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. 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. 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. 9.4.1 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 purposes of this Agreement, “Buyer Confidential Information” shall mean (i) any and all information provided by Buyer or either Lender to Seller and identified by Buyer or Lender as confidential; and (ii) any and all information provided by Buyer or either Lender to Seller with respect to the Projects or the transactions contemplated hereby. Information shall not be deemed to be Buyer Confidential Information if (a) it has become generally known or available within the industry or the public through no act or omission of Seller; (b) Seller can demonstrate that, prior to disclosure in connection with the transactions contemplated hereby, such information was already in the possession of Seller; (c) it was rightfully received by Seller from a third party who became aware of it through no act or omission of Seller and who is not under an obligation of confidentiality to Buyer or Lender; or (d) Seller can demonstrate it was independently developed by employees or consultants of Seller. Notwithstanding the foregoing, from and after the Closing, Buyer Confidential Information shall include any information that is an Acquired Asset, whether or not of the type referred to in clauses (b), (c) or (d) above.
Buyer Confidential Information. The Seller acknowledges that the Buyer Confidential Information is valuable to the Buyer and, as of the Closing Date, the Seller agrees not to disclose any Buyer Confidential Information other than to its employees, agents, representatives and consultants who have a need to know such information and which have executed non-disclosure agreements consistent with the terms hereof or who are otherwise bound by confidentiality consistent with the terms hereof, without the prior written consent of the Buyer. For purposes of this Agreement, “Buyer Confidential Information” shall mean any and all information related to the Buyer, the Company Interests, the Company Group Entities and the Projects. Information shall not be deemed to be the Buyer Confidential Information if it has become generally known or available within the industry or the public through no act or omission of the Seller.
Buyer Confidential Information. After the Closing, Seller and its Affiliates will treat and hold as confidential all of the Buyer Confidential Information, refrain from using any of the Buyer Confidential Information except in connection with this Agreement, and deliver promptly to Buyer or destroy, at the request and option of Buyer, all tangible embodiments (and all copies) of the Buyer Confidential Information which are in its possession. In the event that Seller or its Affiliate is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Buyer Confidential Information, Seller or the Affiliate, as the case may be, will notify Buyer promptly of the request or requirement so that Buyer may seek an appropriate protective order or waive compliance with the provisions of this Section 5.4. If, in the absence of a protective order or the receipt of a waiver hereunder, Seller or the Affiliate, as the case may be, is, on the advice of counsel, compelled to disclose any Buyer Confidential Information to any tribunal or governmental agency or else stand liable for contempt, Seller or the Affiliate, as the case may be, may disclose the Buyer Confidential Information to the tribunal or governmental agency; provided, however, that Seller or the Affiliate, as the case may be, shall use commercially reasonable efforts to obtain, at the request and expense of Buyer, an order or other assurance that confidential treatment will be accorded to such portion of the Buyer Confidential Information required to be disclosed as Buyer shall designate.
Buyer Confidential Information. Seller acknowledges that Buyer Confidential Information is valuable and proprietary to the Project and Seller agrees not to, directly or indirectly, use, publish, disseminate, describe or otherwise disclose any Buyer Confidential Information in respect of the Project without the prior written consent of Buyer. For purposes of this Agreement, “Buyer Confidential Information” shall mean (a) any and all information provided by Buyer to Seller and identified by Xxxxx as confidential and (b) any and all information provided by Buyer to Seller with respect to the Project, or the transactions contemplated hereby. Information shall not be deemed to be Buyer Confidential Information if (i) it has become generally known or available within the industry or the public through no act or omission of Seller; (ii) Seller can demonstrate that, prior to disclosure in connection with the transactions contemplated hereby, such information was already in the possession of Seller; (iii) it was rightfully received by Seller from a third party who became aware of it through no act or omission of Seller and who is not under an obligation of confidentiality to Buyer, or (iv) Seller can demonstrate it was independently developed by employees or consultants of Seller.
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.
