Common use of Buyer’s Confidential Information Clause in Contracts

Buyer’s Confidential Information. (a) Except (i) as provided in Section 5.3(b) and (ii) with respect to Purchased Confidential Information, as necessary to perform its obligations under this Agreement and the Transaction Documents or to enforce its rights hereunder or thereunder or to defend against allegations of breach hereof or thereof, after the Closing Date and for a period of three (3) years thereafter, Seller agrees that it will not use or disclose, disseminate or otherwise publish, any of Seller’s or its Affiliates’ Confidential Information, other than to Buyer’s Representatives who need to know such Confidential Information for purposes of this Agreement or the Transactions. (b) Notwithstanding the foregoing, such Confidential Information will not be deemed confidential and Seller shall have no obligation with respect to any such Confidential Information that Buyer can demonstrate with written records: (i) is or becomes a matter of public knowledge through no fault of Seller; or (ii) is rightfully received by Seller from a Third Party without a duty of confidentiality; (iii) is disclosed under operation of Law, provided that Seller will use reasonable efforts to provide Buyer with prompt written notice of any such requirement in order to enable Buyer to seek an appropriate protective order or other remedy, and that Seller will disclose only such information as is legally required and will use reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed; or (iv) is disclosed by Seller with Buyer’s prior written approval. (c) Notwithstanding any provision in this Agreement to the contrary, for the purposes of this Section 5.3, Confidential Information does not include Residual Information. “Residual Information” means generic or peripheral knowledge and experience, ideas and concepts retained in the unaided memories of individuals associated with Seller.

Buyer’s Confidential Information. (a) Except (i) as provided in Section 5.3(b) and (ii) with respect to Purchased “Confidential Information” means any Buyer’s or a Buyer Affiliate’s property furnished to or accessed by Seller Group in connection with the Order (including, as necessary to perform its obligations under this Agreement and the Transaction Documents or to enforce its rights hereunder or thereunder or to defend against allegations of breach hereof or thereof, after the Closing Date and for a period of three (3) years thereafter, Seller agrees that it will not use or disclose, disseminate or otherwise publishwithout limitation, any of Seller’s drawings, specifications, data, goods or its Affiliates’ Confidential Information, other than to Buyer’s Representatives who need to know such Confidential Information for purposes of this Agreement or the Transactions. (b) Notwithstanding the foregoing, such Confidential Information will not be deemed confidential and Seller shall have no obligation with respect to any such Confidential Information that Buyer can demonstrate with written records: (i) is or becomes a matter of public knowledge through no fault of Seller; or (ii) is rightfully received by Seller from a Third Party without a duty of confidentiality; (iii) is disclosed under operation of Law, provided that Seller will use reasonable efforts to provide Buyer with prompt written notice of any such requirement in order to enable Buyer to seek an appropriate protective order or other remedyinformation), and that Seller will disclose only such any information as is legally required and will use reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed; or (iv) is disclosed by Seller with Buyer’s prior written approval. (c) Notwithstanding any provision in this Agreement to the contraryderived therefrom. Provided, for the purposes of this Section 5.3however, Confidential Information does not include Residual information that: (a) is or becomes generally available to the public other than as a result of disclosure by Seller Group; (b) was available on a non-confidential basis before its disclosure to Seller Group; (c) is or becomes available to Seller Group on a non-confidential basis from a source other than Buyer or its Affiliates when such source is not subject to a confidentiality obligation with respect to the Confidential Information, or (d) was independently developed by Seller, without reference to the Confidential Information, and Seller can verify the development of such information by written documentation. The Seller Group shall not disclose or use any Confidential Information except to the extent required to perform this Order. Except to the extent required to perform this Order, Seller Group shall not permit copies to be made of any Confidential Information without Buyer’s prior written authorization; in which case Seller shall mark the copy “Residual GE Confidential – Do Not Use, Disclose, Reproduce or Distribute without GE Permission.” These confidentiality obligations shall continue indefinitely. Upon expiration or termination of this Order for any reason or at any time upon Xxxxx’s request, Seller Group shall promptly return to Buyer or, if authorized by Buyer, destroy (with such destruction certified in writing by Seller) all Confidential Information” means generic or peripheral knowledge and experience, ideas and concepts retained in the unaided memories of individuals associated with Sellerincluding any copies thereof.

Buyer’s Confidential Information. (a) Except (i) as provided in Section 5.3(b) and (ii) with respect to Purchased Confidential Information, except as necessary to perform its obligations under this Agreement and or the Transaction Documents Collateral Agreements, or to enforce its rights hereunder or thereunder or to defend against allegations of breach hereof or thereof, after the Closing Date and for a period of three (3) five years thereafter, Seller agrees that it will not use or disclose, disseminate or otherwise publish, any keep confidential all of SellerBuyer’s or and its Affiliates’ Confidential Information, other than to Buyer’s Representatives who need to know such including Confidential Information for purposes that is assigned to Buyer Subsidiary as part of this Agreement the Purchased Assets or that Seller learned as a result of the Transactionstransactions contemplated hereby. (b) Notwithstanding the foregoing, such Confidential Information will not be deemed confidential and Seller shall have no obligation with respect to any such Confidential Information that Buyer can demonstrate with written recordsthat: (i) is or becomes publicly known through publication, inspection of a matter of public knowledge product, or otherwise, and through no fault negligence or other wrongful act of Seller; or (ii) is rightfully received by Seller from a Third Party without a duty similar restriction and without breach of confidentiality;any agreement; or (iii) is is, subject to Section 5.3(c), required to be disclosed under operation applicable Law or judicial process. (c) If Seller (or any of Lawits Affiliates) is requested or required (by oral question, provided that interrogatory, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any such Confidential Information, Seller will use reasonable efforts to provide promptly notify Buyer of such request or requirement and will cooperate with prompt written notice of any Buyer such requirement in order to enable that Buyer to may seek an appropriate protective order or other appropriate remedy. If, and that in the absence of a protective order or the receipt of a waiver hereunder, Seller (or any of its Affiliates) is in the opinion of Seller’s counsel compelled to disclose the Confidential Information or else stand liable for contempt or suffer other censure or significant penalty, Seller (or its Affiliate) may disclose only so much of the Confidential Information to the Party compelling disclosure as is required by Law. Seller will disclose only such information as is legally required exercise its (and will use cause its Affiliates to exercise their) commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment for any will be accorded to such Confidential Information that is so disclosed; or (iv) is disclosed by Seller with Buyer’s prior written approvalInformation. (c) Notwithstanding any provision in this Agreement to the contrary, for the purposes of this Section 5.3, Confidential Information does not include Residual Information. “Residual Information” means generic or peripheral knowledge and experience, ideas and concepts retained in the unaided memories of individuals associated with Seller.

Buyer’s Confidential Information. (a) Except (i) as provided in Section 5.3(b) and (ii) with respect to Purchased Confidential Information, except as necessary to perform its obligations under this Agreement and or the Transaction Documents Collateral Agreements, or to enforce its rights hereunder or thereunder or to defend against allegations of breach hereof or thereof, after the Closing Date and for a period of three (3) five years thereafter, Seller agrees that it will not use or disclose, disseminate or otherwise publish, any keep confidential all of Seller’s or its Affiliates’ Confidential Information, other than to Buyer’s Representatives who need to know such Confidential Information for purposes that is assigned to Buyer as part of this Agreement or the TransactionsPurchased Assets. (b) Notwithstanding the foregoing, such Confidential Information will not be deemed confidential and Seller shall have no obligation with respect to any such Confidential Information that Buyer can demonstrate with written recordsthat: (i) is or becomes publicly known through publication, inspection of a matter of public knowledge product, or otherwise, and through no fault negligence or other wrongful act of Seller; or (ii) is rightfully received by Seller from a Third Party without a duty similar restriction and without breach of confidentialityany agreement; (iii) is is, subject to Section 5.2(c), required to be disclosed under operation applicable Law or judicial process; or (iv) is needed to enforce the terms and provisions of Lawthis Agreement or any Collateral Agreement. (c) If Seller is requested or required (by oral question, provided that interrogatory, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any such Confidential Information, Seller will use reasonable efforts to provide promptly notify Buyer of such request or requirement and will cooperate with prompt written notice of any Buyer, at Buyer's sole cost and expense, such requirement in order to enable that Buyer to may seek an appropriate protective order or other appropriate remedy. If, in the absence of a protective order or the receipt of a waiver hereunder, Seller is in the reasonable opinion of Seller compelled to disclose the Confidential Information, Seller may disclose only so much of the Confidential Information to the Party compelling disclosure as is required by Law. At Buyer's sole cost and that expense and if requested by Buyer, Seller will disclose only such information as is legally required and will use exercise its commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment for any will be accorded to such Confidential Information that is so disclosed; or (iv) is disclosed by Seller with Buyer’s prior written approvalInformation. (c) Notwithstanding any provision in this Agreement to the contrary, for the purposes of this Section 5.3, Confidential Information does not include Residual Information. “Residual Information” means generic or peripheral knowledge and experience, ideas and concepts retained in the unaided memories of individuals associated with Seller.

Buyer’s Confidential Information. (a) Except (i) as provided in Section 5.3(b6.3(b) and (ii) with respect to Purchased Confidential Information, except as necessary to perform its obligations under this Agreement and or the Transaction Documents Collateral Agreements, or to enforce its rights hereunder or thereunder or to defend against allegations of breach hereof or thereof, after the Closing Date and for a period of three five (35) years thereafter, Seller agrees that it will not use or disclose, disseminate or otherwise publish, any keep confidential all of SellerBuyer’s or and its Affiliates’ Confidential Information, other than Information that is assigned to Buyer’s Representatives who need to know such Confidential Information for purposes Buyer as part of this Agreement or the TransactionsPurchased Assets. (b) Notwithstanding the foregoing, such Confidential Information will shall not be deemed confidential and Seller shall have no obligation with respect to any such Confidential Information that Buyer can demonstrate with written recordsthat: (i) is or becomes publicly known through publication, inspection of a matter of public knowledge product, or otherwise, and through no fault negligence or other wrongful act of Seller; or (ii) is rightfully received by Seller from a Third Party without a duty similar restriction and without breach of confidentiality;any agreement; or (iii) is is, subject to Section 6.3(c), required to be disclosed under operation applicable Law or judicial process. (c) If Seller (or any of Lawits Affiliates) is requested or required (by oral question, provided that interrogatory, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any such Confidential Information, Seller will use reasonable efforts to provide promptly notify Buyer of such request or requirement and will cooperate with prompt written notice of any Buyer such requirement in order to enable that Buyer to may seek an appropriate protective order or other appropriate remedy. If, and that in the absence of a protective order or the receipt of a waiver hereunder, Seller (or any of its Affiliates) is in the opinion of Seller’s counsel compelled to disclose the Confidential Information or else stand liable for contempt or suffer other censure or significant penalty, Seller (or its Affiliate) may disclose only so much of the Confidential Information to the party compelling disclosure as is required by Law. Seller will disclose only such information as is legally required exercise its (and will use cause its Affiliates to exercise their) commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment for any will be accorded to such Confidential Information that is so disclosed; or (iv) is disclosed by Seller with Buyer’s prior written approvalInformation. (c) Notwithstanding any provision in this Agreement to the contrary, for the purposes of this Section 5.3, Confidential Information does not include Residual Information. “Residual Information” means generic or peripheral knowledge and experience, ideas and concepts retained in the unaided memories of individuals associated with Seller.

Buyer’s Confidential Information. (a) Except (i) as provided in Section 5.3(b) and (ii) with respect to Purchased Confidential Information, except as necessary to perform its obligations under this Agreement and or the Transaction Documents Collateral Agreements, or to enforce its rights hereunder or thereunder or to defend against allegations of breach hereof or thereof, after the Closing Date and for a period of three (3) five years thereafter, Seller agrees that it will not use or disclose, disseminate or otherwise publish, any keep confidential all of Seller’s or its Affiliates’ Confidential Information, other than to Buyer’s Representatives who need to know such Confidential Information for purposes that is assigned to Buyer as part of this Agreement or the TransactionsPurchased Assets. (b) Notwithstanding the foregoing, such Confidential Information will not be deemed confidential and Seller shall have no obligation with respect to any such Confidential Information that Buyer can demonstrate with written recordsthat: (i) is or becomes publicly known through publication, inspection of a matter of public knowledge product, or otherwise, and through no fault negligence or other wrongful act of Seller; or (ii) is rightfully received by Seller from a Third Party without a duty similar restriction and without breach of confidentialityany agreement; (iii) is is, subject to Section 5.2(c), required to be disclosed under operation applicable Law or judicial process; or (iv) is needed to enforce the terms and provisions of Lawthis Agreement or any Collateral Agreement. (c) If Seller is requested or required (by oral question, provided that interrogatory, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any such Confidential Information, Seller will use reasonable efforts to provide promptly notify Buyer of such request or requirement and will cooperate with prompt written notice of any Buyer, at Buyer’s sole cost and expense, such requirement in order to enable that Buyer to may seek an appropriate protective order or other appropriate remedy. If, in the absence of a protective order or the receipt of a waiver hereunder, Seller is in the reasonable opinion of Seller compelled to disclose the Confidential Information, Seller may disclose only so much of the Confidential Information to the Party compelling disclosure as is required by Law. At Buyer’s sole cost and that expense and if requested by Buyer, Seller will disclose only such information as is legally required and will use exercise its commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment for any will be accorded to such Confidential Information that is so disclosed; or (iv) is disclosed by Seller with Buyer’s prior written approvalInformation. (c) Notwithstanding any provision in this Agreement to the contrary, for the purposes of this Section 5.3, Confidential Information does not include Residual Information. “Residual Information” means generic or peripheral knowledge and experience, ideas and concepts retained in the unaided memories of individuals associated with Seller.