Article XIV. Confidentiality

Section 14.01 Confidentiality. Subject to Section 14.02, each Party shall treat as strictly confidential and not disclose or use any information received or obtained as a result of entering into this Agreement or any document which relates to: (a) the existence and the provisions of this Agreement; (b) the negotiations relating to this Agreement; or (c) information relating to the business, financial, or other affairs (including future plans and targets) of the other Party or its Affiliates.

Section 14.02 Exceptions. Notwithstanding Section 14.01, nothing in this Agreement shall prohibit the disclosure or use of any information if and to the extent that: (a) such disclosure or use is required to give full effect to the rights or obligations of a Party under this Agreement, including without limitation compliance with the Carbon Standard Rules; (b) such information is or becomes publicly available other than as a result of a breach of this Agreement; (c) such disclosure or use relates to the Materials (including the Materials themselves); (d) the other Party has provided its prior written consent to such disclosure or use; (e) such information is independently developed by a Party after the Effective Date; (f) such disclosure or use is, in the reasonable judgment of the disclosing Party, required or advisable to comply with Applicable Law, the rules or requirements of any Government Agency, regulatory body, or any stock exchange on which the shares of either Party or any of its Affiliates are listed (including, without limitation, as part of any actual or potential offering, placement, or sale of securities of such Party or its Affiliates), or with any bona fide internal policies or ordinary business practices of the disclosing Party, including disclosures to investors; (g) such disclosure or use is required in connection with any judicial, administrative, or arbitral proceedings arising out of or relating to this Agreement or any related transaction document; (h) such disclosure is made to any tax authority in connection with the tax affairs of the disclosing Party; or (i) such disclosure is made to the professional advisers of either Party or its Affiliates, provided that such advisers are bound by confidentiality obligations consistent with those set forth in Section 14.01 as if they were parties to this Agreement. Provided, however, that prior to any disclosure or use of information pursuant to this Section 14.02, to the extent permitted or required by Applicable Law, the disclosing Party shall promptly notify the other Party of such requirement in order to afford the other Party a reasonable opportunity to contest such disclosure or use, or to agree upon the timing, form, and content of such disclosure or use.

Section 14.03 Effects of Termination. On the termination of this Agreement, the Party that has received information protected by this Article XIV shall, on receipt of a written demand from the Party that provided the information, promptly: (a) return or destroy any written records of such information in its possession and control (without keeping any copies) to the Party which provided the information; (b) destroy all analyses, compilations, notes, studies, memoranda or other documents prepared by it or its Affiliates or its or their officers, employees, agents or advisers if and to the extent that the same contain, reflect or derive from any such information; and (c) so far as is reasonably practicable to do so, expunge any such information in its possession or under its control from any computer, word processor or other device, provided that the Party which received such information may retain any such information as may be required by law, bona fide internal compliance policy, corporate governance procedures, automated back-up archiving practices or which is contained or referred to in board minutes of such Party or in documents referred to therein (other than information which constitutes personal data for the purposes of applicable data protection law) and the advisers to such Party may keep copies of any document in their possession for record purposes without prejudice to any duties of confidentiality.