Kodak 2012 Annual Report Download - page 178

(b) At all times after Closing, Kodak will, and will cause its Affiliates and Representatives to, (i) treat as confidential and safeguard
any and all information, knowledge or data relating to (x) the Assigned Patents or (y) the business of Buyer and its Affiliates that has become or
becomes known to Kodak or its Affiliates or Representatives as a result of the Transaction, the FlashPoint Settlement Agreement or Kodak’s or
its Representatives’ due diligence investigations in connection therewith (such information, knowledge or data relating to clause (y), the “ Buyer
Confidential Information ”) and (ii) with respect to all such Buyer Confidential Information, use the same standard of care, but no less than a
reasonable standard of care, to prevent the unauthorized use, dissemination or disclosure of such Buyer Confidential Information as Kodak uses
in the protection of other proprietary information of Kodak. Solely with respect to Kodak’s obligations regarding Buyer Confidential
Information, as set forth in the preceding sentence, Kodak will not in any way be restricted or impaired from using, disclosing or otherwise
dealing with information which (v) is or becomes a matter of public knowledge through no fault of Kodak, (w) was already in Kodak’s
possession at the time of the disclosure of the information to it, and was not acquired, directly or indirectly, under any obligation of
confidentiality to Buyer or its Affiliates or to any other Person, (x) is rightfully received by Kodak from a Person having no duty of
confidentiality to Buyer; provided that Kodak did not know and should not have known after a reasonable inquiry that the source of such
information was bound by a confidentiality agreement with respect to such material that prohibited it from furnishing or making available the
information to Kodak on a non-confidential basis, (y) is independently developed by Kodak without the use of Buyer Confidential Information,
or (z) with respect to Buyer Confidential Information and the Assigned Patents, is disclosed to any Tax authority as required by Law. If Kodak is
requested in any judicial or administrative proceeding or by any governmental or regulatory authority to disclose any Buyer Confidential
Information, Kodak will (i) give Buyer prompt notice of such request so that Buyer may seek an appropriate protective order and (ii) consult
with Buyer as to the advisability of taking legally available steps to resist or narrow such a request. Kodak will cooperate fully with Buyer in
obtaining such an order. If in the absence of a protective order Kodak is nonetheless compelled to disclose Buyer Confidential Information,
Buyer agrees that Kodak may make such disclosure without liability hereunder, provided that Kodak gives Buyer written notice of the
information to be disclosed as far in advance of its disclosure as is practicable and, upon Buyer’s request, Kodak uses its reasonable best efforts
to obtain assurances that confidential treatment will be accorded to such information.
(c) At all times after Closing, Kodak will, and will cause its Affiliates and Representatives to, (i) treat as confidential and safeguard
any and all information, knowledge or data relating to (x) the Assigned Patents or (y) the business of Designee (as applicable) and its Affiliates
that has become or becomes known to Kodak or its Affiliates or Representatives as a result of the Transaction, the FlashPoint Settlement
Agreement or Kodak’s or its Representatives’
due diligence investigations in connection therewith (such information, knowledge or data relating
to clause (y), the “ Designee Confidential Information ”) and (ii) with respect to all such Designee Confidential Information, use the same
standard of care, but no less than a reasonable standard of care, to prevent the unauthorized use, dissemination or disclosure of such Designee
Confidential Information as Kodak uses in the protection of other proprietary information of Kodak. Solely with respect to Kodak’s obligations
regarding Designee Confidential Information, as set forth in the preceding sentence, Kodak will not in any way be restricted or impaired from
using, disclosing or otherwise dealing with information which (v) is
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