Confidential Information. During the performance of Services, Consultant may have access to, have disclosed to it, or otherwise obtain information which Client identifies as confidential or proprietary (“Confidential Information”). Consultant shall use such Confidential Information solely in performance of its obligations under this Agreement. Information shall not be deemed Confidential Information if such information is: # already known to Consultant free of any restriction; # obtained from a third party free of any restriction; # developed independently by Consultant; or # available publicly.

Information; Confidentiality. The Client recognizes and confirms that Consultant, in acting pursuant to this engagement, will be using information in reports and other information provided by others, including, without limitation, information provided by or on behalf of the Client, and that Consultant does not assume responsibility for and may rely, without independent verification, on the accuracy and completeness of any such reports and information. The Client hereby warrants that any information relating to the Client that is furnished to Consultant by or on behalf of the Client will be fair, accurate and complete in all material respects and will not contain any material omissions or misstatements of fact. The Client agrees to fully cooperate with Consultant in all reasonable requests for information and in Consultant’s efforts to perform services for the Client. All information that the Client provides to Consultant which is not publicly available is deemed confidential (“Confidential Information”). Consultant will not disclose any Confidential Information to any person without the prior written consent of the Client, provided that Consultant may disclose such Confidential Information # to its advisors, representatives and employees assisting Consultant in providing the services hereunder so long as they are obligated to maintain the confidentiality of such Confidential Information in accordance with the terms hereof, # to any third party that has signed a confidentiality agreement approved by the Client, # pursuant to a valid court order by a court or other governmental agency, or as otherwise required by law, or as necessary to establish the rights of either party under this Agreement, provided that Consultant shall to the extent permitted by such court or regulatory agency, promptly notify the Client of receipt of any such order and provide the Client a reasonable period of time in which to oppose such order before responding, # if such Confidential Information is or becomes in the public domain not through any breach hereof by Consultant, or # if Consultant receives such information from a third party not under any duty of confidentiality.

CONFIDENTIALITY. Client recognizes that Consultant has and will have the following information: business affairs; financial information; personal information; future plans; and other proprietary information (collectively, "Information") which are valuable, special and unique assets of Client and need to be protected from improper disclosure. In consideration for the disclosure of the Information, Consultant agrees that Consultant will not at any time or in any manner, either directly or indirectly, use any Information for Consultant's own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior consent of Client. Consultant will protect the Information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement.

Confidentiality. Consultant agrees that he: # shall not make any use whatsoever of the Confidential Information, as defined below, except for permitted purposes and, without limiting the generality of the foregoing, shall not use such Confidential Information in connection with any work performed by Consultant except for permitted purposes; and # shall not use, or induce others to use, any Confidential Information for any other purpose whatsoever, nor at any time, directly or indirectly, print, copy or otherwise produce, in whole or in part, any Confidential Information, without the prior written consent of the the Company; and # shall keep all such Confidential Information strictly secret and confidential and, to that end, without limiting the generality of the foregoing, cause all documents or materials relating to or containing such Confidential Information to be plainly marked to indicate the secret and confidential nature thereof and prevent unauthorized use or reproduction of either Confidential Information or documents and materials embodying the same. The term “Confidential Information,” as used herein, shall mean, by way of example but not by way of limitation, licenses, plans, letters, authorizations, identities, demographics, financial data, and any and all documents relating to the Confidential Information. Confidential Information shall not include information which the Consultant can demonstrate by competent documentary evidence: was in the public domain or not treated as confidential by the disclosing party on the date of this Agreement; came into the public domain through no direct or indirect act or omission of the Consultant after the date of this Agreement or not treated as confidential information subject to non-disclosure agreements after the date of this Agreement; was in the Consultant’s possession at the time of receipt; or was received by the Consultant from a third party having the right to disclose it to the Consultant.

Exclusivity; Performance; Confidentiality. The services of Consultant hereunder shall not be exclusive, and Consultant and its agents may perform similar or different services for other persons or entities whether or not they are competitors of Client. Consultant shall be required to expend only such time as is necessary to service Client in a commercially reasonable manner. Client and Consultant acknowledge and agree that confidential and valuable information proprietary to either one party and obtained during its business relationship with either one party, shall not be, directly or indirectly, disclosed without the prior express written consent of the other party, unless and until such information is otherwise known to the public generally or is not otherwise secret and confidential. All non public information shall be deemed "Confidential." Consultant may disclose Client's confidential information pursuant to applicable laws or regulations, provided that Consultant may disclose only information required for services and performances hereunder.

include any information that: # is or becomes part of the public domain through no fault of Consultant; # was rightfully in Consultant’s possession at the time of disclosure, without restriction as to use or disclosure; or # Consultant rightfully receives from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure. Consultant agrees to hold all Confidential Information in strict confidence, not to use it in any way, commercially or otherwise, except in performing Services, and not to disclose it to others. Consultant further agrees to take all actions reasonably necessary to protect the confidentiality of all Confidential Information including, without limitation, implementing and enforcing procedures to minimize the possibility of unauthorized use or disclosure of Confidential Information.

Confidential Information. In the course of Consultant's engagement with Company, Consultant will have access to certain Confidential Information. Consultant will use and disclose Confidential Information solely for the purposes for which it is provided and will take reasonable precautions to prevent any unauthorized use or disclosure of the same. Consultant will not use or disclose any Confidential Information # other than as required in the course of Consultant's engagement with Company, # for Consultant's own personal gain, or # in any manner contrary to the best interests of Company.