Confidentiality

Consultant agrees not to disclose, transfer, use, copy, or allow access to any confidential or proprietary information of Altair and/or Altair's clients, except as authorized by Altair and/or Altair's clients. The attached "Non-Disclosure and Intellectual Property Rights Agreement" shall be deemed a part of this Agreement.

Ali Namvar and, for so long as Ali Namvar remains a director of the Company, Matthew H. Paull, may share confidential information with the Pershing Square Group regarding the Company in accordance with and subject to a confidentiality agreement, which the Pershing Square Group shall enter into with the Company (the "Confidentiality Agreement"), dated the date hereof, the form of which is attached as Exhibit A hereto.

Each Responsible Person shall exercise care not to disclose confidential information acquired in connection with such status or information the disclosure of which might be adverse to the interests of [Company.Name]. Furthermore, a Responsible Person shall not disclose or use information relating to the business of [Company.Name] for the personal profit or advantage of the Responsible Person or a Family Member.

Subject to Section 12.1(b), each Member shall keep confidential and not use, reveal, provide or transfer to any third party any Confidential Information that it obtains or has obtained concerning the Company or the other Member without the prior written consent of the other Member, which consent shall not be unreasonably withheld or delayed, except (i) to the extent that disclosure to a third party is required by Law, (ii) information that, at the time of disclosure, is generally available to the public (other than as a result of a breach of this Agreement or any other confidentiality agreement to which such Person is a party or of which it has knowledge), as evidenced by generally available documents or publications, and (iii) information that was in the disclosing party's possession before the Effective Date (as evidenced by appropriate written materials) and was not acquired directly or indirectly from the Company or the other Member.

by the providing Person as confidential, in each case including all analyses, interpretations, compilations, studies and evaluations based on the information, data, knowledge and know-how that are generated or prepared by or on behalf of the recipient of the information, data, knowledge or know-how.

The Parties hereto shall strictly abide by all provisions hereof, obey the contractual spirit, and strictly maintain the confidentiality of business secrets and do not disclose any provisions (including but not limited to the provisions on Rent, Performance Bond, etc.) hereof to any third party[excluding directors, employees and professional advisers (including legal and financial advisers) that may be required to assess the provisions or contents hereof and government departments that accept filing and registration applications, provided that the Party shall ensure that the aforesaid excluded personnel abide by the confidentiality obligation applicable to itself hereunder].

From time to time, a party (the "Discloser") may disclose, exchange, or make available, the party's "Confidential Information" (as that term is defined below) to the other parties. For purposes of this Agreement, "Confidential Information" shall mean any information, data, or materials pertaining to the Discloser's or the Discloser's affiliates' or subsidiaries' business, financial, or internal plans or affairs, regardless of form of communication (whether oral, in hard copy, electronic, or any other medium whatsoever), and whether furnished before, on, or after the date of this Agreement, that is not currently available to the general public, and for which the owning party derives actual or potential value from said unavailability.

Each party agrees to keep the financial terms of this Agreement and any Confidential Information confidential, except as required to carry out its duties or as required by law. Access to Confidential Information shall be granted with consent or as required by law.

Without limiting anything to the contrary in this Agreement, except as required by law, the undersigned agrees not to disclose the terms hereof to any person or entity, other than the undersigned's attorneys, accountants, financial advisors, or members of the undersigned's immediate family. Notwithstanding the foregoing, the undersigned may disclose the provisions of the Restrictive Covenants set forth in Section 8 above and in Exhibit A hereto to a prospective employer.

The parties hereto agree that each shall treat confidentially all information provided by each party to the other regarding its business and operations. All confidential information provided by a party hereto shall be used by any other party hereto solely for the purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by or to any bank examiner of the Custodian or any Subcustodian, any Regulatory Authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by Applicable Law.

Each Party shall use the same standard of care to prevent the public disclosure and dissemination of the Confidential Information of the other Party. Confidential Information includes marketing plans, product plans, business strategies, financial information, forecasts, Personal Information, Highly Sensitive Information, customer lists and customer data, technical documents and information, and any similar confidential materials and information.

Holder shall not, during or after employment with the Company or its Subsidiaries, directly or indirectly, disclose or use (except in the course of his/her employment by the Company or its Subsidiaries) any secret or confidential information, knowledge or data of the Company or its Subsidiaries whether or not it was obtained, acquired or developed by Holder, without first securing written consent thereto of a duly authorized officer of the Company or its applicable Subsidiary.

Each party agrees to keep confidential any information received from the other party that is marked as confidential or that should reasonably be understood to be confidential. This obligation of confidentiality shall survive the termination of this contract.

The contents, terms, and conditions of this Agreement must be kept confidential by [Employee.Name] and may only be disclosed to their accountant or attorneys or pursuant to subpoena or court order. Any breach of this confidentiality provision shall be deemed a material breach of this Agreement.

During the Term and for a period of [Years] years thereafter, except as otherwise provided in this Agreement, Receiving Party shall (a) not publish or disclose any Confidential Information of the other party to any Third Party other than a Third Party contractor, collaborator or sub-license contemplated hereunder or (b) use any Confidential Information of the other party solely for the purpose of this Agreement.

Each Stockholder (subject to applicable fiduciary duties), agrees to and shall keep strictly confidential, and will not disclose or divulge, any confidential, proprietary or secret information which such Stockholder has

"Confidential Information" means any and all non-public scientific, technical, financial regulatory or business information, or data or trade secrets in whatever form (written, oral or visual) that is furnished or made available by one Party (the "Discloser") to the other (the "Recipient") or developed by either Party under this Agreement. Confidential Information of Atara includes (x) Atara Materials, Atara Technology and Improvements; (y) development and marketing plans, regulatory and business strategies, financial information, and forecasts of Atara; and (z) all information of third parties that Atara has an obligation to keep confidential. Confidential Information of Manufacturer includes (w) this Agreement, (x) Manufacturer Technology; (y) development and

You agree to keep the existence and terms of this Agreement confidential, except to your attorney, accountant, and immediate family. You may disclose to a potential employer that you are subject to Restrictive Covenants, but you may not disclose the terms without prior written consent from the Company.

We understand the Company will make public announcement on this Letter of Intent or disclose this Letter of Intent to the U.S. Securities and Exchange Commission. Other than this, we expect all parties to keep the Proposed Transaction in strict confidence before entering into definitive agreement or terminating negotiation, unless otherwise required by the applicable laws or the stock exchange rules.

The parties agree to use all possible measures to keep the existence of any dispute hereunder and any and all information concerning any arbitral proceedings and any order, decision or award strictly confidential except (i) to the extent necessary to enable a party to properly exercise or enforce its rights under this Agreement or under any order, decision, or award rendered by the arbitral tribunal, or (ii) to the extent required by applicable law or by regulations of any stock exchange or regulatory authority or pursuant to any order of court or any other competent authority or tribunal.

The terms of your Retention Bonus are to be kept strictly confidential, until such time as such terms are made public by the Company in its sole discretion.