Confidentiality. The Administrative Agent and ​ agreesagree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed # to its Affiliates and its and its Affiliates’ respective directors, officers, members, controlling persons, advisors, funding or financing sources, investors, partners, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), # to the extent requested by any regulatory authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), # to the extent required by applicable Legal Requirements or by any subpoena or similar legal process or in connection with any required public filings, # to any other party hereto, provided that any disclosure to any Primoris Lender shall be subject to [Section 10.23], # in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the protection or enforcement of rights hereunder or thereunder, # subject to an agreement containing provisions substantially the same as those of this Section, to # any assignee of, pledgee under [Section 10.06(f)] or Participant in, or any prospective assignee of, pledgee under [Section 10.06(f)] or Participant in, any of its rights or obligations under this Agreement or # any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, # with the consent of the Borrower, # to industry trade organizations information with respect to the Loan Documents to the extent customary for inclusion in league table measurements or # to the extent such Information # becomes publicly available other than as a result of a breach of this Section or # becomes available to the Administrative Agent or any Lender on a non-confidential basis from a source other than the Borrower. For purposes of this Section, “Information” means all information received from any Loan Party relating to any Loan Party or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by any Loan Party, provided that, in the case of information received from a Loan Party after the Closing Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

The Seller recognizes and acknowledges that by reason of the terms contemplated in this Agreement, has had access to confidential information relating to the Buyer’s business, including, without limitation, information and knowledge pertaining to products and services offered, innovations, ideas, plans, trade secrets, proprietary information, advertising, sales methods and systems, sales and profit figures, customer and client lists, and relationships with dealers, customers, clients, suppliers and others who have business dealings with the Business (“Confidential Information”). The Seller acknowledges that such Confidential Information is a valuable and unique asset and covenants that it will not disclose any such Confidential Information after Closing to any person for any reason whatsoever, unless such information is # within the public domain through no wrongful act of the Seller, # has been rightfully received from a third party without restriction and without breach of this Agreement, # is required by law to be disclosed or is disclosed for purposes of defending claims related to the Seller in a manner designed to protect the confidentiality of the Confidential Information; or # represents historical information reasonably required by a prospective purchaser of the Seller.

The Distributor acknowledges that it may, in the course of the performance of this agreement, gain access to and become acquainted with the techniques, methods and processes, trace secrets, data information technology, software, business associates, clients and other private, sensitive and confidential information (“Confidential Information”) of the Principal.

Confidentiality. You acknowledge that you now have and will have access to and become acquainted with proprietary and confidential information, which may include trade secrets, regarding the Company and its customers ("Confidential Information") that constitutes a valuable asset of the Company and that is not available to the public. Confidential Information includes, but is not limited to, means any and all information or data, including, without limitation, trade secrets, know-how, theories, technical, operating, marketing, financial or other business information, plans, business and strategies, source codes, software programs, computer systems, algorithms, formulae, concepts, creations, costs, plans, materials, enhancements, research, specifications, works of authorship, techniques, documentation, models and systems, sales and pricing techniques, designs, inventions, discoveries, products, improvements, modifications, methodology, processes, concepts, records, files, memoranda, reports, plans, proposals, price lists, product development, project procedures, client, supplier and employee lists and data and other personally identifiable information, disclosed by or on behalf of the Company in connection herewith that is confidential, proprietary or otherwise not publicly available, whether prepared or furnished by or on behalf of the Company, and irrespective of the form or manner of communication (whether written, verbal, electronic or otherwise), and regardless of whether such information is specifically marked as confidential or proprietary, and irrespective of whether such information is furnished before, on or after the Effective Date. The term "Confidential Information" shall be deemed to include any and all notes, analyses, compilations, copies, reports, summaries, studies, communications, memoranda, forecasts, financials, evaluations, interpretations or other documents, materials or records, in any form or medium, prepared by you or on your behalf or that contain, reflect or are derived from or based upon, in whole or in part, any information furnished to you. Confidential Information shall not include information that becomes part of the public domain through no breach of your obligations to the Company or any misconduct of a third party.

Each Party (including each Rights Holder) agrees not to disclose Confidential Information of the other Party received in connection with this Agreement to any third party. Each Party (including each Rights Holder) agrees not to use any such Confidential Information of the other Party for any purpose other than as set out in this Agreement without the prior written consent of the other Party in each specific case. Each Party reserves all rights in its Confidential Information, or any other information disclosed hereunder, and no rights or obligations other than those explicitly stated herein are granted or to be implied from this Agreement.

“Confidential Information” means information regarding the Company and its Affiliates that is not generally available to the public, including (to the extent that it is not so generally available): # information regarding the Company’s and its Affiliates’ business, operations, financial condition, students, vendors, sales representatives and other employees; # projections, budgets and business plans regarding the Company and its Affiliates; # information regarding the Company’s and its Affiliates’ planned or pending acquisitions, divestitures or other business combinations; # the Company’s and its Affiliates’ trade secrets and proprietary information; and # the Company’s and its Affiliates’ technical information, , discoveries, inventions, improvements, techniques, processes, business methods, equipment, software programs, software source documents and formulae. For purposes of the preceding sentence, information is not treated as being generally available to the public if it is made public by Executive in violation of this Agreement. “Confidentiality Period” means the period beginning on the date hereof and ending three years after the last date Executive is employed by the Company.

Confidentiality. You will not, during the term of your employment with the Company or thereafter, and other than in the performance of your duties and obligations during your employment with the Company or as required by law or legal process, and except as the Company may otherwise consent or direct in writing, reveal or disclose, sell, use, lecture upon or publish any confidential information of the Company. You further agree that the existence and terms of this Letter Agreement, including any compensation paid to you, and discussions with the Company regarding this Letter Agreement, shall be considered confidential and shall not be disclosed or communicated in any manner except: # as required by law or legal process; # to your spouse or domestic partner; # to your financial/legal advisors, all of whom shall agree to keep such information confidential; or # if such Letter Agreement is hereafter publicly filed by the Company;

Confidentiality. Anything in this Agreement to the contrary notwithstanding, no Purchaser by reason of this Agreement shall have access to any trade secrets or confidential information of the Company. The Company shall not be required to comply with any information rights of any Purchaser whom the Company reasonably determines to be a competitor or an officer, employee, director, or holder of ten percent (10%) or more of a competitor. Purchaser shall keep confidential and shall not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement other than to any of the Purchaser’s attorneys, accountants, consultants, and other professionals, to the extent necessary to obtain their services in connection with monitoring the Purchaser’s investment in the Company.

Employee hereby warrants, covenants and agrees that, without the prior express written consent of the Company, and unless required by law, court order or similar process, Employee shall hold in the strictest confidence, and shall not disclose to any person, firm, corporation or other entity, any and all of the Company’s information, including, for example, and without limitation, any data related to # drawings, sketches, lists, plans or other documents concerning the Company’s business or development plans, customers or suppliers; # the Company’s development, design, construction or sales and marketing methods or techniques; or # the Company’s trade secrets and other “know-how” or information not of a public nature, regardless of how that information came to the custody of Employee (collectively, subsections [[(i), (ii) and (iii) of this Section 7(a)])])]], “Information”). For purposes of this Agreement, such Information shall include, but not be limited to, any information regarding a formula, pattern, compilation, program, device, method, technique or process that # derives independent economic value, present or potential, not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and # is the subject of Company efforts.

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.