Consulting Services Agreement, effective as of August 1, 2023, by and among StepStone Group Inc., StepStone Group LP, MMAR HNL, LLC and Monte Brem

3.Confidential Information.

(a)Definition. “Confidential Information” means any of the Company's (including its parents, affiliates or subsidiaries (collectively, “Affiliates”)) proprietary information, technical data, trade secrets or know-how, including but not limited to all actual or potential customer, employee, supplier, and distributor lists, contacts and addresses, information about employees and employee relations, training manuals and procedures, information about recruitment methods and procedures, employment contracts, information about marketing, business plans and projections, pricing information, information about costs and expenses, budgets, proposals, financial information, product plans, products, services, research, developments, systems, formulas, technology, inventions, databases, know-how, developments, experiments, improvements, prototypes, computer programs, software, processes, designs, tapes, and compilations of information that are owned by the Company, its Affiliates, other parties with which the Company or its Affiliates do business (“Third Parties”) or customers of Company or its Affiliates (“Customers”), and that are used in the operation of the business of Company or its Affiliates, Third Parties and/or Customers. Confidential Information includes, but is not limited to, information disclosed to or developed by either MMAR or Brem in connection with the Consulting Services. Confidential Information shall not include information that: (i) is now or subsequently becomes generally available to the public through no wrongful act or omission of MMAR or Brem; (ii) MMAR or Brem can demonstrate to have had rightfully in their possession prior to disclosure by the Company; (iii) is independently developed by MMAR or Brem without the use, directly or indirectly, of any Confidential Information; or (iv) MMAR or Brem rightfully obtains from a third party who has the right to transfer or disclose it.

(b)Non-Use and Non-Disclosure. Except to the extent necessary to perform the Consulting Services, neither MMAR nor Brem shall reproduce, use, distribute, disclose or otherwise disseminate Confidential Information. Neither MMAR nor Brem shall cause, through action or inaction, any Confidential Information to become non-confidential. Neither MMAR nor Brem shall remove Confidential Information from the Company or Company-designated locations or devices, except as expressly permitted by the Company in writing. In the event MMAR or Brem are required to disclose any Confidential Information pursuant to judicial order or other legal mandate, MMAR and/or Brem shall promptly notify the Company to enable the Company to seek a protective order or similar remedy to prevent such disclosure. If the Company is unable to obtain a protective order or similar remedy, MMAR and Brem agree to only disclose that portion of the Confidential Information that is required to be disclosed and to maintain the confidentiality of any other Confidential Information.

(c)Third Party Confidential Information. MMAR and Brem shall not improperly use or disclose any proprietary information, confidential information, or trade secrets of any former or current employer or other person or entity with which MMAR or Brem has an agreement or duty to keep in such information or secrets confidential.

(d)Notwithstanding anything herein to the contrary, nothing in this Agreement shall (i) prohibit MMAR or Brem from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, or (ii) require notification or prior approval by the Company of any reporting described in this clause 3(d).

4.Return of Company Property and Information. At the Company’s request, MMAR and Brem shall deliver to the Company the originals and all copies of such documents and materials and any other property of any nature belonging to the Company or relating to the Company’s business in MMAR or Brem’s possession or control, including all forms of Confidential Information and other Company Property. In the event of termination of this Agreement, MMAR and Brem shall return all such property and Confidential Information (original, hard and electronic copies), including permanently deleting any Confidential Information stored in MMAR and Brem’s personal computers or any mobile, cloud, or other storage medium.

5.Compliance with the Company’s Code of Ethics: Brem acknowledges that in the performance of the Consulting Services he may become aware of information that is either sensitive or confidential in nature. As such, Brem agrees to abide by the Partnership’s Code of Ethics, contained in the Partnership’s Global Compliance Manual and the Company’s Code of Conduct and Ethics (collectively, “Code of Ethics”). By signing this Agreement, Brem acknowledges that he has received, read and understands the Code of Ethics and that he will comply with its requirements, with the sole exception being that Brem is not required to: (a) report ore pre-clear personal trading transactions on ComplySci (but, for the avoidance of doubt, must pre-clear trades relating to the equity of the Company with the Chief Legal Officer and Chief Compliance Officer); or (b) complete quarterly or annual compliance reports on ComplySci. Brem acknowledges and agrees that he may not transact in any security or recommend a transaction to others if Brem thinks he might have access to material non-public information regarding such transaction. If Brem thinks he might have access to material non-public information regarding a proposed transaction, he agrees and is obligated to: (1) report the information and potential transaction to the Chief Compliance Officer; (2) refrain from purchasing or selling securities until expressly authorized by the Chief Compliance Officer; and (3) avoid communicating the information inside or outside of the Company, other than to the Chief Compliance Officer.

6.Defend Trade Secrets Act. Pursuant to the Defend Trade Secrets Act of 2016, neither MMAR nor Brem shall be held criminally, or civilly, liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a Federal, State, or local government official, or an attorney, for the sole purpose of reporting, or investigating, a violation of law. MMAR or Brem may disclose trade secrets in a complaint, or other document, filed in a lawsuit, or other proceeding, if such filing is made under seal. If MMAR or Brem files a lawsuit alleging retaliation by the Company for reporting a suspected violation of the law, MMAR or Brem may disclose the trade secret to their attorney and use the trade secret in the court proceeding, if MMAR or Brem files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

(h)Counterparts. This Agreement may be executed in counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.