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Case 1:20-bk-12043 Doc 122-2 Filed 07/29/20 Entered 07/29/20 15:35:30 Desc <br /> Exhibit B - Engagement Agreement Page 10 of 12 <br /> 3. Additional Services <br /> 3.1 Responsibility for other parties—You shall be solely responsible for the work and fees of any other <br /> party engaged by you to provide services in connection with the Engagement regardless of whether <br /> such party was introduced to you by us. Except as provided in this Engagement Contract,we shall not <br /> be responsible for providing or reviewing the advice or services of any such third party,including <br /> advice as to legal,regulatory,accounting or taxation matters. Further,we acknowledge that we are not <br /> authorized under our Engagement Contract to engage any third party to provide services or advice to <br /> you,other than our agents or independent contractors engaged to provide Services,without your written <br /> authorization. <br /> 4. Confidentiality <br /> 4.1 Restrictions on confidential information—Both parties agree that any confidential information <br /> received from the other party shall only be used for the purposes of providing or receiving Services <br /> under this or any other contract between us.Except as provided below,neither party will disclose the <br /> other parry's confidential information to any third party without the other parry's consent.Confidential <br /> information shall not include information that: <br /> 4.1.1 is or becomes generally available to the public other than as a result of a breach of an <br /> obligation under this Clause 4.1; <br /> 4.1.2 is acquired from a third party who,to the recipient parry's knowledge,owes no obligation of <br /> confidence in respect of the information;or <br /> 4.1.3 is or has been independently developed by the recipient. <br /> 4.2 Disclosing confidential information -Notwithstanding Clause 1.1 or 4.1 above,either party will be <br /> entitled to disclose confidential information of the other to a third party to the extent that this is required <br /> by valid legal process,provided that(and without breaching any legal or regulatory requirement)where <br /> reasonably practicable not less than 2 business days'notice in writing is first given to the other party. <br /> 4.3 Citation of engagement—Without prejudice to Clause 4.1 and Clause 4.2 above,to the extent our <br /> engagement is or becomes known to the public,we may cite the performance of the Services to our <br /> clients and prospective clients as an indication of our experience,unless we and you specifically agree <br /> otherwise in writing. <br /> 4.4 Internal quality reviews—Notwithstanding the above,we may disclose any information referred to in <br /> this Clause 4 to any other FTI entity or use it for internal quality reviews. <br /> 4.5 Maintenance of workpapers—Notwithstanding the above,we may keep one archival set of our <br /> working papers from the Engagement,including working papers containing or reflecting confidential <br /> information,in accordance with our internal policies. <br /> 4.6 If this Engagement involves the processing of personal data as governed by Regulation(EU)2016/679 <br /> of the European Parliament and of the Council of 27 April 2016,the terms of the Data Protection <br /> Schedule attached hereto as Schedule B shall apply to this Engagement and it shall form an integral part <br /> of this Engagement Contract.In the event of a conflict between the terms of this Engagement Contract <br /> and the terms of Schedule B,the terms of Schedule B shall prevail in relation to the processing of such <br /> personal data.If such personal data is processed in connection with this Engagement,the Company <br /> shall notify FTI in writing before any personal data is disclosed to FTI. <br /> -2- <br />