Common use of Business Confidential Information Clause in Contracts

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 Information is required by Law or appropriate court order and sufficient advance written notice thereof, if legally permitted, is provided to Purchaser to permit Purchaser to seek a protective order or other appropriate remedy. The provisions of this Section 6.15 shall expire on the fifth anniversary of the Closing.

Business Confidential Information. (a) The Sellers acknowledge Seller acknowledges and agree agrees that the books, records, data and other documents and confidential information concerning the Company 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 Company Business are considered by Purchaser Buyer to be confidential, and in some cases cases, are in the nature of trade secrets, and are valuable assets of the Company Business, access to and knowledge of which are essential to preserve the goodwill, customer relationships and ongoing business relationships of the Company Business for the benefit of PurchaserBuyer. The Sellers Seller further agree agrees 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 Seller or any of their its 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 Company Business, (ii) becomes available to the Sellers Seller or any of their its Affiliates on a non-confidential basis from a source other than Purchaser or, after the Closing, the Purchased EntitiesBuyer; provided that to the Sellers’ Seller’s or any of their its Affiliates’ knowledge such source is not bound by a confidentiality agreement with or similar obligation to Purchaser Buyer or the Purchased Entities Company with respect to such information, (iii) is independently developed by the Sellers Seller or any of their its Affiliates under circumstances not involving a breach of this Section 6.158.6, 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 Lawlaw or regulation. (b) The Sellers Seller hereby agree agrees that following the Closing Date they it shall hold the Business Confidential Information in confidence and not use or disclose disclosure 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 Information is required by Law law or regulation or appropriate court order and sufficient advance written notice thereof, if legally permitted, is provided to Purchaser Buyer to permit Purchaser Buyer to seek a protective order or other appropriate remedy. The provisions of this Section 6.15 8.6 shall expire on the fifth anniversary of the Closing.

Business Confidential Information. (ai) 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 constitutes all of the extent it (i) does not relate to Confidential Information that has been used or held for use, or relied upon by Seller in the Business. Seller has not transferred ownership of, (ii) becomes available to the Sellers or nor granted 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 exclusive license with respect to, any Business Confidential Information to such informationany other Person. Except as set forth on Schedule 4.14(c)(i)(A), (iii) Seller is independently developed by the Sellers or any owner of their Affiliates under circumstances not involving a breach of this Section 6.15all right, title and interest in and to, or (iv) is publicly disclosed pursuant has licensed, with full power to a lawful requirement or request from a Governmental Authority acting within its jurisdictiontransfer and assign to Buyer, or non-confidential disclosure is otherwise required by Law. (b) The Sellers hereby agree that following the Closing Date they shall hold free and clear of any Encumbrances, each item comprising the Business Confidential Information and has the right to bring actions for infringement, misappropriation or other violation thereof. Schedule 4.14(c)(i)(B) contains a complete and accurate list of all payments due to a third party for any licensed Business Confidential Information. All Business Confidential Information is fully transferable and alienable to Buyer without payment of any kind to any other Person; however, all Business Confidential Information described in confidence those Contracts listed on Schedule 4.4, is fully transferable and alienable to Buyer without payment of any kind to any other Person in accordance with its terms. The documentation relating to all Business Confidential Information is current, accurate, and sufficient in detail and content to identify and explain it to an individual having appropriate education and experience and to allow its full and proper use by an individual having appropriate education and experience without reliance on the knowledge or memory of any other individual. Seller has used reasonable efforts to maintain the confidentiality of its Confidential Information. Except as set forth in Schedule 4.14(c)(i)(C), all Business Confidential Information is not use part of the public knowledge or disclose literature, and, has not been used, divulged, or cause appropriated by Seller to the detriment of the Business. Seller is not currently engaged in any dispute or permit disagreement with respect to be used any Business Confidential Information nor, to the Knowledge of Seller, are there any threatened disputes or disclosed any of disagreements regarding the Business Confidential Information. (ii) No Business Confidential Information for any reason or purpose whatsoeveris, except and to the extent Knowledge of Seller, subject to any disclosure proceeding or outstanding order or stipulation, (other than any license agreement to Seller), restricting in any manner the use, transfer, assignment or licensing thereof to Buyer, or which may adversely affect the validity, use or enforceability of such Business Confidential Information. Each item of Business Confidential Information is required valid, subsisting, and enforceable and any maintenance and renewal fees due in connection with such Business Confidential Information have been made. (iii) Except as set forth in Schedule 4.14(c)(iii)(A), the Business, including, without limitation, the business processes of the Business, does not, and, to the Knowledge of Seller, has not been alleged to, infringe upon, misappropriate, dilute (with respect to trademarks only), or otherwise violate any confidential or proprietary information or intellectual property owned by Law or appropriate court order and sufficient advance any other Person. Except as set forth in Schedule 4.14(c)(iii)(B), no written notice or claim has been received by Seller asserting that the Business, including, without limitation, the business processes of the Business, infringes upon, misappropriates or otherwise violates any confidential information, proprietary information, or any intellectual property owned or controlled by any other Person. (iv) Except as specified on Schedule 4.14(c)(iv)(A), Seller has not been informed in writing that any Person is infringing, misappropriating or otherwise violating or challenging or threatening in any way, any Business Confidential Information. To the Knowledge of Seller, Seller has not received any unwritten or verbal notification that any Person is infringing, misappropriating or otherwise violating or challenging or threatening in any way, any Business Confidential Information. Except as specified on Schedule 4.14(c)(iv)(B), Seller has not given any indemnification rights, other than those provided under the Uniform Commercial Code or any equivalent thereof, if legally permittedto any other Person against infringement, is provided to Purchaser to permit Purchaser to seek a protective order misappropriation or other appropriate remedy. The provisions violation of this Section 6.15 shall expire on any confidential information of a third party. (v) All Information Technology necessary to the fifth anniversary present operation of the ClosingBusiness is owned by Seller, free and clear of any Encumbrances, or is leased or licensed by Seller, with full power to transfer and assign such Information Technology to Buyer. (vi) All Off-the-Shelf Software necessary to the operation of the Business as of the Closing have been licensed (including shrink-wrap and click-wrap licenses) by Seller.

Business Confidential Information. (a) The Sellers acknowledge Each Seller hereby acknowledges that, by reason of its direct or indirect ownership of the Company or any Blocker Company, as applicable, it has acquired, and agree that may acquire after the booksdate of this Agreement pursuant to this Agreement or in connection with the transactions contemplated hereby, recordsconfidential or proprietary information relating to the business, data and other documents and confidential information concerning the Business and/or the productsaffairs, servicesoperations, customer development information (including customer and prospect lists)assets, sales activities and proceduresliabilities, promotional and marketing techniquespersonnel, pricing, plans and strategies, financing, development and expansion plans and credit results of operations 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 condition of the Business, access to Blocker Companies 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 Target Companies (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 Each Seller further acknowledges that the avoidance of doubtPurchaser and the Target Companies would be irreparably damaged if, 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 at any of their Affiliates on a non-confidential basis from a source other than Purchaser or, time after the Closing, the Purchased Entities; provided that to the Sellers’ any Business Confidential Information possessed by such Seller or any of their its Affiliates’ knowledge such source is not bound , officers, directors, employees, representatives or agents were disclosed to or used by a confidentiality agreement with or similar obligation to any Person other than the 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 LawAffiliates. (b) The Sellers hereby agree From and after the Closing, each Seller covenants and agrees that following it shall not, and shall cause its Affiliates not to, and that it shall cause its officers, directors, employees, representatives and agents not to, use or disclose any Business Confidential Information, except with the prior written consent of the Purchaser, except to the extent that such information (i) is generally available to and known by the public through no fault of any Seller, any Acquired Company or any of their respective Affiliates or representatives; or (ii) is lawfully acquired by any Seller or any of their respective Affiliates or representatives after the Closing Date they from sources which, to the Knowledge of the Sellers and the Company, are not under any duty of confidentiality or secrecy to the Purchaser or the Target Companies. Furthermore, no Seller shall hold disclose the terms of this Agreement to any third party (other than its limited partners, prospective limited partners, officers, directors, employees, representatives, advisors and agents who need such information in connection with the consummation or implementation of the transactions contemplated hereby and who are subject to similar obligations of confidentiality and restrictions on use as are applicable to the Sellers under this Section 8.07), except as permitted in connection with any public announcement authorized under the express terms of this Agreement. (c) If any Seller is requested or required by any Governmental Authority to disclose any Business Confidential Information, then such Seller shall provide the Purchaser with prompt written notice of such request or requirement to the extent such notice is not prohibited by applicable Law. The parties shall cooperate, at the Purchaser’s sole expense, in attempting to obtain any reasonable protective relief that the Purchaser chooses to seek with respect to any Business Confidential Information. If, after the parties have had a reasonable opportunity to seek such relief, a Seller is compelled to disclose any Business Confidential Information, such Seller may nonetheless disclose only the portion of such Business Confidential Information in confidence and not use or disclose or cause or permit which its legal counsel advises it is compelled 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 Information is required by Law or appropriate court order and sufficient advance written notice thereof, if legally permitted, is provided to Purchaser to permit Purchaser to seek a protective order or other appropriate remedy. The provisions of this Section 6.15 shall expire on the fifth anniversary of the Closingdisclose.

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 or the Company or are considered by Purchaser to be confidential, confidential and in some cases are in the nature of trade secrets, and are valuable valuable, special and unique 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 Agreement, or any other duty of confidentiality agreement to the Company, by the Sellers or any of their AffiliatesSellers) shall be considered confidential information (collectively, the “Business Confidential Information”). For the avoidance of doubt, the term “Business Confidential Information Information” shall not include information to the extent it that (i) does not relate to the BusinessBusiness or the Company, (ii) becomes available to the Sellers or any of their Affiliates on a non-confidential basis from a source other than Purchaser orthe Company, 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 Purchaser, the Company or the Purchased Entities their Affiliates with respect to such information, (iii) is independently developed by the Sellers or any of their Affiliates under circumstances not involving respective agents or representatives without a breach of this Section 6.155.14, 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 Lawin which case Sellers shall afford Purchaser a reasonable opportunity to obtain a protective order against such disclosure. As used in this Section 5.14, “knowledge” shall mean the best of Sellers’ knowledge. (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 . The foregoing obligations of Sellers and their Affiliates shall be in addition to the extent and not lieu of any disclosure of Business Confidential Information is required by Law or appropriate court order and sufficient advance written notice thereof, if legally permitted, is provided protections available to Purchaser pursuant to permit Purchaser to seek a protective order or other appropriate remedyany applicable Law regarding the protection of trade secrets. The provisions of this Section 6.15 5.14 shall expire on the fifth third (3rd) anniversary of the Closing.

Business Confidential Information. The Seller and Leucadia each understands and acknowledges that such Person has had access to and has learned (a) The Sellers acknowledge information proprietary to the Company and agree that the booksSubsidiaries, recordsincluding Intellectual Property and Technology, 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 policies and strategies, financingdetails of client and consultant contracts, operations methods, product development and expansion techniques, business plans and credit all other confidential information with respect to the business of the Company and financial data concerning customers its Subsidiaries and suppliers and (b) other confidential or proprietary information of the Buyer or its Affiliates obtained by such Person prior to the extent relating primarily Closing or otherwise pursuant 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 terms of this or any Agreement and the other confidentiality agreement by the Sellers or any of their Affiliates) shall be considered confidential information agreements contemplated hereby (collectively, the “Business Confidential Information”). For The Seller and Leucadia hereby agrees that, upon the avoidance terms and subject to the conditions set forth herein, until the five year anniversary of doubtthe Closing Date, the term except as otherwise expressly provided in this Agreement, 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 or use any Business Confidential Information in any competing manner, in each case, other than for the benefit of the Buyer, the Company or the Subsidiaries in performance of such Person’s duties as an officer or employee of the Buyer, the Company or a Subsidiary. The restrictions contained in this Section 8.8 shall not include apply to any information which (x) is at the Closing Date or thereafter becomes generally ACTIVE 218042945 available to the extent it (i) does not relate public other than as a result of a disclosure, directly or indirectly, by the Seller or Leucadia in violation of this Agreement or a breach by any other Person of any legal or contractual obligation known to the BusinessSeller or Leucadia, (iiy) is required to be disclosed by applicable Law, provided, that, in such event, the Seller or Leucadia (as applicable) shall use reasonable efforts to give reasonable advance notice of such requirement to the Buyer to enable the Buyer or any of the Company or its Subsidiaries to seek a protective order or other appropriate remedy with respect to such permitted disclosure, or (z) becomes available to the Sellers Seller or any of their Affiliates Leucadia on a non-confidential basis from a source other than Purchaser orthe Company or its Subsidiaries, after the Closingprovided, the Purchased Entities; provided that to the Sellers’ or any of their Affiliates’ knowledge such source is not known to the Seller or Leucadia (as applicable) to be 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 Company 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 LawSubsidiaries. (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 Information is required by Law or appropriate court order and sufficient advance written notice thereof, if legally permitted, is provided to Purchaser to permit Purchaser to seek a protective order or other appropriate remedy. The provisions of this Section 6.15 shall expire on the fifth anniversary of the Closing.

Business Confidential Information. (a) The Honeywell and the Sellers acknowledge and agree that the books, records, data and other documents and confidential information concerning the FTCP 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 FTCP Business, the Companies or any of their Subsidiaries are considered by Purchaser to be confidential, and in some cases are in the nature of trade secrets, and are valuable assets of the FTCP Business, access to and knowledge of which are essential to preserve the goodwill, customer relationships and ongoing business relationships of the FTCP Business for the benefit of Purchaser. The Honeywell and 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 Honeywell, 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 FTCP Business, (ii) becomes available to Honeywell, the Sellers or any of their Affiliates on a non-confidential basis from a source other than Purchaser orthe Companies or the Subsidiaries of the Companies, after the Closing, the Purchased Entities; provided that to Honeywell’s, 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 Purchaser, the Companies of any of their Subsidiaries with respect to such information, (iii) is independently developed by Honeywell, the Sellers or any of their Affiliates under circumstances not involving a breach of this Section 6.155.15, 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 Honeywell and 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 Information is required by Law or appropriate court order and sufficient advance written notice thereof, if legally permitted, thereof is provided to Purchaser to permit Purchaser to seek a protective order or other appropriate remedy. The provisions of this Section 6.15 5.15 shall expire on the fifth anniversary of the Closing.