Limitation on Obligations. Proprietary Information shall not include items [(a) through (e)] below, and the obligations of Observer specified in Section 3 above shall not apply, and Observer shall have no further obligations, with respect to any Proprietary Information that:

Title to Confidential and Proprietary Information provided by Service Provider to Owners and all copies made by or for Owners in whole or in part from such Confidential and Proprietary Information remains with Service Provider. Owners shall include Service Provider’s confidential or proprietary markings as provided by Service Provider on all copies thereof and excerpts made therefrom except with respect to excerpts made or used internally by Owners for Facility Purposes; provided, however, that Owners shall destroy any such excerpts which do not include Service Provider’s confidential or proprietary markings when no longer needed for the purpose for which they were made. Except as otherwise provided under this Section 14.4 or Section 14.5, Owners agree to keep such Confidential and Proprietary Information confidential, to use such Confidential and Proprietary Information only for the Facility Purposes and not to sell, transfer, sublicense, disclose or otherwise make available any of such Confidential and Proprietary Information to others (other than Affiliates and Representatives). However, nothing in this Article 14 shall prevent Owners from disclosing Confidential and Proprietary Information of Service Provider or its Affiliates as required by Law or an order of a Government Authority (including without limitation the COL and/or Georgia PSC Certification Order); provided that Owners shall, if Owners have adequate advance notice, give Service Provider reasonable notice so as to allow Service Provider to seek a protective order or similar protection. If, in the opinion of Owners’ legal counsel and in the absence of a protective order or waiver, Owners are legally compelled to disclose Confidential and Proprietary Information, Owners will disclose only the minimum amount of such information or data as, in the opinion of Owners’ legal counsel, is legally required. In any such event, Owners agree to use good faith efforts to ensure that Confidential and Proprietary Information that is so disclosed will be accorded confidential treatment.

Each party’s Proprietary Information will remain the property of that party. Nothing contained in this [Section 18.10] will be construed as obligating a party to disclose its Proprietary Information to the other party, or as granting to or conferring on a party, expressly or by implication, any rights or license to the Proprietary Information of the other party. Any such obligation or grant will only be as provided by other provisions of this Agreement.

Nondisclosure Obligation. Each of Merck and Licensee shall use any Proprietary Information received by it from the other Party only in accordance with this Agreement and shall not disclose to any Third Party any such Proprietary Information without the prior written consent of the other Party. The foregoing obligations shall survive the expiration or termination of this Agreement for a period of ​ years. These obligations shall not apply to Proprietary Information that:

Defend Trade Secrets Act Notice of Immunity Rights. Executive acknowledges that the Company has provided Executive with the following notice of immunity rights in compliance with the requirements of the Defend Trade Secrets Act: # Executive shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of Proprietary Information (as defined in the Proprietary Information and Inventions Agreement) that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, # Executive shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of Proprietary Information that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and # if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the Proprietary Information to his or her attorney and use the Proprietary Information in the court proceeding, if the Executive files any document containing the Proprietary Information under seal, and does not disclose the Proprietary Information, except pursuant to court order.

Enclosures:

Exhibit A - Proprietary Information and Inventions Assignment Agreement

Confidential Information will include all data and information relating to the business and management of the Employer, including but not limited to, proprietary and trade secret technology and accounting records to which access is obtained by the Employee, including Work Product, Computer Software, Other Proprietary Data, Business Operations, Marketing and Development Operations, and Customer Information.

You will not during your employment or Disability, and after Retirement or the termination of your employment, for any reason disclose or make use of for your own or another person’s benefit under any circumstances any of the Company’s Proprietary Information. Proprietary Information shall include trade secrets, secret processes, information concerning products, developments,

start-up, commissioning, licensing and start-up maintenance services for other AP1000® nuclear power plant owners. Any such request by Service Provider shall identify # the specifics of the Owners’ Confidential and Proprietary Information to be used, # the specific use and purposes for which it is intended to be applied by Service Provider, including an explanation of why Service Provider requires Owner’s Confidential and Proprietary Information, # whether Service Provider intends to disclose such information to Third Parties, and if so, the identity of such Third Parties, and # Service Provider’s assurances that it will exercise reasonable efforts consistent with its efforts to protect against the unauthorized disclosure of its own Confidential and Proprietary Information, to preclude against the unauthorized disclosure or publication of Owner’s Confidential and Proprietary Information. Service Provider shall obtain written assurances from any Third Party recipients that they will not use, disclose or publish Owners’ Confidential and Proprietary Information except as expressly authorized by Owners for the limited use and purposes identified by Service Provider as required in # above.

“Proprietary Information” shall have the meaning specified in [Section 18.10(a)].