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.

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.