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Business conflict, the confidentiality requirements of
<br />such protective order will control and govern.
<br />(c) Protected Health Information. In the event that
<br />the Services involve protected health information
<br />("PHI"), the use and security of such PHI shall be
<br />addressed in the business associate agreement (if
<br />necessary, attached hereto as an addendum) entered into
<br />between Ankura and you, and such agreement is
<br />incorporated into and made a part of these Terms of
<br />Business.
<br />(d) Definition of Confidential Information.
<br />"Confidential Information" means any and all non-
<br />public, confidential or proprietary knowledge, data, or
<br />information of or concerning the Disclosing Party. For
<br />the avoidance of doubt, Confidential Information
<br />includes without limitation, research, analyses, names,
<br />business plans, valuations, databases and management
<br />systems. Confidential Information shall not include
<br />information that: (i) was publicly known and made
<br />generally available in the public domain prior to the time
<br />of disclosure; (ii) is already in the lawful possession of
<br />the Receiving Party at the time of disclosure; (iii) is
<br />lawfully obtained from a third party lawfully in
<br />possession of such information and without a breach of
<br />such third party's obligations of confidentiality; or (iv) is
<br />independently developed without use of or reference to
<br />any Confidential Information.
<br />5. CONFLICTS
<br />Ankara is involved in a wide range of other activities
<br />from which conflicting interests, or duties, may arise. We
<br />have undertaken an inquiry of our records in accordance
<br />with our standard business practices based on the parties
<br />identified to us and have determined that we may
<br />proceed. A copy of our conflict policy, which forms part
<br />of the terms of this Engagement Letter, as may be
<br />amended from time to time in our sole discretion, can be
<br />found at httos://ankura.com/conflict-nolicv/.
<br />6. SUBPOENA; LIABILITY; INDEMNITY
<br />(a) Witness; Subpoena. If Ankara is requested or
<br />required to appear as a witness in any claim, action,
<br />proceeding, investigation or inquiry ("Action") that is
<br />brought by, on behalf of, or against you or that otherwise
<br />relates to the Engagement Letter or the Services rendered
<br />by Ankura hereunder, you agree to (i) compensate
<br />Ankara for its associated time charges at our regular rates
<br />in effect at the time and (ii) reimburse Ankara for all
<br />documented, actual out of pocket expenses incurred by
<br />Ankara in connection with such appearance or preparing
<br />to appear as a witness, including without limitation, the
<br />fees and disbursements of legal counsel of Ankura's
<br />choosing. In addition, Ankara will be compensated and
<br />reimbursed for any time and expense (including without
<br />limitation, fees and expenses of legal counsel ofAnkura's
<br />choosing) that Ankura may incur in considering or
<br />responding to discovery requests or other formal
<br />ft
<br />information requests for documents or information made
<br />in connection with any Action or in connection with the
<br />Services.
<br />(b) Limit of Liability. Except in the event of gross
<br />negligence, neither you nor anyone acting on your behalf
<br />shall hold Ankara liable for (i) an aggregate amount
<br />(including interest and legal fees) in excess of three times
<br />(3x) the amount of Fees actually received by Ankara from
<br />you pursuant to the Engagement Letter, (ii) loss or
<br />corruption of data from your systems, (iii) loss of profit,
<br />goodwill, business opportunity, anticipated savings or
<br />benefits, or (iv) special, consequential, exemplary,
<br />incidental, punitive or indirect damages. In the event that
<br />we agree in writing to accept liability to more than one
<br />party, the limit of our liability in this section 6(b) will be
<br />shared between them as determined by the parties, and in
<br />no event shall Ankura's aggregate liability exceed that set
<br />forth in section 6(b)(i).
<br />7. INTELLECTUAL PROPERTY; DATA
<br />PROTECTION
<br />(a) Intellectual Property. Ankara owns the intellectual
<br />property rights in the deliverables and reports and any
<br />materials created under the Engagement Letter. Ankum
<br />agrees that upon payment in full for the Services, you will
<br />have a non-exclusive, non -transferable license to use the
<br />deliverables for your own internal use in accordance with
<br />the terms of the Engagement Letter. Notwithstanding the
<br />foregoing, (i) any patent, copyright, trademark and other
<br />intellectual property rights of Ankara contained in any
<br />deliverable or report shall remain the sole and exclusive
<br />property of Ankum, and (ii) all methodologies, processes,
<br />techniques, ideas, concepts, trade secrets and know-how
<br />and other intellectual property embedded in the
<br />deliverable or reports that we may develop or supply in
<br />connection with our Services shall remain the sole and
<br />exclusive property of Ankara.
<br />(b) Data Protection. You and we will comply with all
<br />applicable data protection legislation in relation to any
<br />personal data shared with us under the Engagement
<br />Letter. Full details of how we use data can be found here
<br />htti)s://ankura.com/privacy-poli .
<br />8. GENERAL
<br />(a) Authority; Due Authorization; Enforceability.
<br />You represent and warrant that you have all requisite
<br />power and authority to enter into the Engagement Letter
<br />and to perform your obligations hereunder. You further
<br />represent and warrant that the Engagement Letter has
<br />been duly and validly authorized by all necessary
<br />corporate action, has been duly executed and delivered by
<br />you, and constitutes a legal, valid and binding agreement,
<br />enforceable in accordance with its terms.
<br />(b) Force Majeure. No party shall be liable for any
<br />delays or nonperformance directly or indirectly resulting
<br />from circumstances or causes beyond its reasonable
<br />control, including but not limited to, fire, epidemic or
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