Confidentiality. The Participant acknowledges that the Corporation and its Affiliates continually develop Confidential Information, that the Participant may develop Confidential Information for the Corporation or its Affiliates and that the Participant may learn of Confidential Information during the course of the employment relationship. The Corporation has expended and will continue to expend substantial effort and monies in acquiring knowledge and expertise in developing goodwill in the Business of the Corporation. The Participant therefore agrees as follows:

Confidentiality. Each of the Applicable Agents and each Lender agrees to keep confidential all non-public information provided to it by any Loan Party, the Applicable Agents or any Lender pursuant to or in connection with this Agreement; provided that nothing herein shall prevent the Applicable Agents or any Lender from disclosing any such information # to the Applicable Agents, any other Lender or any affiliate thereof, # subject to an agreement to comply with the provisions of this Section (or other provisions at least as restrictive as this Section), to any actual or prospective Transferee or any pledgee referred to in [Section 10.6(d)] or any direct or indirect contractual counterparty (or the professional advisors thereto) to any swap or derivative transaction relating to the Company and its obligations, # to its employees, directors, trustees, agents, attorneys, accountants and other professional advisors or those of any of its affiliates for performing the purposes of a Loan Document, # upon the request or demand of any Governmental Authority or regulatory agency (including self-regulated agencies), # in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, after notice to the Company if reasonably feasible, # if requested or required to do so in connection with any litigation or similar proceeding, after notice to the Company if reasonably feasible, # that has been publicly disclosed, # to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, or # in connection with the exercise of any remedy hereunder or under any other Loan Document.

Confidentiality. The Tenant and its employees, agents and brokers shall keep confidential all matters concerning the terms of this Lease Agreement and the negotiations which led to it and shall not disclose the fact or substance of the negotiations or the terms to anyone without the prior written consent of the Landlord. Notwithstanding the foregoing, the provisions and preceding negotiations may be revealed to the Tenant’s accountants, attorneys and lenders so long as each such recipient is advised of the necessity for them to also maintain the confidentiality of the information. If any third party demands entitlement to the benefit of similar terms or conditions on the basis that Tenant received such treatment, it will be deemed to be the result of a violation of this confidentiality requirement by Tenant and such violation shall constitute an event of Default under the Lease.

Confidentiality. Each Holder will, and will cause its officers, directors, employees, legal counsel, accountants, financial advisors and other representatives (the “Restricted Parties”) to, hold in confidence any material nonpublic information received by them pursuant to this Agreement, including without limitation any material nonpublic information included in any Registration Statement, Prospectus or Issuer Free Writing Prospectus proposed to be filed with the SEC (until such Registration Statement, Prospectus or Issuer Free Writing Prospectus has been filed) or provided pursuant to [Section 5.1(i)] hereof. This [Section 11.2] shall not apply to any information which: # is or becomes generally available to the public other than as a result of a non-permitted disclosure; # was already in the Holder’s possession from a non-confidential source prior to its disclosure by the Company; # is or becomes available to the Holder on a non-confidential basis from a source other than the Company; provided, that such source is not known by the Holder to be bound by confidentiality obligations; or # is required to be disclosed by law, an order of a court or by rules and regulations of an applicable regulatory authority. In the case of proposed disclosure pursuant to # above, such Person shall, to the extent permitted by applicable law, be required to give the Company written notice of the proposed disclosure prior to such disclosure and to cooperate with the Company, at the Company’s cost, in any effort the Company undertakes to obtain a protective order or other remedy. In the event that such protective order or other remedy is not obtained, or that the Company waives compliance with this provision, the Restricted Parties will furnish only that portion of such information that the Restricted Parties are advised by legal counsel is legally required and will exercise their commercially reasonable efforts, at the Company’s expense, to obtain an order or other reliable assurance that confidential treatment will be accorded such information.

The Parties recognize that, in connection with the performance of this Agreement, each Party (in such capacity, the “Disclosing Party”) may disclose “Confidential Information” (as defined below) to the other Party (the “Receiving Party”). For purposes of this Agreement, the term “Confidential Information” means # proprietary information (whether owned by the Disclosing Party or a third party to whom the Disclosing Party owes a non-disclosure obligation) regarding the Disclosing Party’s business or # information which is marked as confidential at the time of disclosure to the Receiving Party, or if in oral form, is identified as confidential at the time of oral disclosure and reduced in writing or other tangible (including electronic) form including a prominent confidentiality notice and delivered to the Receiving Party within 10 days of disclosure or # technical information including but not limited to source code, documents, and product plans. “Confidential Information” shall not include information which: # was known to the Receiving Party at the time of the disclosure by the Disclosing Party; # has become publicly known through no wrongful act of the Receiving Party; # has rightfully been received by the Receiving Party from a third party without breach of this provision; or # has been independently developed by the Receiving Party without using any Confidential Information of the other Party. The Receiving Party agrees # not to use any such Confidential Information for any purpose other than in the performance of its obligations under this Agreement or any Transaction Document and # not to disclose any such Confidential Information, except # to its employees who are reasonably required to have the Confidential Information in connection herewith or with any of the other Transaction Documents, # to its agents, representatives, lawyers and other advisers that have a need to know such Confidential Information and # pursuant to, and to the extent of, a request or order by a Governmental Authority. The Receiving Party agrees to take all reasonable measures to protect the secrecy and confidentiality of, and avoid disclosure or unauthorized use of, the Disclosing Party’s Confidential Information.

Confidentiality. During the term of employment and at all times thereafter, Employee # shall treat all Confidential Information as highly confidential, # shall not access or attempt to access any Confidential Information or use any Confidential Information except as is necessary to carry out Employee’s duties as an employee of the Company, # shall not make copies of documents containing Confidential Information except as is necessary to carry out Employee’s duties as an employee of the Company, # shall not reverse engineer, ©2017 Mattersight Corporation. Mattersight Restricted Confidential Information.

During Employee’s employment and at all times thereafter, Employee shall keep Confidential Information (as defined below) strictly confidential. Employee shall not at any time, directly or indirectly, disclose or divulge any Confidential Information, except # if required by law, regulation or legal or regulatory process, but only in accordance with [Section 7(b)] below, or # to his affiliates and his and his respective directors, officers, employees, managing members, general partners, agents and consultants (including attorneys, financial advisors and accountants) (“Representatives”), as applicable, to the extent necessary to permit such Representatives to assist Employee in any Permitted Use (as defined below); provided that Employee shall require each such Representative to be bound by the terms of this [Section 7] to the same extent as if they were parties hereto and Employee shall be responsible for any breach of this [Section 7] by any of its Representatives.

Confidentiality. You shall keep in strict confidence and shall not disclose or make available to third parties any information, technical data, know-how or documents relating to # your services under this Agreement or # the research, developments, inventions, processes, trade secrets, data, techniques, designs, drawings, products, product plans, services, customers, marketing, software, finances, business methods, business or affairs or confidential or proprietary information of the Company (other than information in the public domain through no fault of your own) (collectively, “Confidential Information”), except with the prior written consent of the Company, and you shall only use Confidential Information as necessary to perform services on behalf of the Company under this Agreement or any other agreement pursuant to which you are providing services on behalf of the Company. Upon termination of this Agreement, you will destroy or return to the Company all documents and other materials related to the services provided hereunder or furnished to you by the Company provided that, in the event of your continued service to the Company in another capacity following the termination of this Agreement, you shall be permitted to retain any such property to the extent it is necessary to fulfill your obligations to the Company in such other capacity, subject to the terms and conditions governing such continued service to the Company. Your obligations under this Paragraph 7 shall survive termination of this Agreement for a period of three (3) years from the date of termination.

Confidentiality. You agree not to disclose any “Confidential Information” of PotashCorp, PCS Administration, or their subsidiaries and affiliates (collectively, the “Employer Group”), except upon written consent of the Company. “Confidential Information” means information # disclosed or known by you as a consequence of or through your employment with the Employer Group; # not generally known outside of the Employer Group; and # which is related to the Employer Group business. Examples include, but are not limited to, vendor and supplier agreements, databases, methods, programs, techniques, business information, attorney-client privileged and work product information, financial information, marketing, business plans, proprietary software, personnel information and files, client information, pricing and other information relating to the business of the Employer Group that is not generally known outside of the Employer Group. You also agree that the terms of your separation and the terms of the Letter Agreement, including the fact and amount of severance paid to you, is considered confidential and is not be disclosed or communicated in any manner except as required by law or to your spouse, attorney or financial advisor.

All information acquired during DR’s term as a Board member that is not known to the public is strictly confidential and may not be released to third parties or made use of for a personal benefit (or the benefit of related parties), either during the appointment or at any time following its termination without prior written clearance from the Company, all in accordance with the Company’s Board Regulations.