Page 500 - Onboarding May 2017

Item 36 - No Gratuities.
Supplier shall not offer or provide to the employees, agents or other representatives of the Co-op, its Selected Buyers, and/or
the Servicers any gratuities, gifts, payments, or anything of value, whether or not in an attempt to influence such person's
administration of the provisions of this Agreement or to otherwise gain unfair advantage over the Co-op, its Selected Buyers
and/or the Servicers.

Item 37 - Confidential Information.

(a) The Co-op and Supplier (each, a “Receiving Party”) acknowledge that they may be furnished with,
receive, or otherwise have access to information of or concerning the other or its affiliates (the “Providing
Party”) which the Providing Party considers to be proprietary and confidential ("Proprietary Information").
The Providing Parties each agree to limit disclosure of Proprietary Information to only that information
necessary for the Receiving Party to know in order to perform its obligations under this Agreement. Except
as authorized by this Agreement or in writing by the Providing Party, no Receiving Party shall:

(i) Disclose in any manner (including, without limitation, through patent or
copyright applications) any Providing Party’s Proprietary Information to any third party;

(ii) Use any Providing Party’s Proprietary Information for its own account or
purposes or for other purposes of any third party;

(iii) Make, photocopy, reproduce or disclose any tangible items containing any
Providing Party’s Proprietary Information except as reasonably necessary to perform its obligations under
this Agreement;

(iv) Communicate or disclose to any third party that Proprietary Information has
been disclosed to it, or that a business relationship exists between the parties hereto; or

(v) Disregard its obligations of confidence and use by selecting a series of items of
knowledge from unconnected sources and fitting them together through its knowledge or use of any Providing
Party’s Proprietary Information so as to attempt a justified use thereof for its own purposes or for that of any third
party; provided, however, a Receiving Party may disclose Proprietary Information to the extent required pursuant to
any court order or as otherwise required by any law or governmental authority. The Receiving Party shall give the
Providing Party reasonable advance notice of any such proposed disclosure to permit the Providing Party the
opportunity to contest the validity of the court order or seek an injunction or other legal restriction on the Receiving
Party’s obligation to disclose such Proprietary Information.

(b) For purposes of this Agreement, Proprietary Information shall not include information:

(i) in the public domain as of the Effective Date or which later becomes part of
the public domain from a source other than a Receiving Party;

(ii) any Receiving Party had in its possession prior to the Effective Date other
than information obtained from a Providing Party; or

(iii) any Receiving Party receives from a bona fide third party having the right to
disclose such information to such party without restrictions or obligations of confidentiality.

Each Receiving Party hereto shall (i) be responsible for maintaining the confidentiality of any Providing Party’s
Proprietary Information disclosed to or otherwise obtained by such Receiving Party; (ii) take all reasonable measures to
prevent unauthorized disclosure of any Providing Party’s Proprietary Information disclosed to or otherwise obtained by such
Receiving Party; (iii) disclose any Providing Party’s Proprietary Information only to those of its employees who are necessary
to carry out the purposes of this Agreement and make such employees aware of the obligations of this Agreement; (iv) take
all reasonable measures to enforce this Agreement with its current and former employees who, while in the employ of the
Receiving Party, may have had access to any Providing Party’s Proprietary Information; and (v) upon request, promptly
return to a Providing Party all of the Providing Party’s Proprietary Information. The parties acknowledge that no license rights
to Proprietary Information are granted directly or by implication by this Agreement. Each Receiving Party agrees to indemnify
and hold harmless a Providing Party from all damages and expenses, including reasonable attorneys fees which the
Providing Party may sustain as a result of any unauthorized disclosure or other breach of this Agreement by the Receiving
Party. Each Providing Party shall have the right to enforce this Agreement by injunctive relief and/or recovery of damages.

Item 38 - Notices.