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F i to know the Confidential Ipjpcination in order to accomplishfopurpose of this Agreement and't (i) have been informed at'the confidential and proprietary iture of the Confidential Informal i I and (ii) with respect I*moresentatives, have agree$ In Ming not to disclose 4;'* ttilters aridly . f "' "creat it in accordance *0rCquirements of this Srt. A4ministratoror�.A applicable; shall be responsible to Patty for any liaNA at Us Agreema* *' respective . . Representatives. f 3 :: Ue, foregoing shall not applyaeti f�tttldentiolIDAN Iont4tii�rs bttbr»ti�titttti 01l 6comes generally availabdi tla niox+tt to the p'iMrough n6 `, "'tsmetving partyr " ft.la nation was &kcp* ko"vs 1W.,or availabht4o *a recei to the disclosure by the other party on a non -co iltential: this; (iii) the in%rmatiala is subsequetith' disclosed to the receiving party by*hird patty who iis`ttot under any obligation 6fconfidentiality to the disclosing p r;;fiv) the inli ition has already been or is hereafter independently acquired orAtiveloped by #* Ming party 0.ithout violating any confidentiality agreement or other simr'htr a lligation; or vj fire tdformation issequired to be disclosed pursuant to a court order or (vi) purst to law and 6 �. subject io Section. ) herein. Except in accordance with the requirements ofthb As"V16A neither Party not its Representatives may disclose, or permit to be disclosed, Coididentiai Information af#he other party as an expert witness in any proceeding, or in response to*'re"est for information by oral questions, interrogatories, document requests, subpoena;, r hlvestigative demand, formol tOriti4mral investigation by any government agency, judicial process at otherwise, It o0w Pllu4or a W of its respective Representatives, is requested to disclose the ConfidefitknttSti r nnation of the cdher party for any of the reasons described in the preceding sentence such Party shall give prompt prior written notice to the other Party to allow :the other party to seek an appropriate protective order or modification ofany requested dish; The receiving party agrees to reasonably coo rata with the disclosing party in any action- disclosing p tlt.+ti wait protective order curl f appropriate remedy. If the party is ultimately leg�481311pellat to disclose such CoAdontial Information, the too ng party shall disclose the minims required pursuant to the court order car outer Ito compuls ot, 4. Without limiting any odw ragttts rind remedies available unifierAis Agreement or otherwise, any tyae"0ltiel Information voot3ause Administr bit' 4ty'�as applicable, immediate and irreparable Injury or loss that may not be adequately compensated with elamages. Accordingly, if eitherParty fails to comply with this Article VIILI, the other Party Wfilbea titled°Wseek to obtain specific performance including immedia* issuance of a tempora Mhoilift ceder or preliminary itgunction enforcing this Agreement, and to judgmerrtt for lAmW ciiiiwd by tbe.breach, and to spik- le obtain any other remedies provided by law or4ta"iV. J. styd )Recitals. Ab Recitals to this Agreement set forth,06a - and 'alltxhi%it,MAid l incorporated fido and made a part of this Agreement Wi* reference. K. AssipaicaL NOMM FOV any UOP Ellice Ag mMd without M-prmrmrftft consent ofthe omen-po y, provided such oonseM not be unreasonably withheld. However, Administrator may assigl3 A,grtt motordideaW the4tifies to be perform4,*yw6"fofAdminidratorunder this Agreement. the consent of Administrator as part of the sale o eff, or -substantially all, of the assets of Administrator or simihw We or disposition of Administrator that would, upon consummation, be deemed to constitute an E assignment ofthis Agreement under applicable law. t L. Diselosure 01'Client Information.so Third P_61101i Confidentiality. t ttcltttovvles. understands and agrees that it may be necessary.0 .'*r ,Al&apiuritltMM a informati(*,�:ftvlloki provided by or otherwise regarding or to. CIeaR's tvr Client's employees and . Members (excludiirgaq infor#ttation 00 l t1�I4laWAO vendors, consultants, brokers or other title is oattn+ei�tgi tbbligations by, or requttad-4 ,Adn toe tinder t1 itNr otherwise relating to its performance hereunder: # In eontte any such di,....Io9ute$ atilatl It on oW to protect the confidentiality of such disclosed ' it brma rttt AdMAdstraW sett N .40cute and ddjtw a t ooddea d 41ft ftlease 44d s inti> mnifi can egreemant in a mutually agreed>apon Aim. NOT FOR .f3M JBvr-, , T—IM #EREIN IS CONFID4 . , ._. AIWV �tICPB 91 4 I