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3.8. "Representatives" means, in relation to a Party to the extent involved in the Project, (a) its Affiliates; (b) its contractors / suppliers of any tier and (c) all of the aforementioned entities' employees, directors, senior executives, professional advisors and consultants. 4. BACKGROUND 4.1. The Parties intend to engage in a Project/Projects where the Discloser will facilitate consultation(s) (in-person or remote, e.g. via telephone conference) between its Client and the Recipient ("Subject-matter expert consultations"). The Parties will as part of the Project disclose to each other certain non-public Confidential Information, subject to the terms and conditions set out in this Agreement, which both Parties hereby accept. 5. CONFIDENTIALITY AND RESTRICTED USE 5.1. Recipient shall: 5.1.1. hold Confidential Information in confidence and protect it by using at least the same degree of care, but no less than a reasonable degree of care, as Recipient uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure or dissemination; 5.1.2. use Confidential Information only for the Project; 5.1.3. not copy or reproduce (or permit to be copied or reproduced) any Confidential Information, or directly or indirectly disclose or distribute any of it to any person other than those of its Representatives who are strictly required to perform Recipient's work in relation to the Project.

All Confidential Information shall be expressly identified by the Disclosing Party.

2neutral

The obligations accruing prior to termination as set forth herein, shall, however, survive the termination of this Agreement for a period of two years.

Some obligations of Agreement may survive termination of Agreement.

1entailment

1. For the purposes of this Agreement, Information means information relating to one party which is made available by such party to the other party for the Business Purpose, including but not limited to technical documentation, analyses, studies, knowledge and samples but excluding Information which: I. is publicly available or becomes publicly available (other than as a result of disclosure by the Receiving Party or any other person contrary to the terms of this Agreement; or II. was available (as can be demonstrated by the Receiving Party's written records or other reasonable evidence) to the Receiving Party or another person to whom it is furnished hereunder free of any restriction as to its use or disclosure prior to its being so furnished; or III. becomes available to the Receiving Party (as can be demonstrated by the Receiving Party´s written records or other reasonable evidence) from a source other than the Disclosing Party, which source is not bound by any obligation of confidentiality to the Disclosing Party in relation to such Information; or iv. is independently developed by the Receiving Party;

Receiving Party may independently develop information similar to Confidential Information.

1entailment

3.8. "Representatives" means, in relation to a Party to the extent involved in the Project, (a) its Affiliates; (b) its contractors / suppliers of any tier and (c) all of the aforementioned entities' employees, directors, senior executives, professional advisors and consultants. 4. BACKGROUND 4.1. The Parties intend to engage in a Project/Projects where the Discloser will facilitate consultation(s) (in-person or remote, e.g. via telephone conference) between its Client and the Recipient ("Subject-matter expert consultations"). The Parties will as part of the Project disclose to each other certain non-public Confidential Information, subject to the terms and conditions set out in this Agreement, which both Parties hereby accept. 5. CONFIDENTIALITY AND RESTRICTED USE 5.1. Recipient shall: 5.1.1. hold Confidential Information in confidence and protect it by using at least the same degree of care, but no less than a reasonable degree of care, as Recipient uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure or dissemination; 5.1.2. use Confidential Information only for the Project; 5.1.3. not copy or reproduce (or permit to be copied or reproduced) any Confidential Information, or directly or indirectly disclose or distribute any of it to any person other than those of its Representatives who are strictly required to perform Recipient's work in relation to the Project.

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

2neutral

5.1. Recipient shall: 5.1.1. hold Confidential Information in confidence and protect it by using at least the same degree of care, but no less than a reasonable degree of care, as Recipient uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure or dissemination; 5.1.2. use Confidential Information only for the Project;

Confidential Information may include verbally conveyed information.

2neutral

3.8. "Representatives" means, in relation to a Party to the extent involved in the Project, (a) its Affiliates; (b) its contractors / suppliers of any tier and (c) all of the aforementioned entities' employees, directors, senior executives, professional advisors and consultants. 4. BACKGROUND 4.1. The Parties intend to engage in a Project/Projects where the Discloser will facilitate consultation(s) (in-person or remote, e.g. via telephone conference) between its Client and the Recipient ("Subject-matter expert consultations"). The Parties will as part of the Project disclose to each other certain non-public Confidential Information, subject to the terms and conditions set out in this Agreement, which both Parties hereby accept. 5. CONFIDENTIALITY AND RESTRICTED USE 5.1. Recipient shall: 5.1.1. hold Confidential Information in confidence and protect it by using at least the same degree of care, but no less than a reasonable degree of care, as Recipient uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure or dissemination; 5.1.2. use Confidential Information only for the Project; 5.1.3. not copy or reproduce (or permit to be copied or reproduced) any Confidential Information, or directly or indirectly disclose or distribute any of it to any person other than those of its Representatives who are strictly required to perform Recipient's work in relation to the Project.

Receiving Party shall not solicit some of Disclosing Party's representatives.

2neutral

2. Both Parties shall I. treat the Information with the same degree of care to avoid disclosure to any third party as is used with respect to the Receiving Party´s own Information of like importance which is to be kept confidential; Confidential II. keep the Information relating to the other party secret and confidential and not disclose any of it to any third person and only make it available to the Receiving Party´s executive board, directors, employees, advisers or subsidiaries and affiliates who need to know the same for the Purpose;

Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).

1entailment

3.8. "Representatives" means, in relation to a Party to the extent involved in the Project, (a) its Affiliates; (b) its contractors / suppliers of any tier and (c) all of the aforementioned entities' employees, directors, senior executives, professional advisors and consultants. 4. BACKGROUND 4.1. The Parties intend to engage in a Project/Projects where the Discloser will facilitate consultation(s) (in-person or remote, e.g. via telephone conference) between its Client and the Recipient ("Subject-matter expert consultations"). The Parties will as part of the Project disclose to each other certain non-public Confidential Information, subject to the terms and conditions set out in this Agreement, which both Parties hereby accept. 5. CONFIDENTIALITY AND RESTRICTED USE 5.1. Recipient shall: 5.1.1. hold Confidential Information in confidence and protect it by using at least the same degree of care, but no less than a reasonable degree of care, as Recipient uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure or dissemination; 5.1.2. use Confidential Information only for the Project; 5.1.3. not copy or reproduce (or permit to be copied or reproduced) any Confidential Information, or directly or indirectly disclose or distribute any of it to any person other than those of its Representatives who are strictly required to perform Recipient's work in relation to the Project.

Receiving Party may create a copy of some Confidential Information in some circumstances.

2neutral

1. For the purposes of this Agreement, Information means information relating to one party which is made available by such party to the other party for the Business Purpose, including but not limited to technical documentation, analyses, studies, knowledge and samples but excluding Information which: I. is publicly available or becomes publicly available (other than as a result of disclosure by the Receiving Party or any other person contrary to the terms of this Agreement; or II. was available (as can be demonstrated by the Receiving Party's written records or other reasonable evidence) to the Receiving Party or another person to whom it is furnished hereunder free of any restriction as to its use or disclosure prior to its being so furnished; or III. becomes available to the Receiving Party (as can be demonstrated by the Receiving Party´s written records or other reasonable evidence) from a source other than the Disclosing Party, which source is not bound by any obligation of confidentiality to the Disclosing Party in relation to such Information; or iv. is independently developed by the Receiving Party;

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

2neutral

1. For the purposes of this Agreement, Information means information relating to one party which is made available by such party to the other party for the Business Purpose, including but not limited to technical documentation, analyses, studies, knowledge and samples but excluding Information which: I. is publicly available or becomes publicly available (other than as a result of disclosure by the Receiving Party or any other person contrary to the terms of this Agreement; or II. was available (as can be demonstrated by the Receiving Party's written records or other reasonable evidence) to the Receiving Party or another person to whom it is furnished hereunder free of any restriction as to its use or disclosure prior to its being so furnished; or III. becomes available to the Receiving Party (as can be demonstrated by the Receiving Party´s written records or other reasonable evidence) from a source other than the Disclosing Party, which source is not bound by any obligation of confidentiality to the Disclosing Party in relation to such Information; or

Receiving Party may acquire information similar to Confidential Information from a third party.

1entailment

2. Both Parties shall I. treat the Information with the same degree of care to avoid disclosure to any third party as is used with respect to the Receiving Party´s own Information of like importance which is to be kept confidential; Confidential II. keep the Information relating to the other party secret and confidential and not disclose any of it to any third person and only make it available to the Receiving Party´s executive board, directors, employees, advisers or subsidiaries and affiliates who need to know the same for the Purpose;

Receiving Party may share some Confidential Information with some of Receiving Party's employees.

1entailment

2. Both Parties shall I. treat the Information with the same degree of care to avoid disclosure to any third party as is used with respect to the Receiving Party´s own Information of like importance which is to be kept confidential; Confidential II. keep the Information relating to the other party secret and confidential and not disclose any of it to any third person and only make it available to the Receiving Party´s executive board, directors, employees, advisers or subsidiaries and affiliates who need to know the same for the Purpose; III. use the Information only for the Business Purpose unless the Disclosing Party gives its prior written consent to such Information being used for some other agreed purpose;

Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.

1entailment

1. For the purposes of this Agreement, Information means information relating to one party which is made available by such party to the other party for the Business Purpose, including but not limited to technical documentation, analyses, studies, knowledge and samples but excluding Information which: I. is publicly available or becomes publicly available (other than as a result of disclosure by the Receiving Party or any other person contrary to the terms of this Agreement; or II. was available (as can be demonstrated by the Receiving Party's written records or other reasonable evidence) to the Receiving Party or another person to whom it is furnished hereunder free of any restriction as to its use or disclosure prior to its being so furnished; or III. becomes available to the Receiving Party (as can be demonstrated by the Receiving Party´s written records or other reasonable evidence) from a source other than the Disclosing Party, which source is not bound by any obligation of confidentiality to the Disclosing Party in relation to such Information; or iv. is independently developed by the Receiving Party;

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

2neutral

The obligations accruing prior to termination as set forth herein, shall, however, survive the termination of this Agreement for a period of two years.

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

2neutral

The furnishing of any CONFIDENTIAL INFORMATION hereunder shall not be construed as the granting of a license under any patent, patent application, copyright, copyright registration, trade secret or other proprietary right by the DISCLOSING PARTY to any person or entity or as implying any obligation other than is specifically stated herein.

Agreement shall not grant Receiving Party any right to Confidential Information.

1entailment

1. For the purposes of this Agreement, Information means information relating to one party which is made available by such party to the other party for the Business Purpose, including but not limited to technical documentation, analyses, studies, knowledge and samples but excluding Information which: I. is publicly available or becomes publicly available (other than as a result of disclosure by the Receiving Party or any other person contrary to the terms of this Agreement; or II. was available (as can be demonstrated by the Receiving Party's written records or other reasonable evidence) to the Receiving Party or another person to whom it is furnished hereunder free of any restriction as to its use or disclosure prior to its being so furnished; or III. becomes available to the Receiving Party (as can be demonstrated by the Receiving Party´s written records or other reasonable evidence) from a source other than the Disclosing Party, which source is not bound by any obligation of confidentiality to the Disclosing Party in relation to such Information; or iv. is independently developed by the Receiving Party;

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

2neutral

Contemplate one or more meetings and various communications that will involve the disclosure by one of the parties [DISCLOSING PARTY] to the other party [RECEIVING PARTY] of technical, business, marketing, planning, pricing and other information and data, in written, oral, electronic, magnetic, photographic and/or other forms, including information and data regarding Internet-based transport solutions (Collectively CONFIDENTIAL INFORMATION).

Confidential Information shall only include technical information.

0contradiction

1. For the purposes of this Agreement, Information means information relating to one party which is made available by such party to the other party for the Business Purpose, including but not limited to technical documentation, analyses, studies, knowledge and samples but excluding Information which: I. is publicly available or becomes publicly available (other than as a result of disclosure by the Receiving Party or any other person contrary to the terms of this Agreement; or II. was available (as can be demonstrated by the Receiving Party's written records or other reasonable evidence) to the Receiving Party or another person to whom it is furnished hereunder free of any restriction as to its use or disclosure prior to its being so furnished; or III. becomes available to the Receiving Party (as can be demonstrated by the Receiving Party´s written records or other reasonable evidence) from a source other than the Disclosing Party, which source is not bound by any obligation of confidentiality to the Disclosing Party in relation to such Information; or iv. is independently developed by the Receiving Party;

All Confidential Information shall be expressly identified by the Disclosing Party.

2neutral

This Agreement shall apply to any CONFIDENTIAL INFORMATION that may have been provided to the RECEIVING PARTY prior to or after the date hereof, and shall continue to govern the delivery of CONFIDENTIAL INFORMATION until terminated by written notice from either party to the other, except that the obligations of the parties hereunder with regard to CONFIDENTIAL INFORMATION disclosed prior to termination shall continue for a period for two (2) years thereafter.

Some obligations of Agreement may survive termination of Agreement.

1entailment

1. For the purposes of this Agreement, Information means information relating to one party which is made available by such party to the other party for the Business Purpose, including but not limited to technical documentation, analyses, studies, knowledge and samples but excluding Information which: I. is publicly available or becomes publicly available (other than as a result of disclosure by the Receiving Party or any other person contrary to the terms of this Agreement; or II. was available (as can be demonstrated by the Receiving Party's written records or other reasonable evidence) to the Receiving Party or another person to whom it is furnished hereunder free of any restriction as to its use or disclosure prior to its being so furnished; or III. becomes available to the Receiving Party (as can be demonstrated by the Receiving Party´s written records or other reasonable evidence) from a source other than the Disclosing Party, which source is not bound by any obligation of confidentiality to the Disclosing Party in relation to such Information; or iv. is independently developed by the Receiving Party;

Receiving Party may independently develop information similar to Confidential Information.

2neutral

2. Both Parties shall I. treat the Information with the same degree of care to avoid disclosure to any third party as is used with respect to the Receiving Party´s own Information of like importance which is to be kept confidential; Confidential II. keep the Information relating to the other party secret and confidential and not disclose any of it to any third person and only make it available to the Receiving Party´s executive board, directors, employees, advisers or subsidiaries and affiliates who need to know the same for the Purpose;

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

2neutral

Contemplate one or more meetings and various communications that will involve the disclosure by one of the parties [DISCLOSING PARTY] to the other party [RECEIVING PARTY] of technical, business, marketing, planning, pricing and other information and data, in written, oral, electronic, magnetic, photographic and/or other forms, including information and data regarding Internet-based transport solutions (Collectively CONFIDENTIAL INFORMATION).

Confidential Information may include verbally conveyed information.

1entailment

1. For the purposes of this Agreement, Information means information relating to one party which is made available by such party to the other party for the Business Purpose, including but not limited to technical documentation, analyses, studies, knowledge and samples but excluding Information which: I. is publicly available or becomes publicly available (other than as a result of disclosure by the Receiving Party or any other person contrary to the terms of this Agreement; or II. was available (as can be demonstrated by the Receiving Party's written records or other reasonable evidence) to the Receiving Party or another person to whom it is furnished hereunder free of any restriction as to its use or disclosure prior to its being so furnished; or III. becomes available to the Receiving Party (as can be demonstrated by the Receiving Party´s written records or other reasonable evidence) from a source other than the Disclosing Party, which source is not bound by any obligation of confidentiality to the Disclosing Party in relation to such Information; or iv. is independently developed by the Receiving Party;

Receiving Party shall not solicit some of Disclosing Party's representatives.

2neutral

The RECEIVING PARTY and its employees, officers, agents and affiliates shall hold the CONFIDENTIAL INFORMATION in confidence and take all reasonable steps to preserve the confidential and proprietary nature of the CONFIDENTIAL INFORMATION, including, without limitation: (i) refraining from disclosing the CONFIDENTIAL INFORMATION to persons within its organization not having a reason to know, and all persons outside its organization unless they have a reason to know and are bound by fiduciary duties of confidentiality to the RECEIVING PARTY; and

Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).

1entailment

Tangible forms of the CONFIDENTIAL INFORMATION shall not be copied, in whole or in part, without the prior written consent of the DISCLOSING PARTY.

Receiving Party may create a copy of some Confidential Information in some circumstances.

0contradiction

In the event that the RECEIVING PARTY is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the CONFIDENTIAL INFORMATION, the RECEIVING PARTY shall provide the DISCLOSING PARTY with prompt written notice of any such request or requirement so that the DISCLOSING PARTY may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement.

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

1entailment

The confidentiality and non-disclosure obligations of the previous paragraphs shall not apply if, and to the extent that: the RECEIVING PARTY can prove that the CONFIDENTIAL INFORMATION was known to the RECEIVING PARTY prior to its receipt from the DISCLOSING PARTY (ii) the CONFIDENTIAL INFORMATION is or becomes part of the public domain other than by the fault of the RECEIVING PARTY; or (iii) the CONFIDENTIAL INFORMATION is rightfully disclosed to the RECEIVING PARTY by a third party that is legally free to disclose such CONFIDENTIAL INFORMATION.

Receiving Party may acquire information similar to Confidential Information from a third party.

1entailment

The RECEIVING PARTY and its employees, officers, agents and affiliates shall hold the CONFIDENTIAL INFORMATION in confidence and take all reasonable steps to preserve the confidential and proprietary nature of the CONFIDENTIAL INFORMATION, including, without limitation: (i) refraining from disclosing the CONFIDENTIAL INFORMATION to persons within its organization not having a reason to know, and all persons outside its organization unless they have a reason to know and are bound by fiduciary duties of confidentiality to the RECEIVING PARTY; and

Receiving Party may share some Confidential Information with some of Receiving Party's employees.

1entailment

The CONFIDENTIAL INFORMATION shall be used by the RECEIVING PARTY solely for the purpose of discussing AG Projects’ services and products.

Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.

1entailment

The confidentiality and non-disclosure obligations of the previous paragraphs shall not apply if, and to the extent that: the RECEIVING PARTY can prove that the CONFIDENTIAL INFORMATION was known to the RECEIVING PARTY prior to its receipt from the DISCLOSING PARTY (ii) the CONFIDENTIAL INFORMATION is or becomes part of the public domain other than by the fault of the RECEIVING PARTY; or (iii) the CONFIDENTIAL INFORMATION is rightfully disclosed to the RECEIVING PARTY by a third party that is legally free to disclose such CONFIDENTIAL INFORMATION.

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

2neutral

In the event that the RECEIVING PARTY is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the CONFIDENTIAL INFORMATION, the RECEIVING PARTY shall provide the DISCLOSING PARTY with prompt written notice of any such request or requirement so that the DISCLOSING PARTY may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement.

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

2neutral

All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party – 4.1 to be proprietary to the Disclosing Party; and 4.2 not to confer any rights to the Receiving Party of whatever nature in the Confidential Information.

Agreement shall not grant Receiving Party any right to Confidential Information.

1entailment

The confidentiality and non-disclosure obligations of the previous paragraphs shall not apply if, and to the extent that: the RECEIVING PARTY can prove that the CONFIDENTIAL INFORMATION was known to the RECEIVING PARTY prior to its receipt from the DISCLOSING PARTY (ii) the CONFIDENTIAL INFORMATION is or becomes part of the public domain other than by the fault of the RECEIVING PARTY; or (iii) the CONFIDENTIAL INFORMATION is rightfully disclosed to the RECEIVING PARTY by a third party that is legally free to disclose such CONFIDENTIAL INFORMATION.

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

2neutral

1.2.2 “Confidential Information” means any confidential information, documentation or data of whatever nature relating to a Party or its subsidiaries which may have been or which may be obtained by or disclosed to the other Party during the course of its relationship with such Party, whether in writing, in electronic form or pursuant to discussions, including without limitation: trade secrets, know-how, marketing and advertising strategies, strategic objectives, planning or ideas, research, business activities, business relationships, products or proposed products, proposals, pricing details, strategies, customer and client details, schematics, software, computer programmes and technology, operating procedures and methodologies, designs, drawings, functional and technical requirements and specifications and any other technical, business, financial or market information or any other information which may reasonably be regarded as being confidential and of a proprietary nature to such Party or any of its subsidiaries or holding companies and;

Confidential Information shall only include technical information.

0contradiction

The RECEIVING PARTY and its employees, officers, agents and affiliates shall hold the CONFIDENTIAL INFORMATION in confidence and take all reasonable steps to preserve the confidential and proprietary nature of the CONFIDENTIAL INFORMATION, including, without limitation: (i) refraining from disclosing the CONFIDENTIAL INFORMATION to persons within its organization not having a reason to know, and all persons outside its organization unless they have a reason to know and are bound by fiduciary duties of confidentiality to the RECEIVING PARTY; and

All Confidential Information shall be expressly identified by the Disclosing Party.

2neutral

The Receiving Party agrees that it will, during or after the course of their relationship and/or the term of this Agreement as described in clause 9, keep the Confidential Information in the strictest confidence and will not disclose it to any third party for any reason or purpose whatsoever without the prior written consent of the Disclosing Party, save in accordance with the provisions of this Agreement, and the Parties undertake to each other that their holding and subsidiary companies or agents shall be bound by the provisions of this Agreement.

Some obligations of Agreement may survive termination of Agreement.

1entailment

The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that – 8.1 is or was known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party; 8.2 is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party; 8.3 is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement;

Receiving Party may independently develop information similar to Confidential Information.

1entailment

In the event that the RECEIVING PARTY is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the CONFIDENTIAL INFORMATION, the RECEIVING PARTY shall provide the DISCLOSING PARTY with prompt written notice of any such request or requirement so that the DISCLOSING PARTY may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement.

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

2neutral

1.2.2 “Confidential Information” means any confidential information, documentation or data of whatever nature relating to a Party or its subsidiaries which may have been or which may be obtained by or disclosed to the other Party during the course of its relationship with such Party, whether in writing, in electronic form or pursuant to discussions, including without limitation: trade secrets, know-how, marketing and advertising strategies, strategic objectives, planning or ideas, research, business activities, business relationships, products or proposed products, proposals, pricing details, strategies, customer and client details, schematics, software, computer programmes and technology, operating procedures and methodologies, designs, drawings, functional and technical requirements and specifications and any other technical, business, financial or market information or any other information which may reasonably be regarded as being confidential and of a proprietary nature to such Party or any of its subsidiaries or holding companies and;

Confidential Information may include verbally conveyed information.

1entailment

Unless agreed to the contrary between the parties each Party hereby undertakes in favour of the other that it will not at any time during the currency of this Agreement and for a period of 12 months after the expiry or termination of this Agreement (for any reason whatsoever), whether directly or indirectly: 15.1 encourage or entice or incite or persuade any employee of the other (or any employee of any member of each other's group of companies or any entity in which either is interested) to terminate their employment by the other of them (or any member of its group of companies or any entity in which either is interested); and/or 15.2. furnish any information or advice (whether written or oral) to any employee then employed by the other of them (or any member of each other's group of companies or any entity in which either is interested) to any prospective employer of such employee or use any other means which are directly or indirectly designed, or in the ordinary course of events calculated, to result in any such employee terminating his employment by the other of them (or any member of each other's group of companies or any entity in which either is interested) and/or becoming employed by or directly or indirectly in any way interested in or associated with any other person or entity.

Receiving Party shall not solicit some of Disclosing Party's representatives.

1entailment

For avoidance of doubt, in this Agreement “third party” means any party other than Client and AfriGIS and their holding and subsidiary companies or agents. 3.4 Notwithstanding anything to the contrary contained in this Agreement the Parties agree that the Confidential Information may be disclosed by the Receiving Party to its professional advisors on a need-to-know basis; provided that that Party takes whatever steps are necessary to procure that such professional advisors agree to abide by the terms of this Agreement to prevent the unauthorised disclosure of the Confidential Information to third parties.

Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).

1entailment

In the event that the RECEIVING PARTY is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the CONFIDENTIAL INFORMATION, the RECEIVING PARTY shall provide the DISCLOSING PARTY with prompt written notice of any such request or requirement so that the DISCLOSING PARTY may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement.

Receiving Party may create a copy of some Confidential Information in some circumstances.

2neutral

The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that – 8.1 is or was known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party; 8.2 is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party; 8.3 is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement; 8.4 is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such information to the greatest extent possible in the circumstances;

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

1entailment

The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that – 8.1 is or was known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party; 8.2 is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party; 8.3 is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement; 8.4 is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such information to the greatest extent possible in the circumstances; 8.5 is disclosed to a third party pursuant to the prior written authorisation of the Disclosing Party; and 8.6 is received from a third party in circumstances that do not result in a breach of the provisions of this Agreement.

Receiving Party may acquire information similar to Confidential Information from a third party.

1entailment

For avoidance of doubt, in this Agreement “third party” means any party other than Client and AfriGIS and their holding and subsidiary companies or agents.

Receiving Party may share some Confidential Information with some of Receiving Party's employees.

1entailment

The Receiving Party agrees – 3.5.1 not to utilise, exploit or in any other manner whatsoever use the Confidential Information for any purpose whatsoever whether for its own benefit or for that of others without the prior written consent of the Disclosing Party; 3.5.2 that the unauthorised disclosure of the Confidential Information to a third party may cause irreparable loss, harm and damage to the Disclosing Party. Accordingly, the Receiving Party indemnifies and holds the Disclosing Party harmless against any loss, claim, harm or damage, of whatever nature, suffered or sustained by the Disclosing Party pursuant to a breach by the Receiving Party of the provisions of this Agreement. 4 TITLE All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party – 4.1 to be proprietary to the Disclosing Party; and 4.2 not to confer any rights to the Receiving Party of whatever nature in the Confidential Information. 5 RESTRICTIONS ON DISCLOSURE AND USE OF THE CONFIDENTIAL INFORMATION The Receiving Party undertakes not to use the Confidential Information for any purpose other than – 5.1 that for which it is disclosed;

Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.

1entailment

The confidentiality and non-disclosure obligations of the previous paragraphs shall not apply if, and to the extent that: the RECEIVING PARTY can prove that the CONFIDENTIAL INFORMATION was known to the RECEIVING PARTY prior to its receipt from the DISCLOSING PARTY (ii) the CONFIDENTIAL INFORMATION is or becomes part of the public domain other than by the fault of the RECEIVING PARTY; or (iii) the CONFIDENTIAL INFORMATION is rightfully disclosed to the RECEIVING PARTY by a third party that is legally free to disclose such CONFIDENTIAL INFORMATION.

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

2neutral

In the event that the RECEIVING PARTY is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the CONFIDENTIAL INFORMATION, the RECEIVING PARTY shall provide the DISCLOSING PARTY with prompt written notice of any such request or requirement so that the DISCLOSING PARTY may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement.

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

2neutral

In the event that the RECEIVING PARTY is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the CONFIDENTIAL INFORMATION, the RECEIVING PARTY shall provide the DISCLOSING PARTY with prompt written notice of any such request or requirement so that the DISCLOSING PARTY may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement.

Agreement shall not grant Receiving Party any right to Confidential Information.

2neutral

The confidentiality and non-disclosure obligations of the previous paragraphs shall not apply if, and to the extent that: the RECEIVING PARTY can prove that the CONFIDENTIAL INFORMATION was known to the RECEIVING PARTY prior to its receipt from the DISCLOSING PARTY (ii) the CONFIDENTIAL INFORMATION is or becomes part of the public domain other than by the fault of the RECEIVING PARTY; or (iii) the CONFIDENTIAL INFORMATION is rightfully disclosed to the RECEIVING PARTY by a third party that is legally free to disclose such CONFIDENTIAL INFORMATION.

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

2neutral

The Receiving Party agrees – 3.5.1 not to utilise, exploit or in any other manner whatsoever use the Confidential Information for any purpose whatsoever whether for its own benefit or for that of others without the prior written consent of the Disclosing Party; 3.5.2 that the unauthorised disclosure of the Confidential Information to a third party may cause irreparable loss, harm and damage to the Disclosing Party. Accordingly, the Receiving Party indemnifies and holds the Disclosing Party harmless against any loss, claim, harm or damage, of whatever nature, suffered or sustained by the Disclosing Party pursuant to a breach by the Receiving Party of the provisions of this Agreement. 4 TITLE All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party – 4.1 to be proprietary to the Disclosing Party; and 4.2 not to confer any rights to the Receiving Party of whatever nature in the Confidential Information. 5 RESTRICTIONS ON DISCLOSURE AND USE OF THE CONFIDENTIAL INFORMATION The Receiving Party undertakes not to use the Confidential Information for any purpose other than – 5.1 that for which it is disclosed;

Confidential Information shall only include technical information.

2neutral

The Receiving Party agrees – 3.5.1 not to utilise, exploit or in any other manner whatsoever use the Confidential Information for any purpose whatsoever whether for its own benefit or for that of others without the prior written consent of the Disclosing Party; 3.5.2 that the unauthorised disclosure of the Confidential Information to a third party may cause irreparable loss, harm and damage to the Disclosing Party. Accordingly, the Receiving Party indemnifies and holds the Disclosing Party harmless against any loss, claim, harm or damage, of whatever nature, suffered or sustained by the Disclosing Party pursuant to a breach by the Receiving Party of the provisions of this Agreement. 4 TITLE All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party – 4.1 to be proprietary to the Disclosing Party; and 4.2 not to confer any rights to the Receiving Party of whatever nature in the Confidential Information. 5 RESTRICTIONS ON DISCLOSURE AND USE OF THE CONFIDENTIAL INFORMATION The Receiving Party undertakes not to use the Confidential Information for any purpose other than – 5.1 that for which it is disclosed;

All Confidential Information shall be expressly identified by the Disclosing Party.

2neutral

The Receiving Party agrees – 3.5.1 not to utilise, exploit or in any other manner whatsoever use the Confidential Information for any purpose whatsoever whether for its own benefit or for that of others without the prior written consent of the Disclosing Party; 3.5.2 that the unauthorised disclosure of the Confidential Information to a third party may cause irreparable loss, harm and damage to the Disclosing Party. Accordingly, the Receiving Party indemnifies and holds the Disclosing Party harmless against any loss, claim, harm or damage, of whatever nature, suffered or sustained by the Disclosing Party pursuant to a breach by the Receiving Party of the provisions of this Agreement. 4 TITLE All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party – 4.1 to be proprietary to the Disclosing Party; and 4.2 not to confer any rights to the Receiving Party of whatever nature in the Confidential Information. 5 RESTRICTIONS ON DISCLOSURE AND USE OF THE CONFIDENTIAL INFORMATION The Receiving Party undertakes not to use the Confidential Information for any purpose other than – 5.1 that for which it is disclosed;

Some obligations of Agreement may survive termination of Agreement.

2neutral

Borrower shall not be required to keep the Information confidential to the extent that the Information (a) becomes publicly known through means other than a breach of this Agreement by Borrower; (b) was in the possession of Borrower prior to receipt thereof from the Lending Agent; or (c) is independently learned, obtained or developed by Borrower without violating the terms of this Agreement.

Receiving Party may independently develop information similar to Confidential Information.

1entailment

The Receiving Party agrees – 3.5.1 not to utilise, exploit or in any other manner whatsoever use the Confidential Information for any purpose whatsoever whether for its own benefit or for that of others without the prior written consent of the Disclosing Party; 3.5.2 that the unauthorised disclosure of the Confidential Information to a third party may cause irreparable loss, harm and damage to the Disclosing Party. Accordingly, the Receiving Party indemnifies and holds the Disclosing Party harmless against any loss, claim, harm or damage, of whatever nature, suffered or sustained by the Disclosing Party pursuant to a breach by the Receiving Party of the provisions of this Agreement. 4 TITLE All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party – 4.1 to be proprietary to the Disclosing Party; and 4.2 not to confer any rights to the Receiving Party of whatever nature in the Confidential Information. 5 RESTRICTIONS ON DISCLOSURE AND USE OF THE CONFIDENTIAL INFORMATION The Receiving Party undertakes not to use the Confidential Information for any purpose other than – 5.1 that for which it is disclosed;

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

2neutral

The Receiving Party agrees – 3.5.1 not to utilise, exploit or in any other manner whatsoever use the Confidential Information for any purpose whatsoever whether for its own benefit or for that of others without the prior written consent of the Disclosing Party; 3.5.2 that the unauthorised disclosure of the Confidential Information to a third party may cause irreparable loss, harm and damage to the Disclosing Party. Accordingly, the Receiving Party indemnifies and holds the Disclosing Party harmless against any loss, claim, harm or damage, of whatever nature, suffered or sustained by the Disclosing Party pursuant to a breach by the Receiving Party of the provisions of this Agreement. 4 TITLE All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party – 4.1 to be proprietary to the Disclosing Party; and 4.2 not to confer any rights to the Receiving Party of whatever nature in the Confidential Information. 5 RESTRICTIONS ON DISCLOSURE AND USE OF THE CONFIDENTIAL INFORMATION The Receiving Party undertakes not to use the Confidential Information for any purpose other than – 5.1 that for which it is disclosed;

Confidential Information may include verbally conveyed information.

2neutral

The Receiving Party agrees – 3.5.1 not to utilise, exploit or in any other manner whatsoever use the Confidential Information for any purpose whatsoever whether for its own benefit or for that of others without the prior written consent of the Disclosing Party; 3.5.2 that the unauthorised disclosure of the Confidential Information to a third party may cause irreparable loss, harm and damage to the Disclosing Party. Accordingly, the Receiving Party indemnifies and holds the Disclosing Party harmless against any loss, claim, harm or damage, of whatever nature, suffered or sustained by the Disclosing Party pursuant to a breach by the Receiving Party of the provisions of this Agreement. 4 TITLE All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party – 4.1 to be proprietary to the Disclosing Party; and 4.2 not to confer any rights to the Receiving Party of whatever nature in the Confidential Information. 5 RESTRICTIONS ON DISCLOSURE AND USE OF THE CONFIDENTIAL INFORMATION The Receiving Party undertakes not to use the Confidential Information for any purpose other than – 5.1 that for which it is disclosed;

Receiving Party shall not solicit some of Disclosing Party's representatives.

2neutral

Borrower may also disclose the Information to its legal counsel.

Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).

1entailment

The Receiving Party agrees – 3.5.1 not to utilise, exploit or in any other manner whatsoever use the Confidential Information for any purpose whatsoever whether for its own benefit or for that of others without the prior written consent of the Disclosing Party; 3.5.2 that the unauthorised disclosure of the Confidential Information to a third party may cause irreparable loss, harm and damage to the Disclosing Party. Accordingly, the Receiving Party indemnifies and holds the Disclosing Party harmless against any loss, claim, harm or damage, of whatever nature, suffered or sustained by the Disclosing Party pursuant to a breach by the Receiving Party of the provisions of this Agreement. 4 TITLE All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party – 4.1 to be proprietary to the Disclosing Party; and 4.2 not to confer any rights to the Receiving Party of whatever nature in the Confidential Information. 5 RESTRICTIONS ON DISCLOSURE AND USE OF THE CONFIDENTIAL INFORMATION The Receiving Party undertakes not to use the Confidential Information for any purpose other than – 5.1 that for which it is disclosed;

Receiving Party may create a copy of some Confidential Information in some circumstances.

2neutral

The Receiving Party agrees – 3.5.1 not to utilise, exploit or in any other manner whatsoever use the Confidential Information for any purpose whatsoever whether for its own benefit or for that of others without the prior written consent of the Disclosing Party; 3.5.2 that the unauthorised disclosure of the Confidential Information to a third party may cause irreparable loss, harm and damage to the Disclosing Party. Accordingly, the Receiving Party indemnifies and holds the Disclosing Party harmless against any loss, claim, harm or damage, of whatever nature, suffered or sustained by the Disclosing Party pursuant to a breach by the Receiving Party of the provisions of this Agreement. 4 TITLE All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party – 4.1 to be proprietary to the Disclosing Party; and 4.2 not to confer any rights to the Receiving Party of whatever nature in the Confidential Information. 5 RESTRICTIONS ON DISCLOSURE AND USE OF THE CONFIDENTIAL INFORMATION The Receiving Party undertakes not to use the Confidential Information for any purpose other than – 5.1 that for which it is disclosed;

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

2neutral

Borrower shall not be required to keep the Information confidential to the extent that the Information (a) becomes publicly known through means other than a breach of this Agreement by Borrower; (b) was in the possession of Borrower prior to receipt thereof from the Lending Agent; or (c) is independently learned, obtained or developed by Borrower without violating the terms of this Agreement.

Receiving Party may acquire information similar to Confidential Information from a third party.

1entailment

3. Borrower shall limit the distribution of the Information within the firm to only those credit, risk management, regulatory reporting and compliance areas who perform the functions described above.

Receiving Party may share some Confidential Information with some of Receiving Party's employees.

1entailment

2. Borrower shall use the Information solely in its credit, risk management and net capital processes, including, without limitation, functions such as concentration limit monitoring, compliance or legal review, or senior management oversight as Borrower may reasonably deem necessary to comply with regulatory requirements including, without limitation, regulatory capital computation, regulatory reporting and concentration limit monitoring.

Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.

1entailment

The Receiving Party agrees – 3.5.1 not to utilise, exploit or in any other manner whatsoever use the Confidential Information for any purpose whatsoever whether for its own benefit or for that of others without the prior written consent of the Disclosing Party; 3.5.2 that the unauthorised disclosure of the Confidential Information to a third party may cause irreparable loss, harm and damage to the Disclosing Party. Accordingly, the Receiving Party indemnifies and holds the Disclosing Party harmless against any loss, claim, harm or damage, of whatever nature, suffered or sustained by the Disclosing Party pursuant to a breach by the Receiving Party of the provisions of this Agreement. 4 TITLE All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party – 4.1 to be proprietary to the Disclosing Party; and 4.2 not to confer any rights to the Receiving Party of whatever nature in the Confidential Information. 5 RESTRICTIONS ON DISCLOSURE AND USE OF THE CONFIDENTIAL INFORMATION The Receiving Party undertakes not to use the Confidential Information for any purpose other than – 5.1 that for which it is disclosed;

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

2neutral

The Receiving Party agrees – 3.5.1 not to utilise, exploit or in any other manner whatsoever use the Confidential Information for any purpose whatsoever whether for its own benefit or for that of others without the prior written consent of the Disclosing Party; 3.5.2 that the unauthorised disclosure of the Confidential Information to a third party may cause irreparable loss, harm and damage to the Disclosing Party. Accordingly, the Receiving Party indemnifies and holds the Disclosing Party harmless against any loss, claim, harm or damage, of whatever nature, suffered or sustained by the Disclosing Party pursuant to a breach by the Receiving Party of the provisions of this Agreement. 4 TITLE All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party – 4.1 to be proprietary to the Disclosing Party; and 4.2 not to confer any rights to the Receiving Party of whatever nature in the Confidential Information. 5 RESTRICTIONS ON DISCLOSURE AND USE OF THE CONFIDENTIAL INFORMATION The Receiving Party undertakes not to use the Confidential Information for any purpose other than – 5.1 that for which it is disclosed;

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

2neutral

5.1 Each Party acknowledges and agrees that it shall not acquire by implication or otherwise any right or licence on or title to any Confidential Information communicated by or acquired from the other Party;

Agreement shall not grant Receiving Party any right to Confidential Information.

1entailment

Confidential Information: means all confidential information (however recorded, preserved or disclosed) disclosed by a Party or its Representatives to the other Party and that Party's Representatives including but not limited to: (a) the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; (b) the existence and terms of this Agreement;

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

1entailment

Confidential Information: means all confidential information (however recorded, preserved or disclosed) disclosed by a Party or its Representatives to the other Party and that Party's Representatives including but not limited to: (a) the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; (b) the existence and terms of this Agreement; (c) any information relating to: (i) the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party or of the Disclosing Party's Affiliates; and (ii) the operations, processes, product information, know-how, designs, specifications, trade secrets, computer programs or software of the Disclosing Party or of the Disclosing Party's Affiliates; and

Confidential Information shall only include technical information.

0contradiction

The Receiving Party agrees – 3.5.1 not to utilise, exploit or in any other manner whatsoever use the Confidential Information for any purpose whatsoever whether for its own benefit or for that of others without the prior written consent of the Disclosing Party; 3.5.2 that the unauthorised disclosure of the Confidential Information to a third party may cause irreparable loss, harm and damage to the Disclosing Party. Accordingly, the Receiving Party indemnifies and holds the Disclosing Party harmless against any loss, claim, harm or damage, of whatever nature, suffered or sustained by the Disclosing Party pursuant to a breach by the Receiving Party of the provisions of this Agreement. 4 TITLE All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party – 4.1 to be proprietary to the Disclosing Party; and 4.2 not to confer any rights to the Receiving Party of whatever nature in the Confidential Information. 5 RESTRICTIONS ON DISCLOSURE AND USE OF THE CONFIDENTIAL INFORMATION The Receiving Party undertakes not to use the Confidential Information for any purpose other than – 5.1 that for which it is disclosed;

All Confidential Information shall be expressly identified by the Disclosing Party.

2neutral

The obligations of each Party shall, notwithstanding any earlier termination of negotiations or discussions between the Parties in relation to the Purpose, continue for a period of five (5) years from the termination of this Agreement.

Some obligations of Agreement may survive termination of Agreement.

1entailment

The confidentiality undertakings at clauses 2 and 3 above shall not apply to any Confidential Information which the Recipient Party can prove: (a) is or becomes generally available to the public other than as a result of its disclosure by the Recipient Party or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the Party to whom the information relates; or (b) is in its possession or known to it by being in its use or being recorded in its files or computers or other recording media, without any confidentiality obligation, prior to the disclosure thereof by the Disclosing Party; or (c) was obtained legally from any third party, and is not the subject of any restriction as to its use or disclosure imposed by or on that third party at the time of provision; or (d) is developed by the Recipient Party independently of the information disclosed by the Disclosing Party.

Receiving Party may independently develop information similar to Confidential Information.

1entailment

The Receiving Party agrees – 3.5.1 not to utilise, exploit or in any other manner whatsoever use the Confidential Information for any purpose whatsoever whether for its own benefit or for that of others without the prior written consent of the Disclosing Party; 3.5.2 that the unauthorised disclosure of the Confidential Information to a third party may cause irreparable loss, harm and damage to the Disclosing Party. Accordingly, the Receiving Party indemnifies and holds the Disclosing Party harmless against any loss, claim, harm or damage, of whatever nature, suffered or sustained by the Disclosing Party pursuant to a breach by the Receiving Party of the provisions of this Agreement. 4 TITLE All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party – 4.1 to be proprietary to the Disclosing Party; and 4.2 not to confer any rights to the Receiving Party of whatever nature in the Confidential Information. 5 RESTRICTIONS ON DISCLOSURE AND USE OF THE CONFIDENTIAL INFORMATION The Receiving Party undertakes not to use the Confidential Information for any purpose other than – 5.1 that for which it is disclosed;

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

2neutral

Confidential Information: means all confidential information (however recorded, preserved or disclosed) disclosed by a Party or its Representatives to the other Party and that Party's Representatives including but not limited to:

Confidential Information may include verbally conveyed information.

1entailment

The Receiving Party agrees – 3.5.1 not to utilise, exploit or in any other manner whatsoever use the Confidential Information for any purpose whatsoever whether for its own benefit or for that of others without the prior written consent of the Disclosing Party; 3.5.2 that the unauthorised disclosure of the Confidential Information to a third party may cause irreparable loss, harm and damage to the Disclosing Party. Accordingly, the Receiving Party indemnifies and holds the Disclosing Party harmless against any loss, claim, harm or damage, of whatever nature, suffered or sustained by the Disclosing Party pursuant to a breach by the Receiving Party of the provisions of this Agreement. 4 TITLE All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party – 4.1 to be proprietary to the Disclosing Party; and 4.2 not to confer any rights to the Receiving Party of whatever nature in the Confidential Information. 5 RESTRICTIONS ON DISCLOSURE AND USE OF THE CONFIDENTIAL INFORMATION The Receiving Party undertakes not to use the Confidential Information for any purpose other than – 5.1 that for which it is disclosed;

Receiving Party shall not solicit some of Disclosing Party's representatives.

2neutral

Representative(s): means employees, agents, officers, professional advisers and Affiliates of the Recipient Party. Clause headings shall not affect the interpretation of this Agreement. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it. References to clauses are to the clauses of this Agreement. 2. Confidentiality Undertaking In consideration of the mutual disclosure of Confidential Information the Recipient Party undertakes:- (a) to keep secret and confidential all Confidential Information of the Disclosing Party; (b) to use or apply the Confidential Information of the Disclosing Party solely for the Purpose and so as to determine whether or not and on what terms the Parties might wish to proceed; (c) not to use, copy, adapt, alter, disclose or part with possession of or apply the Confidential Information of the Disclosing Party for any other purpose or its own purposes other than as described in paragraph (b) above; (d) not at any time, whether the negotiations proceed or not, to copy, disclose or otherwise make available to any third party without the written consent of the Disclosing Party, any of the Confidential Information of the Disclosing Party other than to its Representatives who are required for the Purpose to receive and consider the Confidential Information provided that the Recipient Party informs its Representatives of the confidential nature of the Confidential Information before disclosure and procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient Party and the Recipient Party shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement;

Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).

1entailment

The Receiving Party agrees – 3.5.1 not to utilise, exploit or in any other manner whatsoever use the Confidential Information for any purpose whatsoever whether for its own benefit or for that of others without the prior written consent of the Disclosing Party; 3.5.2 that the unauthorised disclosure of the Confidential Information to a third party may cause irreparable loss, harm and damage to the Disclosing Party. Accordingly, the Receiving Party indemnifies and holds the Disclosing Party harmless against any loss, claim, harm or damage, of whatever nature, suffered or sustained by the Disclosing Party pursuant to a breach by the Receiving Party of the provisions of this Agreement. 4 TITLE All Confidential Information disclosed by the Disclosing Party to the Receiving Party is acknowledged by the Receiving Party – 4.1 to be proprietary to the Disclosing Party; and 4.2 not to confer any rights to the Receiving Party of whatever nature in the Confidential Information. 5 RESTRICTIONS ON DISCLOSURE AND USE OF THE CONFIDENTIAL INFORMATION The Receiving Party undertakes not to use the Confidential Information for any purpose other than – 5.1 that for which it is disclosed;

Receiving Party may create a copy of some Confidential Information in some circumstances.

2neutral

The Recipient Party may disclose Confidential Information to the extent required: (a) by any order of any court of competent jurisdiction or any competent judicial, governmental, regulatory or supervisory body; (b) by the rules of any listing authority, stock exchange or any regulatory or supervisory body with which the Recipient Party is bound to comply; or (c) by applicable laws or regulations, provided that before it discloses any Confidential Information the Recipient Party will, to the extent permitted by applicable law and regulation, inform the Disclosing Party of the full circumstances and the information required to be disclosed, consult with the Disclosing Party as to possible steps to avoid or limit disclosure, take such of those steps as the Disclosing Party may reasonably require and, where the disclosure is to be by way of a public announcement, make reasonable efforts to agree the wording of the announcement with the Disclosing Party in advance.

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

1entailment

The confidentiality undertakings at clauses 2 and 3 above shall not apply to any Confidential Information which the Recipient Party can prove: (a) is or becomes generally available to the public other than as a result of its disclosure by the Recipient Party or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the Party to whom the information relates; or (b) is in its possession or known to it by being in its use or being recorded in its files or computers or other recording media, without any confidentiality obligation, prior to the disclosure thereof by the Disclosing Party; or (c) was obtained legally from any third party, and is not the subject of any restriction as to its use or disclosure imposed by or on that third party at the time of provision; or

Receiving Party may acquire information similar to Confidential Information from a third party.

1entailment

Representative(s): means employees, agents, officers, professional advisers and Affiliates of the Recipient Party. Clause headings shall not affect the interpretation of this Agreement. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it. References to clauses are to the clauses of this Agreement. 2. Confidentiality Undertaking In consideration of the mutual disclosure of Confidential Information the Recipient Party undertakes:- (a) to keep secret and confidential all Confidential Information of the Disclosing Party; (b) to use or apply the Confidential Information of the Disclosing Party solely for the Purpose and so as to determine whether or not and on what terms the Parties might wish to proceed; (c) not to use, copy, adapt, alter, disclose or part with possession of or apply the Confidential Information of the Disclosing Party for any other purpose or its own purposes other than as described in paragraph (b) above; (d) not at any time, whether the negotiations proceed or not, to copy, disclose or otherwise make available to any third party without the written consent of the Disclosing Party, any of the Confidential Information of the Disclosing Party other than to its Representatives who are required for the Purpose to receive and consider the Confidential Information provided that the Recipient Party informs its Representatives of the confidential nature of the Confidential Information before disclosure and procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient Party and the Recipient Party shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement;

Receiving Party may share some Confidential Information with some of Receiving Party's employees.

1entailment

In consideration of the mutual disclosure of Confidential Information the Recipient Party undertakes:- (a) to keep secret and confidential all Confidential Information of the Disclosing Party; (b) to use or apply the Confidential Information of the Disclosing Party solely for the Purpose and so as to determine whether or not and on what terms the Parties might wish to proceed; (c) not to use, copy, adapt, alter, disclose or part with possession of or apply the Confidential Information of the Disclosing Party for any other purpose or its own purposes other than as described in paragraph

Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.

1entailment

Confidential Information: means all confidential information (however recorded, preserved or disclosed) disclosed by a Party or its Representatives to the other Party and that Party's Representatives including but not limited to: (a) the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; (b) the existence and terms of this Agreement; (c) any information relating to: (i) the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party or of the Disclosing Party's Affiliates; and (ii) the operations, processes, product information, know-how, designs, specifications, trade secrets, computer programs or software of the Disclosing Party or of the Disclosing Party's Affiliates; and

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

2neutral

The obligations of each Party shall, notwithstanding any earlier termination of negotiations or discussions between the Parties in relation to the Purpose, continue for a period of five (5) years from the termination of this Agreement.

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

2neutral

All information learned or developed pursuant to this Agreement shall be "Confidential Information" as defined in this Agreement and shall be the property of State.

Agreement shall not grant Receiving Party any right to Confidential Information.

1entailment

Confidential Information: means all confidential information (however recorded, preserved or disclosed) disclosed by a Party or its Representatives to the other Party and that Party's Representatives including but not limited to: (a) the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; (b) the existence and terms of this Agreement;

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

2neutral

As used in this Agreement, "Confidential Information" shall mean any and all technical and non-technical information about State, including, but not limited to data and information processed by State in connection with evaluating the Services. The term shall also include all "protected health information" (as defined by 45 C.F.R. § 160.103) and any other personally identifiable information ("PII") regarding any individual who is, or may become, eligible for the State's Plan (including, but not limited to, such Plan's travel benefit).

Confidential Information shall only include technical information.

0contradiction

Failure to mark any of the Confidential Information as confidential or proprietary shall not affect its status as Confidential Information.

All Confidential Information shall be expressly identified by the Disclosing Party.

0contradiction

The restrictions and obligations under this Agreement shall survive any expiration, termination or cancellation of this Agreement and shall continue to bind Recipient, its successors and assigns.

Some obligations of Agreement may survive termination of Agreement.

1entailment

The confidentiality undertakings at clauses 2 and 3 above shall not apply to any Confidential Information which the Recipient Party can prove: (a) is or becomes generally available to the public other than as a result of its disclosure by the Recipient Party or its Representatives in breach of this Agreement or of any other undertaking of confidentiality addressed to the Party to whom the information relates; or (b) is in its possession or known to it by being in its use or being recorded in its files or computers or other recording media, without any confidentiality obligation, prior to the disclosure thereof by the Disclosing Party; or (c) was obtained legally from any third party, and is not the subject of any restriction as to its use or disclosure imposed by or on that third party at the time of provision; or (d) is developed by the Recipient Party independently of the information disclosed by the Disclosing Party.

Receiving Party may independently develop information similar to Confidential Information.

2neutral

The Recipient Party may disclose Confidential Information to the extent required: (a) by any order of any court of competent jurisdiction or any competent judicial, governmental, regulatory or supervisory body; (b) by the rules of any listing authority, stock exchange or any regulatory or supervisory body with which the Recipient Party is bound to comply; or (c) by applicable laws or regulations, provided that before it discloses any Confidential Information the Recipient Party will, to the extent permitted by applicable law and regulation, inform the Disclosing Party of the full circumstances and the information required to be disclosed, consult with the Disclosing Party as to possible steps to avoid or limit disclosure, take such of those steps as the Disclosing Party may reasonably require and, where the disclosure is to be by way of a public announcement, make reasonable efforts to agree the wording of the announcement with the Disclosing Party in advance.

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

2neutral

All Confidential Information (a) supplied by any employee, agent, consultant, or independent contractor of State ("State Representatives") to the Recipient or any employee, agent, officer, director, shareholder, independent contractor or representative of the Recipient (collectively, the "Recipient Representatives"), (b) obtained by the Recipient or any Recipient Representatives from any documents, meetings or telephone conversations with any State Representatives or from books or records of State, (c) obtained by the Recipient or any Recipient Representatives or in any other manner including through hosting the software evaluation on Recipient's website, or (d) jointly or individually developed by State and/or Recipient shall be protected and maintained by the Recipient on a confidential basis and the Recipient shall not use any of the Confidential Information for any purposes (other than as permitted by this Agreement).

Confidential Information may include verbally conveyed information.

1entailment

Confidential Information: means all confidential information (however recorded, preserved or disclosed) disclosed by a Party or its Representatives to the other Party and that Party's Representatives including but not limited to: (a) the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; (b) the existence and terms of this Agreement; (c) any information relating to: (i) the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party or of the Disclosing Party's Affiliates; and (ii) the operations, processes, product information, know-how, designs, specifications, trade secrets, computer programs or software of the Disclosing Party or of the Disclosing Party's Affiliates; and

Receiving Party shall not solicit some of Disclosing Party's representatives.

2neutral

The Recipient shall refrain from directly or indirectly disclosing any of the Confidential Information to any person, firm, fund, or entity, or knowingly making any Confidential Information available to any others for any use (other than as permitted by this Agreement). Failure to mark any of the Confidential Information as confidential or proprietary shall not affect its status as Confidential Information. In furtherance and not in limitation of the foregoing provisions, the Recipient shall: (a) Restrict disclosure of the Confidential Information only to those of the persons as may be absolutely necessary;

Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).

1entailment

The Recipient Party may disclose Confidential Information to the extent required: (a) by any order of any court of competent jurisdiction or any competent judicial, governmental, regulatory or supervisory body; (b) by the rules of any listing authority, stock exchange or any regulatory or supervisory body with which the Recipient Party is bound to comply; or (c) by applicable laws or regulations, provided that before it discloses any Confidential Information the Recipient Party will, to the extent permitted by applicable law and regulation, inform the Disclosing Party of the full circumstances and the information required to be disclosed, consult with the Disclosing Party as to possible steps to avoid or limit disclosure, take such of those steps as the Disclosing Party may reasonably require and, where the disclosure is to be by way of a public announcement, make reasonable efforts to agree the wording of the announcement with the Disclosing Party in advance.

Receiving Party may create a copy of some Confidential Information in some circumstances.

2neutral

Recipient shall promptly notify State if it receives a subpoena or other legal process seeking the disclosure of Confidential Information.

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

1entailment

This Agreement shall not apply to specific information if: (a) The information is or later becomes generally available to the public, except as a result of an unauthorized disclosure by the Recipient or Recipient Representatives; (b) State gives its prior written consent to the disclosure of information or the waiver of any provision of this Agreement; or (c) The information is disclosed to the Recipient by a third party (except an employee or former employee of Recipient or its affiliates) who is not under a legal restriction not to so disclose such information.

Receiving Party may acquire information similar to Confidential Information from a third party.

1entailment

The Recipient shall refrain from directly or indirectly disclosing any of the Confidential Information to any person, firm, fund, or entity, or knowingly making any Confidential Information available to any others for any use (other than as permitted by this Agreement). Failure to mark any of the Confidential Information as confidential or proprietary shall not affect its status as Confidential Information. In furtherance and not in limitation of the foregoing provisions, the Recipient shall: (a) Restrict disclosure of the Confidential Information only to those of the persons as may be absolutely necessary;

Receiving Party may share some Confidential Information with some of Receiving Party's employees.

1entailment

All Confidential Information (a) supplied by any employee, agent, consultant, or independent contractor of State ("State Representatives") to the Recipient or any employee, agent, officer, director, shareholder, independent contractor or representative of the Recipient (collectively, the "Recipient Representatives"), (b) obtained by the Recipient or any Recipient Representatives from any documents, meetings or telephone conversations with any State Representatives or from books or records of State, (c) obtained by the Recipient or any Recipient Representatives or in any other manner including through hosting the software evaluation on Recipient's website, or (d) jointly or individually developed by State and/or Recipient shall be protected and maintained by the Recipient on a confidential basis and the Recipient shall not use any of the Confidential Information for any purposes (other than as permitted by this Agreement). The Recipient shall refrain from directly or indirectly disclosing any of the Confidential Information to any person, firm, fund, or entity, or knowingly making any Confidential Information available to any others for any use (other than as permitted by this Agreement). Failure to mark any of the Confidential Information as confidential or proprietary shall not affect its status as Confidential Information. In furtherance and not in limitation of the foregoing provisions, the Recipient shall: (a) Restrict disclosure of the Confidential Information only to those of the persons as may be absolutely necessary; (b) Advise all persons to whom Confidential Information is disclosed of the strict obligations of confidentiality hereunder; and (c) Take such steps to protect the confidentiality of the Confidential Information as may be taken to protect the Recipient's own confidential materials, but in no event shall the Recipient use less than a reasonable degree of care. In addition to the foregoing, Recipient agrees to use reasonable and appropriate administrative, physical and technological safeguards to: (i) prevent use or disclosure of the Confidential Information other than as provided for by this Agreement; and

Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.

1entailment

The Recipient shall refrain from directly or indirectly disclosing any of the Confidential Information to any person, firm, fund, or entity, or knowingly making any Confidential Information available to any others for any use (other than as permitted by this Agreement). Failure to mark any of the Confidential Information as confidential or proprietary shall not affect its status as Confidential Information. In furtherance and not in limitation of the foregoing provisions, the Recipient shall: (a) Restrict disclosure of the Confidential Information only to those of the persons as may be absolutely necessary;

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

2neutral

The restrictions and obligations under this Agreement shall survive any expiration, termination or cancellation of this Agreement and shall continue to bind Recipient, its successors and assigns.

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

2neutral

The Recipient shall refrain from directly or indirectly disclosing any of the Confidential Information to any person, firm, fund, or entity, or knowingly making any Confidential Information available to any others for any use (other than as permitted by this Agreement). Failure to mark any of the Confidential Information as confidential or proprietary shall not affect its status as Confidential Information. In furtherance and not in limitation of the foregoing provisions, the Recipient shall: (a) Restrict disclosure of the Confidential Information only to those of the persons as may be absolutely necessary;

Agreement shall not grant Receiving Party any right to Confidential Information.

2neutral