Business Confidential Information. In the event that information identified in a timely fashion as business-confidential is furnished or created under this Arrangement, each Party and its participants shall protect such information in accordance with applicable laws, regulations, and administrative practices. Information may be identified as "business-confidential" if a person having the information may derive an economic benefit from it or may obtain a competitive advantage over those who do not have it, and the information is not generally known or publicly available from other sources, and the owner has not previously made the information available without imposing in a timely manner an obligation to keep it confidential.
Business Confidential Information. (a) The Sellers acknowledge and agree that the books, records, data and other documents and confidential information concerning the Business and/or the products, services, customer development information (including customer and prospect lists), sales activities and procedures, promotional and marketing techniques, pricing, plans and strategies, financing, development and expansion plans and credit and financial data concerning customers and suppliers and other information of or to the extent relating primarily to the Business are considered by Purchaser to be confidential, and in some cases are in the nature of trade secrets, and are valuable assets of the Business, access to and knowledge of which are essential to preserve the goodwill, customer relationships and ongoing business relationships of the Business for the benefit of Purchaser. The Sellers further agree that all knowledge and information described in the preceding sentence that is not in the public domain (unless such knowledge and information is in the public domain as a result of a breach of this or any other confidentiality agreement by the Sellers or any of their Affiliates) shall be considered confidential information (collectively, the “Business Confidential Information”). For the avoidance of doubt, the term Business Confidential Information shall not include information to the extent it (i) does not relate to the Business, (ii) becomes available to the Sellers or any of their Affiliates on a non-confidential basis from a source other than Purchaser or, after the Closing, the Purchased Entities; provided that to the Sellers’ or any of their Affiliates’ knowledge such source is not bound by a confidentiality agreement with or similar obligation to Purchaser or the Purchased Entities with respect to such information, (iii) is independently developed by the Sellers or any of their Affiliates under circumstances not involving a breach of this Section 6.15, or (iv) is publicly disclosed pursuant to a lawful requirement or request from a Governmental Authority acting within its jurisdiction, or non-confidential disclosure is otherwise required by Law.
(b) The Sellers hereby agree that following the Closing Date they shall hold the Business Confidential Information in confidence and not use or disclose or cause or permit to be used or disclosed any of the Business Confidential Information for any reason or purpose whatsoever, except and to the extent any disclosure of Business Confidential Inf...
Business Confidential Information. Information containing know-how, trade secrets, or technical, commercial, or financial information, which:
(i) Has been held in confidence by its owner;
(ii) Is not generally known or available from other sources;
(iii) Has not been made available by its owner to others without an obligation concerning its confidentiality; and
(iv) Is not available to the receiving party without obligations concerning confidentiality.
Business Confidential Information a) Each Party shall safeguard and protect identified Business Confidential Information that is furnished or is created pursuant to this Agreement in accordance with Annex I to this Agreement. The receiving Party shall maintain security over such items, and they shall not be retransferred without the authority of the government that provided such items.
b) The Parties shall ensure that any Participants are legally required to control and safeguard Business Confidential Information in accordance with this Agreement.
Business Confidential Information. In the event that information identified in a timely fashion as business-confidential is furnished or created under the Agreement, each Party and its participants shall protect such information in accordance with applicable laws, regulations, and administrative practices. Information may be identified as “business-confidential” if a person having the information may derive an economic benefit from it or may obtain a competitive advantage over those who do not have it, if the information is not generally known or publicly available from other sources, and if the owner has not previously made the information available without imposing in a timely manner an obligation to keep it confidential. Neither Party nor its participants shall publish or transfer to third parties business-confidential information furnished or created under the Agreement without the prior written consent of the other Party or its participants. The Government of the United States of America and the Government of the Russian Federation, hereinafter referred to as the Parties, have already taken significant steps toward ending the production of fissile material for use in nuclear weapons. These steps include the signing of the Agreement Between the Government of the United States of America and the Government of the Russian Federation Concerning Cooperation Regarding Plutonium Production Reactors (PPRA) of September 23, 1997, concerning the cessation of the generation of weapon-grade plutonium at United States and Russian plutonium production reactors. One of the key objectives of the Agreement Between the Government of the United States of America and the Government of the Russian Federation Concerning the Management and Disposition of Plutonium Designated as No Longer Required for Defense Purposes and Related Cooperation, hereinafter referred to as the Agreement, is to reduce irreversibly stockpiles of weapon-grade plutonium from each side’s nuclear weapons programs. Both Parties recognize that this disposition will require significant resources. Both Parties also recognize that it would make little sense for either side to commit significant financial and other resources to dispose of such plutonium if either side were planning to continue to separate and accumulate new weapon-grade plutonium. In this light: • The Parties reaffirm their intentions not to produce any new weapon-grade plutonium, including by reprocessing of spent fuel or by any other technological process, for nuclear weap...
Business Confidential Information. Information containing know-how, trade secrets, or technical, commercial, or financial information, which:
Business Confidential Information. (a) Following the Closing, the Companies shall, and shall cause their respective Affiliates to, treat and hold any proprietary and confidential information of the Sellers and their respective Affiliates that is not included within the Transferred Assets (collectively, the “Business Confidential Information”) with at least the same degree of care, but no less than reasonable care, with which it protects its own confidential information.
(b) The obligations of confidentiality contained in Section 5.04(a) with respect to the Business Confidential Information shall not apply to any information to the extent that (i) it is already, or becomes, publicly available or otherwise part of the public domain after the Closing Date, and other than through any fault of a Company or any of its Affiliates in breach of this Agreement, (ii) it is disclosed to a Company or any of its Affiliates after the Closing Date, other than under an obligation of confidentiality, by a Third Party who has no obligation of any nature to the Sellers not to disclose such information to others or (iii) it is acquired or developed independently by a Company after the Closing Date without reference to any Business Confidential Information in possession of such Company or any of its Affiliates as of immediately prior to the Closing. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
(c) Notwithstanding Section 5.04(a), the Companies may disclose Business Confidential Information to the extent required by any Governmental Authority or otherwise as required by Law or legal process. Before disclosing Business Confidential Information pursuant to this Section 5.04(c), the relevant Company shall provide the Sellers with reasonably prompt notice of any court order, subpoena or interrogatories that requires disclosure of the Business Confidential Information so that the Sellers may seek a protective order or other appropriate remedy or waive compliance with this Agreement to the extent legally permitted. The relevant Company shall consult with the Sellers on the advisability of taking steps to resist or narrow such request or requirement and shall otherwise cooperate with the efforts of the Sellers to protect the Business Confidential Information. Further, in the event such disclosure is required by any Governmental Authori...
Business Confidential Information. From and after the Closing Date until the third (3rd) anniversary thereof, each Seller, on behalf of itself and each of its Affiliates, shall keep, and shall cause their respective Representatives to keep, any confidential and proprietary information that is Related to the Business (the “Business Confidential Information”) confidential, with at least the same degree of care that such Seller applies to its own confidential and proprietary information pursuant to its applicable policies and procedures in effect on the Closing Date and shall not disclose such Business Confidential Information to any Person; provided, however, that each such Person may disclose such information that (a) is or becomes publicly available other than by disclosure by such Person or any of its Affiliates or (b) such Person is required to disclose by Law; provided, further, that such Person will give the Purchaser adequate advance notice so that the Purchaser may seek a protective order or take other reasonable actions to preserve the confidentiality of such information. It is further agreed and understood that the foregoing shall not limit the Sellers or their Affiliates or successors or assigns from continuing to use such Business Confidential Information that also constitutes confidential and proprietary information related to Sellers’ Other Businesses.
Business Confidential Information. Seller, Argotec Holdings and each Ultimate Equity Holder understands and acknowledges that such Person has had access to and has learned (i) information proprietary to Intermediate LLC, the Company and the Subsidiaries, including Intellectual Property and Technology, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business plans and all other confidential information with respect to the business of the Company and its Subsidiaries, (ii) other confidential or proprietary information of Intermediate LLC, the Company and its Subsidiaries obtained by such Person prior to the Closing, including the terms of this Agreement and the other agreements contemplated hereby, and (iii) other confidential or proprietary information of Intermediate LLC, the Company, the Subsidiaries, Buyer or their respective Affiliates obtained by such Person pursuant to the terms of this Agreement and the other agreements contemplated hereby (collectively, the “Business Confidential Information”). Seller, Argotec Holdings and each Ultimate Equity Holder hereby agrees that, upon the terms and subject to the conditions set forth herein, until the five (5) year anniversary of the Closing Date, such Person (i) will keep confidential all Business Confidential Information, and (ii) will not, directly or indirectly, disclose any Business Confidential Information to any third party (including, in the case of the Wind Point Equity Holders, any of their respective portfolio companies) or use any Business Confidential Information in any way, in each case other than (in the case of any Ultimate Equity Holder that is an Assumed Employee) for the benefit of Buyer, the Company or the Subsidiaries in performance of such Person’s duties as an officer or employee of Buyer, the Company or a Subsidiary. The restrictions contained in this Section 8.9 shall not apply to any information which (x) is at the Closing Date or thereafter becomes generally available to the public other than as a result of a disclosure, directly or indirectly, by Seller, Argotec Holdings or any Ultimate Equity Holder in violation of this Agreement or a breach by any other Person of any legal or contractual obligation known to Seller, Argotec Holdings or any Ultimate Equity Holder, (y) is required to be disclosed by applicable Law, provided, that, in such event, Seller, Argotec Holdings or the applicable Ultimate Equity Holder (as applicable) shall use reasonabl...
Business Confidential Information. In the event that information identified in timely fashion as business-confidential is furnished or created under this Agreement, each Party and its participating entities shall protect such information in accordance with applicable laws, regulations, and administrative practices.
