TPG Pace Beneficial Finance Corp.
Except as required by law or regulation, or pursuant to order of a court of competent jurisdiction, no analysis, information or advice, whether communicated in written, electronic, oral or other form, provided by TPG Capital BD to Client or to its Client Representatives or its affiliates (as such term is defined below) in connection with the Engagement (the TPG Capital BD Information) shall be disclosed by the Client or such Client Representatives, in whole or in part, to any third party, or circulated or referred to publicly, or used for any purpose other than in connection with the Engagement and the Transaction without the prior written consent of TPG Capital BD. Except as required by law or regulation, or pursuant to order of a court of competent jurisdiction, neither party may disclose to any third party the existence or terms of this Agreement without the prior written consent of the other party. Notwithstanding anything herein to the contrary, the fact of TPG Capital BDs Engagement may be disclosed by the Client to its affiliates and its directors, officers, accountants, legal advisors and employees (the Client Representatives) to the extent required for the exclusive purpose of the Engagement or as required by law, rule or regulation. For avoidance of doubt, TPG Capital BDs Engagement may be disclosed in the Clients registration statement, preliminary prospectus, prospectus and each amendment or supplement to any of them, as filed with the Securities and Exchange Commission. The Client shall cause and hereby represents that each of its Client Representatives to whom the TPG Capital BD Information is disclosed is legally bound to keep such TPG Capital BD Information confidential as provided by this Section 6. The Client shall be responsible for any damages to TPG Capital BD to the extent caused by breaches of this Section 6 by any of its Client Representatives.
TPG Capital BD agrees to keep confidential all material nonpublic information provided to it by the Client (the Client Information). Notwithstanding any provision herein to the contrary, TPG Capital BD may disclose Client Information to its affiliates, members, officers, accountants, agents, legal advisors and employees (the TPG Capital BD Representatives) to the extent required for the exclusive purpose of the Engagement. TPG Capital BD shall cause and hereby represents that each of its TPG Capital BD Representatives to whom the Client Information is disclosed is legally bound to keep such Client Information confidential as provided by this Section 6. TPG Capital BD shall be responsible for any damages to the Client to the extent caused by breaches of this Section 6 by any of its TPG Capital BD Representatives.
TPG Capital BD Information shall be considered public and not protected by this Agreement if (a) it is or becomes generally available to the public other than as a result of a disclosure by the Client or a Client Representatives in breach of the terms of this Section 6, (b) it becomes available to the Client on a non-confidential basis from a source (other than TPG Capital BD or a TPG Capital BD Representative) not known by the Client to be under a duty of confidentiality to TPG Capital BD, or (c) if it is already known to the Client at the time of disclosure.
Nothing in this Agreement shall obligate either party to refrain from disclosure of TPG Capital BD Information or the Client Information (as the case may be, Confidential Information) hereunder to the extent such disclosure is required by law, regulation or judicial process or at the request of a regulatory authority. In the event that any Confidential Information is required to be disclosed by law, including without limitation, pursuant to the terms of a subpoena or similar document or in connection with litigation or other legal proceedings, the receiving party of such information hereby agrees, to the extent permitted by applicable law or regulation, to notify the disclosing party promptly of the existence, terms and circumstances surrounding such request. To the extent permitted by applicable law or regulation, the receiving party shall allow the disclosing party, in its sole discretion and at its sole expense, to contest the disclosure of Confidential Information on the disclosing partys behalf, and the receiving party will reasonably cooperate with the disclosing party in such efforts to contest such disclosure at disclosing partys expense.