Confidential information clause samples

(d) to keep confidential and not reveal to any person, firm or company (other than Representatives) the fact that Confidential Information has been made available in connection with the Permitted Purpose, that discussions or negotiations are taking place or have taken place between the Parties concerning a potential Transaction between the Parties, including the status of such discussions or the termination of such discussions or negotiations, or any opinions or view with respect to the Confidential Information. Each Party hereby acknowledges that it is aware, and it will advise its Representatives who are informed as to the matters which are the subject of this Agreement, that Confidential Information may include material non-public information and that United States securities laws impose restrictions on trading securities when in possession of such information and on communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to trade in such securities.

3. Exceptions The obligations of Sections 2(a)-(c) of this Agreement shall not apply to any information which is (i) now or becomes generally available to the public in the future, other than through acts or omissions of the Receiving Party or its Representatives in violation of this Agreement, (ii) lawfully obtained by the Receiving Party from sources independent of Disclosing Party; provided such source was not, to the Receiving Party’s knowledge, bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from transmitting such information by contractual, legal, fiduciary or other obligation, or (iii) independently developed by the Receiving Party or the Receiving Party’s Representatives without the benefit or usage of or reference to the Confidential Information. The fact that information included in the Confidential Information is or becomes otherwise available to the Receiving Party or its Representatives under clauses (i) through (iii) above shall not relieve the Receiving Party or its Representatives of the prohibitions of the confidentiality provisions of this Agreement with respect to the balance of the Confidential Information.

(b) The Parties acknowledge and agree that certain highly-sensitive Confidential Information may in the reasonable discretion of the Disclosing Party be designated “Attorneys Eyes’ Only” (collectively, “Limited Access Confidential Information”). The Receiving Party agrees that access to Limited Access Confidential Information shall be granted only to attorney Representatives who have been pre-approved in writing (which may be by email) by the Disclosing Party (“Designated Representatives”). Without limiting the confidentiality obligations set forth in Section 2, the Receiving Party shall ensure that Limited Access Confidential Information (including any notes, extracts, summaries, copies or tangible embodiments thereof) is not disclosed to any Representative other than Designated Representatives; it being understood that the Designated Representatives can provide the Receiving Party with written or oral legal advice or analyses based on the review of such Limited Access Confidential Information. Without limiting Section 2(c), the Receiving Party shall be responsible for any breach of this Agreement by any of its Designated Representatives. With respect to Limited Access Confidential Information (including any notes, copies or tangible embodiments thereof), the Receiving Party’s obligations under Section 2 shall apply in perpetuity (unless one or more of the exceptions set forth in subsections (i), (ii) or (iii) of Section 3 applies). Upon termination of this Agreement or the request of the Disclosing Party, all notes, extracts, summaries, copies or tangible embodiments of Limited Access Confidential Information shall be permanently deleted and not retained by the Receiving Party, without exception, other than attorney work product and analyses based on the review of Limited Access Confidential Information by Designated Representatives that the Receiving Party stores on backup disks or in backup storage facilities automatically produced in the ordinary course of business consistent with past practice or by any applicable law, regulation, court order or legal process.

9. All Confidential Information provided by Disclosing Party under this Agreement is provided in good faith “AS IS” and without any warranty or representation, express, implied or otherwise, regarding its accuracy or performance. Neither Disclosing Party nor any of its Representatives shall have any liability to Receiving Party, its Representatives, or any other person of any nature or kind whatsoever, directly or indirectly, resulting from or arising out of the furnishing to Receiving Party or the use made by Receiving Party or its Representatives of any of Disclosing Party’s Confidential Information.Neither party may rely to their detriment on the completeness or accuracy of the Confidential Information of the other party.

12.02Bottler Confidential Information. The Bottler Data and any other information describing or evaluating any proposed Changes or Additional Services requested by Bottler will be considered Bottler’s Confidential Information, and Bottler may impose reasonable access limitations on CONA’s access to commercially sensitive Bottler Data in order to limit such access to those of CONA’s personnel who have a need to know in order to carry out CONA’s obligations pursuant to this Master Agreement or any Services Exhibit. These restrictions do not supersede any subsequent agreement that might be entered into between the parties and that governs the use and access of such Bottler Data and Bottler’s Confidential Information. Nothing in this Master Agreement shall be construed to change or modify the use and access of Bottler Data, if that use and access is already subject to other agreements between the parties or third parties.Notwithstanding the foregoing, to the extent CONA implements any Changes into the CONA System and/or provides any Additional Services, then all confidential information and materials provided by Bottler that relate to such Changes and Additional Services shall automatically become CONA’s Confidential Information.

2. Protection of Confidential Information. Receiving Party will protect Confidential Information provided to it by or on behalf of Disclosing Party from any use, distribution, or disclosure except as expressly permitted under this Agreement. Receiving Party will use the same standard of care to protect Confidential Information as Receiving Party uses to protect its own confidential and proprietary information, but in any event not less than a reasonable standard of care.

4. Disclosure of Confidential Information. Receiving Party may provide Confidential Information only to Receiving Party's employees and third party professional legal, financial, and technical advisors (and Receiving Party's corporate affiliates' employees and third party professional legal, financial, and technical advisors) who: (a) have a need to know such Confidential Information in connection with the Purpose(s); and (b) have agreed to protect from unauthorized disclosure all such Confidential Information as to which they have access. Provision of Disclosing Party's Confidential Information to Receiving Party's third party professional legal, financial, and technical advisors is subject to the additional requirement that (i) Receiving Party must obtain prior approval before such disclosure, and (ii) such third parties may, at Disclosing Party's request, be required to separately execute nondisclosure agreements specific to the Purpose(s).

7.Similar Products. Each disclosing party acknowledges that the receiving party or its Associates may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the disclosing party’s Confidential Information. Nothing in this Agreement will prohibit the receiving party or its Associates from developing, manufacturing, marketing, selling, servicing or supporting or having developed, manufactured, marketed, sold, serviced or supported for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the disclosing party’s Confidential Information, provided that the receiving party and its Associates do not use any of the disclosing party’s Confidential Information in connection with such activities. Neither party nor its respective Associates shall have any obligation to limit or restrict the assignment of its respective employees or consultants as a result of their having had access to Confidential Information of the other party or its Associates.

1. Confidential Information. As used in this Agreement, “Confidential Information” means all information whether of a technical, business, financial or other nature (including, without limitation, trade secrets, know-how and information relating to the technology, customers, business plan, copyrights, trademarks, patents, promotional and marketing activities, finances and other business affairs) that is or may be disclosed or imparted by one Party to the other. Confidential Information also includes any other document provided by a Party that is clearly marked or otherwise identified as “Confidential”. Confidential Information also includes both the existence and content of discussions between the Parties with respect to a potential business transaction or relationship. Confidential Information may be in any written format, including an email transmission via electronic media and oral information.

2. Use of Confidential Information. Each Party agrees to use the Confidential Information exclusively for the purpose of the Proposed Transaction. Except as expressly provided in this Agreement, the Party receiving Confidential Information (“Receiving Party”) shall not use the Confidential Information in any manner or disclose the Confidential Information to any third party without prior written consent of the Party making the disclosure (“Disclosing Party”).

3. Protection of Confidential Information. The Receiving Party agrees that it will use diligent efforts to protect the secrecy and confidentiality of and avoid disclosure of the Confidential Information of the Disclosing Party, including implementing equivalent security measures and degree of care that the Receiving Party uses to protect its own proprietary or confidential information.

6. Ownership of Confidential Information. All Confidential Information shall remain the exclusive property of the Disclosing Party. The Receiving Party will have no rights, by license or otherwise, to use or disseminate the Confidential Information except as expressly provided in this Agreement. No patent, copyright, trademark or other proprietary right is licensed, granted or otherwise conveyed by this Agreement.

7. Return of Confidential Information. Within ten (10)days of receiving notice from the Disclosing Party, the Receiving Party shall promptly return or destroy (and verify in writing its destruction) all material embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information and all electronic media or records containing or derived from Confidential Information).

Article II.Restrictions on Disclosure and Use. The Receiving Party shall keep confidential and not publish, make available or otherwise disclose any Confidential Information to any third party, without the Disclosing Party’s express prior written consent. The Receiving Party shall exercise at a minimum the same degree of care it would exercise to protect its own confidential information (and in no event less than a reasonable standard of care) to protect and keep confidential the Confidential Information. The Receiving Party shall use the Confidential Information solely in connection with the Purpose.

Article VI.Return of Confidential Information. Within 30 days following the receipt of a written request from the Disclosing Party, the Receiving Party will return to the Disclosing Party all Confidential Information received from the Disclosing Party, or, at the Disclosing Party’s option, destroy all such Confidential Information; provided however, the Receiving Party may retain one copy of the Confidential Information solely for the purpose of ensuring its compliance with this Agreement and applicable law, subject to Lilly’s continued compliance with the confidentiality and non-use obligations set forth in this Agreement with respect to such retained copy.

6. Ownership and Return of Confidential Information. All Confidential Information disclosed by the Company shall be and shall remain the property of the Company, and the disclosing of such Confidential Information does not grant you or your Representatives any license, copyright or similar right with respect to any of the Confidential Information. In the event that you decide not to proceed with a Possible Transaction, you shall promptly notify the Company or the Company’s Advisors of that decision. In that case, or in the event that the Company, in its sole discretion, requests at any time, you shall, within five days of such notification to the Company or request from the Company, return or destroy all Confidential Information in your possession or in the possession of your Representatives. Upon written request, you shall provide the Company with written certification of your compliance with this agreement. Notwithstanding the foregoing, you (i)shall be permitted to retain archival copies of the Confidential Information in accordance with legal, regulatory and internal document retention policies, provided that such information retained may only be accessed for the legal, regulatory or compliance purpose that gave rise to such retention, (ii)shall not be obligated to destroy electronically stored Confidential Information to the extent that it is contained in an archived computer system backup in accordance with its security and/or disaster recovery procedures so long as such data or records, to the extent not permanently deleted or overwritten in the ordinary course of business, are not accessible in the ordinary course of business or used except as required for backup or data recovery purposes, and (iii)shall be permitted to retain one (1)copy of any document containing the Confidential Information in its legal files for the sole purpose of litigating any claim that may arise under the terms of this Agreement; provided that any such retained Confidential Information shall remain subject to the terms and obligations set forth in this agreement as long as so retained. Notwithstanding the return or destruction of the Confidential Information, you and your Representatives shall continue to be bound by the terms of this agreement.

6. No Obligation. Disclosing Party may at any time cease to make further disclosure of its Confidential Information, and Receiving Party may refuse to accept further disclosure of Disclosing Party’s Confidential Information. Nothing in this Agreement shall obligate either Party to proceed with any transaction between them, and each Party reserves the right, in such Party’s sole discretion, to terminate the discussions contemplated by this Agreement concerning the Stated Purpose.

1. Confidential Information. Pursuant to the terms of this Agreement, the Recipient and its Representatives may receive certain Confidential Information from Diamond or its Representatives (collectively, the “Disclosing Party”). As used herein, “Representatives” means, as to any person, such person’s affiliates, potential debt financing sources (but not, without Diamond’s prior consent, any potential equity financing sources), advisors (including, without limitation, attorneys, accountants, consultants, bankers, representatives, contractors and financial advisors) of any of the foregoing and its and their respective directors, officers, partners, members, employees and agents.

4. Loss or Unauthorized Disclosure of Confidential Information. In the event the Recipient becomes aware of any loss or unauthorized disclosure of the Confidential Information by the Recipient or any of its Representatives, the Recipient shall notify the Disclosing Party promptly of such loss or unauthorized disclosure of the Confidential Information. The Recipient shall use commercially reasonable efforts to retrieve the lost or wrongfully disclosed Confidential Information, and shall reasonably cooperate with the Disclosing Party in protecting and enforcing its and its affiliates’ proprietary rights to same.

2. Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean all financial, business, legal, accounting, operational, technical, geological, exploration and other information, in whatever form including, without limitation, all correspondence, maps, surveys, data, records, core samples, drill hole logs, charts, calculations, assays, opinions, budgets, disks, statements, names of security holders and contractual parties, documents and notes, and all other information whatsoever relating directly or indirectly to Exeter, its business and the Property, and all information with respect to the equipment, facilities or other assets used in the business of Exeter or concerning or relating to Exeter or the business thereof that is delivered or disclosed by or on behalf of Exeter to the Reviewer whether in writing, electronically, verbally or through visual means and whether provided before or after the date of this Agreement or which the Reviewer or its Representatives (as defined below) develops, prepares, generates or derives through observation or through site visits, analyses, interpretations, compilations, studies or evaluations of such Confidential Information. Confidential Information shall not include information which: (a)at the time of disclosure is in the public domain; (b)after disclosure becomes a part of the public domain through no act or omission by the Reviewer or its Representatives (as defined below); (c) was legally in the possession of the Reviewer prior to disclosure by Exeter; or (d)is rightfully received by the Reviewer from third parties, without any breach by a third party of any restriction on disclosure.

5. Handling and Return of Confidential Information. The Reviewer shall use its best efforts to hold the Confidential Information in confidence. Confidential Information may be copied only for review by the Reviewer’s Representatives. The Reviewer may not remove any proprietary, copyright, trade secret or other legend from any of the Confidential Information. The Reviewer shall return to Exeter, within ten business days after a written request by Exeter, all Confidential Information and all copies thereof in any form whatsoever under the power or control of the Reviewer or its Representatives and delete the Confidential Information from all retrieval systems and data bases or destroy the same, and shall furnish to Exeter a certificate of an officer of the Reviewer of such deletion or destruction by the Reviewer and its Representatives; provided that the Reviewer and its Representatives may keep a summary of the Confidential Information so as to be able to identify the nature of the Confidential Information that the Reviewer has returned or destroyed or as may be required by applicable law (and in the case of its Representatives, may retain such Confidential Information as is required to be retained for the purpose of any professional standards, practices, codes or insurance policies that may be applicable). Furthermore, the Reviewer and its Representatives shall not be required to return to Exeter, or destroy, any materials as a result of an automated data back-up system used in the ordinary course of business to which users would not normally have access in the ordinary course of business. Notwithstanding the return of Confidential Information, the Reviewer shall continue to be bound by its obligations of confidentiality and other obligations hereunder and will be entitled to keep a detailed list of all documents provided by Exeter for the purposes of identifying documents received.

20. Site Visit. If Reviewer desires to visit the Property, Reviewer will notify Exeter in writing and Exeter will use reasonable efforts to arrange a site visit in the company of its representatives. Any information obtained by Reviewer as a result of such visit will be deemed part of the Confidential Information. Reviewer will bear its own costs and expenses in connection with any site visit and will indemnify and save Exeter harmless from any loss, liability, cost, damage, injury or expense arising out of any injury to any of Reviewer’s Representatives as a result of such a site visit, except to the extent caused by the gross negligence or wilful misconduct of Exeter.

1.4 Employee agrees that it will secure and safeguard any and all materials, documents, work in process and work product that embodies Confidential Information in areas reasonably restricting access and preventing unauthorized use and/or disclosure. Employee further agrees that it will undertake reasonable measures to prevent accidental or other loss of Confidential Information. In the event Employee becomes aware of any loss, disclosure or use of Confidential Information in violation of this Agreement, Employee shall immediately notify Company in writing.

6. Misuse of Confidential Information. The Receiving Party shall promptly advise Vapotherm, in writing, of any misappropriation or misuse of the Confidential Information, by any entity, which may come to its attention.

10. No Warranties. The Receiving Party acknowledges that Confidential Information may still be under development, or may be incomplete, and that such information may relate to products that are under development or are planned for development. VAPOTHERM MAKES NO WARRANTIES REGARDING THE ACCURACY OF THIS CONFIDENTIAL INFORMATION. Vapotherm accepts no responsibility for any expenses, losses or action incurred or undertaken by Receiving Party as a result of Receiving Party’s receipt or use of Confidential Information. VAPOTHERM MAKES NO WARRANTIES OR REPRESENTATIONS THAT IT WILL INTRODUCE ANY PRODUCT RELATING TO CONFIDENTIAL INFORMATION.

16. Right in Confidential Information. No license or other right is created or granted hereby, except the specific right to receive the Confidential Information and evaluate it as set forth herein, nor shall any license or any other right with respect to the subject matter hereof be created or granted except by written agreement signed by the duly authorized representative of each of the parties hereto.

4. Inventions and Confidential Information. As used in this Agreement, the term “Inventions” includes, without limitation, electronic designs, hardware and software creations, discoveries, formulae, processes, manufacturing techniques, trade secrets, inventions, improvements, concepts, techniques, methods, systems, designs, circuits, cost data, computer programs, development or experimental work, work in progress, ideas and copyrightable or patentable works, including all rights to obtain, register, perfect and enforce these proprietary interests. The term “Confidential Information” means (a)information pertaining to any aspect of the Company’s business which is not known by actual or potential competitors of the Company or (b)proprietary information of the Company or its customers or suppliers, whether of a technical nature or otherwise, which the Company (or its suppliers or vendors) takes reasonable measures to protect against unauthorized disclosure to or use by third parties, including, without limitation, technical, financial, marketing, manufacturing, or distribution information, customer or client lists and names; addresses and phone numbers of Company’s customers, clients, and employees; or other technical or business information or trade secrets of the Company.

1. Smith& Nephew has requested or may be receiving from Osiris, its representatives, or Consultants, Confidential Information (as defined in Paragraph 2 below), and Osiris has requested or may be receiving from Smith& Nephew, its representatives, or Consultants, Confidential Information (as defined in Paragraph 2 below). As used in this Agreement, a party receiving Confidential Information from (or on behalf of) the other party is deemed the “Receiving Party” of such Confidential Information and the party disclosing such Confidential Information (or having such disclosure made on its behalf) to the Receiving Party is deemed the “Disclosing Party” of such Confidential Information. “Consultant” shall mean any person or entity engaged by (or under the direction of) either party for the purposes of carrying out this Agreement. Each party agrees to ensure that any Consultant hired by that party will abide by obligations and conditions at least as restrictive as those contained in this Agreement, including the obligations of confidentiality and non-use.

The term “Confidential Information” shall be deemed to include such portions of any information, notes, analyses, compilations, reports, analyses, forecasts, studies, interpretations or other documents or materials prepared by the Receiving Party or its Representatives (as defined below) which contain or reflect Confidential Information furnished to such Receiving Party or its Representatives pursuant hereto. The term “Confidential Information” does not include information which (i)was, is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Representatives in breach hereof, (ii)was within the Receiving Party’s or its Representatives’ possession prior to its being furnished to the Receiving Party by or on behalf of the Disclosing Party pursuant hereto, provided that the Receiving Party has not been advised by the source of such information that it is bound by a contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party with respect to such information, (iii)was, is or becomes available to the Receiving Party or its Representatives on a non-confidential basis from a source other than the Disclosing Party or any of its advisors, officers, directors, employees, affiliates, agents, or representatives, provided that the Receiving Party has not been advised that such source is bound by a contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party with respect to such information, or (iv)has been or is subsequently independently conceived or developed by the Receiving Party or its Representatives without use of or reference to the Confidential Information. For purposes hereof, “Representatives” shall mean those employees, affiliates (as such term is defined under the Exchange Act of 1934, as amended (the “1934 Act”)), officers, directors, representatives, advisers, agents, potential financing sources, and any representatives of the foregoing, of the Receiving Party who need to know Confidential Information in evaluating the desirability of, negotiating, or implementing a Transaction. The term “person” as used in this Agreement shall be broadly interpreted to include any corporation, partnership, Limited Liability Company, group, association, individual, or other entity.

In the event that the Receiving Party or any of its Representatives are requested or required by law, rule, regulation or legal, judicial, or governmental process or order (including by a valid and effective subpoena, civil investigative demand, court order, or other similar process) to disclose any of the Confidential Information (including any matters referred to in the immediately preceding paragraph), the Receiving Party or its Representatives (as applicable) may disclose that portion of the Confidential Information that counsel advises is required, provided that the Receiving Party shall (i)take commercially reasonable steps to request that the confidentiality of the Confidential Information be otherwise preserved; and (ii)provide the Disclosing Party with reasonably prompt written notice to the extent not legally prohibited of any such request, requirement or disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy (at Disclosing Party’s expense) and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Disclosing Party, the Receiving Party or any of its Representatives are nonetheless, upon advice of its counsel, legally required to disclose Confidential Information, the Receiving Party or its Representatives may, without liability hereunder, disclose only that portion of the Confidential Information which such counsel advises the Receiving Party is legally required to be disclosed, provided that it exercises its reasonable efforts, at the Disclosing Party’s expense, to preserve the confidentiality of the Confidential Information. In the case of any such disclosure, Receiving Party further agrees to use its reasonable efforts at the Disclosing Party’s expense to cooperate with the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.

Each Party understands and acknowledges that neither the other Party nor any of its agents, advisors, officers, directors, employees, and affiliates make any representation or warranty hereunder, express or implied, as to the accuracy or completeness of the Confidential Information. Each Party agrees that neither the other Party nor any other such person shall have any liability hereunder to the first Party or to any of its Representatives relating to or resulting from the use of the Confidential Information. Only those representations or warranties which are made in a final definitive written agreement regarding the Transaction contemplated hereby, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. Furthermore, nothing contained in this Agreement nor the furnishing of Confidential Information shall be construed as granting or conferring any rights by license or otherwise in any intellectual property of the Disclosing Party, except for a limited right of use as specifically set forth herein. All right, title and interest in the Confidential Information shall remain with the Disclosing Party.

The Disclosing Party may, in its sole discretion, designate certain Confidential Information as “Clean Room Confidential Information.” Clean Room Confidential Information may include information such as the Disclosing Party’s strategy, prices, costs, customers and suppliers. Prior to disclosing any Clean Room Confidential Information to the Receiving Party or to its Representatives, the Parties will enter into a separate Clean Room Agreement governing the exchange of such Clean Room Confidential Information.

Each Party shall take reasonable measures to protect the Confidential Information of the other Party. Those measures shall not be less than the measures taken to protect the receiving Party’s own confidential information. Confidential Information of the other Party may be provided to a Party’s employees only on a need-to-know basis, and prior to such provision, the Party will notify each employee to whom such disclosure is made that such Confidential Information is received in confidence and shall be kept in confidence by such employee.

5.Remedies: If either Party causes a disclosure of the other Party’s Confidential Information in breach of the terms of this Agreement, the disclosing Party shall immediately report in writing the disclosure to the other Party and shall save, defend, indemnify and hold the non-disclosing Party harmless from and against any and all liability and damages suffered by the non-disclosing Party arising therefrom. In addition to the foregoing and without limitation thereof, the disclosing Party shall cooperate in prosecuting any claims against third parties for unauthorized use of any Confidential Information. Each Party acknowledges that unauthorized disclosure, use or disposition, whether actual or threatened, of any Confidential Information shall cause irreparable harm, loss of business and significant injury to the disclosing Party, the scope of which would be difficult to ascertain. Each Party agrees, therefore, that the disclosing Party has the right to obtain an immediate injunction against any breach, threatened breach or attempted breach of this Agreement, in addition to any other remedies that may be available at law, including without limitation, the recovery of expenses, costs and attorney’s fees arising out of such breach, threatened breach or attempted breach.

5. Return of Confidential Information. Upon the Provider’s written request, the Recipient and the Recipient’s Representatives will promptly deliver to the Provider all of the Provider’s Confidential Information (and all copies thereof) obtained or possessed by the Recipient or any of the Recipient’s Representatives; provided, however, that, in lieu of delivering to the Provider any written materials containing Confidential Information of the Provider, the Recipient may destroy such written materials and deliver to the Provider a certificate confirming their destruction; provided further, that (i) Recipient and its Representatives shall not be required to destroy any computer files stored securely by them that are created pursuant to Recipient’s standard and automatic backup or archival procedures; and (ii) Recipient’s external professional advisors (including its external auditors) shall be entitled to retain such Confidential Information as they are required to retain by law or any professional standard applicable to them. Notwithstanding the delivery to the Provider (or the destruction by the Recipient) of Confidential Information of the Provider pursuant to this Section 5, the Recipient and its Representatives will continue to be bound by their confidentiality obligations and other obligations under this Agreement.

1.10 Return of Confidential Information. Except as otherwise expressly provided in this Agreement, Receiving Party will, and will cause all others in possession to, return to Disclosing Party (or such third party or Parties as Disclosing Party may designate in writing) all documents and materials (and all copies thereof) containing Confidential Information, whether in hardcopy, electronic form or otherwise, promptly following termination of this Agreement, with or without cause. The Receiving Party will certify in writing that it has fully complied with its obligations under this Section within seven (7)days after its receipt of a request from the Disclosing Party for such a certification.

3. Required Disclosure of Confidential Information.Notwithstanding any other provision of this Agreement, disclosure of Confidential Information shall not be prohibited by Medtronic if such disclosure is required in response to a valid order of a court or other governmental agency or is otherwise required by law (“Required Disclosure”).In the event of a Required Disclosure, Medtronic shall promptly notify the Undersigned in order to allow it a reasonable time to oppose such process.

4. Return or Destruction of Confidential Information.Medtronic will return or destroy all Confidential Information which has been provided by Undersigned upon receipt of written demand therefore by Undersigned at any time prior to the expiration or early termination of the Agreement as set forth in Section 5.Medtronic reserves the right to keep one copy of Confidential Information for evidentiary purposes.

1.Definitions.For purposes of this Agreement, "Confidential Information" means proprietary, confidential and trade secret information of Discloser or, in the case of E&S, its Affiliates (as defined below), whether in tangible or intangible form, disclosed by the Discloser or its Representatives (as defined below) to the Recipient or its Representatives in connection with the Purpose (as defined below) after August14, 2019, including, but not limited to; (i)business plans, financial information or projections; (ii)development projects, products or services; (iii)information regarding customers, suppliers, investors, employees, or business relationships; (iv)scientific or technical information and ideas, inventions (whether or not patentable), designs, processes, procedures, formulae, improvements, technologies and methods; and (v)reports, designs, specifications, data, works of authorship, computer software and firmware, IP cores, flow charts, databases, and devices. "Affiliate" means any entity that Controls, is Controlled by, or is under common Control with Discloser or Recipient; provided, however, that none of Mirasol's subsidiaries or portfolio companies shall be deemed an Affiliate; provided, further, E&S acknowledges that Mirasol's Representatives may serve as directors or officers of subsidiaries or portfolio companies of investment funds managed by Mirasol, and E&S agrees that such subsidiaries or portfolio companies will not be deemed to have received Confidential Information solely because any such individual serves on the board of such subsidiary or portfolio company; provided that (a)such individual has not provided such subsidiary or portfolio company or any other director, officer, employee or other representative of such portfolio company (other than Mirasol or one of its Representatives, exclusively for the Purpose the Transaction (as defined below)) with Confidential Information and (b)such portfolio company does not act at the direction of or with encouragement from Mirasol or its Representatives based on or with reference to the Confidential Information. "Control" means direct or indirect ownership, through one or more intermediaries, of more than 50% of a company's voting stock or other voting rights. "Purpose" means evaluating, negotiating and effectuating a possible transaction involving Mirasol and E&S or one or more stockholders of E&S (the "Transaction").

sufficient to ensure that Confidential Information is not rendered accessible to individual Representatives that are not directly involved in evaluating the Transaction. Recipient will further ensure that all individuals who are given access to Confidential Information will be specifically identified to Arctic Cat in writing in advance of being provided access to Confidential Information. Upon written notification, Arctic Cat shall have two business days to object to any individual Recipient being provided access to Confidential Information, unless earlier waived in writing by Arctic Cat. In advance of being provided access to Confidential Information, each individual Recipient will (i)be provided a copy of this Agreement and (ii)execute an acknowledgement in the form provided in Addendum A stating they agree to be bound by and will conduct their investigation in accordance with this Agreement and agree to comply with all applicable on-site access, remote access and related security rules and procedures of Arctic Cat. Recipient will be responsible for any breach of this Agreement by all those who gain access to Confidential Information via Recipient or its Representatives.

auditors. The Trustee shall inform its Representatives of these restrictions, shall be liable for any action, or use or disclosure of Confidential Information by its Representatives which would have constituted a breach of this Section10.11 had such Representative been a party hereto and shall immediately notify the Manager in the event of any loss or disclosure of any Confidential Information. Confidential Information shall not include information that: (i)is already known to the Trustee without restriction on use or disclosure prior to receipt of such information from any Non-Securitization Entity, a Securitization Entity or other party to a Transaction Document; (ii)is or becomes part of the public domain other than by breach of this Base Indenture by, or other wrongful act of, the Trustee or any of its Representatives; (iii)is developed by the Trustee independently of and without reference to any Confidential Information; (iv)is received by the Trustee from a third party who is not under any obligation to any Non-Securitization Entity, any Securitization Entity or any other party to a Transaction Document to maintain the confidentiality of such information or (v)is required to be disclosed by applicable law, statute, rule, regulation, subpoena, court order or legal process; provided, that the Trustee promptly notifies the Securitization Entities and the Manager of any such requirement and reasonably cooperates with the Securitization Entities and the Manager to minimize the extent of any such disclosure. The duties hereunder shall survive termination of this Base Indenture and (A)for trade secret information, shall continue for as long as such information remains a trade secret under applicable law, and (B)for all other Confidential Information, shall continue for three (3)years after the term of this Base Indenture. Notwithstanding anything to the contrary in this Section10.11, the disclosure of Confidential Information in accordance with the terms of any Transaction Document shall not be a violation of this Section10.11.

1. All non-public, confidential or proprietary information concerning CPSI or its subsidiaries that you or any of the member of the Gilead Group obtain while you are serving as a member of the Board, whether oral or written, is referred to in this letter agreement as “Confidential Information.” Confidential Information also includes all reports, materials, notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by the Gilead Group or its Representatives which contain, reflect or are based upon, in whole or in part, the Confidential Information. Confidential Information does not include, however, information which (a)is or becomes generally available to the public other than as a result of a disclosure or action by the Gilead Group or its Representatives in violation of this letter agreement, (b)becomes available to the Gilead Group on a nonconfidential basis from a person (other than CPSI or its Representatives) who the Gilead Group reasonably believes is not prohibited from disclosing such information by a contractual, legal or fiduciary obligation to CPSI or any of its Representatives or (c)is or has been independently acquired or developed by the Gilead Group or any of its Representatives without reliance on or reference to the Confidential Information. As used in this letter agreement, the term “Representative” means, as to any person, such person’s affiliates and its and their directors, partners, officers, managers, employees, agents, and advisors (including financial advisors, counsel and accountants). As used in this letter agreement, the term “person” shall be broadly interpreted to include, without limitation, any corporation, company, partnership or other legal or business entity or any individual.

2. Subject to the provisions of paragraph 3 of this letter agreement, unless otherwise agreed to in writing by CPSI, the Gilead Group agrees (a) except as required by Law (as defined below), to keep confidential, and cause its Representatives to keep confidential, all of the Confidential Information, (b) to use, and to cause its Representatives who receive Confirmation Information to use, the Confidential Information solely in connection with the Gilead Group’s investment in CPSI (the “Permitted Purpose”), (c) not to use, or allow its Representatives to use, any of the Confidential Information for any purpose other than the Permitted Purpose, and (d)except as required by Law, not to disclose, or permit its Representatives to disclose, any of the Confidential Information to any person in any manner whatsoever, except that disclosure may be made to Representatives of the Gilead Group (i) who need to know the particular Confidential Information for the Permitted Purpose, (ii) who are informed by the Gilead Group in advance of the confidential nature of the Confidential Information, and (iii) who are provided by the Gilead Group with a copy of this letter agreement and who agree to act in accordance with the terms of this letter agreement for the benefit of CPSI. The Gilead Group acknowledges that it shall be responsible for any breach of the terms of this letter agreement by the Gilead Group or its Representatives, and the Gilead Group agrees, at its sole expense, to take commercially reasonable measures to restrain the Gilead Group’s Representatives from prohibited or unauthorized disclosure or use of the Confidential Information. As used in this letter agreement, “Law” means any applicable law, regulation (including, without limitation, any rule, regulation or policy statement of any organized securities exchange, market or automated quotation system on which any of CPSI’s securities are listed or quoted) or valid legal process.

14. This letter agreement, together with the Support Agreement, contains the entire agreement between CPSI and the Gilead Group concerning confidentiality of the Confidential Information and supersedes in its entirety all prior agreements between them with respect to Confidential Information. No modification of this letter agreement or waiver of the terms and conditions hereof shall be binding upon CPSI or the Gilead Group, unless approved in writing by CPSI or the Gilead Group, as applicable.

1. Confidential Information. As used in this Agreement, “FivePrime Confidential Information” means (i)material terms FivePrime may include in any term sheet, proposal, letter of intent or similar document or draft agreement or any correspondence related thereto delivered to Amgen in connection with the Purpose, and (ii)all information regarding the Programs, including all information, procedures, developments, results, data, know-how, marketing strategies, protocols, clinical reports, investigator brochures, conclusions, technologies, and inventions, disclosed hereunder to Amgen by or on behalf of FivePrime in connection with the Purpose, whether disclosed in written (including electronic), visual or oral form. Notwithstanding the foregoing, FivePrime shall not provide to Amgen any nucleic acid or amino acid sequence information, chemical structural information or any reaction conditions or schemes, manufacturing protocols, formulations or other production information unless and to the extent a duly authorized officer of Amgen requests any such information in writing, and any such information provided without Amgen’s prior written request shall be excluded from the definition of “FivePrime Confidential Information.” As used in this Agreement, “Amgen Confidential Information” means (i)material terms Amgen may include in any term sheet, proposal, letter of intent or similar document or draft agreement or any correspondence related thereto delivered to FivePrime in connection with the Purpose, and (ii)all information, procedures, developments, results, data, know-how, marketing strategies, protocols, clinical reports, investigator brochures, conclusions, technologies, and inventions, disclosed hereunder to FivePrime by or on behalf of Amgen in connection with the Purpose, whether disclosed in written (including electronic), visual or oral form.

6. Destruction of Confidential Information. Upon written request by the Disclosing Party at any time, except as otherwise required by law, the Receiving Party shall destroy all documents and other tangible materials containing or representing the Confidential Information of the Disclosing Party and all copies thereof, provided, however, that the Receiving Party may retain in confidence under this Agreement (i)one archived copy of the Disclosing Party’s Confidential Information and all materials created that contain such Confidential Information, including notes and memoranda, solely for the purpose of ascertaining the scope of the Receiving Party’s obligations hereunder; and (ii)such Confidential Information of the Disclosing Party that may be incidentally contained in the Receiving Party’s electronic back-up, temporary (e.g., .tmp format) or cached files or other electronic back-up media that are created and held in the ordinary course of business.

8. Amgen understands that neither Five Prime nor any of its Representatives have made or make any express or implied representation or warranty as to the accuracy or completeness of the Confidential Information. Only those representations or warranties that are made in any definitive agreement with respect to any Transaction, when, as, and if it is executed and delivered by the persons thereto, and subject to such limitations and restrictions as may be specified in such definitive agreement, will have any legal effect. Each party warrants and represents that the execution, delivery and performance of this Agreement have been duly authorized by the requisite action on the part of such party and that the person signing this Agreement on behalf of such party has the power and authority to enter into this Agreement and to bind such party. Each party further warrants and represents that the terms of this Agreement are not inconsistent with other contractual obligations, express or implied, which it may have.

10. At any time upon the written request of Five Prime or any of its Representatives, Amgen and its Representatives shall promptly destroy all Confidential Information then in Amgen’s or its Representatives’ possession, including, without limitation, all written or electronic data developed or derived from the Confidential Information. All redelivery or destruction pursuant to this paragraph 10 shall be confirmed in writing to Five Prime (which may be via email) by an authorized Representative of Amgen. Notwithstanding the foregoing, Amgen shall be permitted to retain one copy of Confidential Information for purposes of any bona fide internal document retention policies and/or the Confidential Information that is automatically maintained on routine computer system backup tapes, disks or other backup storage devices; provided, that, such materials referenced in this sentence shall remain subject to the confidentiality obligations of this Agreement applicable to Confidential Information. Despite the destruction of Confidential Information, Amgen and its Representatives will continue to be bound by the obligations hereunder.

16. Amgen acknowledges that Five Prime may be entitled to the protections of the attorney work-product doctrine, attorney-client privilege or similar protections or privileges with respect to portions of the Confidential Information. Five Prime is not waiving, and will not be deemed to have waived or diminished, any of its attorney work-product protections, attorney-client privileges or similar protections or privileges as a result of the disclosure of such Confidential Information pursuant to this Agreement. The parties (a)agree that they share a common legal and commercial interest in such Confidential Information, (b)are or may become joint defendants in proceedings to which such Confidential Information relates and (c)intend that such protections and privileges remain intact should either party become subject to any actual or threatened proceeding to which such Confidential Information relates.

2. The Receiving Party agrees that the Confidential Information will be kept confidential and will not be disclosed, in whole or in part, by the Receiving Party or any of its Representatives to any person other than those of its Representatives who need to know such Confidential Information for the purpose of assisting the Receiving Party in evaluating, negotiating and consummating the Transaction or as permitted by Section5. The Receiving Party shall require its Representatives to be bound by the terms of this agreement to the fullest extent as if they were parties hereto. The Receiving Party shall be responsible for any breach of this agreement by the Receiving Party or any of its Representatives; provided that the Receiving Party will not be responsible for a breach of the terms of this Agreement by any Representative who has executed a joinder to this Agreement or has entered into a confidentiality agreement with the Company in respect of the Confidential Information. The Receiving Party shall, and shall cause its Representatives to, safeguard the Confidential Information in the same manner and with the same level of care (but no less than reasonable care) that the Receiving Party uses in safeguarding and handling its own confidential and proprietary information. Notwithstanding anything contained herein to the contrary, none of the terms of this agreement shall apply to or restrict any portfolio company or other affiliate of Acquiror or any direct and/or indirect shareholder of the Acquiror (but excluding, for the avoidance of doubt, the Acquiror and its controlled affiliates) (each, an “Indirect Affiliate”), provided that such Indirect Affiliates do not receive Confidential Information.

1. Confidential Information. All information (written, oral, electronic or digital) which has been or is furnished to you or any of Your Representatives (defined below) by or on behalf of the Company (including, for the avoidance of doubt, by the Company’s financial advisor, Houlihan Lokey Capital, Inc. (“Houlihan Lokey”) or legal advisor, Dechert LLP (“Dechert”)), irrespective of form or medium of communication, at any time; the existence of this process, the fact that you have been contacted regarding a possible Transaction, or this Agreement; this Agreement; and all extracts, summaries, notes, analyses, compilations, forecasts, studies or other documents prepared by you or any of Your Representatives that contain or reflect such information, are referred to in this Agreement as the “Confidential Information.” As between you and the Company, all Confidential Information shall be and remain the exclusive property of the Company. This Agreement imposes no obligation on the Company to disclose any Confidential Information, and it does not grant you any intellectual property rights or license in, or to any portion of, the Confidential Information. The term Confidential Information does not include information (i)that is or becomes generally available to the public other than as a result of an act or omission by you or any of Your Representatives, or (ii)that you receive or have received on a non-confidential basis from a source other than the Company or any Company Representatives (defined below), provided that such source is not subject to a contractual, legal, fiduciary or other obligation of confidentiality with respect to such information.

6. No Representation, Warranty, Liability. Neither the Company nor any of its officers, directors, employees, affiliates, agents, advisors or representatives (collectively, “Company Representatives”) has made or is making, and you are not relying on, any representation or warranty, express or implied, regarding the accuracy or completeness of the Confidential Information, including without limitation any projections, estimates, budgets or information relating to the assets, liabilities, results of operations, condition (financial or otherwise), customers, suppliers or employees of the Company, and neither the Company nor any of the Company Representatives shall have any liability to you or Your Representatives or any other person relating to or resulting from the use of the Confidential Information. The only representations and warranties on which you may rely will be those, if any, expressly set forth in a definitive agreement between the Company and you with respect to the possible Transaction, and then only to the extent provided in such agreement.

16. Miscellaneous. This Agreement contains the entire agreement between the parties concerning the confidentiality of the Confidential Information. No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and signed by each party. No failure or delay by a party in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement. This Agreement may be executed in one or more counterparts, each of which will be deemed an original copy of this Agreement, and all of which, taken together, shall be deemed to constitute one and the same agreement. Execution copies may be exchanged by facsimile or other electronic means.

2. Use and Disclosure of Confidential Information. (a)You hereby agree that (x)you and your Representatives shall use the Confidential Information solely for the purpose of evaluating, negotiating and consummating the Transaction and for no other purpose, (y)the Confidential Information will be kept confidential by you and your Representatives and (z)you and your Representatives will not disclose any of the Confidential Information to any third parties other than to the Company and its Representatives; provided that: (i)you may make any disclosure of such Confidential Information to which the Company gives its prior written consent; and (ii)any Confidential Information may be disclosed to only those of your Representatives who have a need to know such Confidential Information for the sole purpose of evaluating, negotiating and consummating the Transaction and who, to the extent not already bound by an obligation of confidentiality to you at least as restrictive as the terms hereof and are made aware of the existence of this Agreement, (I ) are provided with a copy of this Agreement and (2)are directed to abide by the terms hereof applicable to a Representative of yours to the same extent as if they were parties hereto. In any even4 you agree to (x)undertake reasonable precautions to safeguard and protect the confidentiality of the Confidential Information to the same extent as you would use to safeguard confidential information of a similar nature in your own possession (which in any event shall be no less than a reasonable degree of care), (y)be responsible for any breach of the terms this Agreement applicable to your Representatives by any of your Representatives, and (z)at your sole expense, take all commercially reasonable measures to restrain your Representatives from prohibited or unauthorized disclosure or use of the Confidential Information in breach hereof.

19. Acknowledgments. Notwithstanding any other provision of this Agreement, neither the term “Representative” nor the term “affiliate”, when used with respect to you, shall include any of your affiliates or any of your affiliates’ operating or portfolio companies or affiliated investment funds that do not receive access to Confidential Information from or on the behalf of you or any of your other Representatives (at your direction) or otherwise made aware of the Transaction by you or any of your other Representatives (at your direction). The Company acknowledges that your or your affiliates’ directors, officers or employees may serve as directors of portfolio companies of investment funds managed by you, and the Company agrees that such portfolio companies will not be deemed to have received or been provided access to Confidential Information solely because any such individual serves on the board of such portfolio company; provided, that (i)such individual has not provided such portfolio company or any other director, officer, employee or other representative of such portfolio company with access to Confidential Information or made such portfolio company or any other director, officer, employee or other representative of such portfolio company aware of the Transaction and (ii)such portfolio company does not act at the direction of or with encouragement from you or your Representatives with respect to any matters contemplated hereby. The Company hereby acknowledges that you, your affiliates and your Representatives (a)may now or in the future evaluate, invest in or do business with competitors or potential competitors of the Company and its affiliates and (b)may invest in or have general knowledge with respect to the industry in which the Company operates and the topics covered within the Confidential Information. Neither the execution of this letter nor the receipt of Confidential Information shall in any way restrict or preclude such activities or use of information absent a specific breach of the provisions contained herein.

2. Confidential Information. Confidential Information, as defined in the Agreement, shall include PHI, provided that the Parties mutually acknowledge and agree that the exceptions to the definition of Confidential Information contained in items (i)- (iv)of the second sentence of Section2 of the Agreement shall not, under any circumstance, apply to PHI. Recipient shall not use or further disclose PHI other than as permitted by the Agreement for Confidential Information or as Required By Law.

1. Confidential Information. (a)The term “Confidential Information” shall be deemed to include all notes, memoranda, summaries, analyses, compilations, forecasts, data, studies, interpretations or other documents or materials prepared by the Disclosing Party or its Representatives which use, contain, reflect or are based upon or derived from, in whole or in part, information furnished to the Receiving Party or its Representatives by or on behalf of the Disclosing Party. The term “Confidential Information” does not include information that the Receiving Party can demonstrate (i)is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Representatives in breach hereof, (ii)was within the Receiving Party’s possession prior to it being furnished to the Receiving Party or any of its affiliates or their respective Representatives by or on behalf of the Disclosing Party; provided that the source of such information was not known by the Receiving Party (after reasonable inquiry) to be bound by a contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or any other party with respect to such information, (iii)becomes available to you on a non-confidential basis from a source other than the Disclosing Party or any of its Representatives; provided that such source is not known by the Receiving Party (after reasonable inquiry) to be bound by a contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or any other party with respect to such information, or (iv)has been or is subsequently independently conceived or developed by the Receiving Party or any of its Representatives without use of or reference to, in whole or in part, the Confidential Information and not otherwise in breach of this Agreement.

3. Destruction of Confidential Information. As promptly as practicable (and in any event within ten (10)days) after receiving a request from the Disclosing Party or one of its Representatives (which may be made at any time in the Disclosing Party’s sole discretion and for any reason or for no reason), the Receiving Party will destroy or erase (including, without limitation, expunging all such Confidential Information or Transaction Information from any computer, word processor or other device containing such information) all Confidential Information or Transaction Information (and all copies, reproductions, summaries, analyses or extracts thereof or based thereon) furnished to the Receiving Party or its Representatives by or on behalf of the Disclosing Party, including, without limitation, any materials prepared by the Receiving Party or its Representatives containing, based upon, reflecting or derived from Confidential Information or Transaction Information, and the Receiving Party shall deliver within fifteen (15)days of such request a certificate in writing executed by an authorized officer supervising the destruction that such destruction has occurred; provided that the Receiving Party and its Representatives may retain one copy of any Confidential Information or Transaction Information to the extent required to comply with legal or regulatory requirements or established document retention policies for use solely to demonstrate compliance with such requirements (and, to the extent such Confidential Information or Transaction Information is retained electronically, ordinary access thereto shall be limited to information technology personnel in connection with their information technology duties). Notwithstanding the destruction or retention of the Confidential Information or Transaction Information, the Receiving Party and its Representatives will continue to be bound by the obligations of confidentiality, use restrictions and other obligations hereunder.

1. Limitations on Use and Disclosure of Confidential Information. Subject to section 4 below, neither the Counterparty nor any of the Counterparty’s Representatives (as defined in section 13 below) will, at any time, directly or indirectly: (a)make use of any of the Confidential Information (as defined in section 12 below), except for the specific purpose of considering, evaluating and negotiating a possible Transaction; or (b)disclose any of the Confidential Information to any other Person (as defined in section 13 below). The Counterparty will be liable and responsible for any breach or violation of the applicable terms of this Agreement by any of its Representatives. Without limiting the previous sentence, the Counterparty will (at its own expense) use commercially reasonable efforts to assure that its Representatives do not make any unauthorized use or disclosure of any of the Confidential Information in violation of the terms of this Agreement applicable to Representatives. The Parties acknowledge that the Counterparty is an advisor to a private equity fund and that (a)none of the Counterparty’s Affiliates (including any investment fund managed by the Counterparty or its Affiliates or any portfolio company of any such investment fund) shall be deemed to be one of the Counterparty’s Representatives or have any obligations hereunder unless such person or entity actually receives or is granted access to Confidential Information, and (b)none of the Counterparty’s Affiliates or its or their portfolio companies will be deemed to be a Representative or have any obligation hereunder solely due to the fact that one or more of the Counterparty’s managers or employees who has received or had access to Confidential Information serves as an officer or member of the board of directors (or similar governing body) of such Affiliate or portfolio company; provided that such manager or employee does not provide any Confidential Information to the other directors, officers or employees of such Affiliate or portfolio company.

5. Return or Destruction of Confidential Information. Upon Harlan’s written request, the Counterparty and the Counterparty’s Representatives will promptly, in a time legally and practicably possible, deliver to Harlan all of the Confidential Information (and all copies thereof) obtained or possessed by the Counterparty or any of the Counterparty’s Representatives (or, in lieu of delivering to Harlan any of the Confidential Information, the Counterparty may destroy such Confidential Information and deliver to Harlan written confirmation (email to suffice) of their destruction); provided that the Counterparty may retain copies of the Confidential Information to the extent (i)required by applicable law, governmental regulation or bona fide compliance policies, or (ii)such Confidential Information is securely “backed-up” in the ordinary course on the Counterparty’s electronic information management and communications systems or servers. Notwithstanding the delivery to Harlan (or the destruction by the Counterparty) of the Confidential Information pursuant to this section 5, the Counterparty and its Representatives will continue to be bound by their confidentiality obligations and other obligations under this Agreement. If the Counterparty retains copies of any Confidential Information as permitted by this Section5, then, notwithstanding any termination of this Agreement, the Counterparty and its Representatives will continue to be bound by their confidentiality obligations and other obligations under this Agreement with respect to such information until the earlier of (i)date on which such Confidential Information is no longer retained, (ii) the date on which such information ceases to be Confidential Information or (iii)the fourth anniversary of the date of this Agreement.

3. Use and Disclosure of Confidential Information. The Recipient, and its Representatives who have received Confidential Information pursuant hereto, shall use the Confidential Information only for the Purpose. The Confidential Information shall not be used for any other purpose without the prior written consent of the Disclosing Party. The Recipient and such Representatives shall hold the Confidential Information in confidence, and provide it with at least the same degree of care that it uses to protect its own confidential and proprietary information, but in no event less than a reasonable degree of care under the circumstances, and shall not disclose any Confidential Information, except as permitted by paragraph 1 hereof or where such disclosure is requested or required by law, regulation (including, without limitation, any rule, regulation or policy statement of any organized securities exchange, market or automated quotation system on which any of an entity’s securities are listed or quoted), regulatory body, judicial process, or listing agreement (collectively, “Law”). The Recipient agrees, to the extent permitted under applicable Law, to give the Disclosing Party notice of any such request or requirement as soon as reasonably practicable so that the Disclosing Party may, at the Disclosing Party’s own expense, seek a protective order, confidential treatment request or other appropriate remedy, and the Recipient shall exercise commercially reasonable efforts to assist the Disclosing Party in obtaining such order or remedy. If, in the absence of a protective order, the Recipient is nonetheless compelled to disclose Confidential Information, the Recipient may disclose without liability hereunder that portion of the Confidential Information which the Recipient or its Representatives is legally compelled to disclose.

5. Ownership of Confidential Information. The Recipient agrees that nothing in this Agreement shall be deemed to transfer ownership of Confidential Information or any patent, copyright, trade secret, trademark and other intellectual property rights therein. No license or conveyance of any such rights to the Recipient is granted or implied under this Agreement.

6. Return or Destruction of Confidential Information. The Disclosing Party may elect at any time to terminate further access by the Recipient and its Representatives to the Confidential Information. The Recipient shall, upon the written request of the Disclosing Party, at its sole election, promptly, and in any event within 10 business days, either return or destroy all Confidential Information received by the Recipient and its Representatives (and all copies and reproductions thereof). Any destruction of materials shall be confirmed by the Recipient in writing. Notwithstanding the foregoing, the Recipient and its Representatives may each retain copies of the Confidential Information for compliance with applicable laws, rules or regulations, bona fide data retention policies or to establish its rights under this Agreement. Any Confidential Information that cannot be or is not returned or destroyed (such as oral Confidential Information) shall remain confidential, subject to the terms of this Agreement.

information solely for the purpose of evaluating and/or implementing any such possible Transaction and who have been advised of this letter agreement and the confidential nature of the Confidential Information and the information described in Section 6 and have been instructed to comply with the terms hereof to the same extent as if it were a party hereto (other than Sections 12 and 13).Each party will be responsible for any breach of the confidentiality and use provisions of this letter agreement as well as breaches of Sections 5, 8 and 11 by its representatives, and a party shall be entitled to directly enforce this letter agreement against the other party’s representatives as if they were parties hereto.You understand that the Company reserves the right to adopt additional specific procedures to protect the confidentiality of the Confidential Information and may seek to limit the disclosure or use of, and may establish additional specific procedures with respect to the access of, competitively sensitive Confidential Information.The Confidential Information shall remain the property of the Company, and disclosure to you shall not confer on you any rights (including any intellectual property rights) with respect to such Confidential Information, other than limited use rights specifically set forth in this letter agreement.

10. No contract or agreement providing for a Transaction shall be deemed to exist unless and until a definitive agreement has been executed and delivered by each of the parties thereto.Accordingly, each party agrees that unless and until any definitive agreement with respect to any Transaction has been executed and delivered by the parties, neither of the parties will be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this or any written or oral expression with respect to such Transaction by any of its directors, officers, employees, agents or any other representatives, except for the matters specifically agreed in this letter agreement and as may be set forth in such any such definitive agreement.Each party further acknowledges and agrees that (a) the other party shall have no obligation to authorize or pursue with it any Transaction, (b) it understands that the other party has not, as of the date hereof, authorized or made any decision to pursue any such Transaction and (c) the Company reserves the right, in its sole and absolute discretion and without giving any reason therefor, to reject all proposals and to terminate discussions, negotiations and access to the Confidential Information, in each case at any time.For purposes of this letter agreement, the term “definitive agreement” does not include an executed letter of intent or any other preliminary written agreement, nor does it include any written or oral offer or bid or any written or oral acceptance thereof.This letter agreement does not constitute or create any obligation of the Company to provide any information to you, but merely defines the rights, duties and obligations of the parties with respect to the Confidential Information to the extent it may be disclosed or made available.You understand that neither the Company nor any of its representatives have made or make any express or implied representation or warranty as to the accuracy or completeness of the Confidential Information. Only those representations or warranties that are made in any definitive agreement with respect to any Transaction, when, as and if it is executed and delivered, and subject to such limitations and restrictions as may be specified in such definitive agreement, will have any legal effect.

19. Without limiting the generality of the obligations set forth in Sections 3 and 6, you agree not to (a) disclose the Confidential Information to any of your controlled portfolio companies or any directors, officers or employees thereof (unless such individual is also one of your employees, directors or officers who is regularly engaged in the private equity business, in which case, such person may receive the Confidential Information hereunder only in his or her capacity as your or your affiliate’s employee, directors or officers and such person shall not disclose the Information to any other personnel who are employed by such portfolio company) or (b) use the Confidential Information in connection with the ownership, management or decision-making processes of any such portfolio company.Subject to your compliance with the terms of this paragraph, nothing in this letter agreement shall in any way limit the activities of the investment funds managed, advised or controlled by Vista Equity Partners Management, LLC and their respective affiliates (“Vista Affiliates”) in their businesses distinct from the private equity business of the Vista Affiliates, including, without limitation any hedge fund or funds associated or affiliated with Vista Equity Partners III, LLC; provided that the representatives of the Vista Affiliates who are not involved in the private equity business of the Vista Affiliates have not received Confidential Information and are not acting on behalf or at the direction of representatives of the private equity business of Vista Affiliates or any other representative of the Vista Affiliates that has had access to the Confidential Information. Notwithstanding the foregoing, Vista Equity Partners Management, LLC. and/or its affiliates is engaged in the purchase and acquisition of, and investment in, software and technology-enabled companies. Accordingly, the mere purchase or acquisition of, or investment in, any other company without otherwise proving that this letter agreement has been breached will not be deemed in and of itself to be a breach of this letter agreement.

7. Discloser retains all right, title and interest in and to its Confidential Information. This Agreement does not and shall not be construed to give Recipient any right or license to any Confidential Information other than as expressly provided herein, including any right or license by implication or otherwise to any Confidential Information or under any intellectual property or other rights owned by or licensed to Discloser. Neither party has any obligation to continue discussions or negotiations or to enter Into any transaction with the other party, and either party may terminate discussions or negotiations at any time.

5.Return of Confidential Information. Upon the Provider’s written request, the Recipient and the Recipient’s Representatives will promptly deliver to the Provider or destroy, at the Recipient’s option, any of the Provider’s Confidential Information (and all copies thereof) obtained or possessed by the Recipient or any of the Recipient’s Representatives. Notwithstanding the delivery to the Provider (or the destruction by the Recipient) of Confidential Information of the Provider pursuant to this Section5, the Recipient and its Representatives will continue to be bound by their confidentiality obligations and other obligations under this Agreement. In addition, notwithstanding this Section5, (i) Recipient may retain a single, secure copy of the Provider’s Confidential Information solely to the extent required to comply with legal or regulatory requirements, established document retention policies or demonstrate compliance with this Agreement, (ii)Recipient and its Representatives shall not be required to destroy any computer files stored securely by them that are created during automatic system back-up; provided that, such files are not accessed for any purpose other than those set forth in clause (i)hereof; (iii) Recipient’s external professional advisers (including without limitation its external auditors) shall be entitled to retain such Confidential Information as they are required to retain by law or any professional standard applicable to them; and (iv)Recipient’s in-house legal counsel shall be entitled to retain such Confidential Information solely for archival purposes (any such retained Confidential Information pursuant to clauses (i)through (iv), “Retained Confidential Information”).

4.Return of Confidential Information. Recipient shall, upon accomplishing the limited purpose of evaluating the Transaction, or at any time upon the request of the Company, immediately destroy or return to the Company all Confidential Information (including notes, writings and other material developed therefrom by Recipient) and all copies thereof and retain none for its files. Notwithstanding the foregoing, neither the Recipient nor its Representatives will be required to erase electronically stored Confidential Information that has been saved to a back-up file or other electronic medium in accordance with its or its Representatives’ ordinary back-up practices. Notwithstanding such return or destruction, Recipient shall continue to be bound by this Agreement.

3. Use of Confidential Information: Recipient shall have the right to make use of Confidential Information solely during the Term and solely for the Purpose, to the extent that this Agreement is not superseded by a subsequent agreement that governs the exchange of Confidential Information. Notwithstanding the foregoing, Company will not, without the prior written consent of APM, discuss with any third party the potential opportunity to participate with Company in connection with implementing the Purpose or solicit from any third party any equity or debt financing assistance relating to the Purpose. Upon the written request of Discloser, Recipient shall promptly return all Confidential Information received from Discloser, together with all copies, or, if requested by Discloser, certify that all such Confidential Information, together with all copies, has been destroyed.

10. At any time upon the request of the Company or any of its Representatives, you and your Representatives shall promptly, at your election, either (a)redeliver to the Company all Confidential Information or (b)destroy all such Confidential Information then in your or your Representatives’ possession, including, without limitation, all written or electronic data developed or derived from the Confidential Information. All redelivery or destruction pursuant to this section 10 shall be confirmed in writing to the Company (which may be via email). The obligation to return or destroy Confidential Information shall not cover (i)one copy of the Confidential Information maintained in a secure location pursuant to your bona fide record keeping policies (provided, that any information retained pursuant to this subclause (i)may not be accessed or retrieved by any person except by your legal or compliance personnel and, in such case, only to the extent necessary for a bona fide legal or compliance purpose) or (ii)information that is automatically maintained on routine computer system backup tapes, disks or other backup storage devices; provided, that, such materials referenced in this sentence shall remain subject to the confidentiality obligations of this letter agreement applicable to Confidential Information. The return or destruction of Confidential Information notwithstanding, you and your Representatives shall continue to be bound by the obligations hereunder for the term hereof.

17. Each party agrees that it shall comply and act in accordance with all applicable provisions of federal and state laws and regulations concerning such Confidential Information. Each party represents it has the right to enter into this Agreement and to disclose the Confidential Information hereunder.

(b) “Confidential Information” means confidential, proprietary, non-public or otherwise sensitive information of a Party or its Affiliates. Subject to the exceptions set forth in the last sentence of this section 1(b), all information exchanged by the Parties in connection with discussions about a Possible Transaction, whether furnished in written, oral, electronic, graphic, photographic or any other form shall be deemed Confidential Information.Confidential Information shall further be deemed to include, without limitation, all notes, analyses, compilations, studies, interpretations or other documents prepared by Receiving Party or its Representatives to the extent such materials reflect, in whole or in part, the information furnished to Receiving Party by or on behalf of Disclosing Party.

written notice by the Disclosing Party. Any analyses, compilations, studies or other documents prepared by the Receiving Party in whole or in part on the basis of the Disclosing Party’s Confidential Information will be destroyed by the Receiving Party upon return or destruction of the Disclosing Party’s Confidential Information. Any destruction pursuant to this Section 4 will be certified by the Receiving Party to the Disclosing Party in writing at the Disclosing Party’s request.

Exceptions. The confidentiality and restriction on the use of Confidential Information under this Agreement shall not apply to Confidential Information to the extent that such Confidential Information: is now, or hereafter becomes, through no breach of this Agreement by Employee, generally known or available to the public; was known to Employee without an obligation to hold it in confidence prior to the time such Confidential Information was disclosed to Employee by Company; is disclosed or used, as applicable, with the prior written consent of Company and in accordance with any limitations or conditions on such disclosure or use that may be imposed in such written consent; or was or is independently developed by Employee without any use of or reference to the Confidential Information. In addition, notwithstanding any other language in this Agreement to the contrary, Employee understands that Employee may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney if such disclosure is made solely for the purpose of reporting or investigating a suspected violation of law or for pursuing an anti-retaliation lawsuit; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and Employee does not disclose the trade secret except pursuant to a court order.

Return or Destroy Confidential Information. Employee agrees, immediately upon the termination of the relationship between Employee and Company for any reason or upon earlier request by Company to make a diligent search for any and all documents, computer discs, electronic files, software, tapes, computer printouts, or any other material constituting Confidential Information described in this Section 1, and shall: cease using the Confidential Information; promptly return to Company or destroy all Confidential Information and any copies thereof; and certify in writing (if requested in writing by the Company) that Employee has complied with the obligations of this Subsection 1.7.

4. If Pfizer or any of its Representatives is requested or required by oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demand or similar process to disclose any of the Confidential Information of the Company or the fact that discussions or negotiations are taking place between the parties concerning a possible transaction, or any of the terms, conditions or other facts with respect thereto, or Pfizer determines, based on the advice of its counsel, that any such disclosure is required under applicable law or applicable rules or regulations of any national securities exchange, Pfizer will, to the extent permitted by applicable law, provide the Company with written notice thereof as promptly as reasonably practicable after receipt of the relevant request or such determination so that the Company may seek a protective order or other appropriate remedy and/or waive Pfizer’s compliance with the provisions of this agreement; provided that no such notice shall be required to be given in the case of routine supervisory examinations by any regulator that are not specifically directed at the Transaction or the Confidential Information of the Company. Pfizer agrees that it will, at the Company’s request and expense, exercise reasonable efforts to assist the Company in obtaining such protective order or other appropriate remedy. If such protective order or other remedy is denied, and Pfizer or any of its Representatives are nonetheless legally compelled to disclose such information, Pfizer or its Representatives, as the case may be, will furnish only that portion of the Confidential Information of the Company that is legally required, in the opinion of Pfizer’s counsel, and will exercise its reasonable efforts to obtain reliable assurances that confidential treatment will be accorded such Confidential Information. The provisions of this paragraph 4 shall apply, mutatis mutandis, to (i)any disclosure by the Company or its Representatives of any of the Confidential Information of Pfizer or (ii)the identification of Pfizer or its affiliates by name, or the disclosure of any information that would reasonably be expected to identify Pfizer or its affiliates, in each case, as being involved in discussions or negotiations concerning a Transaction or having received Confidential Information from the Company.

3.4 No Representation or Warranty By Discloser. The Disclosing Party makes no express or implied representation or warranty as to the accuracy, completeness or utility of its Confidential Information. THE RECEIVING PARTY ACKNOWLEDGES THAT THE CONFIDENTIAL INFORMATION OF THE DISCLOSING PARTY IS PROVIDED “AS IS,” WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED.

13. The Receiving Party acknowledges that the Disclosing Party may be entitled to the protections of the attorney work-product doctrine, attorney-client privilege or similar protections or privileges with respect to portions of the Confidential Information. The Disclosing Party is not waiving, and will not be deemed to have waived or diminished, any of its attorney work-product protections, attorney-client privileges or similar protections or privileges as a result of the disclosure of such Confidential Information pursuant to this letter agreement. The Parties (a)share a common legal and commercial interest in such Confidential Information, (b)may become joint defendants in proceedings to which such Confidential Information relates and (c)intend that such protections and privileges remain intact should either Party become subject to any actual or threatened proceeding to which such Confidential Information relates. In furtherance of the foregoing, the Receiving Party will not claim or contend, in proceedings involving either Party, that the Disclosing Party waived the protections of the attorney work-product doctrine, attorney-client privilege or similar protections or privileges as a result of the disclosure of such Confidential Information pursuant to this letter agreement.

5.Return of Confidential Information. Upon the Provider’s written request, the Recipient and the Recipient’s Representatives will promptly deliver to the Provider all of the Provider’s Confidential Information (and all copies thereof) obtained or possessed by the Recipient or any of the Recipient’s Representatives; provided, however, that, in lieu of delivering to the Provider any written materials containing Confidential Information of the Provider, the Recipient and its Representatives may destroy such written materials and deliver to the Provider an email confirming their destruction; provided further, that (i)Recipient and its Representatives shall not be required to destroy any computer files stored securely by them that are created pursuant to Recipient’s standard and automatic backup or archival procedures; and (ii)Recipient and its external professional advisors (including its external auditors) shall be entitled to retain such Confidential Information as they are required to retain by law or any professional standard applicable to them or in accordance with internal document retention policies. Such retained Confidential Information shall continue to be maintained in accordance with this Agreement’s confidentiality and use terms until the earlier of (A)the expiration or termination of this Agreement or (B)the return or destruction of such electronic data or other record in accordance with this Section5. Notwithstanding the delivery to the Provider (or the destruction by the Recipient) of Confidential Information of the Provider pursuant to this Section5, the Recipient and its Representatives will continue to be bound by their confidentiality obligations and other obligations under this Agreement during the term hereof.

2.1 Security Program. DST shall maintain a comprehensive information security program under which DST documents, implements and maintains the physical, administrative, and technical safeguards reasonably designed and implemented to: (a)comply with U.S. laws applicable to DST’s business and (b)protect the confidentiality, integrity, availability, and security of Fund Confidential Information. Such program shall align with the National Institute of Security and Technology (“NIST”) security framework.

4.4 Security Incident Investigation. DST shall reasonably cooperate with the Funds’ investigation and response to each Security Incident. DST acknowledges and agrees that records of system activity and of Fund Confidential Information handling may be evidence (subject to appropriate chain of custody procedures) in the event of a security incident or breach of Fund Confidential Information. Upon Funds’ request, and at Funds’ expense, DST shall deliver copies of such records to Fund for use in any legal or regulatory proceeding or in any governmental investigation. Further, in the case of a security incident or breach of Fund Confidential Information, and at Funds’ request, DST shall hire an independent third party to (i)determine the scope of the incident or breach and impacted records; and (ii)suggest appropriate post incident changes to DST’s WISP and controls. The report from the independent third party will be provided to Fund promptly following deliver to DST.

The occurrence of privacy or information security breaches (or the belief that any such breach has occurred) in the operation of our business or by third parties using a product or solution obtained through us could harm our business, financial condition and operating results. Some of our customers use the products to compile and analyze highly sensitive or confidential information. We may come into contact with such information or data when we perform service or maintenance functions for our customers. The perception or fact that any of our employees has improperly handled sensitive information of a customer or a customer’s end user or consumer could negatively impact our business. If, in handling this information, we fail to comply with applicable privacy legislation or procedures, we could incur civil liability to governmental agencies or any customers and individuals whose privacy was compromised. Further, there are growing compliance and regulatory initiatives and changes for governments around the world that are driven by events and concerns such as accounting scandals, security threats and economic conditions.

We are exposed to the risk that our employees, independent contractors, consultants or distributors may engage in fraudulent conduct or other illegal activities. Misconduct by these parties could include intentional, reckless and/or negligent conduct or disclosure of unauthorized activities to us that violates export control laws or other regulations or manufacturing standards. Furthermore, the protection of our proprietary data and that of our clients is critical to our reputation and the success of our business. Our clients have a high expectation that we will adequately protect their confidential information. If any person, including any of our employees, negligently disregards or intentionally breaches our established controls with respect to such data or otherwise mismanages or misappropriates that data, we could be subject to monetary damages, fines and/or criminal prosecution. Unauthorized disclosure of sensitive or confidential data, whether through systems failure, employee negligence, fraud or misappropriation, could damage our reputation and cause us to lose clients.

We believe that many participants in the defense and security industries do not register patents or other intellectual property in the ordinary course of business. In order to safeguard our unpatented proprietary know-how, trade secrets and technology, we rely primarily upon trade secret protection and non-disclosure provisions in agreements with employees and other third parties having access to our confidential information. There can be no assurance that these measures will adequately protect us from improper disclosure or misappropriation of our proprietary information.

11.1Non Disclosure. The parties agree that any Confidential Information provided under this Agreement shall be held and maintained in strict confidence. Each party agrees to protect the confidentiality of such information in a manner consistent with the way a reasonable person would protect similar Confidential Information. "Confidential Information" means the information and materials noticed or marked by [*] or RESELLER as confidential and proprietary, or which should reasonably be understood as confidential and proprietary given the nature of the information or materials. "Confidential Information" does not include information that (i) is already known to the receiving party at the time it is disclosed and has not been obtained wrongfully, (ii) becomes publicly known without fault of the receiving party, (iii) is independently developed by the receiving party, (iv) is approved for release in writing by the disclosing party, (v) is disclosed without restriction by the disclosing party to a third party, or (vi) is disclosed pursuant to legal obligations beyond the control of the disclosing and receiving parties.

6. A Party may copy Confidential Information provided by the other Party only to the extent reasonable or necessary for the Relationship. All copies shall always clearly contain the same proprietary and confidential notices and legends which appear on the original Confidential Information. Confidential Information shall remain the property of the disclosing Party.

11. Nothing contained herein shall be construed as conferring, by implication, estoppel or otherwise, any license or right in respect of any trademark, copyright, Confidential Information, invention or any existing or later issued patent or other intellectual property right. The receiving Party will not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any of the disclosing Party’s Confidential Information. No other rights or obligations other than those expressly recited herein are to be implied from this Agreement.

22.1Confidential Information.The Licensee and Institute will treat and maintain the other Party’s Confidential Information in confidence using at least the same degree of care as the receiving Party uses to protect its own proprietary and confidential information of a like nature from the date of disclosure until seven (7) years after the termination or expiration of this Agreement, provided that a Party may designate one or more specific, defined items of Confidential Information as ‘Trade Secret’, by giving written notice to the other Party briefly outlining its reasons why longer protection is warranted, and in such case the other Party shall protect such information indefinitely unless and until Section 22.4 applies.Confidential Information can be written, oral, or both.

14.6Return of Materials/Confidential Information.Upon the expiration or termination of this Agreement for any reason, Recipient agrees, except as otherwise provided in this Agreement and to the extent not prohibited by Applicable Law, to return to Discloser all documentation that is not required by law to be retained by the Manufacturer or other tangible evidence or embodiment of Discloser’s Confidential Information and not to use such Confidential Information, unless otherwise agreed.Notwithstanding the foregoing, Recipient may retain one archival copy of Discloser’s Confidential Information in order to monitor Recipient’s ongoing obligations of confidentiality and limitations on Use of Confidential Information under this Agreement; provided, that such archival copy must only be accessed to the extent required comply with Applicable Law, be kept confidential in accordance with and remain subject to the terms of Article 10,and be stored in a secure location, segregated from Recipient’s regular files.Manufacturer will also [ * ] return all Atara Materials, Atara Equipment, retained samples, data, reports and other property, information and know-how in recorded form that was provided by Atara, or developed in the performance of the Services, that are owned by or licensed to Atara; provided that Atara will be responsible for all reasonable and documented costs and expenses associated with the return to Atara of Atara Materials, Atara Equipment and/or Atara Confidential Information by Manufacturer pursuant to this Agreement.

14.6Return of Materials/Confidential Information. Upon the earlier of the request of Discloser or the expiration or termination of this Agreement for any reason, Recipient agrees, except as otherwise provided in this Agreement and to the extent not prohibited by Applicable Law, to return to Discloser all documentation or other tangible evidence or embodiment of Discloser’s Confidential Information that is not required by law to be retained by the Recipient and not to use such Confidential Information, unless otherwise agreed by the parties in writing. Notwithstanding the foregoing, Recipient may retain one archival copy of Discloser’s Confidential Information in order to monitor Recipient’s ongoing obligations of confidentiality and limitations on Use of Confidential Information under this Agreement; provided, that such archival copy must only be accessed to the extent required comply with Applicable Law, be kept confidential in accordance with and remain subject to the terms of Article 10, and be stored in a secure location, segregated from Recipient’s regular files. Manufacturer will also [ * ] return all Atara Materials, Atara Equipment, retained samples, data, reports and other property, information and know-how in recorded form that was provided by Atara, or developed in the performance of the Services, that are owned by or licensed to Atara; provided that Atara will be responsible for all reasonable and documented costs and expenses associated with the return to Atara of Atara Materials, Atara Equipment and/or Atara Confidential Information by Manufacturer pursuant to this Agreement. Upon the written request of Manufacturer, Atara will destroy or return to Manufacturer (as requested by Manufacturer) all tangible copies, extracts or other representations of any portion of any Manufacturer Confidential Information that Atara comes into possession of as a result of Atara’s Person(s)-In-Plant, and other representatives’ or agents’ access to the Facility or Manufacturer Confidential Information pursuant to Section 5.2(d).

6. EXCEPTIONS. All of the foregoing obligations and restrictions do not apply to that part of the Confidential Information that (a)is or becomes generally available to the public other than as a result of a disclosure by Recipient or any of Recipient’s Representatives in violation of this letter agreement, or (b)was available to Recipient or any of Recipient’s Representatives prior to any disclosure pursuant to this letter agreement or subsequently becomes available to Recipient or any of Recipient’s Representatives on a non-confidential basis, but only if the source of such information is not known by the Recipient or the Recipient’s Representatives, after reasonable inquiry, to be (i)bound by a confidentiality agreement with the Company or is (ii)otherwise prohibited from disclosing the information by a contractual, legal, fiduciary, or other obligation, or (c)is independently developed by Recipient or Recipient’s Representatives without the use of, incorporation of, reliance on or reference to the Confidential Information. No Confidential Information obtained by Recipient or Recipient’s Representatives shall be deemed to be within the purview of the previous exceptions merely because it contained more general Confidential Information that is available in the public domain.

9. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION. If the Company so requests in writing, then (a)Recipient (i) will promptly deliver to the Company all documents or other materials furnished by the Company or any of the Company’s Representatives to Recipient or Recipient’s Representatives constituting Confidential Information, together with all copies and summaries thereof in the possession or under the control of either Recipient or any of Recipient’s Representatives, and (ii)will destroy materials generated by Recipient or Recipient’s Representatives that include or refer to any part of the Confidential Information, without retaining a copy of any such material, or (b)alternatively, if the Company requests or gives its prior written consent to Recipient’s request, if any, Recipient will destroy all documents or other matters constituting Confidential Information in the possession or under the control of either Recipient or any of Recipient’s Representatives. Any such destruction must be confirmed by Recipient in writing to the Company. Notwithstanding the foregoing, the obligation to return or destroy the Confidential Information shall not include information that is (x)automatically maintained on routine computer system backup tapes, disks or other backup storage devices (as long as such backed-up information is not used, disclosed or otherwise recovered from such backup devices) or (y)required to be retained by applicable Law (as long as such information is only accessible to compliance personnel and only for compliance-related purposes); provided that such materials referenced in this sentence shall indefinitely remain subject to the confidentiality and non-use obligations of this letter agreement applicable to the Confidential Information until such information is returned or destroyed or no longer constitutes Confidential Information.