Non-Use and Non-Disclosure of Confidential Information. Each Receiving Party agrees that all Confidential Information of the Disclosing Party # shall not be used by the Receiving Party except to perform its obligations or exercise its rights under this Agreement, # shall be maintained in confidence by the Receiving Party, and # except as permitted by Sections 7.2,7.3 and 7.4, shall not be disclosed by the Receiving Party to any Person without the prior written consent of the Disclosing Party.

Non-Use and Non-Disclosure of Confidential Information. EachConfidentiality Obligations. The Receiving Party agrees thatshall treat as confidential all Confidential Information of the Disclosing Party #Party’s Confidential Information and shall not be used byuse such Confidential Information except as expressly permitted under this Agreement or other agreements entered into between the Parties. Without limiting the foregoing, the Receiving Party exceptshall use the same degree of care and means that it utilizes to performprotect its obligationsown information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or exercise its rights under this Agreement, # shall be maintained in confidence by the Receiving Party, and # except as permitted by Sections 7.2,7.3 and 7.4, shall notdisclosure of such Confidential Information to third parties. The Confidential Information may be disclosed byonly to employees, contractors, permitted assignees or sublicensees of the Receiving Party with a reasonable “need to know’’ and who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction, or in connection with the requirements of an initial public offering or securities filing; provided, however, that prior to any Person withoutsuch disclosure, the prior written consentReceiving Party shall # assert the confidential nature of the Confidential Information to the agency, # immediately notify the Disclosing Party.Party in writing of the agency’s order or request to disclose, and # cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

Non-UseThe 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 Non-Disclosure of Confidential Information. Eachreduced in writing or other tangible (including electronic) form including a prominent confidentiality notice and delivered to the Receiving Party agrees that allwithin 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 Disclosing Party # shall not be used by theother Party. The Receiving Party exceptagrees # not to performuse any such Confidential Information for any purpose other than in the performance of its obligations or exercise its rights under this Agreement, # shall be maintained in confidence by the Receiving Party,Agreement or any Transaction Document and # not to disclose any such Confidential Information, except as permitted# 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 Sections 7.2,7.3 and 7.4, shall not be disclosed by thea Governmental Authority. The Receiving Party agrees to any Person withouttake all reasonable measures to protect the prior written consent ofsecrecy and confidentiality of, and avoid disclosure or unauthorized use of, the Disclosing Party.Party’s Confidential Information.