Common use of Buyer Confidential Information Clause in Contracts

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.