Non-Use and Non-Disclosure. Advisor will not, during or subsequent to the term of this Agreement, use the Company’s Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of the Company or disclose the Company’s Confidential Information to any third party. It is understood that said Confidential Information shall remain the sole property of the Company. Advisor further agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information including, but not limited to, having each employee of Advisor, if any, with access to any Confidential Information, execute a nondisclosure agreement containing provisions in the Company’s favor identical to [Sections 2, 3 and 4]4]4] of this Agreement. Confidential Information does not include information which # is known to Advisor at the time of disclosure to Advisor by the Company as evidenced by written records of Advisor, # has become publicly known and made generally available through no wrongful act of Advisor, or # has been rightfully received by Advisor from a third party who is authorized to make such disclosure.

Non-Use and Non-Disclosure. Each Party shall exercise due care in protecting all Confidential Information from unauthorized use or disclosure. However, neither Party bears any responsibility for safeguarding information that is publicly available, already in its possession and not subject to a confidentiality obligation, obtained by the other Party from third parties without restrictions on disclosure, independently developed by either Party without reference to Confidential Information, or required to be disclosed by order of a court or other governmental entity provided that the respective Party, if lawful, provides written notice to the other Party of such required disclosure.

Non-Use. The Consultant will not use, or otherwise permit any Person to use, any of the Confidential Information at any time, except with the prior written consent of the Company or as specifically required in the performance of the Consultant's duties to the Company.

Non-Disclosure. Unless required by applicable law, rule, regulation or order or to enforce this Agreement, Employee shall not disclose the existence of this Agreement or the underlying terms to any third party, including without limitation, any former, present or future employee of ​, other than to Employee’s immediate family who have a need to know such matters or to Employee’s tax or legal advisors who have a need to know such matters. If Employee does disclose this Agreement or any of its terms to any of Employee’s immediate family or tax or legal advisors, then Employee will inform them that they also must keep the existence of this Agreement and its terms confidential. ​ may disclose the existence or terms of the Agreement and its terms and may file this Agreement as an exhibit to its public filings if it is required to do so under applicable law, rule, regulation or order.

Non-Disclosure. Except as required by the performance of Executive's services to the Company under the terms of this Agreement, Executive will not, directly or indirectly disclose, or permit others to disclose the Company's Trade Secrets, Confidential Information, and/or Inventions as defined above.

Non-Disclosure. The Executive covenants and agrees that Executive will not at any time, either during the Term or thereafter, use, disclose or make accessible to any other person, firm, partnership, corporation or any other entity any Confidential and Proprietary Information (as defined herein), other than to # Executive’s attorney or spouse in confidence, # while employed by the Company, in the business and for the benefit of the Company, or # when required to do so by a court of competent jurisdiction, any government agency having supervisory authority over the business of the Executive or the Company or any administrative body or legislative body, including a committee thereof, with jurisdiction.

Non-Disclosure. Confidential Information (as defined below) shall be held by each Party in the strictest confidence and shall not, without the prior written consent of the other Party, be disclosed to any person other than as necessary to provide its services and consummation of the such transaction., such as disclosure to attorneys, accountants and potential financing providers involved in such transaction. The Parties further acknowledge that any such Confidential information as is acquired and used by a Party or its affiliates is a special, valuable and unique asset. Neither Party shall, except in connection with and as required by his performance of its duties under this Agreement, for any reason, use for its own benefit or the "benefit of any person or entity with which it may be associated or disclose any such Confidential information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever without the prior written consent of the Disclosing Party. “Confidential Information" as used herein, means any information received by either Party from any other person or entity which relates to the business of the CBDG or MCOA, including but not limited to, technology, business practices, trade secrets, processes, policies, procedures, techniques, technical information, financing contacts, investors, contractors, specifications, information data, the identity and special needs of customers or potential customers, databases, data, systems, methods of operation, client or customer lists, solicitation leads, marketing or advertising materials.

Non‑disclosure. Either Party may from time to time provide to the other Party certain advice, technical information, know‑how and other proprietary data and information with respect to Products or the use or configuration thereof. Inasmuch as various of these materials and advice (all of which will herein be referred to as the “Confidential Information”) contain confidential information and trade secrets, it is hereby agreed that any Confidential Information that one Party discloses to the other is valuable, proprietary property belonging to the disclosing Party, and the receiving Party agrees that it will neither use nor disclose to any third party (except in the performance of its duties hereunder) any Confidential Information, except on prior written consent of the other Party.

Non-Disclosure. Each party agrees that during the term of this OEM Agreement and for a period of five (5) years thereafter, it will treat as confidential all Confidential Information of the other party, will not use such Confidential Information except as expressly set forth herein or otherwise authorized in writing, will implement reasonable procedures to prohibit the disclosure, duplication, misuse or removal of the other party’s Confidential Information and will not disclose such Confidential information to any third party except as may be necessary and required in connection with the rights and obligations of such party under this OEM Agreement, and subject to confidentiality obligations at least as protective as those set forth herein. Without limiting the foregoing, each party will use at least the same procedures and degree of care that it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other party under this OEM Agreement, but in no event less than reasonable care.

Non-Use of Surface. Surface and its Affiliates and Sublicensees shall not use the name of “Harbour” or any variation, adaptation, or abbreviation thereof, or of any of its officers, employees, or agents, or any trademark owned by Harbour, or any terms of this Agreement in any promotional material or other public announcement or disclosure without the prior written consent of Harbour. The foregoing notwithstanding, without the consent of Harbour, Surface may indicate that it is licensed by Harbour under the Patent Rights and identify the inventors, their affiliation with Harbour, and their relationship to Surface, and further, Surface may comply with disclosure requirements of all applicable laws relating to its business, including, without limitation, United States and state securities laws.

You shall keep confidential, and shall not hereafter use or disclose to any person, firm, corporation, governmental agency, or other entity, in whole or in part, at any time in the future, any trade secret, proprietary information, or confidential information of ​, including, but not limited to, information relating to trade secrets, processes, methods, pricing strategies, customer lists, marketing plans, product introductions, advertising or promotional programs, sales, financial results, financial records and reports, regulatory matters and compliance, sales commission and compensation plans and other confidential matters, except as necessary for compliance purposes and as required by applicable law, rule, regulation, legal process or order, including when required or requested pursuant to a court order, subpoena, or written request from an administrative agency or a legislature. These obligations are in addition to the obligations set forth in any confidentiality or non-disclosure agreement between You and ​, including, without limitation, that certain Employee Confidentiality Agreement dated as of ​ (“Confidentiality Agreement”), which shall survive and remain binding on You after the Employment Termination Date.

Non-Disclosure of Information. In the event Employee 's employment has been terminate, Employee agrees that, during the Restricted Period, Employee will not knowingly use or disclose any Proprietary Information of the Company for the Employee's own purposes or for the benefit of any entity engaged in Competitive Business Activities. As used herein, the term "Proprietary Information" shall mean trade secrets or confidential proprietary information of the Company which are material to the conduct of the business of the Company. No information can be considered Proprietary Information unless the same is a unique process or method material to the conduct of the Company's business, or is a customer list or similar list of persons engaged in business activities with Company, or if the same is otherwise in the public domain or is required to be disclosed by order of any court or by reason of any statute, law, rule, regulation, ordinance or other governmental requirement. Employee further agrees that in the event his employment is terminated all Documents in his possession at the time of his termination shall be returned to the Company at the Company's principal place of business.

Non-Disclosure of Terms. The Parties shall not at any time communicate or divulge any information regarding the circumstances surrounding this Agreement, or the terms and conditions or amounts payable under this Agreement, to any other Person; provided, however, that nothing in this [Section 6(d)] shall prevent Consultant from sharing with his legal, accounting and financial advisors on a confidential basis any legal or financial information regarding this Agreement or from disclosing to those with whom Consultant is working at the Company that he is a consultant. However, if the Company determines that this Agreement is deemed to be material and, therefore, subject to disclosure by the Company pursuant to various legal requirements, this clause will be deemed void in its entirety and will not be considered a breach of this Agreement upon the Company filing this Agreement or otherwise making this agreement public.

Confidentiality and Non-Disclosure. Unless as otherwise provided in a specific Rider, all information, materials, discussions and proceedings (including but not limited to proprietary and trade secret information) which are transferred, disclosed or made available by or on behalf of the disclosing Party (“Confidential information”) are, and shall be held and maintained by each Party as, confidential. Information will not be deemed Confidential Information hereunder if such information: # is known or becomes known (independently of disclosure by the disclosing Party) to the receiving Party prior to receipt from the disclosing Party from a source other than one having an obligation of confidentiality to the disclosing Party; # becomes publicly known, except through a breach hereof by the receiving Party; or # is independently developed by the receiving Party, which can be shown by written evidence. Each Party shall use the same level of care to prohibit disclosure of the Confidential Information and to prohibit the unauthorized use of the Confidential Information as the Party uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Neither Party will disclose the other Party’s Confidential Information except to those employees and consultants who are directly participating in work on the Services and who have a need to know for the purpose of performing the Party’s obligations or exercising its rights under this Agreement, provided that such employees and consultants are bound by written agreements respecting such Confidential Information in accordance with the terms of this Section. If a Party is required or ordered by any governmental agency, court, or tribunal of competent jurisdiction to make any disclosure of the other Party’s Confidential Information, the receiving Party will first give written notice of such requirement to the disclosing Party, and will permit the disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation to the disclosing Party in seeking to obtain such protection. Both Parties agree not to use Confidential Information for any purpose other than those purposes contemplated by this Agreement. Both Parties agree that these confidentiality and nondisclosure restrictions shall survive termination of this Agreement. For the avoidance of doubt, in the event of a conflict between this [Section 12] and terms of any Rider, the provisions in the Rider shall prevail.

Confidentiality and Non- Disclosure. The Company is prepared to make available to GSS upon GSS's request, certain confidential information concerning the business, financial condition, operations, assets and liabilities of the Company in connection with the performance of its duties hereunder. As a condition to such information being furnished to GSS and its employees or agents, GSS agrees to treat any information concerning the Company (whether prepared by the Company, its advisors, attorneys, investors or otherwise and irrespective of the form of communication) which is furnished to GSS or to its employees or agents now or in the future by or on behalf of the Company (herein collectively referred to as the "Evaluation Material") in accordance with the provisions of this Agreement. GSS shall take or abstain from taking certain actions with respect to the Evaluation Material as hereinafter set forth. The term "Evaluation Material" also shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents prepared by GSS, its employees or agents which contain, reflect or are based upon, in whole or in part, the information furnished to GSS, its employees or agents by the Company, its advisors, attorneys, investors or otherwise pursuant hereto. The term "Evaluation Material" does not include information which # is or becomes generally available to the public other than as a result of a disclosure by GSS, its employees or agents, or # becomes available to GSS on a non-confidential basis from a source other than the Company (including, without limitation, any of the Company's directors, officers, employees or agents), or any of its attorneys, accountants, investors, consultants, bankers and financial advisors (collectively, the "Representatives"), provided that such source is not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other Party with respect to such information. GSS hereby agrees that GSS, its employees and agents shall use the Evaluation Material solely for the purposes contemplated by and in connection with the Services to be rendered under this Agreement, that the Evaluation Material will be kept confidential and that GSS, its employees and agents will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that GSS may make any disclosure, consistent with GSS' duties under this Agreement, of the Evaluation Material to which the Company give its prior written consent, in each instance. However, the Company will not provide GSS or any GSS affiliate with any material non-public information without prior written notice to GSS, in which event GSS will only accept receipt of such material non-public information after the signing of a separate non-disclosure agreement between the Company and GSS.

The Operating Company shall not disclose Information to third parties unless such third party has executed a non-disclosure agreement subjecting such disclosure to customary confidentiality and non-use obligations. In addition, each of the Operating Company’s its directors, officers and employees shall execute non-disclosure agreements containing customary confidentiality and non-use obligations upon their engagement by the Operating Company.

In carrying out its obligations under this Agreement, each Party will be sharing confidential and proprietary data and information (“Confidential Information”) with the other Party. Except as expressly permitted by this Agreement, each Party shall, and shall cause its Subsidiaries to, treat Confidential Information received or deemed to be received from the other Party (the “Disclosing Party”) or its Subsidiaries as it treats its own proprietary information of like nature and importance. During the Term and for a period of five (5) years thereafter (indefinitely with respect to trade secrets), the Party in receipt of the Disclosing Party’s Confidential Information (the “Receiving Party”) shall not disclose, divulge or otherwise communicate such Confidential Information to any Person, or use it for any purpose except pursuant to and in order to carry out its obligations and exercise its rights under this Agreement. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information of the Disclosing Party to the Receiving Party’s directors, officers, employees, Subsidiaries, consultants, subcontractors, sublicensees or agents and in TRIS’ case to its Affiliates to the extent reasonably necessary to carry out its obligations and exercise its right under this Agreement, provided that such directors, officers, employees, Subsidiaries, consultants, subcontractors, sublicensees or agents or in TRIS’ case its Affiliates have been advised of the confidential nature of such information and have agreed to maintain such information as confidential to the same extent required by this [Article 10].

The parties agree that this Agreement may not be used as evidence in any subsequent proceeding of any kind except one in which one of the parties alleges a breach of the terms of this Agreement or the Waivers and Releases of Claims or one in which one of the parties elects to use this Agreement as a defense to any claim.

“Litigable Matter” – a Dispute to the extent relating to # the validity or enforceability of Patent Rights, or # the non-disclosure, non-use and maintenance of Confidential Information.