It is understood and agreed that Accordia management, staff, auditors, contractors, agents and involved third parties (“Recipient”) may have a need to receive or access privileged or confidential information in order to conduct certification and non-certification activities in the course of conducting Accordia business.

• Gaining access to client information may be necessary and this information can include but is not limited to technical and business information relating to client proprietary ideas, patentable ideas copyrights and/or trade secrets, existing and/or contemplated products and services, software, schematics, research and development, production, costs, profit and margin information, finances and financial projections, customers, payroll information, employee personal information, clients, marketing, and current or future business plans and models (“Confidential Information”), regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.

In addition to the above, Confidential Information shall also include, and the Recipient shall have a duty to protect, other confidential and/or sensitive information which may be disclosed by Accordia or its clients in writing and marked as confidential (or with other similar designation) at the time of disclosure.

• Recipient shall use the Confidential Information only for the purpose of certification and non-certification activities of Accordia and shall take all reasonable measures under their control to protect Confidential Information from intentional and/or accidental disclosure.

• Recipient shall limit electronic transfer of Confidential Information by use of only Accordia authorized email servers and originating from Accordia authorized email addresses.

• Recipient shall observe security measures to protect Confidential Information held on computing devices including but not limited to laptop computers, tablet computers and smartphones by use of password protection for access and data files and in accordance with Accordia IT security policies.

• Recipient shall limit disclosure of Confidential Information to Accordia directors, officers, partners, staff and employees having a need to know and shall not disclose Confidential Information to any third party (whether an individual, corporation, or other entity) without the prior written consent of Accordia management.

• This policy imposes no obligation upon Recipient with respect to any Confidential Information (a) that was in Recipient’s possession before receipt from a disclosing party; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully received by Recipient from a third party not owing a duty of confidentiality to the disclosing party; (d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of, disclosing party; or (e) is independently developed by Recipient.

• This Policy shall not be construed as creating, conveying, transferring, granting or conferring upon the Recipient any rights, license or authority in or to the Confidential Information, except the limited right to use Confidential Information specified in paragraph 2. Furthermore and specifically, no license or conveyance of any intellectual property rights is granted or implied by this Policy.

• Neither the discloser of Confidential Information nor the Recipient has an obligation under this Policy to purchase any service, goods, or intangibles from the other party. Furthermore, both parties acknowledge and agree that any exchange or granting access to Confidential Information under this Policy shall not commit or bind either party to any present or future contractual relationship (except as specifically stated herein), nor shall any exchange or granting access to Confidential Information be construed as an inducement to act or not to act in any given manner.

• If there is a breach or threatened breach of any provision of this Policy, it is agreed and understood that the disclosing party shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief; provided however, no specification in this Policy of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Policy.

• This Policy states the entire understanding among all parties concerning the protection and disclosure of Confidential Information and supersedes any prior policies, understandings, or representations with respect thereto. Any addition or modification to this Policy must be made in writing and signed by authorized management of Accordia.