REQUEST FOR INFORMATION

By submitting a response to this RFI, “You” (the Company submitting the RFI) acknowledge and agree to protect and safeguard Confidential Information using at least reasonable care that meets industry standards for protecting Confidential Information. You will only use Confidential Information You receive solely for this RFI and for no other purpose. Furthermore, You and Your Representatives (as defined below) shall not, and shall cause Your Representatives not to, directly or indirectly, disclose any Confidential Information at any time to any other person in any manner, except to Your Representatives who have a bona fide need to know such information to the extent necessary to carry out the RFI. Before disclosing any Confidential Information to its Representatives, You shall inform such Representatives of the confidential and proprietary nature of the Confidential Information. You shall be responsible for any breach of the confidentiality obligations herein by any of Your Representatives.

“Confidential Information” is all non-public, confidential, or proprietary information, data, reports, interpretations, forecasts, and records containing or otherwise reflecting information that is furnished to You or any of Your Representatives by or on behalf of Emerson or Summit, that is (a) prepared by Emerson or Summit or any of its Representatives or otherwise; and (b) in written, oral, electronic, or other form. Confidential Information shall not include information that You can demonstrate: (i) You rightfully know, or was in Your possession, prior to its disclosure by Summit or Emerson or its Representatives; (ii) is or became generally available to the public other than as a result of this RFI; and (iii) is independently derived by You or Your Representatives without the aid, application or use of Confidential Information.

For purposes of this Agreement, “Representatives” shall mean a party’s subsidiaries and affiliates, and its and their respective employees, directors, partners, officers, owners, controlling persons, investors, the limited partners in its funds, debt and equity financing sources, representatives, agents, consultants, and professional advisors (including financial advisors, counsel, and accountants), but solely to the extent they receive Confidential Information.

You shall immediately notify Emerson and Summit if You become aware of any unauthorized disclosure or use of the Confidential Information, whether by You, Your Representatives, or others.

Within 15 days of receipt of Summit’s or Emerson’s request, You shall, and shall cause Your Representative to, return or destroy all Confidential Information. You and Your Representatives shall not retain any copies, summaries, or extracts thereof, and shall, upon request, certify such return and/or destruction in writing to the requesting party within such 15-day period. No party will be required to return or destroy any electronic copies of Confidential Information archived in its electronic records archival system until such items are destroyed in accordance with its normal destruction policies, and, in such event, the confidentiality obligations herein shall remain in full force and effect until such time that such Confidential Information is destroyed.