Common use of Agreement to Maintain Confidentiality Clause in Contracts

Agreement to Maintain Confidentiality. (a) Each Seller hereby expressly represents and warrants that it has or may have knowledge of certain Proprietary Information included within the Intellectual Property being assigned to Buyer pursuant to this Agreement. Each Seller acknowledges and agrees that all such Proprietary Information is confidential and proprietary and that a substantial portion of the Purchase Price is being paid for such Proprietary Information. Each Seller acknowledges and agrees that Buyer would be irreparably damaged if any of such Proprietary Information was disclosed to, or used or exploited on behalf of, any Person other than Buyer or any of its Affiliates. Accordingly, each Seller covenants and agrees that it shall not, and it shall use its best efforts to ensure that any other Person acting on its behalf does not, without the prior written consent of Buyer, disclose, use or exploit any such Proprietary Information, for the benefit of either Seller or of any third-party, except that each Seller may disclose, use or exploit a particular item of such Proprietary Information if and to the extent (but only if and to the extent) that such item: (i) is or becomes publicly known or generally known through no act of either Seller in violation of this Agreement, or is obtained from a third party that may lawfully disclose such information without breaching any obligation of confidentiality applicable to such third party; (ii) is required to be disclosed to or by Order of a Governmental Authority or a court of law or otherwise as required by law; provided that prior to any such disclosure notice of such requirement of disclosure is provided to Buyer and Buyer is afforded the reasonable opportunity to object to such disclosure; (iii) is disclosed to the representatives of the Sellers working on the transactions contemplated by this Agreement and in such event, only to the extent necessary to evaluate or effect such transactions; or (iv) has been publicly disclosed by Buyer after the Closing. (b) Each Seller expressly acknowledges that the consideration paid by Buyer bears no relationship to the damages Buyer may suffer in the event of any breach of any of the covenants of Section 5.1(a), and that such covenants contain limitations that are reasonable and necessary to protect Buyer’s business interests. Each Seller hereby further acknowledges that money damages will be impossible to calculate and may not adequately compensate Buyer in connection with an actual or threatened breach by it of the provisions of this Section 5.1. Accordingly, each Seller hereby expressly waives all rights to raise the adequacy of Buyer’s remedies at law as a defense if Buyer seeks to enforce by injunction or other equitable relief the due and proper performance and observance of the provisions of this Section 5.1. In addition, each Seller hereby agrees that Buyer shall be entitled to injunctive relief in respect of the actual or threatened breach of the provisions of this Section 5.1, and hereby waives any requirement that Buyer shall be required to post a bond in connection therewith. Buyer shall also be entitled to pursue any other available remedies at law or equity, including the recovery of money damages, in respect of the actual or threatened breach of the provisions of this Section 5.1. Each Seller hereby expressly waives any right to assert inadequacy of consideration as a defense to enforcement of the covenants in this Section 5.1 should such enforcement ever become necessary.

Agreement to Maintain Confidentiality. (a) Each Seller hereby expressly represents and warrants The Sagicor Parties acknowledge that it has or may they have knowledge of certain Proprietary Confidential Information included within the Intellectual Property being assigned to Buyer pursuant to this Agreement. Each Seller acknowledges and agrees that all such Proprietary Confidential Information is confidential and proprietary to the Business and Sagicor Newco and constitutes valuable trade secrets of the Sagicor Parties and Sagicor Newco, which affect, among other things, the successful conduct, furtherance and protection of the Business. The Sagicor Parties further acknowledge that they have knowledge of certain Confidential Information that is confidential and proprietary to Playa. The Sagicor Parties acknowledge that the unauthorized use or disclosure of Confidential Information is likely to be highly prejudicial to the interests of Playa, Sagicor Newco and their respective owners, executive officers, directors, managers, customers, clients, licensees, licensors and suppliers, an invasion of privacy or an improper disclosure of trade secrets. The Sagicor Parties agree that a substantial portion of the Purchase Price transaction consideration is being paid for such Proprietary Informationthe Confidential Information relating to Sagicor Newco and the Business and that the Confidential Information (i) represents a substantial investment having great economic and commercial value to Playa, and (ii) constitutes a substantial part of the value to Playa of the Property being acquired. Each Seller acknowledges and agrees The Sagicor Parties further acknowledge that Buyer Playa would be irreparably damaged if any of such Proprietary the Confidential Information was disclosed to, or used or exploited on behalf of, any Person other than Buyer Playa or any of its Affiliates. Accordingly, each Seller covenants the Sagicor Parties covenant and agrees agree that it they shall not, directly or indirectly, and it shall use its their best efforts to ensure that any other Person acting on its behalf does notnone of their Affiliates, agents, consultants, advisors or representatives, without the prior written consent of BuyerPlaya, disclosediscloses, use uses, exploits, furnishes or exploit makes accessible to any Person, any such Proprietary Confidential Information, for the benefit of either Seller any such Person or of any third-of such other third party, at any time for so long as such information shall remain secret or confidential or otherwise remain wholly or partially protectable except that each Seller any Sagicor Party may disclose, use or exploit a particular item of such Proprietary Confidential Information if to the extent in compliance with Section 5.10 and to the extent (but only if and to the extent) that such itemitem is: (i1) is or becomes publicly known or generally known on a non-confidential basis to Persons in the industry, through no wrongful act of either Seller any Sagicor Parties or any of their respective Affiliates, agents, consultants, advisors or representatives, in violation of this Agreement, which Playa or any Sagicor Party is obtained from a third party that may lawfully disclose such information without breaching any obligation of confidentiality applicable to such third party; (ii) engaged and is required to be disclosed to or by Order of a Governmental Authority or a court of law or otherwise as required by law; provided that prior to any such disclosure notice of such requirement of disclosure is provided to Buyer and Buyer is afforded the reasonable opportunity to object to such disclosure; (iii) is disclosed to the representatives part of the Sellers working on the transactions contemplated by this Agreement and in such event, only to the extent necessary to evaluate or effect such transactionspublic domain; or (iv2) has been publicly disclosed or becomes available to a Sagicor Party on a non-confidential basis from a source other than any Sagicor Party or Playa or any of their respective Affiliates, agents or representatives, provided that such source is not bound by Buyer after the Closing.a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to any Sagicor Party or Playa or any other Person with respect to such information (b) Each Seller expressly acknowledges that Notwithstanding the consideration paid by Buyer bears no relationship to the damages Buyer may suffer foregoing, in the event that any Sagicor Party or any of its Affiliates, agents or representatives is required by Law or the rules of any breach stock exchange or order of a court of competent jurisdiction to disclose any Confidential Information, such Sagicor Party will promptly notify Playa in writing so that Playa may seek a protective order and/or other motion filed to prevent the production or disclosure of Confidential Information. If such motion is denied, such Sagicor Party (or any such Affiliate, agent or representative thereof) may disclose only such portion of the covenants Confidential Information which (i) in the written opinion of Section 5.1(a)its legal counsel is required by Law to be disclosed or (ii) Playa consents, and in writing, to having disclosed; provided, however, that (A) such covenants contain limitations that are Sagicor Party will use all reasonable and necessary efforts to protect Buyer’s business interests. Each Seller hereby further acknowledges that money damages will be impossible to calculate and may not adequately compensate Buyer in connection with an actual or threatened breach by it preserve the confidentiality of the provisions of this Section 5.1. Accordingly, each Seller hereby expressly waives all rights to raise the adequacy of Buyer’s remedies at law as a defense if Buyer seeks to enforce by injunction or other equitable relief the due and proper performance and observance remainder of the provisions of this Section 5.1. In addition, each Seller hereby agrees that Buyer shall be entitled to injunctive relief Confidential Information and (B) such Sagicor Party will not oppose any motion for confidentiality brought by Playa in respect of the actual or threatened breach of the provisions of this Section 5.1, and hereby waives any requirement that Buyer shall be required to post a bond in connection therewith. Buyer shall also be entitled to pursue any other available remedies at law or equity, including the recovery of money damages, in respect of the actual or threatened breach of the provisions of this Section 5.1. Each Seller hereby expressly waives any right to assert inadequacy of consideration as a defense to enforcement of the covenants in this Section 5.1 should such enforcement ever become necessary.such

Agreement to Maintain Confidentiality. (a) Each Seller hereby expressly represents and warrants acknowledges that it possesses certain commercial and service development and marketing information and other data and material specifically related to the Business that Seller has or may have knowledge of certain Proprietary Information included within treated as confidential throughout the Intellectual Property being assigned to Buyer pursuant to this Agreementperiod that Seller has owned and operated the Assets and the Business (the “Confidential Information”). Each Seller acknowledges and agrees that all such Proprietary the Confidential Information is confidential and proprietary and that a substantial portion of the Purchase Price is being paid for such Proprietary Information. Each Seller acknowledges and agrees that Buyer would be irreparably damaged if any of such Proprietary Information was disclosed to, or used or exploited on behalf of, any Person other than Buyer or any of its Affiliatesto Seller. Accordingly, each Seller covenants and agrees that for a period of five (5) years from and after the Closing Date it shall not, and it shall use its best efforts to ensure that any other Person acting on its behalf does notdirectly or indirectly, without the prior written consent of Buyer, disclose, use or exploit any such Proprietary Confidential Information, for the benefit of either Seller or of any third-party, except that each Seller may disclose, use or exploit disclose a particular item of such Proprietary Confidential Information if and to the extent (but only if and to the extent) that such item: : (i1) is or becomes publicly known or generally known in the industry through no act of either Seller in violation of this Agreement, or is obtained from a third party that may lawfully disclose such information without breaching any obligation of confidentiality applicable to such third party; ; (ii2) is required to be disclosed to or by Order order of a Governmental Authority or a court of law Entity or otherwise as required by law; provided that provided, that, to the extent reasonably practicable, prior to any such disclosure notice of such requirement of disclosure is provided to Buyer and so that Buyer is afforded the reasonable opportunity to object to may then seek confidential treatment for such Confidential Information in connection with such disclosure; ; or (iii3) is disclosed to Seller’s attorneys, accountants, or other agents or employees to the representatives of the Sellers working on extent necessary in connection with the transactions contemplated by this Agreement and in such event, only to the extent necessary to evaluate or effect such transactions; orAgreement (iva) has been publicly disclosed by Buyer after the Closing. (b) Each Seller hereby expressly acknowledges that the consideration paid by Buyer bears no relationship covenants contained in this Section 6.1 and Article 3 are integral to the damages sale to Buyer may suffer in the event of any breach of any of the covenants of Section 5.1(a), Assets and that such covenants contain limitations that are reasonable and necessary to protect Buyer’s business interests. Each Seller hereby further acknowledges that money damages will be impossible to calculate and may not adequately compensate Buyer in connection with an actual or threatened breach by it Seller of the provisions of this Section 5.16.1 and Article 3. Accordingly, each Seller hereby expressly waives all rights to raise the adequacy of Buyer’s remedies at law as a defense if Buyer seeks to enforce by injunction or other equitable relief the due and proper performance and observance of the provisions of this Section 5.16.1 and Article 3. In addition, each Seller hereby agrees that Buyer shall be entitled to injunctive relief in respect of the actual or threatened breach of the provisions of this Section 5.1, and hereby waives any requirement that Buyer shall be required to post a bond in connection therewith. Buyer shall also be entitled to pursue any other available remedies at law or equity, including the recovery of money damages, in respect of the actual or threatened breach of the provisions of this Section 5.1. Each Seller hereby expressly waives any right to assert inadequacy of consideration as a defense to enforcement of the covenants in this Section 5.1 should such enforcement ever become necessary.6.1 and Article 3

Agreement to Maintain Confidentiality. (a) Each Seller hereby expressly represents and warrants The IVonyx Parties acknowledge that it has or may they have knowledge of certain Proprietary Confidential Information included within the Intellectual Property being assigned to Buyer pursuant to this Agreement. Each Seller acknowledges and agrees that all such Proprietary Confidential Information is confidential and proprietary to the IVonyx Parties and constitutes valuable trade secrets of the IVonyx Parties, which affect, among other things, the successful conduct, furtherance and protection of the IVonyx Parties' business and goodwill. The IVonyx Parties acknowledge that the unauthorized use or disclosure of Confidential Information is likely to be highly prejudicial to the interests of Parent, Acquisition Sub or their customers, clients and patrons, an invasion of privacy, or an improper disclosure of trade secrets. The IVonyx Parties agree that a substantial portion of the Purchase Price is being paid for such Proprietary InformationConfidential Information and that it represents a substantial investment having great economic and commercial value to Acquisition Sub and Parent, and constitutes a substantial part of the value to Acquisition Sub and Parent of the Business. Each Seller acknowledges The IVonyx Parties further acknowledge that Acquisition Sub and agrees that Buyer Parent would be irreparably damaged if any of such Proprietary the Confidential Information was disclosed to, or used or exploited on behalf of, any Person other than Buyer Acquisition Sub or any of its Affiliates. Accordingly, each Seller covenants the IVonyx Parties covenant and agrees agree that it they shall not, directly or indirectly, and it shall use its their best efforts to ensure that any agents, representatives, Affiliates and any other Person persons acting on its the IVonyx Parties' behalf does (the IVonyx Parties and such agents, representatives, Affiliates and other persons with respect to the IVonyx Parties being collectively referred to as the "Restricted Persons") do ------------------ not, without the prior written consent of BuyerAcquisition Sub, disclose, use use, exploit, furnish or exploit make accessible to anyone or any other entity, any such Proprietary Confidential Information, for the benefit of either Seller any such Restricted Person or of any third-third party, at any time for so long as such information shall remain secret or confidential or otherwise remain wholly or partially protectable except that each Seller any IVonyx Party may disclose, use or exploit a particular item of such Proprietary Confidential Information if and to the extent (but only if and to the extent) that such itemitem is: (i) is or becomes publicly known or generally known on a non-confidential basis to persons in the industry, through no wrongful act of either Seller any Restricted Person, in violation which Acquisition Sub, Parent or any IVonyx Party is engaged and is part of this Agreement, or is obtained from a third party that may lawfully disclose such information without breaching any obligation of confidentiality applicable to such third partythe public domain; (ii) is required or was within an IVonyx Party's possession prior to its being furnished to such IVonyx Party by or on behalf of any IVonyx Party, Parent or Acquisition Sub, provided that the source of such information was not known by such IVonyx Party to be disclosed to bound by a confidentiality agreement with or by Order other contractual, legal or fiduciary obligation of a Governmental Authority or a court of law or otherwise as required by law; provided that prior confidentiality to any such disclosure notice of such requirement of disclosure is provided to Buyer and Buyer is afforded the reasonable opportunity to object IVonyx Party, Parent or Acquisition Sub or any other Person with respect to such disclosure;information; or (iii) or becomes available to an IVonyx Party on a non- confidential basis from a source other than any IVonyx Party, Parent or Acquisition Sub or any of their respective representatives, provided that such source is disclosed not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the representatives of the Sellers working on the transactions contemplated by this Agreement and in any IVonyx Party, Parent or Acquisition Sub or any other Person with respect to such event, only to the extent necessary to evaluate or effect such transactions; or (iv) has been publicly disclosed by Buyer after the Closinginformation. (b) Each Seller The IVonyx Parties hereby expressly acknowledges acknowledge that the consideration paid by Buyer bears no relationship covenants contained in this Section 6.7 are integral to the damages Buyer may suffer in the event of any breach of any purchase of the covenants of Section 5.1(a), ----------- Assets by Parent and that without the protection of such covenants contain limitations that are reasonable covenants, Acquisition Sub and necessary to protect Buyer’s business interestsParent would not have entered into this Agreement. Each Seller The IVonyx Parties hereby further acknowledges acknowledge that money damages will be impossible to calculate and may not adequately compensate Buyer Acquisition Sub and Parent in connection with an actual or threatened breach by it a Restricted Person of the provisions of this Section 5.16.7. Accordingly, on his or her own behalf and on behalf of each Seller of the ----------- other Restricted Persons, the IVonyx Parties hereby expressly waives waive all rights to raise the adequacy of Buyer’s Acquisition Sub's or Parent's remedies at law as a defense if Buyer Acquisition Sub or Parent seeks to enforce by injunction or other equitable relief the due and proper performance and observance of the provisions of this Section 5.16.7. In addition, each Seller hereby agrees that Buyer Acquisition Sub or Parent shall be entitled to injunctive relief in respect of the actual or threatened breach of the provisions of this Section 5.1, and hereby waives any requirement that Buyer shall be required to post a bond in connection therewith. Buyer shall also be entitled to ----------- pursue any other available remedies at law or equity, including the recovery of money damages, in respect of the actual or threatened breach of the provisions of this Section 5.16.7. Each Seller ----------- (c) The IVonyx Parties hereby expressly waives waive any right to assert inadequacy of consideration as a defense to enforcement of the confidentiality covenants in this Section 5.1 6.7 should such enforcement ever become necessary. ----------- (d) Notwithstanding clauses (a), (b) and (c) of this Section 6.7, the ----------- IVonyx Parties may use Confidential Information (other than trade secrets) relating to the Assets or the Excluded Assets following the Closing Date to the extent reasonably necessary to (i) collect accounts receivable included in the Excluded Assets and pay accounts payable included in the Excluded Liabilities, (ii) settle existing or prospective claims relating to the Excluded Assets or the Excluded Liabilities, (iii) restructure financial obligations relating to the Excluded Assets or the Excluded Liabilities, (iv) make changes in their capital structure, or (v) otherwise wind up the business and affairs of IVonyx relating to the Excluded Assets or Excluded Liabilities; provided the IVonyx Parties preserve the confidentiality of such Confidential Information as much as reasonably practicable.