Common use of Business Confidential Information Clause in Contracts

Business Confidential Information. (a) 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 to the 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. 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 the Companies or the Subsidiaries of the Companies, 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 the 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 5.15, 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. Seller, Argotec Holdings and each Ultimate Equity Holder understands and acknowledges that such Person has had access to and has learned (ai) Honeywell information proprietary to Intermediate LLC, the Company and the Sellers acknowledge Subsidiaries, including Intellectual Property and agree that the booksTechnology, 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 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 and suppliers and its Subsidiaries, (ii) other confidential or proprietary information of or Intermediate LLC, the Company and its Subsidiaries obtained by such Person prior to the extent relating 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 FTCP Business, the Companies or any terms 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. Honeywell this Agreement 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 agreements contemplated hereby (collectively, the “Business Confidential Information”). For Seller, Argotec Holdings and each Ultimate Equity Holder hereby agrees that, upon the avoidance terms and subject to the conditions set forth herein, until the five (5) year anniversary of doubtthe Closing Date, the term 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 include apply to any information which (x) is at the Closing Date or thereafter becomes generally available to the extent it (i) does not relate 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 the FTCP BusinessSeller, Argotec Holdings or any Ultimate Equity Holder, (iiy) 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 reasonable efforts to give reasonable advance notice of such requirement to Buyer to enable 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 HoneywellSeller, the Sellers Argotec Holdings or any of their Affiliates Ultimate Equity Holder on a non-confidential basis from a source other than the Companies Company or the Subsidiaries of the Companiesits Subsidiaries, provided that to Honeywell’s, the Sellers’ or any of their Affiliates’ knowledge such source is not known to Seller, Argotec Holdings or such Ultimate Equity Holder (as applicable) to be bound by a confidentiality agreement with or similar obligation to the Purchaser, the Companies of any of their Subsidiaries with respect to such information, (iii) is independently developed by Honeywell, the Sellers Company or any of their Affiliates under circumstances not involving a breach of this Section 5.15, 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.

Business Confidential Information. Coty and NewCo acknowledge that the information being provided to them in connection with the consummation of the transactions contemplated by this Agreement is subject to the terms and conditions of the Confidentiality Agreement. The parties hereto hereby acknowledge and agree that, effective upon, and only upon, the Closing, the Confidentiality Agreement shall be deemed terminated and of no further force or effect. Each of the Unit Holders, Aspen Sub and X. Xxxxxxxx understands and acknowledges that such Person has had access to and has learned (a) Honeywell information proprietary to the Company and the Sellers acknowledge and agree that the booksits Subsidiaries, recordsincluding Intellectual Property, 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 policies and strategies, financingdetails of customer 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 and suppliers and its Subsidiaries, (b) other confidential or proprietary information of or the Company and its Subsidiaries obtained by such Person prior to the extent relating Closing, including the terms of this Agreement and the Ancillary Agreements, and (c) other confidential or proprietary information of the Company, its Subsidiaries, NewCo, Coty or their respective Affiliates obtained by such Person pursuant to the FTCP Business, the Companies or any terms 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. Honeywell this Agreement 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 Ancillary Agreements (collectively, the “Business Confidential Information”). For Each of the avoidance Unit Holders, Aspen Sub and X. Xxxxxxxx hereby agrees that, upon the terms and subject to the conditions set forth herein, until the five (5) year anniversary of doubtthe Closing Date, the term 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 Person or use any Business Confidential Information in any way, in each case other than, in the case of X. Xxxxxxxx or any of the Minority Unit Holders, for the benefit of Coty, NewCo, the Company or its Subsidiaries in performance of such Person’s duties as an officer or employee of NewCo, the Company or any of its Subsidiaries. The restrictions contained in this Section 6.3 shall not include apply to any information which (x) is at the Closing Date or thereafter becomes generally available to the extent it (i) does not relate public other than as a result of a disclosure, directly or indirectly, by any Unit Holder, Aspen Sub or X. Xxxxxxxx in violation of this Agreement or a breach by any other Person of any legal or contractual obligation known to the FTCP BusinessUnit Holder, Aspen Sub or X. Xxxxxxxx (as applicable), (iiy) is required to be disclosed by applicable Requirements of Law, provided, that, in such event, the Unit Holder, Aspen Sub or X. Xxxxxxxx (as applicable) shall use reasonable efforts if permitted by Requirements of Law to give reasonable advance notice of such requirement to Coty to enable Coty, NewCo, the Company or any of its Subsidiaries to seek a protective order or other appropriate remedy with respect to such permitted disclosure, or (z) becomes available to Honeywellthe Unit Holder, Aspen Sub or X. Xxxxxxxx (as the Sellers or any of their Affiliates case may be) on a non-confidential basis from a source other than the Companies Company or the Subsidiaries any of the Companiesits Subsidiaries, provided that to Honeywell’s, the Sellers’ or any of their Affiliates’ knowledge such source is not known to the Unit Holder, Aspen Sub or X. Xxxxxxxx (as applicable) to be bound by a confidentiality agreement with or similar obligation to the PurchaserNewCo, the Companies of any of their Subsidiaries with respect to such information, (iii) is independently developed by Honeywell, the Sellers Company or any of their Affiliates its Subsidiaries. Pursuant to the Defend Trade Secrets Act of 2016, each of the Unit Holders, Aspen Sub and X. Xxxxxxxx understand that an individual may not be held criminally or civilly liable under circumstances not involving any federal or state trade secret law for the disclosure of a breach of this Section 5.15trade secret that: (i) is made (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ivb) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is publicly disclosed pursuant to made in a lawful requirement complaint or request from other document that is filed under seal in a Governmental Authority acting within its jurisdiction, lawsuit or non-confidential disclosure is otherwise required by Lawother proceeding.

Business Confidential Information. Each of the Seller Group Parties understands and acknowledges that such Person has had access to and has learned and will learn prior to the Closing (a) Honeywell and information proprietary to the Sellers acknowledge and agree that the booksBusiness Group Companies, recordsincluding Intellectual Property, 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 policies and strategies, financingdetails of customer and consultant contracts, operations methods, product development and expansion techniques, business plans and credit and financial data concerning customers and suppliers and all other confidential information with respect to the businesses of the Business Group Companies, (b) other confidential or proprietary information of or the Business Group Companies obtained by such Person prior to the extent relating Closing, including the terms of the Transaction Documents, and (c) other confidential or proprietary information of the Business Group Companies, Investor or their respective Affiliates obtained by such Person pursuant to the 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 terms 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. 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 Transaction Documents (collectively, the “Business Confidential Information”). For Each of the avoidance Seller Group Parties hereby agrees that, upon the terms and subject to the conditions set forth herein, until the five (5)-year anniversary of doubtthe Closing Date, the term 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 Person or use any Business Confidential Information in any way, in each case other than for the benefit of Investor, the Company or its Subsidiaries in performance of such Person’s duties as an officer or employee of the Company or any of its Subsidiaries. The restrictions contained in this Section 6.10 shall not include apply to any information which (v) is at the Closing Date or thereafter becomes generally available to the extent it (i) does not relate public other than as a result of a disclosure, directly or indirectly, by any Seller Group Party in violation of this Agreement or a breach by any other Person of any legal or contractual obligation known to the FTCP BusinessSeller Group Party (as applicable), (iiw) is required to be disclosed by applicable Law; provided that, in such event, the applicable Seller Group Party shall use reasonable efforts if permitted by Law to give reasonable advance notice of such requirement to Investor to enable Investor, the Company or any of its Subsidiaries to seek a protective order or other appropriate remedy with respect to such permitted disclosure, (x) becomes available to Honeywell, the Sellers or any of their Affiliates Seller Group Party (as the case may be) on a non-confidential basis from a source other than the Companies or the Subsidiaries of the Business Group Companies, ; provided that to Honeywell’s, the Sellers’ or any of their Affiliates’ knowledge such source is not known to the Seller Group Party to be bound by a confidentiality agreement with or similar obligation to the Purchaser, the Companies of any of their Subsidiaries with respect to such informationa Business Group Company, (iiiy) is independently developed by Honeywellreasonably necessary to be disclosed to obtain the consents and approvals required hereunder, the Sellers and (z) is reasonably necessary to be disclosed in order to enforce such Seller Group Party’s rights under this Agreement or any of their Affiliates under circumstances not involving a breach of this Section 5.15, 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 LawTransaction Document entered into in connection herewith.

Business Confidential Information. The Seller and Leucadia each understands and acknowledges that such Person has had access to and has learned (a) Honeywell information proprietary to the Company and the Sellers acknowledge Subsidiaries, including Intellectual Property and agree that the booksTechnology, 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 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 Closing or otherwise pursuant to the FTCP Business, the Companies or any terms 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. Honeywell this Agreement 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 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 FTCP 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 Honeywell, the Sellers Seller or any of their Affiliates Leucadia on a non-confidential basis from a source other than the Companies Company or the Subsidiaries of the Companiesits Subsidiaries, provided provided, that to Honeywell’s, 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 the Purchaser, the Companies of any of their Subsidiaries with respect to such information, (iii) is independently developed by Honeywell, the Sellers Company or any of their Affiliates under circumstances not involving a breach of this Section 5.15, 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.