Fill and Sign the Shelter Capital Partners Llc Form

Chapter 13 Confidentiality Michael A. Woronoff Shelter Capital Partners LLC Los Angeles, California § 13.04 Negotiating and Dra fting Confidentia lity Provisions Page 406 “Confidential Information” means (a) any information about the Company or its business (i) stamped “confidential” [or] (ii) [identified in writing as confidential to the Recipient [or any of its Representatives] by or on behalf of the Company at the time of [or promptly following] the information’s written [or oral] disclosure]; and (b) all notes, analyses, compilations, studies, summaries, and other material, however documented, containing or based, in whole or in part, on any information described in subsection (a) (collectively, the “Derivative Materials”). Page 407 The Recipient shall, and shall [use its best efforts to] cause each of its Representatives to, stamp as “confidential” all copies of, and Derivative Materials containing, any portion of the Confidential Information. *** Despite any other provision in this Article, the failure by the Company to identify information as Confidential Information is not an acknowledgment or admission by the Company that the information is not confidential or a waiver by the Company of any of its rights with respect to the information. Page 408 “Confidential Information” means all information and any idea, whatever form, tangible or intangible, relating in any manner to (a) the Company, (b) any Affiliate of the Company, or (c) any business, employee, client, consultant, or associate of the Company or any Affiliate of the Company, that was produced or acquired by or on behalf of the Company (including, without limitation, by any of its employees or consultants in the course of their employment or consulting relationship). Page 412 Obligation to Maintain Con fidentiality. During and after the term of this Agreement, the Recipient shall take all [commercially] [reasonable] measures necessary to keep the Confidential Information confidential[, including, without limitation, all measures it takes to protect its confidential information [of a similar nature]]. Without limiting the effect of the preceding sentence, the Recipient shall take [commercially] [reasonable] actions, legal or otherwise, necessary to cause its Representatives to comply with the provisions of this Agreement and to prevent any disclosure of the Confidential Information by any of them. Unauthorized Use. The Recipient shall give prompt [written] notice to the Company of any unauthorized use or disclosure of the Confidential Information and shall assist the Company in remedying each unauthorized use or disclosure. Giving assistance does not waive any breach of this Article by the Recipient, nor does acceptance of the assistance constitute a waiver of any breach of this Article. Page 414 Permitted Disclosu res. The Lender may disclose Confidential Information to (a) any bank, trust company, savings and loan association, pension plan, investment company, insurance company, broker, dealer or other similar financial institution to which the Lender sells or offers to sell all or any part of, or participation in, a Note; and (b) any other holder of any Note. Page 420 Licensee acknowledges that the Licensed Intellectual Property is, and at all times will be, the sole property of Licensor, even if suggestions made by Licensee are incorporated into subsequent versions of the Licensed Intellectual Property. Licensee shall not disassemble, decompile or otherwise attempt to reverse engineer any software or data provided under this Article.