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Confidentiality

Millian Group maintains the Confidential Information regarding its Client in strictest confidence and shall not disclose to any third party any Confidential Information received from the Client. In addition, Millian Group ensures that its members, partners, officers, employees and agents likewise maintain the Client's Confidential Information in strictest confidence and that such persons do not disclose such Confidential Information to any other party. Millian Group shall not have the right to use, duplicate, reproduce, copy, distribute or disseminate Confidential Information except for purpose of the Discussions or Negotiations authorized by the Client. Millian Group agrees to limit access to Confidential Information received from the Client and/or Broker to its own members, partners, officers and employees on the absolute need-to-know basis solely for the purpose of the Discussions, and to use the same degree of care in reserving the secrecy of the Confidential Information furnished by the Client and/or Broker as it uses in preserving the secrecy of its own Confidential Information.

Notwithstanding the conclusion or termination of the Discussions, Millian Group shall continue to fulfill its obligations hereunder for a period of thirty (30) years from the date of disclosure. The obligation of Millian Group under Paragraphs shall not apply or shall cease to apply to any information which Millian Group can demonstrate by reasonable documentary proof (a) to have been in the possession of Millian Group at the time it was first disclosed by the Client and/or Broker; (b) was in the public domain at the time it was disclosed to Millian Group; (c) entered the public domain through sources independent of Millian Group and through no fault of Millian Group; (d) was lawfully obtained by Millain Group from a third party who is free to disclose such information to Millian Group; (e) to have been at any time developed by Millian Group independently of any disclosure from the Client; or (f) has been in the possession of Millian Group for more than thirty (30) years.


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