Buyer Confidential Information. Buyer shall not disclose confidential proprietary information to Multitest except in accordance with these provisions. All information claimed to be confidential or proprietary shall be reduced to writing and appropriately marked to so identify it. Multitest agrees to hold such information in confidence for Xxxxx and not use it, except as authorized by Xxxxx, for a period of three (3) years from the date of this Contract. In protecting the confidentiality of such information, Multitest shall be held to the standard of care it uses in protecting its own such confidential and proprietary information. Notwithstanding Buyer's claim of confidential or proprietary status, the following information shall not be subject to the obligation of confidentiality or non-use: information which was or becomes known to Multitest from sources other than Buyer; information which is independently developed by Multitest, or by its consultants, without breach of these terms; information which is or becomes part of the public domain without breach of these terms; information which is disclosed to third parties without restriction or breach of these terms.
Buyer Confidential Information. Except as otherwise agreed to by Buyer in writing, Seller shall, and shall cause its stockholders, directors, officers, consultants, advisors, agents, employees and representatives to, treat the existence of and the terms of this Agreement as strictly confidential except (i) Seller may share this Agreement and its terms with Seller’s tax, legal or financial advisors, (ii) as necessary to enforce Seller’s rights hereunder or (iii) if Seller is compelled to disclose such information by judicial or administrative process or, based upon the advice of legal counsel, by other requirements of applicable Law. Xxxxxx agrees that at all times from and after the Closing Date, it will, and will cause its representatives to, keep secret and retain in the strictest confidence, and will not use for the benefit of itself or others, any Buyer Confidential Information. For purposes of this Agreement, “Buyer Confidential Information” means, any and all proprietary or confidential information regarding Buyer or its business or any of its assets or other properties, including, without limitation, know-how, trade secrets, vendor identities or lists, terms of vendor contracts, customer lists, terms of customer contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques, plans or processes, other than any of the foregoing which (1) are in or become part of the public domain (except through the conduct of Seller, its Affiliates or any of their representatives which violates this Section 5.1), or (2) is required in connection with the preparation of a Tax Return or similar Tax-related filing.
Buyer Confidential Information. Each Stockholder covenants and agrees that it will not, directly or indirectly, from the date hereof through and including the fifth anniversary of said date disclose to any person, or use or otherwise exploit for the benefit of such Stockholder or any other Person, any Buyer Confidential Information, provided that a Stockholder may disclose such Buyer Confidential Information to any employee, officer, director, agent or attorney of such Stockholder who has a need to know such Buyer Confidential Information for the purposes of evaluating the transactions contemplated by this Agreement, but only upon a clear understanding by such employee, officer, director, agent or attorney of the Stockholder's obligations pursuant to this Section 7.2; provided, however, that each Stockholder's obligations pursuant to this Section 7.2(b) with respect to any item of Buyer Confidential Information constituting a Trade Secret shall remain in effect for a period ending on the later of (A) five years from the date hereof, or (B) the last day of the period that applicable law shall protect such Buyer Confidential Information as a trade secret. "Buyer Confidential Information" shall mean any information (whether a trade secret or not; whether proprietary or not) relating to the Buyer or to the business of the Buyer which is of value to the Buyer, including, without limitation, manufacturing processes, know-how, designs, software, business plans, negotiations and contracts (including leases, notes and loan documents) with other companies, financial statements, cost and expense data, marketing strategies, customer lists, personnel matters, licenses, licensees, and licensors; provided, however, that Buyer Confidential Information shall not include information which (A) is known to the Stockholders prior to receipt from Buyer, which knowledge shall be evidenced by written records, (B) is or becomes in the public domain through no breach of this Agreement by the Stockholders, (C) is received from a third party without breach of any obligation of confidentiality, (D) is independently developed by the Stockholders without the use of any information obtained from the Buyer, or (E) is disclosed pursuant to an order of a court of competent jurisdiction.
Buyer Confidential Information. The term shall have the meaning set forth in Section 8.4.1.
Buyer Confidential Information. Seller acknowledges that Buyer Confidential Information is valuable and proprietary to Buyer and Seller agrees, from and after the Closing until the date that is two (2) years after such Closing, not to, directly or indirectly, use, publish, disseminate, describe or otherwise disclose any Buyer Confidential Information to any Person (other than (x) Seller’s or its Affiliate’s Representatives or (y) Persons who provide financial analysis, financial ratings, banking, legal, accounting or other services to Seller or Seller’s Affiliates, provided, in each case, that such Person has agreed not to disclose such information pursuant to an agreement with Seller or Seller’s Affiliates or such Person has an obligation of confidentiality to Seller or Seller’s Affiliates in each case at least as restrictive as the confidentiality terms herein, subject in each case to the disclosing Party hereby agreeing to be responsible for any breach of this Section 11.3 by such Representatives or such other Persons as if they were considered a Party for purposes hereof) without the prior written consent of Buyer. Information shall not be deemed to be Buyer Confidential Information if (a) it is or has become generally known or available within the industry or the public though no act or omission of Seller in breach of this Agreement, (b) it was rightfully received by Seller from a third party who became aware of it through no act or omission of Seller in breach of this Agreement and who is not known to Seller to be under an obligation of confidentiality to Buyer or (c) Seller can demonstrate it was independently developed by employees or consultants of Seller.
Buyer Confidential Information. 8.4.1 Seller acknowledges that Buyer Confidential Information (as defined below) is valuable and proprietary and Seller agrees not to, directly or indirectly, use, publish, disseminate, describe or otherwise disclose any Buyer Confidential Information without the prior written consent of Buyer. For
Buyer Confidential Information. If Buyer is required by applicable Law to divulge any Seller Confidential Information, to the extent legally permissible, Buyer shall provide Seller with prompt written notice of each such request so that Seller may, at Seller’s sole expense, seek an appropriate protective Order or other appropriate remedy, and Buyer shall reasonably cooperate with Seller (at Seller’s sole expense) to obtain a protective Order or other remedy; provided that, in the event that a protective Order or other remedy is not obtained, Buyer shall furnish only that portion of such Seller Confidential Information which, in the opinion of its counsel, Buyer is legally compelled to disclose and shall exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any such Seller Confidential Information so disclosed (except for any filings publicly filed (x) in the Bankruptcy Court and (y) with the SEC on Form 8-K).
Buyer Confidential Information and any rights therein shall be and remain the property of PPG and the applicable Buyer.
Buyer Confidential Information. Prior to the Closing and after the termination of this Agreement if there is no Closing, each of Buyer and Parent shall, and shall cause their Affiliates and the Financing Parties and their respective officers, employees, auditors, attorneys and other authorized representatives ("Representatives") to, hold in confidence (unless and to the extent compelled to disclose by judicial or administrative process or by other requirements of law in which case the provisions of Section 6.3 below shall apply) all Buyer Confidential Information (as defined below) and shall not disclose the same to any third party except as may reasonably be necessary to carry out this Agreement and the transactions contemplated hereby, including any due diligence review. As used in this Section, "Buyer Confidential Information" shall mean all information concerning Seller obtained by Buyer or Parent from Seller or any of its Representatives in connection with the transactions contemplated by this Agreement, except information (i) ascertainable or obtained from public information, (ii) received from a third party not employed by or otherwise affiliated with Seller that is not, to Buyer's knowledge, subject to any prohibition against transmitting such information, (iii) which is or becomes known to the public, other than through a breach of this Agreement, (iv) furnished to Buyer or Parent expressly for use in any governmental or regulatory filing or (v) reasonably required to be disclosed in connection with the Rule 144A Offering. If this Agreement is terminated without the Closing having been consummated, Buyer and Parent will not thereafter solicit any Business Employee with regard to employment, or hire any such Business Employee, prior to January 18, 1999. 6.2
Buyer Confidential Information. Prior to the Closing and after the termination of this Agreement if there is no Closing, each of Buyer and Parent shall, and shall cause their Affiliates and their respective officers, employees, auditors, attorneys and other authorized representatives ("Representatives") to, hold in confidence (unless and to the extent compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law) all Buyer Confidential Information (as defined below) and shall not disclose the same to any third party except as may reasonably be necessary to carry out this Agreement and the transactions contemplated hereby, including any due diligence review. As used in this Section, "Buyer Confidential Information" shall mean all information concerning Seller obtained by Buyer or Parent from Seller or any of its Representatives in connection with the transactions contemplated by this Agreement, except information (i) ascertainable or obtained from public information, (ii) received from a third party not employed by or otherwise affiliated with Seller, (iii) which is or becomes known to the public, other than through a breach of this Agreement, or (iv) furnished to Buyer or Parent for use in any governmental or regulatory filing.
