as-needed, confidential basis to its legal or financial advisors. Without limiting the restrictions set forth in Section 2, the foregoing obligations will not apply to any information that the receiving party can demonstrate with competent evidence (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party, (ii) was rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality as shown by the contemporaneous records of the receiving party, (iii) is independently developed by the receiving party without use of, reference, or access to the disclosing party’s Confidential Information as shown by the written records of the receiving party, or (iv) the receiving party rightfully obtains from a third party that had the right to make such disclosure without an obligation of confidentiality.

Use and Disclosure Restrictions. Each party shall not use 1HLWKHU SDUW\ VKDOO XVH WKH RWKHU SDUW necessary for the other party’s Confidential Information except as necessary to performance of its obligations or exercise of its rights or perform its obligations under this Agreement, or as expressly permitted by this Agreement. Each party Agreement and shall not disclose the other party’s such Confidential Information to any third partyparty except to its Affiliates, employees and shall only disclose such Confidential Information to those of its employees, contractors and agents subcontractors that need to know such Confidential Information for the purposes of this Agreement, provided that NQRZ VXFK &RQILGHQWLDO ,QIRUPDWLRQ IRRUep reWseKnHtat ivSesX´U S R VSHU RRYIL GSHHGU each such employee, contractor or agent Representative is subject to a written agreement that includes binding use and disclosure restrictions confidentiality obligations that are at least as protective of Confidential Information as those set forth in this Agreementherein. Each party will shall use all commercially reasonable efforts to maintain the confidentiality of all such Confidential Information of the other party in its possession or control, but in no event less than reasonable carethe efforts that such party ordinarily uses with respect to its own proprietary information of similar nature and importance and shall be responsible for any of its 5HSUHVHQWD-cWomLpYliaHncVe ¶wi th QthRe tQerms of this Section 7. The foregoing obligations will shall not restrict either party from disclosing the terms and conditions of this Agreement and/or any Confidential Information of the other party party: (ia) pursuant as required by Applicable Law, including applicable public record laws, provided that, to the order or requirement of a courtextent permitted by Applicable Law, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement and cooperates with the disclosing party, at the disclosing party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure or requirement; (iib) on an as-needed, a confidential basis to its legal or financial advisors. Without limiting ; (c) pursuant to any disclosure process, procedure or obligation under any securities exchange on which the capital stock of that party and/or any of its Affiliates may be listed from time to time; and/or (d) on a confidential basis to present or future providers of venture capital and/or potential private investors in or acquirers of such party, provided that each such party is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth in Section 2, the foregoing obligations will not apply to any information that the receiving party can demonstrate with competent evidence (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party, (ii) was rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality as shown by the contemporaneous records of the receiving party, (iii) is independently developed by the receiving party without use of, reference, or access to the disclosing party’s Confidential Information as shown by the written records of the receiving party, or (iv) the receiving party rightfully obtains from a third party that had the right to make such disclosure without an obligation of confidentialityherein.

Use and Disclosure Restrictions. Each Neither party shall not will use the other party’s Confidential Information except as necessary to exercise for the purposes of exercising its rights or perform and fulfilling its obligations hereunder, and will not disclose such Confidential Information to any third party except to its employees and consultants as is reasonably required in connection with the exercise of its rights and the fulfillment of its obligations under this AgreementAgreement (and, or in case of any consultants, only subject to binding use and disclosure restrictions at least as expressly permitted protective as those set forth herein to be executed in writing by this Agreementsuch consultants). Each party shall not In addition, Sony may disclose the other partyTransmeta’s Confidential Information to any third party(i) Sony Subsidiary to which Sony grants a sublicense pursuant to Section 2.2 hereof, and shall only disclose (ii) to any third-party designer or manufacturer of Sony or such Confidential Information to those of its employees, contractors and agents that need to know such Confidential Information a sublicensed Sony Subsidiary for the purposes purpose of this Agreementexercising its rights under Section 2.1(b); and (iii) to any third-party customer of Sony or such a sublicensed Sony Subsidiary for the purpose of exercising its rights under Section 2.1; provided, provided that prior to any such disclosure, each such employee, contractor or agent is subject to third party customer must execute a written non-disclosure agreement with Sony that includes binding contains use and disclosure restrictions that are at least as protective of Confidential Information as those set forth in this Agreementherein. Each party will use all reasonable efforts to protect and to maintain the confidentiality of all Confidential Information of the other party party’s Confidential Information in its possession or controlcontrol by using the efforts that such party ordinarily uses with respect to its own proprietary information of similar nature and importance, but in no event less than reasonable careefforts. The foregoing obligations will not restrict either party from disclosing Confidential Information the terms of the other party this Agreement: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party, to the extent reasonably practicable, so that the other party to may contest such an order or requirement and cooperates with the disclosing party, at the disclosing party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure or requirement; (ii) on an as-needed, a confidential basis to its legal or professional financial advisors. Without limiting ; (iii) as required under applicable securities regulations; and (iv) subject to execution of reasonable and customary written confidentiality agreements consistent with the restrictions set forth in Section 2herein, to present or future providers of capital and/or potential acquirers of such party or its assets associated with the foregoing obligations will not apply to any information that the receiving party can demonstrate with competent evidence (i) is or becomes generally known to the public through no fault of or breach subject matter of this Agreement by the receiving party, (ii) was rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality as shown by the contemporaneous records of the receiving party, (iii) is independently developed by the receiving party without use of, reference, or access to the disclosing party’s Confidential Information as shown by the written records of the receiving party, or (iv) the receiving party rightfully obtains from a third party that had the right to make such disclosure without an obligation of confidentialityAgreement.

Use and Disclosure Restrictions. Each The receiving party shall not use the other party’s of Confidential Information except as necessary (“Recipient”) agrees: (i) to exercise its rights or perform its obligations under this Agreement, or as expressly permitted by this Agreement. Each maintain the Confidential Information of the party shall disclosing such information (the “Discloser”) in the strictest of confidence; (ii) not to disclose the other party’s such Confidential Information to any third party, parties; and shall only disclose (iii) not to use any such Confidential Information for any purpose other than in furtherance of this Agreement and the activities described herein. Recipient will treat Confidential Information of the Discloser with the same degree of care as it accords to those its own Confidential Information, but in no event with less than reasonable care. Recipient may disclose the Confidential Information of Discloser to its employeesdirectors, contractors officers, employees and agents that consultants (collectively, “Representatives”) who have a bona fide need to know such Confidential Information Information, but solely to the extent necessary to pursue the activities described herein and for the purposes of this Agreement, no other purpose; provided that each such employee, contractor or agent is subject to Representative first executes a written agreement (or is otherwise already bound by a written agreement) that includes binding contains use and disclosure nondisclosure restrictions that are at least as protective of the other party’s Confidential Information as those set forth in this Agreement. Each party will use all reasonable efforts to maintain the Recipient shall be responsible for any breach of these confidentiality obligations by its Representatives, which shall be considered a breach by Recipient. Any disclosure of all Confidential Information to Recipient by (a) Discloser or any of the other party in its possession or control, but in no event less than reasonable care. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement and cooperates with the disclosing party, at the disclosing party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure affiliates or (iib) on an as-needed, confidential basis to its legal or financial advisors. Without limiting the restrictions set forth in Section 2, the foregoing obligations will not apply to any information that the receiving party can demonstrate with competent evidence (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party, (ii) was rightfully known by the receiving unaffiliated third party at the time request of Discloser shall be deemed to be a disclosure without an obligation of confidentiality as shown made by the contemporaneous records of the receiving party, (iii) is independently developed by the receiving party without use of, reference, or access to the disclosing party’s Confidential Information as shown by the written records of the receiving party, or (iv) the receiving party rightfully obtains from a third party that had the right to make such disclosure without an obligation of confidentialityDiscloser under this Agreement.

Use and Disclosure Restrictions. Each party shall not agrees (a) to protect the other party’s Proprietary Information from unauthorized dissemination and use; (b) to use the other party’s Confidential Proprietary Information except as necessary to only for the performance of this Agreement and the exercise its of any rights or perform its obligations under this Agreement; (c) not to disclose any Proprietary Information, or as expressly permitted by any part or parts thereof, to any of its employees, agents, contractors or any other individuals except to its employees who are under confidentiality obligations no less restrictive than the requirements of this Agreement. Each party shall Section 6; (d) with respect to Customer, not to disclose the other party’s Confidential Information or otherwise provide to any third party, and shall only disclose such Confidential Information to those without the prior written consent of its employees, contractors and agents that need to know such Confidential Information for the purposes of this Agreement, provided that each such employee, contractor Virtru or agent is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective of Confidential Information as those otherwise set forth in this Agreement. Each party will a separate written agreement between the parties hereto entered into after the date hereof, as applicable, any of Virtru’s Proprietary Information, materials or any data or other information produced, obtained or created by Customer in connection with Customer’s use all reasonable efforts to maintain the confidentiality of all Confidential Information of the other party in its possession or controlMaterials, but in no event less than reasonable care. The foregoing obligations will not restrict either party from disclosing Confidential Information including, without limitation, the existence of this Agreement and the existence and possible applications of the other party Materials; (ie) pursuant to the order undertake whatever action is necessary (or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to authorize the other party to contest do so in the name of such order party) to prevent or requirement and cooperates with the disclosing party, at the disclosing remedy any breach of such party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure or (ii) on an as-needed, confidential basis to its legal or financial advisors. Without limiting the restrictions confidentiality obligations herein set forth in Section 2or any other unauthorized disclosure of any Proprietary Information by its current or former employees, agents or contractors; and (f) not to remove or destroy any proprietary or confidential legends or markings placed upon or contained within the Proprietary Information provided to such party by the other party. The foregoing obligations will restrictions on disclosure and use shall not apply with respect to any information that the receiving party can demonstrate with competent evidence Proprietary Information that: (ia) is or becomes generally publicly known to the public through no fault act or omission of or breach of this Agreement by the receiving other party, ; (iib) was rightfully known by the receiving party at without confidential or proprietary restriction before receipt from the time of disclosure without an obligation of confidentiality other party, as shown evidenced by the contemporaneous records of the receiving party, ’s contemporaneous written records; (iiic) becomes rightfully known to the receiving party without confidential or proprietary restriction from a source other than the disclosing party that does not owe a duty of confidentiality with respect to such Proprietary Information; or (d) is independently developed without the use of the Proprietary Information as evidenced by the receiving party’s written records. In addition, a party without may use of, reference, or access disclose Proprietary Information to the disclosing party’s Confidential Information as shown extent (i) approved in writing by the written records other party and (ii) a party is legally compelled to disclose such Proprietary Information, provided, however, that prior to any such compelled disclosure, such party shall cooperate fully with the other party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the receiving partyProprietary Information. Further, each party may disclose the terms and conditions of this Agreement: (A) in confidence, to legal counsel; (B) in confidence, to accountants, banks, and financing sources and their advisors; and (C) in connection with the enforcement of this Agreement or (iv) the receiving party rightfully obtains from a third party that had the right to make such disclosure without an obligation of confidentialityany rights hereunder.

Use and Disclosure Restrictions. Each party Recipient shall maintain the confidentiality of Disclosing Party’s Confidential Information and use the same degree of care (but in no event less than a reasonable degree of care) to protect such Confidential Information as Recipient uses to protect its own similar Confidential Information. Recipient shall not use the other partydiscuss, use, disclose, reproduce, disassemble, decompile, or reverse engineer Disclosing Party’s Confidential Information except as necessary to exercise its rights or perform its obligations permitted under this Agreement, Agreement or as expressly permitted otherwise required by this Agreementlaw. Each party shall not Subject to the foregoing: (i) SSM may disclose the other party’s Newco Confidential Information to any third party, and shall only disclose such Confidential Information to those advisors, employees and subcontractors of its employees, contractors and agents that SSM who have a need to know such Newco Confidential Information for the purposes of providing the Services described in the applicable Statement of Work or to otherwise perform SSM’s obligations under this Agreement; and (ii) Newco may disclose SSM Confidential Information only to those advisors, employees and subcontractors of Newco who have a need to know SSM Confidential Information for the purposes of receiving the Services described in the applicable Statement of Work or for evaluating SSM’s performance under this Agreement, provided that each such employee, contractor or agent is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective of Confidential Information as those set forth in otherwise exercise Newco’s rights under this Agreement. Each party ; provided that, each Party, as applicable, will use all reasonable efforts ensure that any subcontractor to maintain the confidentiality of all which it discloses Confidential Information of the other party in its possession or control, but in no event less than reasonable care. The foregoing obligations Party will not restrict either party from disclosing maintain the confidentiality of such Confidential Information to at least the same extent as this Agreement requires of the other party (i) pursuant Disclosing Party. Recipient shall take all reasonable measures to restrain Recipient’s advisors, employees and subcontractors from unauthorized use or disclosure of Disclosing Party’s Confidential Information. Notwithstanding any terms to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement contrary and cooperates with the disclosing party, at the disclosing party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure or (ii) on an as-needed, confidential basis to its legal or financial advisors. Without limiting the restrictions set forth in Section 2, the foregoing obligations will not apply addition to any information that the receiving party can demonstrate with competent evidence (i) is or becomes generally known disclosure rights granted to the public through no fault of or breach of Newco under this Agreement by the receiving partyand any SOW, (ii) was rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality as shown by the contemporaneous records of the receiving party, (iii) is independently developed by the receiving party without use of, reference, either Party may disclose SSM or access to the disclosing party’s Newco Confidential Information to state and federal regulators and their designees, as shown required by the written records law, and to Newco’s auditors in connection with audits of the receiving party, or (iv) the receiving party rightfully obtains from a third party that had the right to make such disclosure without an obligation of confidentialityNewco.

Use and Disclosure Restrictions. Each party shall not use the other party’s Confidential Information except as necessary to exercise its rights or perform its obligations under this Agreement, or as expressly permitted by this Agreement. Each party shall not disclose the other party’s Confidential Information to any third party, and shall only disclose such Confidential Information to those of its employees, contractors and agents that need to know such Confidential Information for the purposes of this Agreement, provided that each such employee, contractor or agent is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective of Confidential Information as those set forth in this Agreement. Each party will use all reasonable efforts to maintain treat the confidentiality of all Confidential Information of the other party in with the same degree of care to prevent unauthorized disclosure to anyone other than those of its possession or controlemployees and contractors with a need to know such information as that party accords to its own Confidential Information, but in no event less than reasonable care. The foregoing obligations will of a party receiving Confidential Information (“Recipient”) from the disclosing party (“Discloser”) under this Section 10.17 shall terminate when the Recipient can document that the Confidential Information (a) was in the public domain at the time or entered the public domain subsequent to the time it was communicated to the Recipient by the Discloser through no fault of the Recipient; (b) was in the Recipient’s possession free of any obligation of confidence at the time or was rightfully communicated to the Recipient free of any obligation of confidence subsequent to the time it was communicated to the Recipient by the Discloser; (c) was developed by employees or agents of the Recipient independently of and without reference to any information communicated to the Recipient by the Discloser; or (d) was not restrict either party from disclosing legended as Confidential Information of the other party (i) pursuant Discloser and if disclosed orally or visually, it was not identified as Confidential Information of the Discloser at the time of such communication. Notwithstanding anything to the contrary in this paragraph, a Recipient may disclose the Confidential Information of the Discloser to the extent necessary to respond to a valid order or requirement of by a court, administrative agency, court or other governmental body, when otherwise required by law, or when necessary to establish the rights of either party under this Agreement, provided that the party required to make such a disclosure gives Recipient provides reasonable notice to the other party Discloser to contest such order disclosure. The obligations of this Section 10.17 shall survive the termination or requirement expiration of this Agreement. CUSTOMER ACKNOWLEDGES HAVING READ THE TERMS AND CONDITIONS SET FORTH ON THIS PAGE AND THOSE ATTACHED HERETO. ADOBE SYSTEMS INCORPORATED CUSTOMER By: By: Printed Name: Printed Name: Title: Title: Date: Date: PLATINUM MAINTENANCE AND SUPPORT ADDENDUM‌ In addition to the terms and cooperates with the disclosing party, at the disclosing party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure or (ii) on an as-needed, confidential basis to its legal or financial advisors. Without limiting the restrictions conditions set forth in Section 2this Agreement, Adobe and Customer agree to the following terms and conditions, which shall apply to Customer’s orders for Platinum Support Services under a duly executed DoD ESA delivery order: 1. Platinum Maintenance and Support (a) Adobe will provide Customer technical support to a maximum of four (4) named Customer technical support contacts (“Customer’s Technical Support Contacts”) per each individually duly executed DoD ESA delivery order. The Customer can augment the number of contacts at the individual order level by purchasing additional designated contact(s) in accordance GSA or DoD ESA established pricing. Upon order processing Adobe will notify customer via e-mail requesting customer to provide Adobe the four (4) named customer technical support contacts. These names may be changed, using the same process. (b) Adobe will provide prioritized, toll-free Support Services for the Software to be accessed by Customer’s Technical Support Contacts between the hours of 07.00 and 20.00 Eastern Time Monday through Friday (excluding holidays) via telephone, facsimile, e-mail and Adobe’s web site. (c) Adobe will provide prioritized Support Services for critical issues 24 hours a day, 7 days a week. Priority definitions are available at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/support/programs/policies/sla.html. Adobe’s 24 x 7 Support is designed to provide emergency coverage for production systems outside of the core hours of support. It is accessible to deal with critical (priority 1) cases, which consist of any of the following: (a) where the problem results in extremely serious interruptions to a customer's production system and has affected, or could affect, the foregoing obligations entire user community; (b) where tasks that should be executed immediately cannot be executed because of a complete crash of the system; or (c) where interruptions in main functions of the production system result in a compromise of Data integrity that requires immediate attention. (d) Adobe will not apply provide code corrections as required to any information correct Software malfunctions in order to bring the Software Products into substantial conformity with applicable documentation. If Customer encounters a problem in the usage of the Software, Customer will provide Adobe with sufficient detail to permit Adobe to understand and reproduce the problem. Adobe will use reasonable efforts to diagnose the problem and if it is mutually determined by Customer and Adobe that the receiving party can demonstrate problem represents an error in the Software that causes it to not operate in substantial conformity with competent evidence applicable documentation, Adobe will use commercially reasonable efforts to provide a fix release to Customer. In addition, Adobe may, at its sole discretion and from time to time, make fix releases generally available to users of the Software Products. (ie) is Adobe shall provide to Customer, at no additional charge, all upgrades for the Software Products to make the Software Products current, provided that Adobe’s obligations under this Section 1(e) with respect to each major version (defined by a x.0 version number) of a specific Software Product shall continue for a maximum of five (5) years (or becomes generally known seven (7) years if Customer also orders extended support) after the first commercial release of that major version of that Software Product. If Customer requires an upgrade from a major version of a particular Software Product that was first commercially released more than five (5) years (or more than seven (7) years if Customer also orders extended support) earlier, additional fees may apply. “Upgrades” mean those versions of the Software Products that Adobe, at its discretion, deems to be logical improvements or extensions to the public through no fault of Software Products and that have been released for general commercial distribution. In particular, upgrades are designated point releases by Adobe (e.g., 4.2 to 4.3 or breach 4.3 to 5.0 if 5.0 is the next version release in the series). Releases designated by Adobe as third digit releases (e.g., 4.2.2 to 4.2.3) are not considered upgrades for the purposes of this Agreement Addendum, but rather they are considered as fix releases which must be requested by Customer. Fix releases provided to Customer pursuant to this Support Addendum will only be for the receiving party, (ii) was rightfully known by the receiving party at the time current version of disclosure without an obligation of confidentiality as shown by the contemporaneous records of the receiving party, (iii) is independently developed by the receiving party without use of, reference, or access to the disclosing party’s Confidential Information as shown by the written records of the receiving party, or (iv) the receiving party rightfully obtains from a third party that had the right to make such disclosure without an obligation of confidentialityeach Software product.

Use and Disclosure Restrictions. Each For a period [* * *] from the date of receipt of each item of Confidential Information, or for a certain period to be agreed by both parties in the case either party shall not needs longer confidential obligation period for specific information, neither party will use the other party’s Confidential Information except as necessary to exercise for the purposes of exercising its rights or perform and fulfilling its obligations under this Agreementhereunder, or as expressly permitted by this Agreement. Each party shall and will not disclose the other party’s such Confidential Information to any third party, party except to its employees and shall only disclose such Confidential Information to those consultants as is reasonably required in connection with the exercise of its employeesrights and the fulfillment of its obligations under this Agreement (and, contractors and agents that need to know such Confidential Information for the purposes in case of this Agreementany consultants, provided that each such employee, contractor or agent is only subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective of Confidential Information as those set forth herein to be executed in writing by such consultants). In addition, Toshiba may disclose Transmeta Confidential Information to any (i) Toshiba Subsidiary to which Toshiba grants a sublicense pursuant to Section 2.3 hereof, (ii) to any third-party designer or manufacturer of Toshiba or such a sublicensed Toshiba Subsidiary for the purpose of exercising its rights under Section 2.1(b), (iii) to any other Transmeta licensee of the Transmeta Technology solely for the purpose of Toshiba and such licensee discussing and sharing information regarding the use and exploitation of the Transmeta Technology , provided that Toshiba, Transmeta and such licensee have first entered into a 3-way confidentiality agreement; and (iv) to any third-party customer of Toshiba or such a sublicensed Toshiba Subsidiary for the purpose of exercising its rights under Section 2.1; provided, that prior to any such disclosure, each such third party customer must execute a written non-disclosure agreement with Toshiba that contains use and disclosure restrictions at least as protective as those set forth herein. For the avoidance of doubt, in no event will either party have the right to disclose the terms and conditions of this Agreement, including, without limitation, any exhibits hereto, to any other Transmeta licensee of the Transmeta Technology. Each party will use all reasonable efforts to protect and to maintain the confidentiality of all Confidential Information of the other party party’s Confidential Information in its possession or controlcontrol by using the efforts that such party ordinarily uses with respect to its own proprietary information of similar nature and importance, but in no event less than reasonable careefforts. The foregoing obligations will not restrict either party from disclosing * * * Confidential Information treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as [* * *]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Toshiba / Transmeta LongRun2 Agreement 10 the terms of this Agreement or other party Confidential Information: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party, to the extent reasonably practicable, so that the other party to may contest such an order or requirement and cooperates with the disclosing party, at the disclosing party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure or requirement; (ii) on an as-needed, a confidential basis to its legal or professional financial advisors. Without limiting the restrictions set forth in Section 2, the foregoing obligations will not apply to any information that the receiving party can demonstrate with competent evidence (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party, (ii) was rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality as shown by the contemporaneous records of the receiving party, ; (iii) is independently developed by as required under applicable securities regulations, provided that the receiving party without use of, reference, or access required to the disclosing party’s make such a disclosure only discloses that Confidential Information or those portions of this Agreement, as shown by the written records case may be, that legal counsel to that party advises are legally required to be disclosed and exercises commercially reasonable efforts to obtain confidential treatment of such Confidential Information or the receiving party, or other portions of this Agreement; and (iv) subject to execution of written confidentiality agreements no less restrictive than those set forth herein, to present or future providers of capital and/or potential investors in or acquirers of such party or its assets associated with the receiving party rightfully obtains from a third party that had the right to make such disclosure without an obligation subject matter of confidentialitythis Agreement.

Use and Disclosure Restrictions. Each For period of * * * following the date of each disclosure thereof, neither party shall not will use the other party’s Confidential Information except as necessary to exercise for the purposes of exercising its rights or perform and fulfilling its obligations hereunder, and will not disclose such Confidential Information to any third party except to its employees and consultants as is reasonably required in connection with the exercise of its rights and the fulfillment of its obligations under this AgreementAgreement (and, or in case of any consultants, only subject to binding use and disclosure restrictions at least as expressly permitted protective as those set forth herein to be executed in writing by this Agreementsuch consultants). Each party shall not In addition, Fujitsu may disclose the other partyTransmeta’s Confidential Information to any third party(i) Fujitsu Subsidiary to which Fujitsu grants a sublicense pursuant to Section 2.2 hereof, and shall only disclose (ii) to any third-party manufacturer of Fujitsu or such Confidential Information to those of its employees, contractors and agents that need to know such Confidential Information a sublicensed Fujitsu Subsidiary for the purposes purpose of this Agreementexercising its rights under Section 2.1(b); and (iii) to any third party customer of Fujitsu or such a sublicensed Fujitsu Subsidiary for the purpose of exercising its rights under Section 2.1; provided, provided that prior to any such disclosure, each such employee, contractor or agent is subject to third party customer must execute a written non-disclosure agreement with Fujitsu that includes binding contains use and disclosure restrictions that are at least as protective of Confidential Information as those set forth in this Agreementherein. Each party will use all reasonable efforts to protect and to maintain the confidentiality of all Confidential Information of the other party party’s Confidential Information in its possession or controlcontrol by using the efforts that such party ordinarily uses with respect to its own proprietary information of similar nature and importance, but in no event less than reasonable careefforts. The foregoing obligations will not restrict either party from disclosing Confidential Information the terms of the other party this Agreement: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party, to the extent reasonably practicable, so that the other party to may contest such an order or requirement and cooperates with the disclosing party, at the disclosing party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure or requirement; (ii) on an as-needed, a confidential basis to its legal or professional financial advisors. Without limiting ; (iii) as required under applicable securities regulations; and (iv) subject to execution of reasonable and customary written confidentiality agreements consistent with the restrictions set forth herein, to present or future providers of capital and/or potential investors in Section 2, or acquirers of such party or its assets associated with the foregoing obligations will not apply to any subject matter of this Agreement. * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information that the receiving party can demonstrate with competent evidence (i) is or becomes generally known subject to the public through no fault of or breach confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Fujitsu / Transmeta Agreement by the receiving party11 November, (ii) was rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality as shown by the contemporaneous records of the receiving party, (iii) is independently developed by the receiving party without use of, reference, or access to the disclosing party’s Confidential Information as shown by the written records of the receiving party, or (iv) the receiving party rightfully obtains from a third party that had the right to make such disclosure without an obligation of confidentiality.2004

Use and Disclosure Restrictions. Each The party shall not use the other party’s receiving Confidential Information except as necessary (“Recipient”) agrees: (a) to maintain the Confidential Information of the party disclosing such information (the “Discloser”) in strict confidence; (b) not to disclose such Confidential Information to any third parties; and (c) not to use any such Confidential Information for any purpose other than to exercise its rights or perform its obligations under this Agreement. Recipient will treat Confidential Information of the Discloser with the same degree of care as it accords to its own Confidential Information, or but in no event with less than reasonable care. Recipient may disclose the Confidential Information of Discloser to its directors, officers, employees, and subcontractors (collectively, “Representatives”), who have a bona fide need to know such Confidential Information, provided that each such Representative is bound by a legal obligation as expressly permitted by this Agreement. Each party shall not disclose protective of the other party’s Confidential Information to any third party, and shall only disclose such Confidential Information to those of its employees, contractors and agents that need to know such Confidential Information for the purposes of this Agreement, provided that each such employee, contractor or agent is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective of Confidential Information as those set forth herein. Recipient’s obligations under this Section 12 will continue in this Agreement. Each party will use all reasonable efforts to maintain effect for a period of three (3) years from the confidentiality date of all last disclosure of Confidential Information of the other party by Discloser, except that Customer’s obligations under this Section 12 will continue in its possession or control, but effect in no event less than reasonable careperpetuity with respect to Kyligence Software. • Exclusions. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party (iRecipient under Section 12(a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement and cooperates with the disclosing party, at the disclosing party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure or (ii) on an as-needed, confidential basis to its legal or financial advisors. Without limiting the restrictions set forth in Section 2, the foregoing obligations will not apply to any information that the receiving party can demonstrate with competent evidence Confidential Information that: (ia) is now or thereafter becomes generally known or available to the public public, through no fault act or omission on the part of Recipient (or breach any of this Agreement by the receiving partyits Representatives, Affiliates, or agents) or any third party subject to any use or disclosure restrictions with respect to such Confidential Information; (iib) was rightfully known by or lawfully in the possession of Recipient, prior to receiving such information from Discloser, without restriction as to use or disclosure; (c) is rightfully acquired by Recipient from a third party at who has the time of disclosure right to disclose it and who provides it without an obligation of confidentiality restriction as shown by the contemporaneous records of the receiving party, to use or disclosure; or (iiid) is independently developed by the receiving party Recipient without access, use of, reference, or access reference to the disclosing party’s any Confidential Information as shown by the written records of the receiving party, or (iv) the receiving party rightfully obtains from a third party that had the right to make such disclosure without an obligation of confidentialityDiscloser.

Use and Disclosure Restrictions. Each party shall not use acknowledges and agrees that the Confidential Information constitutes and contains valuable proprietary information and trade secrets of the other party’s Confidential Information except as necessary to exercise its rights or perform its obligations under this Agreement, or as expressly permitted by this Agreementand embodies substantial creative efforts and confidential information, ideas and expressions of the other party. Each party shall not disclose agrees: (a) to protect the other party’s Confidential Information from unauthorized dissemination and use; (b) to use the Confidential Information only for the performance of its obligations and in connection with the exercise of its rights hereunder; (c) not to disclose any Confidential Information, or any part or parts thereof, to any of its employees, agents or contractors other than those employees who are aware of the confidentiality obligations imposed by this Section 8.2, and have entered into written confidentiality agreements with such party that require such employees to comply with confidentiality obligations no less restrictive than the requirements set forth in this Section 8.2; (d) not to disclose or otherwise provide to any third party, and shall only disclose such without the prior written consent of the other party, any Confidential Information or any part or parts thereof; (e) to those undertake whatever action is necessary to prevent or remedy (or authorize the other party to do so in its name) any breach of its confidentiality obligations set forth herein or any other unauthorized disclosure of any Confidential Information by its current or former employees, contractors agents or contractors; and agents that need (f) not to know such remove or destroy any proprietary or confidential legends or markings placed upon or contained within any Confidential Information for Information. Notwithstanding the purposes of this Agreementforegoing, provided that each such employee, contractor or agent is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective of Confidential Information as those set forth in this Agreement. Each either party will use all reasonable efforts to maintain the confidentiality of all may disclose Confidential Information of the other party in its possession or controlto distributors, but in no event less than reasonable carelicensees, customers, clients, business partners and other third parties to the extent necessary to exercise the rights and licenses with respect to Confidential Information granted hereunder. The foregoing obligations will not restrict either Without limiting the foregoing, each party from disclosing agrees that it shall treat the Confidential Information of the other party (i) pursuant to with at least the order or requirement same degree of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement and cooperates with the disclosing party, at the disclosing party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure or (ii) on an as-needed, care as it would its own highly confidential basis to its legal or financial advisors. Without limiting the restrictions set forth in Section 2, the foregoing obligations will not apply to any information that the receiving party can demonstrate with competent evidence (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party, (ii) was rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality as shown by the contemporaneous records of the receiving party, (iii) is independently developed by the receiving party without use of, reference, or access to the disclosing party’s Confidential Information as shown by the written records of the receiving party, or (iv) the receiving party rightfully obtains from a third party that had the right to make such disclosure without an obligation of confidentialityinformation.

Use and Disclosure Restrictions. Each party shall not For a period of five (5) years from the Effective Date, neither Party (“Receiving Party”) will use the other partyParty’s (“Disclosing Party”) Confidential Information except as necessary to exercise for the purposes of exercising its rights or perform and fulfilling its obligations hereunder, and will not disclose such Confidential Information to any third party except to its employees and consultants as is reasonably required in connection with the exercise of its rights and the fulfillment of its obligations under this AgreementAgreement (and, or in case of any consultants, only subject to binding use and disclosure restrictions at least as expressly permitted by this Agreementprotective as those protecting the Receiving Party’s own Confidential Information). Each party shall not In addition, Intel may disclose the other partyTransmeta’s Confidential Information to any third party(i) Intel Subsidiary to which Intel grants a sublicense pursuant to Section 2.2 hereof, and shall only disclose (ii) to any third-party designer or manufacturer of Intel or such Confidential Information to those of its employees, contractors and agents that need to know such Confidential Information a sublicensed Intel Subsidiary for the purposes purpose of this Agreementexercising its rights under Sections 2.1(a)(i) and 2.1(a)(ii); and (iii) to any third-party customer of Intel or such a sublicensed Intel Subsidiary for the purpose of exercising its rights under Section 2.1; provided, provided that prior to any such disclosure, each such employee, contractor or agent is subject to third party customer must execute a written non-disclosure agreement with Intel that includes binding contains use and disclosure restrictions that are at least as protective of Confidential Information as those set forth in this Agreementprotecting Intel’s own Confidential Information. Each party Party will use all reasonable efforts to protect and to maintain the confidentiality of all Confidential Information of the other party Party’s Confidential Information in its possession or controlcontrol by using the efforts that such Party ordinarily uses with respect to its own Confidential Information of similar nature and importance, but in no event less than reasonable careefforts. The foregoing obligations will not restrict either party Party from disclosing Confidential Information the terms of the other party this Agreement: (i) pursuant to the order or requirement of a court, court administrative agency, or other governmental body, provided that the party Party required to make such a disclosure gives reasonable notice to the other party Party, to the extent reasonably practicable, so that the other Party may contest such an order or requirement and cooperates with the disclosing party, at the disclosing party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure or seek confidential treatment; (ii) on an as-needed, a confidential basis to its legal or financial professional advisors. Without limiting ; (iii) as required under applicable securities regulations; and (iv) subject to execution of reasonable and customary written confidentiality agreements consistent with the restrictions set forth in Section 2herein, to present or future providers of capital and/or potential acquirers of such Party or its assets associated with the foregoing obligations will not apply to any information that the receiving party can demonstrate with competent evidence (i) is or becomes generally known to the public through no fault of or breach subject matter of this Agreement by the receiving party, (ii) was rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality as shown by the contemporaneous records of the receiving party, (iii) is independently developed by the receiving party without use of, reference, or access to the disclosing party’s Confidential Information as shown by the written records of the receiving party, or (iv) the receiving party rightfully obtains from a third party that had the right to make such disclosure without an obligation of confidentialityAgreement.

Use and Disclosure Restrictions. Each party shall not Neither Party will (i) use the other partyParty’s Confidential Information except as necessary to exercise its rights for the performance of this Agreement or perform its obligations under this Agreement, or as expressly permitted by this Agreement. Each party shall not disclose the other party’s Confidential Information to any third party, and shall only (ii) disclose such Confidential Information to any Person except to those of its employees, contractors and agents its Affiliates’ Representatives that need to know such Confidential Information for the purposes purpose of performing this Agreement, provided that each such employee, contractor or agent Representative is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective of Confidential Information as those set forth in this Agreementherein. Each party Party will use all reasonable efforts to maintain the confidentiality of all such Confidential Information of the other party in its possession or control, but in no event less than reasonable carethe efforts that such Party ordinarily uses with respect to its own proprietary information of similar nature and importance. The foregoing obligations will not restrict either party Party from disclosing Confidential Information of the other party Party: (ia) pursuant to the law, order or requirement of a court, administrative agency, or other governmental or administrative body, provided that the party Party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement requirement; (b) on a confidential basis to its and cooperates its Affiliates’ accountants, lawyers and other similar professional advisors, (c) on a confidential basis to actual and potential acquirers, lenders, investors and other similar transaction counterparties (and their counsel and similar professional advisors) as part of customary due diligence; and (d) other parties with the disclosing party, at ’s prior written consent. Notwithstanding the disclosing party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure or (ii) on an as-needed, confidential basis to its legal or financial advisors. Without limiting the restrictions set forth in Section 2foregoing sentence, the foregoing obligations will receiving Party and its Affiliates shall not apply disclose Source Code of the other Party to any Person other than its employees and contractors who have a need to know. Prior to any disclosure by a recipient under this Section 14.03, such recipient must have an appropriate agreement with any such person sufficient to require such Person to treat such information that as confidential and abide by the receiving party can demonstrate with competent evidence (i) is or becomes generally known to terms herein. In addition, each Party may disclose the public through no fault of or breach terms and conditions of this Agreement by as required under applicable securities laws or regulations; provided that the receiving party, (ii) was rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality Parties will mutually agree on any necessary redactions. This Section 14.03 will become effective as shown by the contemporaneous records of the receiving party, (iii) is independently developed by the receiving party without use of, reference, or access to the disclosing party’s Confidential Information as shown by the written records of the receiving party, or (iv) the receiving party rightfully obtains from a third party that had the right to make such disclosure without an obligation of confidentialityEffective Date.

Use and Disclosure Restrictions. Each party Recipient shall maintain the confidentiality of Disclosing Party’s Confidential Information and use the same degree of care (but in no event less than a reasonable degree of care) to protect such Confidential Information as Recipient uses to protect its own similar Confidential Information. Recipient shall not use the other partydiscuss, use, disclose, reproduce, disassemble, decompile, or reverse engineer Disclosing Party’s Confidential Information except as necessary to exercise its rights or perform its obligations permitted under this Agreement, Agreement or as expressly permitted otherwise required by this Agreementlaw. Each party shall not Subject to the foregoing: (i) MSC may disclose the other party’s Newco Confidential Information to any third party, and shall only disclose such Confidential Information to those advisors, employees and subcontractors of its employees, contractors and agents that MSC who have a need to know such Newco Confidential Information for the purposes of providing the Services described in the applicable Statement of Work or to otherwise perform MSC’s obligations under this Agreement; and (ii) Newco may disclose MSC Confidential Information only to those advisors, employees and subcontractors of Newco who have a need to know MSC Confidential Information for the purposes of receiving the Services described in the applicable Statement of Work or for evaluating MSC’s performance under this Agreement, provided that each such employee, contractor or agent is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective of Confidential Information as those set forth in otherwise exercise Newco’s rights under this Agreement. Each party ; provided that, each Party, as applicable, will use all reasonable efforts ensure that any subcontractor to maintain the confidentiality of all which it discloses Confidential Information of the other party in its possession or control, but in no event less than reasonable care. The foregoing obligations Party will not restrict either party from disclosing maintain the confidentiality of such Confidential Information to at least the same extent as this Agreement requires of the other party (i) pursuant Disclosing Party. Recipient shall take all reasonable measures to restrain Recipient’s advisors, employees and subcontractors from unauthorized use or disclosure of Disclosing Party’s Confidential Information. Notwithstanding any terms to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement contrary and cooperates with the disclosing party, at the disclosing party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure or (ii) on an as-needed, confidential basis to its legal or financial advisors. Without limiting the restrictions set forth in Section 2, the foregoing obligations will not apply addition to any information that the receiving party can demonstrate with competent evidence (i) is or becomes generally known disclosure rights granted to the public through no fault of or breach of Newco under this Agreement by the receiving partyand any SOW, (ii) was rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality as shown by the contemporaneous records of the receiving party, (iii) is independently developed by the receiving party without use of, reference, either Party may disclose MSC or access to the disclosing party’s Newco Confidential Information to state and federal regulators and their designees, as shown required by the written records law, and to Newco’s auditors in connection with audits of the receiving party, or (iv) the receiving party rightfully obtains from a third party that had the right to make such disclosure without an obligation of confidentialityNewco.

Use and Disclosure Restrictions. Each party shall Recipient will not use the other partyDiscloser’s Confidential Information Information, except as necessary to exercise its rights or perform its obligations under for Recipient’s performance of this Agreementagreement, or as expressly permitted by this Agreement. Each party shall and Recipient will not disclose the other party’s such Confidential Information to any third party, and shall only disclose such Confidential Information except to those of its employees, contractors Affiliates, and agents subcontractors that need to know such Confidential Information for the purposes performance of this Agreementagreement, provided that each such employee, contractor or agent Affiliates, and subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective of Confidential Information as those set forth in this Agreementherein. Each party Recipient will use all reasonable efforts to strictly maintain the confidentiality of all of Discloser’s Confidential Information of the other party in its possession or controlcontrol using the same degree of care as Recipient uses to protect its own confidential information, but in no event less than a reasonable caredegree of care given the nature and type of Confidential Information in Recipient’s possession. The foregoing obligations will not restrict either party Recipient from disclosing Confidential Information or the terms and conditions of the other party this agreement: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure Recipient (a) gives reasonable notice to the other party Discloser to enable it to contest such order or requirement requirement, and cooperates (b) only discloses the limited portion of Confidential Information necessary to comply with the disclosing party, at the disclosing party’s request and expense, in any lawful action to contest such order or limit the scope of such required disclosure or requirement; (ii) on an as-needed, a confidential basis to its legal or professional financial advisors. Without limiting the restrictions set forth in Section 2, the foregoing obligations will not apply to any information that the receiving party can demonstrate with competent evidence (i) is ; or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party, (ii) was rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality as shown by the contemporaneous records of the receiving party, (iii) is independently developed by as required under applicable securities regulations. Notwithstanding the receiving party without use ofabove. either Party may disclose the terms of this agreement in confidence, referenceto its advisors, accountants and attorneys, to potential strategic partners, or access for due diligence purposes to the disclosing party’s Confidential Information as shown by the written records of the receiving partyany actual or prospective acquirer, underwriter, or investor (iv) the receiving party rightfully obtains from a third party that had the right to make such disclosure without an obligation of confidentialityor their respective advisors, accountants, and attorneys).

Use and Disclosure Restrictions. Each party 2.1. Recipient shall protect the Confidential Information against unauthorized use or disclosure by using the same degree of care, but no less than a reasonable degree of care, as Recipient uses to protect its own confidential information of a like nature. The Recipient shall be liable for damages resulting from unauthorized disclosure or use of Confidential Information of the Discloser only if such care is not used. The burden shall be upon the Recipient to show that such care was used. 2.2. Recipient will not use the other partyor disclose Discloser’s Confidential Information except for any other purpose other than the Authorized Purpose. 2.3. Recipient shall endeavour to keep to a minimum the number of persons having access to the Confidential Information, these persons (i) having a need to know in connection with the Authorized Purpose, (ii) have been advised of the information’s confidential status, and (iii) are subject to legally binding obligations of confidentiality as necessary to exercise its rights such information no less restrictive than those contained in this Agreement. Recipient shall at all times be fully responsible to Discloser for the compliance by such persons with this Agreement. Furthermore the confidentiality and restricted use obligations imposed in this Agreement shall not preclude the disclosure of any Confidential Information to or perform its obligations by Affiliates engaged within the Authorized Purpose. Disclosure by or to an Affiliate of a party shall be deemed to be a disclosure under this Agreement, regardless to whom the Confidential Information belongs. 2.4. The Recipient agrees not to modify, analyse, reverse-engineer, decompile or as expressly permitted by this Agreementdisassemble the Confidential Information in any way in order to determine its composition or build-up without the express prior written permission from the Discloser. 2.5. Each party shall not have the right to refuse to accept any Confidential Information if it believes that receiving such Confidential Information would limit or restrict in any way the use of its own technology or otherwise impair its business interests, while nothing herein shall oblige a party to disclose any particular information to the other party’s . 2.6. Recipient shall promptly notify in writing if Recipient has reason to believe that unauthorized use or disclosure of any Confidential Information to any third partyhas occurred, and Recipient shall only disclose such Confidential Information to those of use its employees, contractors and agents that need to know such Confidential Information for the purposes of this Agreement, provided that each such employee, contractor or agent is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective of Confidential Information as those set forth in this Agreement. Each party will use all reasonable efforts to maintain the confidentiality of all Confidential Information of the other party in its possession or control, but in no event less than reasonable care. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party (i) pursuant cooperate with any appropriate action taken by Discloser to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement and cooperates with the disclosing party, at the disclosing partyprotect Discloser’s request and expense, in any lawful action to contest or limit the scope of such required disclosure or (ii) on an as-needed, confidential basis to its legal or financial advisors. Without limiting the restrictions set forth in Section 2, the foregoing obligations will not apply to any information that the receiving party can demonstrate with competent evidence (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party, (ii) was rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality as shown by the contemporaneous records of the receiving party, (iii) is independently developed by the receiving party without use of, reference, or access to the disclosing party’s Confidential Information as shown by the written records of the receiving party, or (iv) the receiving party rightfully obtains from a third party that had the right to make such disclosure without an obligation of confidentialityproprietary rights.