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Bats Research 23

8.1 Each party to this agreement shall execute and deliver such other documents and do such other acts and things as may be necessary or desirable to give effect to the terms and provisions of this agreement. This may include the return and/or distraction of documents, information, files, emails and the like that came to be in his/her possession during his/her tenure as a Board- and/or Committee member, upon resignation or removal from such a position.

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

2neutral

All Confidential Information remains the property of Discloser and no licence or any other rights to the Confidential Information is granted to Recipient under this Agreement.

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

1entailment

3.1 "Information" shall for the purposes of this agreement include, without limitation, any technical, commercial, scientific information, know-how, trade secrets, processes, machinery, designs, drawings, technical specifications, clients, prospects, historical and forecast financial information, organisational and operational structure and data in whatever form, communicated to the receiving party or acquired by the receiving party from the disclosing party during the course of the parties' association with one another.

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

2neutral

3.1 "Information" shall for the purposes of this agreement include, without limitation, any technical, commercial, scientific information, know-how, trade secrets, processes, machinery, designs, drawings, technical specifications, clients, prospects, historical and forecast financial information, organisational and operational structure and data in whatever form, communicated to the receiving party or acquired by the receiving party from the disclosing party during the course of the parties' association with one another.

Confidential Information shall only include technical information.

2neutral

Confidential Information means any information disclosed by one party (the ‘Discloser’) to the other (the ‘Recipient’) relating directly or indirectly to Name of Technology/Project, file # which is identified by the Discloser, either orally or in writing, as confidential, either at the time of disclosure or, if disclosed orally, confirmed in writing within thirty (30) days following the original disclosure.

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

1entailment

This Agreement and Recipient’s obligation to keep Confidential Information confidential expires three (3) years after the Effective Date.

Some obligations of Agreement may survive termination of Agreement.

0contradiction

This Agreement does not apply to information that: i. was available to the public at the time of disclosure, or subsequently became available to the public without fault of Recipient; ii. was known to Recipient at the time of disclosure or was independently developed by Recipient, provided there is adequate documentation to confirm such prior knowledge or independent development;

Receiving Party may independently develop information similar to Confidential Information.

1entailment

Recipient may retain one archival copy of such Confidential Information for the sole purpose of establishing the extent of the disclosure of such Confidential Information, provided that such information is not used by Recipient for any other purpose and is subject to the confidentiality requirements set out in this Agreement.

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

1entailment

Confidential Information means any information disclosed by one party (the ‘Discloser’) to the other (the ‘Recipient’) relating directly or indirectly to Name of Technology/Project, file # which is identified by the Discloser, either orally or in writing, as confidential, either at the time of disclosure or, if disclosed orally, confirmed in writing within thirty (30) days following the original disclosure.

Confidential Information may include verbally conveyed information.

1entailment

3.1 "Information" shall for the purposes of this agreement include, without limitation, any technical, commercial, scientific information, know-how, trade secrets, processes, machinery, designs, drawings, technical specifications, clients, prospects, historical and forecast financial information, organisational and operational structure and data in whatever form, communicated to the receiving party or acquired by the receiving party from the disclosing party during the course of the parties' association with one another.

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

2neutral

Recipient may only disclose the Confidential Information to its employees, directors, officers, agents, students (in University’s case) and consultants who have a need-to-know the Confidential Information for the Permitted Purpose, provided that they are advised of the confidential nature of the Confidential Information and are under an obligation to maintain its confidentiality.

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

1entailment

8.1 Each party to this agreement shall execute and deliver such other documents and do such other acts and things as may be necessary or desirable to give effect to the terms and provisions of this agreement. This may include the return and/or distraction of documents, information, files, emails and the like that came to be in his/her possession during his/her tenure as a Board- and/or Committee member, upon resignation or removal from such a position.

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

2neutral

This Agreement does not apply to information that: i. was available to the public at the time of disclosure, or subsequently became available to the public without fault of Recipient; ii. was known to Recipient at the time of disclosure or was independently developed by Recipient, provided there is adequate documentation to confirm such prior knowledge or independent development; iii. was received by Recipient from a third party and Recipient was not aware that the third party had a duty of confidentiality to Discloser in respect of the information; iv. is used or disclosed by Recipient with Discloser’s prior written approval; or v. is required to be disclosed by law, provided that Recipient gives Discloser sufficient prior written notice of any such disclosure to allow Discloser to contest the disclosure.

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 does not apply to information that: i. was available to the public at the time of disclosure, or subsequently became available to the public without fault of Recipient; ii. was known to Recipient at the time of disclosure or was independently developed by Recipient, provided there is adequate documentation to confirm such prior knowledge or independent development; iii. was received by Recipient from a third party and Recipient was not aware that the third party had a duty of confidentiality to Discloser in respect of the information;

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

1entailment

Recipient may only disclose the Confidential Information to its employees, directors, officers, agents, students (in University’s case) and consultants who have a need-to-know the Confidential Information for the Permitted Purpose, provided that they are advised of the confidential nature of the Confidential Information and are under an obligation to maintain its confidentiality.

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

1entailment

Recipient may only use the Confidential Information for the purpose of type of purpose/or a research collaboration and not for any commercial purpose (‘Permitted Purpose’). Recipient must not use the Confidential Information for any other purpose without the prior written approval of Discloser.

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

1entailment

3.1 "Information" shall for the purposes of this agreement include, without limitation, any technical, commercial, scientific information, know-how, trade secrets, processes, machinery, designs, drawings, technical specifications, clients, prospects, historical and forecast financial information, organisational and operational structure and data in whatever form, communicated to the receiving party or acquired by the receiving party from the disclosing party during the course of the parties' association with one another.

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

2neutral

8.1 Each party to this agreement shall execute and deliver such other documents and do such other acts and things as may be necessary or desirable to give effect to the terms and provisions of this agreement. This may include the return and/or distraction of documents, information, files, emails and the like that came to be in his/her possession during his/her tenure as a Board- and/or Committee member, upon resignation or removal from such a position.

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

2neutral

6. No license, express or implied, in the Confidential Information is granted to either party other than to use the information in the manner and to the extent authorized by this Agreement. Each Party shall retain the title and full ownership rights to their respective “Confidential Information”.

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

1entailment

3.1 "Information" shall for the purposes of this agreement include, without limitation, any technical, commercial, scientific information, know-how, trade secrets, processes, machinery, designs, drawings, technical specifications, clients, prospects, historical and forecast financial information, organisational and operational structure and data in whatever form, communicated to the receiving party or acquired by the receiving party from the disclosing party during the course of the parties' association with one another.

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

2neutral

Such Confidential Information may include, but is not limited to, business plans, forecasts, content, processes, projections or analysis, software, hardware, product, or system designs, specifications, documentation, code, structure, or protocols.

Confidential Information shall only include technical information.

0contradiction

1. Confidential Information is defined as any information, whether written or verbal, of either party hereto, (Disclosing Party) which is disclosed to or observed by the other party (Receiving Party) in connection with or as a result of the evaluation of any possible transaction between the University of Arkansas at Little Rock and ______________________________ and which is, at the time of disclosure, marked as being Confidential or Proprietary, or is reasonably identifiable as confidential, proprietary information of the Disclosing Party pertaining to information in the areas of (subject matter): _______________________________________________ ___________________________.

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

0contradiction

Recipient may only use the Confidential Information for the purpose of type of purpose/or a research collaboration and not for any commercial purpose (‘Permitted Purpose’). Recipient must not use the Confidential Information for any other purpose without the prior written approval of Discloser.

Some obligations of Agreement may survive termination of Agreement.

2neutral

3. Notwithstanding any other provisions of the Agreement, each party acknowledges that Confidential Information shall not include any information which: a. was known to the Receiving Party prior to the disclosure hereunder; b. was received from a third party not under an obligation of confidence to Receiving Party; c. is in the public domain at the time of disclosure hereunder or subsequently entered in the public domain without the fault of the Receiving Party; d. has been independently developed by an employee of the Receiving Party that has not had access directly or indirectly to Confidential Information, and Receiving Party can substantiate any claim of independent development by written evidence; or

Receiving Party may independently develop information similar to Confidential Information.

1entailment

One copy of such documentation shall be retained by Receiving Party for archival/legal purposes.

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

1entailment

1. Confidential Information is defined as any information, whether written or verbal, of either party hereto, (Disclosing Party) which is disclosed to or observed by the other party (Receiving Party) in connection with or as a result of the evaluation of any possible transaction between the University of Arkansas at Little Rock and ______________________________ and which is, at the time of disclosure, marked as being Confidential or Proprietary, or is reasonably identifiable as confidential, proprietary information of the Disclosing Party pertaining to information in the areas of (subject matter): _______________________________________________ ___________________________. Such Confidential Information may include, but is not limited to, business plans, forecasts, content, processes, projections or analysis, software, hardware, product, or system designs, specifications, documentation, code, structure, or protocols. Confidential Information that is disclosed verbally will also be included as proprietary.

Confidential Information may include verbally conveyed information.

1entailment

Recipient may only use the Confidential Information for the purpose of type of purpose/or a research collaboration and not for any commercial purpose (‘Permitted Purpose’). Recipient must not use the Confidential Information for any other purpose without the prior written approval of Discloser.

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

2neutral

Recipient may only use the Confidential Information for the purpose of type of purpose/or a research collaboration and not for any commercial purpose (‘Permitted Purpose’). Recipient must not use the Confidential Information for any other purpose without the prior written approval of Discloser.

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

2neutral

2. Unless expressly authorized in writing by the Disclosing Party, the Receiving Party agrees to retain the Confidential Information in confidence and shall not copy or disclose the Confidential Information to or use the Confidential Information for the benefit of any third party.

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

0contradiction

3. Notwithstanding any other provisions of the Agreement, each party acknowledges that Confidential Information shall not include any information which: a. was known to the Receiving Party prior to the disclosure hereunder; b. was received from a third party not under an obligation of confidence to Receiving Party; c. is in the public domain at the time of disclosure hereunder or subsequently entered in the public domain without the fault of the Receiving Party; d. has been independently developed by an employee of the Receiving Party that has not had access directly or indirectly to Confidential Information, and Receiving Party can substantiate any claim of independent development by written evidence; or e. is required to be disclosed by law, provided however that the Receiving Party shall give immediate notice of any such request for disclosure and cooperate with the Disclosing Party in its efforts to obtain a protective order or other protection from the requirement or consequences of disclosure.

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

1entailment

3. Notwithstanding any other provisions of the Agreement, each party acknowledges that Confidential Information shall not include any information which: a. was known to the Receiving Party prior to the disclosure hereunder; b. was received from a third party not under an obligation of confidence to Receiving Party;

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

1entailment

Confidential Information shall only be disclosed to the Receiving Party’s employees and, even then, only to the extent that such employees have a specific need to know of the Confidential information, for the evaluation of the proposed transaction.

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

1entailment

Recipient may only use the Confidential Information for the purpose of type of purpose/or a research collaboration and not for any commercial purpose (‘Permitted Purpose’). Recipient must not use the Confidential Information for any other purpose without the prior written approval of Discloser.

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

2neutral

Recipient may only use the Confidential Information for the purpose of type of purpose/or a research collaboration and not for any commercial purpose (‘Permitted Purpose’). Recipient must not use the Confidential Information for any other purpose without the prior written approval of Discloser.

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

2neutral

Recipient may only use the Confidential Information for the purpose of type of purpose/or a research collaboration and not for any commercial purpose (‘Permitted Purpose’). Recipient must not use the Confidential Information for any other purpose without the prior written approval of Discloser.

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

2neutral

If the Recipient is an employee of a federal or state agency, he/she must note that the Classified Information is not the property of the agency, and is not subject to Freedom of Information Act, Vermont’s Public Records Act , or similar statutes.

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

1entailment

Recipient may only use the Confidential Information for the purpose of type of purpose/or a research collaboration and not for any commercial purpose (‘Permitted Purpose’). Recipient must not use the Confidential Information for any other purpose without the prior written approval of Discloser.

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

2neutral

For purposes of this agreement, CI shall mean any confidential, proprietary or trade secret information that is owned or controlled, or is specifically marked or identified as “Confidential”, by VELCO prior to disclosure to Recipient.

Confidential Information shall only include technical information.

0contradiction

For purposes of this agreement, CI shall mean any confidential, proprietary or trade secret information that is owned or controlled, or is specifically marked or identified as “Confidential”, by VELCO prior to disclosure to Recipient.

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

0contradiction

The Recipient/ remains bound by these provisions unless VELCO rescinds the Classified Information designation.

Some obligations of Agreement may survive termination of Agreement.

1entailment

Recipient may only use the Confidential Information for the purpose of type of purpose/or a research collaboration and not for any commercial purpose (‘Permitted Purpose’). Recipient must not use the Confidential Information for any other purpose without the prior written approval of Discloser.

Receiving Party may independently develop information similar to Confidential Information.

2neutral

Recipient may only use the Confidential Information for the purpose of type of purpose/or a research collaboration and not for any commercial purpose (‘Permitted Purpose’). Recipient must not use the Confidential Information for any other purpose without the prior written approval of Discloser.

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

2neutral

For purposes of this Agreement, “BCSI” shall mean: (i) all information designated as such by VELCO, whether furnished before or after the date hereof, whether oral, written or recorded/electronic, and regardless of the manner in which it is furnished; and (ii) all reports, summaries, compilations, analyses, notes or other information which contain such information. Written information containing BCSI furnished by VELCO shall be labeled “Confidential BCSI.” Section II: Critical Energy Infrastructure Information (CEII) For purposes of this Agreement, CEII shall mean: (i) all information designated as such by VELCO, whether furnished before or after the date hereof, whether oral, written or recorded/electronic, and regardless of the manner in which it is furnished; and (ii) all reports, summaries, compilations, analyses, notes or other information which contain such information. Written information containing CEII that is furnished by VELCO shall be labeled “Confidential CEII”. Section III: Business Confidential Information (CI) For purposes of this agreement, CI shall mean any confidential, proprietary or trade secret information that is owned or controlled, or is specifically marked or identified as “Confidential”, by VELCO prior to disclosure to Recipient. It includes information of third parties in VELCO’s possession that VELCO is obligated to keep confidential. CI subject to this Agreement may be in intangible form, such as information communicated orally or by visual observation, or may be embodied in tangible form, such as a document.

Confidential Information may include verbally conveyed information.

1entailment

Recipient may only use the Confidential Information for the purpose of type of purpose/or a research collaboration and not for any commercial purpose (‘Permitted Purpose’). Recipient must not use the Confidential Information for any other purpose without the prior written approval of Discloser.

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

2neutral

The foregoing notwithstanding, the Recipient may disclose classified information to its employees or contractors (hereafter Representatives) to the extent each such Representative has a need to know such information to conduct the work referenced in the Whereas clauses, and shall comply with Recipient’s obligations under this Agreement.

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

1entailment

Recipient may only use the Confidential Information for the purpose of type of purpose/or a research collaboration and not for any commercial purpose (‘Permitted Purpose’). Recipient must not use the Confidential Information for any other purpose without the prior written approval of Discloser.

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

2neutral

5. In the event that the Recipient is required to disclose Classified Information by subpoena, law or other directive of a court, administrative agency, or arbitration panel, the Recipient will provide VELCO with immediate notice of such request in order to enable VELCO (and Recipient shall cooperate fully with VELCO) to seek an appropriate protective order or other remedy.

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

1entailment

Recipient may only use the Confidential Information for the purpose of type of purpose/or a research collaboration and not for any commercial purpose (‘Permitted Purpose’). Recipient must not use the Confidential Information for any other purpose without the prior written approval of Discloser.

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

2neutral

The foregoing notwithstanding, the Recipient may disclose classified information to its employees or contractors (hereafter Representatives) to the extent each such Representative has a need to know such information to conduct the work referenced in the Whereas clauses, and shall comply with Recipient’s obligations under this Agreement.

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

1entailment

4. Recipient and each of its Representatives shall use all Classified Information disclosed by VELCO solely in connection with the work referenced in the Whereas clauses and shall not use, directly or indirectly, any information for any other purpose without VELCO’s prior written consent. A Recipient will not use or allow a Representative to use Classified Information directly or indirectly for any illegal purpose, non-legitimate purpose, or any purpose other than the work referenced in the Whereas clause.

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

1entailment

For purposes of this Agreement, “BCSI” shall mean: (i) all information designated as such by VELCO, whether furnished before or after the date hereof, whether oral, written or recorded/electronic, and regardless of the manner in which it is furnished; and (ii) all reports, summaries, compilations, analyses, notes or other information which contain such information. Written information containing BCSI furnished by VELCO shall be labeled “Confidential BCSI.” Section II: Critical Energy Infrastructure Information (CEII) For purposes of this Agreement, CEII shall mean: (i) all information designated as such by VELCO, whether furnished before or after the date hereof, whether oral, written or recorded/electronic, and regardless of the manner in which it is furnished; and (ii) all reports, summaries, compilations, analyses, notes or other information which contain such information. Written information containing CEII that is furnished by VELCO shall be labeled “Confidential CEII”. Section III: Business Confidential Information (CI) For purposes of this agreement, CI shall mean any confidential, proprietary or trade secret information that is owned or controlled, or is specifically marked or identified as “Confidential”, by VELCO prior to disclosure to Recipient. It includes information of third parties in VELCO’s possession that VELCO is obligated to keep confidential. CI subject to this Agreement may be in intangible form, such as information communicated orally or by visual observation, or may be embodied in tangible form, such as a document.

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

2neutral

For purposes of this Agreement, “BCSI” shall mean: (i) all information designated as such by VELCO, whether furnished before or after the date hereof, whether oral, written or recorded/electronic, and regardless of the manner in which it is furnished; and (ii) all reports, summaries, compilations, analyses, notes or other information which contain such information. Written information containing BCSI furnished by VELCO shall be labeled “Confidential BCSI.” Section II: Critical Energy Infrastructure Information (CEII) For purposes of this Agreement, CEII shall mean: (i) all information designated as such by VELCO, whether furnished before or after the date hereof, whether oral, written or recorded/electronic, and regardless of the manner in which it is furnished; and (ii) all reports, summaries, compilations, analyses, notes or other information which contain such information. Written information containing CEII that is furnished by VELCO shall be labeled “Confidential CEII”. Section III: Business Confidential Information (CI) For purposes of this agreement, CI shall mean any confidential, proprietary or trade secret information that is owned or controlled, or is specifically marked or identified as “Confidential”, by VELCO prior to disclosure to Recipient. It includes information of third parties in VELCO’s possession that VELCO is obligated to keep confidential. CI subject to this Agreement may be in intangible form, such as information communicated orally or by visual observation, or may be embodied in tangible form, such as a document.

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

2neutral

Recipient shall not alter or delete any markings on any Information or Item restricting its disclosure, use or reproduction or indicating its proprietary or private status. Recipient shall include all such markings in all copies of any Information which it makes. 9. No Proprietary Right; Return of Information or Items. Nothing herein shall confer upon Recipient any right, title, interest or license whatsoever in or to any Information or Items.

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

1entailment

The foregoing notwithstanding, the Recipient may disclose classified information to its employees or contractors (hereafter Representatives) to the extent each such Representative has a need to know such information to conduct the work referenced in the Whereas clauses, and shall comply with Recipient’s obligations under this Agreement.

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

2neutral

It includes but is not limited to ideas, inventions, discoveries, formulas, methods, designs, drawings, specifications, engineering and manufacturing data. This information is limited to trade secrets and other proprietary or private information of Disclosing Party or of any third party if disclosed by or through Disclosing Party.

Confidential Information shall only include technical information.

0contradiction

For purposes of this Agreement, “BCSI” shall mean: (i) all information designated as such by VELCO, whether furnished before or after the date hereof, whether oral, written or recorded/electronic, and regardless of the manner in which it is furnished; and (ii) all reports, summaries, compilations, analyses, notes or other information which contain such information. Written information containing BCSI furnished by VELCO shall be labeled “Confidential BCSI.” Section II: Critical Energy Infrastructure Information (CEII) For purposes of this Agreement, CEII shall mean: (i) all information designated as such by VELCO, whether furnished before or after the date hereof, whether oral, written or recorded/electronic, and regardless of the manner in which it is furnished; and (ii) all reports, summaries, compilations, analyses, notes or other information which contain such information. Written information containing CEII that is furnished by VELCO shall be labeled “Confidential CEII”. Section III: Business Confidential Information (CI) For purposes of this agreement, CI shall mean any confidential, proprietary or trade secret information that is owned or controlled, or is specifically marked or identified as “Confidential”, by VELCO prior to disclosure to Recipient. It includes information of third parties in VELCO’s possession that VELCO is obligated to keep confidential. CI subject to this Agreement may be in intangible form, such as information communicated orally or by visual observation, or may be embodied in tangible form, such as a document.

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

2neutral

This Agreement shall survive the execution of any subsequent contract between the parties hereto, excepting solely if the subsequent contract relates to the Matter and expressly addresses Recipient's non-disclosure obligations with respect to the Matter.

Some obligations of Agreement may survive termination of Agreement.

1entailment

The obligations of a Recipient under Section 1.1 hereof shall not apply to the following: 2.1. Any Information which, at the time of disclosure, is already rightfully possessed by Recipient or is already in the public domain; 2.2. Any Information which, after the disclosure, enters the public domain without any action or fault of Recipient. 2.3. Any Information which is obtained, other than in connection with the Matter, from any individual, firm or entity which had the unrestricted right to disclose it; 2.4. Any Information which is developed independently by Recipient without reference to any Information or Item;

Receiving Party may independently develop information similar to Confidential Information.

1entailment

For purposes of this Agreement, “BCSI” shall mean: (i) all information designated as such by VELCO, whether furnished before or after the date hereof, whether oral, written or recorded/electronic, and regardless of the manner in which it is furnished; and (ii) all reports, summaries, compilations, analyses, notes or other information which contain such information. Written information containing BCSI furnished by VELCO shall be labeled “Confidential BCSI.” Section II: Critical Energy Infrastructure Information (CEII) For purposes of this Agreement, CEII shall mean: (i) all information designated as such by VELCO, whether furnished before or after the date hereof, whether oral, written or recorded/electronic, and regardless of the manner in which it is furnished; and (ii) all reports, summaries, compilations, analyses, notes or other information which contain such information. Written information containing CEII that is furnished by VELCO shall be labeled “Confidential CEII”. Section III: Business Confidential Information (CI) For purposes of this agreement, CI shall mean any confidential, proprietary or trade secret information that is owned or controlled, or is specifically marked or identified as “Confidential”, by VELCO prior to disclosure to Recipient. It includes information of third parties in VELCO’s possession that VELCO is obligated to keep confidential. CI subject to this Agreement may be in intangible form, such as information communicated orally or by visual observation, or may be embodied in tangible form, such as a document.

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

2neutral

(ii) "Information" means all oral, written, or other information whatsoever, including information in documents and other recording media and information embodied in any item, which in connection with the Matter, is

Confidential Information may include verbally conveyed information.

1entailment

For a period of two (2) years Recipient (or any agent or affiliates of the Recipient) will not have discussions with any "Covered Employees" of the Disclosing Party regarding employment opportunities with the Recipient or any of its affiliates.

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

1entailment

1.1. For a period of three (3) years from the date of entering in to this Agreement, not to disclosure any Information or Item, in any manner whatsoever, directly or indirectly, whether in whole or in part, without the prior written consent of Disclosing Party, to any individual, firm or entity, excepting solely an individual who (a) is an officer, director or employee of Disclosing Party or of the Recipient and (b) has a clear need to know for purposes directly related to the Matter.

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

0contradiction

For purposes of this Agreement, “BCSI” shall mean: (i) all information designated as such by VELCO, whether furnished before or after the date hereof, whether oral, written or recorded/electronic, and regardless of the manner in which it is furnished; and (ii) all reports, summaries, compilations, analyses, notes or other information which contain such information. Written information containing BCSI furnished by VELCO shall be labeled “Confidential BCSI.” Section II: Critical Energy Infrastructure Information (CEII) For purposes of this Agreement, CEII shall mean: (i) all information designated as such by VELCO, whether furnished before or after the date hereof, whether oral, written or recorded/electronic, and regardless of the manner in which it is furnished; and (ii) all reports, summaries, compilations, analyses, notes or other information which contain such information. Written information containing CEII that is furnished by VELCO shall be labeled “Confidential CEII”. Section III: Business Confidential Information (CI) For purposes of this agreement, CI shall mean any confidential, proprietary or trade secret information that is owned or controlled, or is specifically marked or identified as “Confidential”, by VELCO prior to disclosure to Recipient. It includes information of third parties in VELCO’s possession that VELCO is obligated to keep confidential. CI subject to this Agreement may be in intangible form, such as information communicated orally or by visual observation, or may be embodied in tangible form, such as a document.

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

2neutral

In the event you are required by any legal or civil proceeding to disclose the Information or Items to a third party, you agree to provide prompt notice to the Disclosing Party, so that we might attempt to secure an appropriate protective order, or waive your compliance with 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 obligations of a Recipient under Section 1.1 hereof shall not apply to the following: 2.1. Any Information which, at the time of disclosure, is already rightfully possessed by Recipient or is already in the public domain; 2.2. Any Information which, after the disclosure, enters the public domain without any action or fault of Recipient. 2.3. Any Information which is obtained, other than in connection with the Matter, from any individual, firm or entity which had the unrestricted right to disclose it;

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

1entailment

1.1. For a period of three (3) years from the date of entering in to this Agreement, not to disclosure any Information or Item, in any manner whatsoever, directly or indirectly, whether in whole or in part, without the prior written consent of Disclosing Party, to any individual, firm or entity, excepting solely an individual who (a) is an officer, director or employee of Disclosing Party or of the Recipient and (b) has a clear need to know for purposes directly related to the Matter. 2. Exclusions. The obligations of a Recipient under Section 1.1 hereof shall not apply to the following: 2.1. Any Information which, at the time of disclosure, is already rightfully possessed by Recipient or is already in the public domain; 2.2. Any Information which, after the disclosure, enters the public domain without any action or fault of Recipient. 2.3. Any Information which is obtained, other than in connection with the Matter, from any individual, firm or entity which had the unrestricted right to disclose it; 2.4. Any Information which is developed independently by Recipient without reference to any Information or Item; 3. Non-Disclosure Agreements from Third Parties. If Disclosing Party gives its written consent to Recipient to disclose Information or Items to a third party, Recipient shall require the third party to execute a non-disclosure agreement in form, and substance satisfactory to Disclosing Party. Recipient shall promptly furnish Disclosing Party with a copy of all such non-disclosure agreements. 4. Notification of Mandatory Disclosure by Recipient. In the event you are required by any legal or civil proceeding to disclose the Information or Items to a third party, you agree to provide prompt notice to the Disclosing Party, so that we might attempt to secure an appropriate protective order, or waive your compliance with this Agreement. You agree to cooperate with the Disclosing Party in its attempts to secure such a protective order. 5. Only One Source of Discussion. You agree that you will only discuss the Matter with Mr. Al Weber, Chief Executive Officer, or Mr. Thomas V. Gilboy, Chief Financial Officer of the Disclosing Party. Under no circumstances will you discuss the Matter, or admit that the Matter has been a topic of discussion with any other employees of the Disclosing Party, or any other third party.

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

1entailment

4. Recipient and each of its Representatives shall use all Classified Information disclosed by VELCO solely in connection with the work referenced in the Whereas clauses and shall not use, directly or indirectly, any information for any other purpose without VELCO’s prior written consent. A Recipient will not use or allow a Representative to use Classified Information directly or indirectly for any illegal purpose, non-legitimate purpose, or any purpose other than the work referenced in the Whereas clause.

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

2neutral

1.1. For a period of three (3) years from the date of entering in to this Agreement, not to disclosure any Information or Item, in any manner whatsoever, directly or indirectly, whether in whole or in part, without the prior written consent of Disclosing Party, to any individual, firm or entity, excepting solely an individual who (a) is an officer, director or employee of Disclosing Party or of the Recipient and (b) has a clear need to know for purposes directly related to the Matter. 2. Exclusions. The obligations of a Recipient under Section 1.1 hereof shall not apply to the following: 2.1. Any Information which, at the time of disclosure, is already rightfully possessed by Recipient or is already in the public domain; 2.2. Any Information which, after the disclosure, enters the public domain without any action or fault of Recipient. 2.3. Any Information which is obtained, other than in connection with the Matter, from any individual, firm or entity which had the unrestricted right to disclose it; 2.4. Any Information which is developed independently by Recipient without reference to any Information or Item; 3. Non-Disclosure Agreements from Third Parties. If Disclosing Party gives its written consent to Recipient to disclose Information or Items to a third party, Recipient shall require the third party to execute a non-disclosure agreement in form, and substance satisfactory to Disclosing Party. Recipient shall promptly furnish Disclosing Party with a copy of all such non-disclosure agreements. 4. Notification of Mandatory Disclosure by Recipient. In the event you are required by any legal or civil proceeding to disclose the Information or Items to a third party, you agree to provide prompt notice to the Disclosing Party, so that we might attempt to secure an appropriate protective order, or waive your compliance with this Agreement. You agree to cooperate with the Disclosing Party in its attempts to secure such a protective order. 5. Only One Source of Discussion. You agree that you will only discuss the Matter with Mr. Al Weber, Chief Executive Officer, or Mr. Thomas V. Gilboy, Chief Financial Officer of the Disclosing Party. Under no circumstances will you discuss the Matter, or admit that the Matter has been a topic of discussion with any other employees of the Disclosing Party, or any other third party.

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

2neutral

1.1. For a period of three (3) years from the date of entering in to this Agreement, not to disclosure any Information or Item, in any manner whatsoever, directly or indirectly, whether in whole or in part, without the prior written consent of Disclosing Party, to any individual, firm or entity, excepting solely an individual who (a) is an officer, director or employee of Disclosing Party or of the Recipient and (b) has a clear need to know for purposes directly related to the Matter. 2. Exclusions. The obligations of a Recipient under Section 1.1 hereof shall not apply to the following: 2.1. Any Information which, at the time of disclosure, is already rightfully possessed by Recipient or is already in the public domain; 2.2. Any Information which, after the disclosure, enters the public domain without any action or fault of Recipient. 2.3. Any Information which is obtained, other than in connection with the Matter, from any individual, firm or entity which had the unrestricted right to disclose it; 2.4. Any Information which is developed independently by Recipient without reference to any Information or Item; 3. Non-Disclosure Agreements from Third Parties. If Disclosing Party gives its written consent to Recipient to disclose Information or Items to a third party, Recipient shall require the third party to execute a non-disclosure agreement in form, and substance satisfactory to Disclosing Party. Recipient shall promptly furnish Disclosing Party with a copy of all such non-disclosure agreements. 4. Notification of Mandatory Disclosure by Recipient. In the event you are required by any legal or civil proceeding to disclose the Information or Items to a third party, you agree to provide prompt notice to the Disclosing Party, so that we might attempt to secure an appropriate protective order, or waive your compliance with this Agreement. You agree to cooperate with the Disclosing Party in its attempts to secure such a protective order. 5. Only One Source of Discussion. You agree that you will only discuss the Matter with Mr. Al Weber, Chief Executive Officer, or Mr. Thomas V. Gilboy, Chief Financial Officer of the Disclosing Party. Under no circumstances will you discuss the Matter, or admit that the Matter has been a topic of discussion with any other employees of the Disclosing Party, or any other third party.

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

2neutral

The obligations of a Recipient under Section 1.1 hereof shall not apply to the following: 2.1. Any Information which, at the time of disclosure, is already rightfully possessed by Recipient or is already in the public domain; 2.2. Any Information which, after the disclosure, enters the public domain without any action or fault of Recipient. 2.3. Any Information which is obtained, other than in connection with the Matter, from any individual, firm or entity which had the unrestricted right to disclose it;

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

2neutral

1.1. For a period of three (3) years from the date of entering in to this Agreement, not to disclosure any Information or Item, in any manner whatsoever, directly or indirectly, whether in whole or in part, without the prior written consent of Disclosing Party, to any individual, firm or entity, excepting solely an individual who (a) is an officer, director or employee of Disclosing Party or of the Recipient and (b) has a clear need to know for purposes directly related to the Matter. 2. Exclusions. The obligations of a Recipient under Section 1.1 hereof shall not apply to the following: 2.1. Any Information which, at the time of disclosure, is already rightfully possessed by Recipient or is already in the public domain; 2.2. Any Information which, after the disclosure, enters the public domain without any action or fault of Recipient. 2.3. Any Information which is obtained, other than in connection with the Matter, from any individual, firm or entity which had the unrestricted right to disclose it; 2.4. Any Information which is developed independently by Recipient without reference to any Information or Item; 3. Non-Disclosure Agreements from Third Parties. If Disclosing Party gives its written consent to Recipient to disclose Information or Items to a third party, Recipient shall require the third party to execute a non-disclosure agreement in form, and substance satisfactory to Disclosing Party. Recipient shall promptly furnish Disclosing Party with a copy of all such non-disclosure agreements. 4. Notification of Mandatory Disclosure by Recipient. In the event you are required by any legal or civil proceeding to disclose the Information or Items to a third party, you agree to provide prompt notice to the Disclosing Party, so that we might attempt to secure an appropriate protective order, or waive your compliance with this Agreement. You agree to cooperate with the Disclosing Party in its attempts to secure such a protective order. 5. Only One Source of Discussion. You agree that you will only discuss the Matter with Mr. Al Weber, Chief Executive Officer, or Mr. Thomas V. Gilboy, Chief Financial Officer of the Disclosing Party. Under no circumstances will you discuss the Matter, or admit that the Matter has been a topic of discussion with any other employees of the Disclosing Party, or any other third party.

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

2neutral

1.1. For a period of three (3) years from the date of entering in to this Agreement, not to disclosure any Information or Item, in any manner whatsoever, directly or indirectly, whether in whole or in part, without the prior written consent of Disclosing Party, to any individual, firm or entity, excepting solely an individual who (a) is an officer, director or employee of Disclosing Party or of the Recipient and (b) has a clear need to know for purposes directly related to the Matter. 2. Exclusions. The obligations of a Recipient under Section 1.1 hereof shall not apply to the following: 2.1. Any Information which, at the time of disclosure, is already rightfully possessed by Recipient or is already in the public domain; 2.2. Any Information which, after the disclosure, enters the public domain without any action or fault of Recipient. 2.3. Any Information which is obtained, other than in connection with the Matter, from any individual, firm or entity which had the unrestricted right to disclose it; 2.4. Any Information which is developed independently by Recipient without reference to any Information or Item; 3. Non-Disclosure Agreements from Third Parties. If Disclosing Party gives its written consent to Recipient to disclose Information or Items to a third party, Recipient shall require the third party to execute a non-disclosure agreement in form, and substance satisfactory to Disclosing Party. Recipient shall promptly furnish Disclosing Party with a copy of all such non-disclosure agreements. 4. Notification of Mandatory Disclosure by Recipient. In the event you are required by any legal or civil proceeding to disclose the Information or Items to a third party, you agree to provide prompt notice to the Disclosing Party, so that we might attempt to secure an appropriate protective order, or waive your compliance with this Agreement. You agree to cooperate with the Disclosing Party in its attempts to secure such a protective order. 5. Only One Source of Discussion. You agree that you will only discuss the Matter with Mr. Al Weber, Chief Executive Officer, or Mr. Thomas V. Gilboy, Chief Financial Officer of the Disclosing Party. Under no circumstances will you discuss the Matter, or admit that the Matter has been a topic of discussion with any other employees of the Disclosing Party, or any other third party.

Confidential Information shall only include technical information.

2neutral

1.1. For a period of three (3) years from the date of entering in to this Agreement, not to disclosure any Information or Item, in any manner whatsoever, directly or indirectly, whether in whole or in part, without the prior written consent of Disclosing Party, to any individual, firm or entity, excepting solely an individual who (a) is an officer, director or employee of Disclosing Party or of the Recipient and (b) has a clear need to know for purposes directly related to the Matter. 2. Exclusions. The obligations of a Recipient under Section 1.1 hereof shall not apply to the following: 2.1. Any Information which, at the time of disclosure, is already rightfully possessed by Recipient or is already in the public domain; 2.2. Any Information which, after the disclosure, enters the public domain without any action or fault of Recipient. 2.3. Any Information which is obtained, other than in connection with the Matter, from any individual, firm or entity which had the unrestricted right to disclose it; 2.4. Any Information which is developed independently by Recipient without reference to any Information or Item; 3. Non-Disclosure Agreements from Third Parties. If Disclosing Party gives its written consent to Recipient to disclose Information or Items to a third party, Recipient shall require the third party to execute a non-disclosure agreement in form, and substance satisfactory to Disclosing Party. Recipient shall promptly furnish Disclosing Party with a copy of all such non-disclosure agreements. 4. Notification of Mandatory Disclosure by Recipient. In the event you are required by any legal or civil proceeding to disclose the Information or Items to a third party, you agree to provide prompt notice to the Disclosing Party, so that we might attempt to secure an appropriate protective order, or waive your compliance with this Agreement. You agree to cooperate with the Disclosing Party in its attempts to secure such a protective order. 5. Only One Source of Discussion. You agree that you will only discuss the Matter with Mr. Al Weber, Chief Executive Officer, or Mr. Thomas V. Gilboy, Chief Financial Officer of the Disclosing Party. Under no circumstances will you discuss the Matter, or admit that the Matter has been a topic of discussion with any other employees of the Disclosing Party, or any other third party.

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

2neutral

1.1. For a period of three (3) years from the date of entering in to this Agreement, not to disclosure any Information or Item, in any manner whatsoever, directly or indirectly, whether in whole or in part, without the prior written consent of Disclosing Party, to any individual, firm or entity, excepting solely an individual who (a) is an officer, director or employee of Disclosing Party or of the Recipient and (b) has a clear need to know for purposes directly related to the Matter. 2. Exclusions. The obligations of a Recipient under Section 1.1 hereof shall not apply to the following: 2.1. Any Information which, at the time of disclosure, is already rightfully possessed by Recipient or is already in the public domain; 2.2. Any Information which, after the disclosure, enters the public domain without any action or fault of Recipient. 2.3. Any Information which is obtained, other than in connection with the Matter, from any individual, firm or entity which had the unrestricted right to disclose it; 2.4. Any Information which is developed independently by Recipient without reference to any Information or Item; 3. Non-Disclosure Agreements from Third Parties. If Disclosing Party gives its written consent to Recipient to disclose Information or Items to a third party, Recipient shall require the third party to execute a non-disclosure agreement in form, and substance satisfactory to Disclosing Party. Recipient shall promptly furnish Disclosing Party with a copy of all such non-disclosure agreements. 4. Notification of Mandatory Disclosure by Recipient. In the event you are required by any legal or civil proceeding to disclose the Information or Items to a third party, you agree to provide prompt notice to the Disclosing Party, so that we might attempt to secure an appropriate protective order, or waive your compliance with this Agreement. You agree to cooperate with the Disclosing Party in its attempts to secure such a protective order. 5. Only One Source of Discussion. You agree that you will only discuss the Matter with Mr. Al Weber, Chief Executive Officer, or Mr. Thomas V. Gilboy, Chief Financial Officer of the Disclosing Party. Under no circumstances will you discuss the Matter, or admit that the Matter has been a topic of discussion with any other employees of the Disclosing Party, or any other third party.

Some obligations of Agreement may survive termination of Agreement.

2neutral

The obligations of a Recipient under Section 1.1 hereof shall not apply to the following: 2.1. Any Information which, at the time of disclosure, is already rightfully possessed by Recipient or is already in the public domain; 2.2. Any Information which, after the disclosure, enters the public domain without any action or fault of Recipient. 2.3. Any Information which is obtained, other than in connection with the Matter, from any individual, firm or entity which had the unrestricted right to disclose it; 2.4. Any Information which is developed independently by Recipient without reference to any Information or Item;

Receiving Party may independently develop information similar to Confidential Information.

2neutral

The obligations of a Recipient under Section 1.1 hereof shall not apply to the following: 2.1. Any Information which, at the time of disclosure, is already rightfully possessed by Recipient or is already in the public domain; 2.2. Any Information which, after the disclosure, enters the public domain without any action or fault of Recipient. 2.3. Any Information which is obtained, other than in connection with the Matter, from any individual, firm or entity which had the unrestricted right to disclose it;

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

2neutral

The term "Information" shall mean and includes all information in whatever form, provided for the purpose of GSEnergy's review and analysis, but is not information which:

Confidential Information may include verbally conveyed information.

1entailment

1.1. For a period of three (3) years from the date of entering in to this Agreement, not to disclosure any Information or Item, in any manner whatsoever, directly or indirectly, whether in whole or in part, without the prior written consent of Disclosing Party, to any individual, firm or entity, excepting solely an individual who (a) is an officer, director or employee of Disclosing Party or of the Recipient and (b) has a clear need to know for purposes directly related to the Matter. 2. Exclusions. The obligations of a Recipient under Section 1.1 hereof shall not apply to the following: 2.1. Any Information which, at the time of disclosure, is already rightfully possessed by Recipient or is already in the public domain; 2.2. Any Information which, after the disclosure, enters the public domain without any action or fault of Recipient. 2.3. Any Information which is obtained, other than in connection with the Matter, from any individual, firm or entity which had the unrestricted right to disclose it; 2.4. Any Information which is developed independently by Recipient without reference to any Information or Item; 3. Non-Disclosure Agreements from Third Parties. If Disclosing Party gives its written consent to Recipient to disclose Information or Items to a third party, Recipient shall require the third party to execute a non-disclosure agreement in form, and substance satisfactory to Disclosing Party. Recipient shall promptly furnish Disclosing Party with a copy of all such non-disclosure agreements. 4. Notification of Mandatory Disclosure by Recipient. In the event you are required by any legal or civil proceeding to disclose the Information or Items to a third party, you agree to provide prompt notice to the Disclosing Party, so that we might attempt to secure an appropriate protective order, or waive your compliance with this Agreement. You agree to cooperate with the Disclosing Party in its attempts to secure such a protective order. 5. Only One Source of Discussion. You agree that you will only discuss the Matter with Mr. Al Weber, Chief Executive Officer, or Mr. Thomas V. Gilboy, Chief Financial Officer of the Disclosing Party. Under no circumstances will you discuss the Matter, or admit that the Matter has been a topic of discussion with any other employees of the Disclosing Party, or any other third party.

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

2neutral

3. If GSEnergy desires to use individuals not employed by GSEnergy, GSEnergy shall not disclose Information to these individuals without obtaining prior written approval from the Company and having appropriate non-disclosure agreements signed in form and substance satisfactory to the Company.

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

0contradiction

1.1. For a period of three (3) years from the date of entering in to this Agreement, not to disclosure any Information or Item, in any manner whatsoever, directly or indirectly, whether in whole or in part, without the prior written consent of Disclosing Party, to any individual, firm or entity, excepting solely an individual who (a) is an officer, director or employee of Disclosing Party or of the Recipient and (b) has a clear need to know for purposes directly related to the Matter. 2. Exclusions. The obligations of a Recipient under Section 1.1 hereof shall not apply to the following: 2.1. Any Information which, at the time of disclosure, is already rightfully possessed by Recipient or is already in the public domain; 2.2. Any Information which, after the disclosure, enters the public domain without any action or fault of Recipient. 2.3. Any Information which is obtained, other than in connection with the Matter, from any individual, firm or entity which had the unrestricted right to disclose it; 2.4. Any Information which is developed independently by Recipient without reference to any Information or Item; 3. Non-Disclosure Agreements from Third Parties. If Disclosing Party gives its written consent to Recipient to disclose Information or Items to a third party, Recipient shall require the third party to execute a non-disclosure agreement in form, and substance satisfactory to Disclosing Party. Recipient shall promptly furnish Disclosing Party with a copy of all such non-disclosure agreements. 4. Notification of Mandatory Disclosure by Recipient. In the event you are required by any legal or civil proceeding to disclose the Information or Items to a third party, you agree to provide prompt notice to the Disclosing Party, so that we might attempt to secure an appropriate protective order, or waive your compliance with this Agreement. You agree to cooperate with the Disclosing Party in its attempts to secure such a protective order. 5. Only One Source of Discussion. You agree that you will only discuss the Matter with Mr. Al Weber, Chief Executive Officer, or Mr. Thomas V. Gilboy, Chief Financial Officer of the Disclosing Party. Under no circumstances will you discuss the Matter, or admit that the Matter has been a topic of discussion with any other employees of the Disclosing Party, or any other third party.

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

2neutral

4. It will not constitute a violation of this Agreement for GSEnergy to disclose Information as required by a governmental body or a court of competent jurisdiction or as otherwise required by law, provided that the Company has been given notice of such requirement and been afforded a reasonable opportunity to contest it, if applicable.

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 term "Information" shall mean and includes all information in whatever form, provided for the purpose of GSEnergy's review and analysis, but is not information which: (a) is in the public domain at the time of disclosure to GSEnergy; or (b) enters the public domain after disclosure to GSEnergy, except where such entry is the result of a breach by GSEnergy of this Agreement; or (c) was already in the possession of GSEnergy prior to disclosure to GSEnergy and was not then subject to an obligation of confidence; or (d) is rightfully disclosed to GSEnergy by a third person.

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

1entailment

For a period of two (2) years Recipient (or any agent or affiliates of the Recipient) will not have discussions with any "Covered Employees" of the Disclosing Party regarding employment opportunities with the Recipient or any of its affiliates.

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

2neutral

GSEnergy agrees that it will safeguard such Information maintaining it confidential and not using it except for the purposes of such review and analysis.

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

1entailment

1.1. For a period of three (3) years from the date of entering in to this Agreement, not to disclosure any Information or Item, in any manner whatsoever, directly or indirectly, whether in whole or in part, without the prior written consent of Disclosing Party, to any individual, firm or entity, excepting solely an individual who (a) is an officer, director or employee of Disclosing Party or of the Recipient and (b) has a clear need to know for purposes directly related to the Matter. 2. Exclusions. The obligations of a Recipient under Section 1.1 hereof shall not apply to the following: 2.1. Any Information which, at the time of disclosure, is already rightfully possessed by Recipient or is already in the public domain; 2.2. Any Information which, after the disclosure, enters the public domain without any action or fault of Recipient. 2.3. Any Information which is obtained, other than in connection with the Matter, from any individual, firm or entity which had the unrestricted right to disclose it; 2.4. Any Information which is developed independently by Recipient without reference to any Information or Item; 3. Non-Disclosure Agreements from Third Parties. If Disclosing Party gives its written consent to Recipient to disclose Information or Items to a third party, Recipient shall require the third party to execute a non-disclosure agreement in form, and substance satisfactory to Disclosing Party. Recipient shall promptly furnish Disclosing Party with a copy of all such non-disclosure agreements. 4. Notification of Mandatory Disclosure by Recipient. In the event you are required by any legal or civil proceeding to disclose the Information or Items to a third party, you agree to provide prompt notice to the Disclosing Party, so that we might attempt to secure an appropriate protective order, or waive your compliance with this Agreement. You agree to cooperate with the Disclosing Party in its attempts to secure such a protective order. 5. Only One Source of Discussion. You agree that you will only discuss the Matter with Mr. Al Weber, Chief Executive Officer, or Mr. Thomas V. Gilboy, Chief Financial Officer of the Disclosing Party. Under no circumstances will you discuss the Matter, or admit that the Matter has been a topic of discussion with any other employees of the Disclosing Party, or any other third party.

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

2neutral

1.1. For a period of three (3) years from the date of entering in to this Agreement, not to disclosure any Information or Item, in any manner whatsoever, directly or indirectly, whether in whole or in part, without the prior written consent of Disclosing Party, to any individual, firm or entity, excepting solely an individual who (a) is an officer, director or employee of Disclosing Party or of the Recipient and (b) has a clear need to know for purposes directly related to the Matter. 2. Exclusions. The obligations of a Recipient under Section 1.1 hereof shall not apply to the following: 2.1. Any Information which, at the time of disclosure, is already rightfully possessed by Recipient or is already in the public domain; 2.2. Any Information which, after the disclosure, enters the public domain without any action or fault of Recipient. 2.3. Any Information which is obtained, other than in connection with the Matter, from any individual, firm or entity which had the unrestricted right to disclose it; 2.4. Any Information which is developed independently by Recipient without reference to any Information or Item; 3. Non-Disclosure Agreements from Third Parties. If Disclosing Party gives its written consent to Recipient to disclose Information or Items to a third party, Recipient shall require the third party to execute a non-disclosure agreement in form, and substance satisfactory to Disclosing Party. Recipient shall promptly furnish Disclosing Party with a copy of all such non-disclosure agreements. 4. Notification of Mandatory Disclosure by Recipient. In the event you are required by any legal or civil proceeding to disclose the Information or Items to a third party, you agree to provide prompt notice to the Disclosing Party, so that we might attempt to secure an appropriate protective order, or waive your compliance with this Agreement. You agree to cooperate with the Disclosing Party in its attempts to secure such a protective order. 5. Only One Source of Discussion. You agree that you will only discuss the Matter with Mr. Al Weber, Chief Executive Officer, or Mr. Thomas V. Gilboy, Chief Financial Officer of the Disclosing Party. Under no circumstances will you discuss the Matter, or admit that the Matter has been a topic of discussion with any other employees of the Disclosing Party, or any other third party.

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

2neutral

The obligations of a Recipient under Section 1.1 hereof shall not apply to the following: 2.1. Any Information which, at the time of disclosure, is already rightfully possessed by Recipient or is already in the public domain; 2.2. Any Information which, after the disclosure, enters the public domain without any action or fault of Recipient. 2.3. Any Information which is obtained, other than in connection with the Matter, from any individual, firm or entity which had the unrestricted right to disclose it;

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

2neutral

In addition, except as permitted herein, Recipient shall not disclose the fact that the parties are exchanging Confidential Information and having discussions. In connection therewith, it is agreed that no public release or disclosure of any contemplated transaction shall be made except by a mutually agreed disclosure except that each party may make such disclosure if advised by its outside securities counsel in writing that such disclosure is required; PROVIDED, HOWEVER, that in such event such party will notify the other party that it intends, as a preliminary matter, to take such action and the outside securities counsel of such party shall first discuss the mater with the outside securities counsel of the other party before any definitive decision is made on the disclosure.

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

1entailment

1.1. For a period of three (3) years from the date of entering in to this Agreement, not to disclosure any Information or Item, in any manner whatsoever, directly or indirectly, whether in whole or in part, without the prior written consent of Disclosing Party, to any individual, firm or entity, excepting solely an individual who (a) is an officer, director or employee of Disclosing Party or of the Recipient and (b) has a clear need to know for purposes directly related to the Matter. 2. Exclusions. The obligations of a Recipient under Section 1.1 hereof shall not apply to the following: 2.1. Any Information which, at the time of disclosure, is already rightfully possessed by Recipient or is already in the public domain; 2.2. Any Information which, after the disclosure, enters the public domain without any action or fault of Recipient. 2.3. Any Information which is obtained, other than in connection with the Matter, from any individual, firm or entity which had the unrestricted right to disclose it; 2.4. Any Information which is developed independently by Recipient without reference to any Information or Item; 3. Non-Disclosure Agreements from Third Parties. If Disclosing Party gives its written consent to Recipient to disclose Information or Items to a third party, Recipient shall require the third party to execute a non-disclosure agreement in form, and substance satisfactory to Disclosing Party. Recipient shall promptly furnish Disclosing Party with a copy of all such non-disclosure agreements. 4. Notification of Mandatory Disclosure by Recipient. In the event you are required by any legal or civil proceeding to disclose the Information or Items to a third party, you agree to provide prompt notice to the Disclosing Party, so that we might attempt to secure an appropriate protective order, or waive your compliance with this Agreement. You agree to cooperate with the Disclosing Party in its attempts to secure such a protective order. 5. Only One Source of Discussion. You agree that you will only discuss the Matter with Mr. Al Weber, Chief Executive Officer, or Mr. Thomas V. Gilboy, Chief Financial Officer of the Disclosing Party. Under no circumstances will you discuss the Matter, or admit that the Matter has been a topic of discussion with any other employees of the Disclosing Party, or any other third party.

Confidential Information shall only include technical information.

2neutral

Tangible materials that disclose or embody Confidential Information shall be marked, to the extent practicable, by Discloser as "Confidential," "Proprietary" or the substantial equivalent thereof.

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

1entailment

This Agreement shall remain in full force and effect for two years. Any causes of action accrued on or before the expiration of such period shall survive the expiration of the applicable statute of limitations.

Some obligations of Agreement may survive termination of Agreement.

1entailment

Upon written demand by Discloser at any time, Recipient shall return promptly to Discloser or destroy, at Recipient's option, all tangible materials that disclose or embody Confidential Information except that Recipient's counsel may, upon written notice to Disclosure's counsel, retain a single copy of Confidential Information in its records solely for use in dispute resolution or as otherwise required by law.

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

1entailment

1. "Confidential Information" shall mean all information disclosed to Recipient by Discloser or its agents or employees in any manner, whether orally, visually or in tangible form (including, without limitation, documents, devices and computer readable media) and all copies thereof, whether created by Discloser or Recipient.

Confidential Information may include verbally conveyed information.

1entailment

1.1. For a period of three (3) years from the date of entering in to this Agreement, not to disclosure any Information or Item, in any manner whatsoever, directly or indirectly, whether in whole or in part, without the prior written consent of Disclosing Party, to any individual, firm or entity, excepting solely an individual who (a) is an officer, director or employee of Disclosing Party or of the Recipient and (b) has a clear need to know for purposes directly related to the Matter. 2. Exclusions. The obligations of a Recipient under Section 1.1 hereof shall not apply to the following: 2.1. Any Information which, at the time of disclosure, is already rightfully possessed by Recipient or is already in the public domain; 2.2. Any Information which, after the disclosure, enters the public domain without any action or fault of Recipient. 2.3. Any Information which is obtained, other than in connection with the Matter, from any individual, firm or entity which had the unrestricted right to disclose it; 2.4. Any Information which is developed independently by Recipient without reference to any Information or Item; 3. Non-Disclosure Agreements from Third Parties. If Disclosing Party gives its written consent to Recipient to disclose Information or Items to a third party, Recipient shall require the third party to execute a non-disclosure agreement in form, and substance satisfactory to Disclosing Party. Recipient shall promptly furnish Disclosing Party with a copy of all such non-disclosure agreements. 4. Notification of Mandatory Disclosure by Recipient. In the event you are required by any legal or civil proceeding to disclose the Information or Items to a third party, you agree to provide prompt notice to the Disclosing Party, so that we might attempt to secure an appropriate protective order, or waive your compliance with this Agreement. You agree to cooperate with the Disclosing Party in its attempts to secure such a protective order. 5. Only One Source of Discussion. You agree that you will only discuss the Matter with Mr. Al Weber, Chief Executive Officer, or Mr. Thomas V. Gilboy, Chief Financial Officer of the Disclosing Party. Under no circumstances will you discuss the Matter, or admit that the Matter has been a topic of discussion with any other employees of the Disclosing Party, or any other third party.

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

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2. Except as expressly permitted herein, Recipient shall not disclose Confidential Information and shall prevent the disclosure of such information by Recipient or its affiliates and their respective employees, directors, counsel, advisors, agents and independent contractors (all of which collectively "Representatives") by using the same degree of care to keep confidential the Confidential Information as it uses to keep confidential its own confidential information. In addition, except as permitted herein, Recipient shall not disclose the fact that the parties are exchanging Confidential Information and having discussions. In connection therewith, it is agreed that no public release or disclosure of any contemplated transaction shall be made except by a mutually agreed disclosure except that each party may make such disclosure if advised by its outside securities counsel in writing that such disclosure is required; PROVIDED, HOWEVER, that in such event such party will notify the other party that it intends, as a preliminary matter, to take such action and the outside securities counsel of such party shall first discuss the mater with the outside securities counsel of the other party before any definitive decision is made on the disclosure. 3. Recipients shall use Confidential Information solely for the purpose (the "Permitted Purpose") specified at the end of this Agreement. 4. Recipient shall disclose Confidential Information only to those of its Representatives who have a need to know such information for the Permitted Purpose.

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

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6. Recipient agrees not to reproduce or copy by any means Confidential Information, except as reasonably required to accomplish such Recipient's Permitted Purpose.

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

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7. In the event that Recipient is ordered to disclose Discloser's Confidential Information pursuant to a judicial or governmental request, requirement or order, Recipient shall promptly notify Discloser and take reasonable steps at Discloser's expense to assist Discloser in contesting such request, requirement or order or otherwise protecting Discloser's rights.

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

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2. Except as expressly permitted herein, Recipient shall not disclose Confidential Information and shall prevent the disclosure of such information by Recipient or its affiliates and their respective employees, directors, counsel, advisors, agents and independent contractors (all of which collectively "Representatives") by using the same degree of care to keep confidential the Confidential Information as it uses to keep confidential its own confidential information. In addition, except as permitted herein, Recipient shall not disclose the fact that the parties are exchanging Confidential Information and having discussions. In connection therewith, it is agreed that no public release or disclosure of any contemplated transaction shall be made except by a mutually agreed disclosure except that each party may make such disclosure if advised by its outside securities counsel in writing that such disclosure is required; PROVIDED, HOWEVER, that in such event such party will notify the other party that it intends, as a preliminary matter, to take such action and the outside securities counsel of such party shall first discuss the mater with the outside securities counsel of the other party before any definitive decision is made on the disclosure. 3. Recipients shall use Confidential Information solely for the purpose (the "Permitted Purpose") specified at the end of this Agreement. 4. Recipient shall disclose Confidential Information only to those of its Representatives who have a need to know such information for the Permitted Purpose.

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

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3. Recipients shall use Confidential Information solely for the purpose (the "Permitted Purpose") specified at the end of this Agreement.

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

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Tangible materials that disclose or embody Confidential Information shall be marked, to the extent practicable, by Discloser as "Confidential," "Proprietary" or the substantial equivalent thereof.

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

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