CLEAN TEAM INFORMATION. 2.1 Information shall be designated "Clean Team Information" by Ultra if in its opinion it is: (A) not publicly available; (B) is commercially sensitive; and (C) might be expected to influence the commercial strategy of Cobham (or its owned, controlled or affiliated businesses). 2.2 Clean Team Information shall be disclosed within the virtual dataroom used for due diligence and which are accessible only by the relevant Clean Team Members and/or by communications clearly marked with “Clean Team Only” or “Clean Team Information”. 2.3 Ultra shall only disclose Clean Team Information to the Clean Team to the extent reasonably necessary for the Clean Team Purposes. 2.4 Cobham shall limit access to Clean Team Information received from Ultra to its Clean Team Members only. Cobham shall procure that its advisers who may have access to Clean Team Information do not disclose the Clean Team Information to other employees of Cobham or any other persons. 2.5 No Clean Team Member will disclose relevant Clean Team Information to anyone other than another relevant Clean Team Member or use any Clean Team Information for any purpose other than for the Clean Team Purposes. 2.6 If required by any law, rule or regulation or requested by any court, legislative or administrative body, stock exchange rules or regulations or listing requirement to disclose any Clean Team Information, then Cobham or the Clean Team member as the case may be shall, to the fullest extent permitted by law promptly and prior to disclosure, notify Ultra and shall provide full documentation concerning the disclosure sought so that appropriate action can be taken if necessary. 2.7 The Clean Team can report to other Cobham personnel any conclusions or findings from the Clean Team Information on a strictly need to know basis for the Clean Team Purposes provided that Cobham’s external legal advisers have confirmed, prior to any such reports being shared outside the Clean Team, that any Clean Team Information has been omitted, redacted, anonymised or sufficiently obscured from such reports so as to render it no longer commercially sensitive.
Appears in 2 contracts
Samples: Clean Team Agreement, Clean Team Agreement
CLEAN TEAM INFORMATION. 2.1 Information 3.1 A Party shall be designated "designate its information as “Clean Team Information" by Ultra if in its opinion ” where it is:
(A) not publicly available; (B) is commercially sensitive; and (C) reasonably considers it contains non-public information that might be expected to influence the commercial strategy of Cobham (or its owned, controlled or affiliated businesses).
2.2 the other Party. Clean Team Information shall provided by one Party to the Clean Team Members of the other Party should be disclosed within the virtual dataroom used for due diligence and which are provided through a section of a data room accessible only by the to relevant Clean Team Members and/or by communications or otherwise clearly marked with “Clean Team Only” or “as Clean Team Information”.
2.3 Ultra 3.2 The following information would generally be presumed to be Clean Team Information for so long as it is current and if it relates to the products on which the Parties are competing (or may in the future compete):
(A) non-public pricing or margin data at product level;
(B) non-public current and future strategic plans, including relevant forward-looking R&D and marketing and expansion plans;
(C) information about present or potential customers, including pricing, specific marketing plans, key contractual terms, project/product/service development plans, or other specific customer information;
(D) status of negotiations with present or potential customers;
(E) non-public pipeline services/projects;
(F) key commercial terms of supply contracts or other major agreements, including the terms of current or proposed future mandates, with third parties;
(G) employee-specific salary and bonus data; and
(H) any other confidential business information that could be used to reduce competition.
3.3 The Parties shall only disclose Clean Team Information to the Clean Team to the extent that it is reasonably necessary for the Clean Team PurposesRelevant Matters.
2.4 Cobham 3.4 Each Party shall limit access to Clean Team Information received from Ultra the other Party to its the Clean Team Members for the relevant Clean Team only. Cobham shall procure that its advisers who may have access to Clean Team Information do not disclose the Clean Team Information to other employees of Cobham or any other persons.
2.5 No Clean Team Member will disclose relevant Clean Team Information to anyone other than another relevant Clean Team Member or shall use any Clean Team Information for any purpose other than for the Relevant Matters.
3.5 No Clean Team Purposes.
2.6 If required by any law, rule or regulation or requested by any court, legislative or administrative body, stock exchange rules or regulations or listing requirement to Member may disclose any Clean Team InformationInformation to anyone not on the relevant Clean Team. Where, then Cobham or for the purposes of the Relevant Matters, a Clean Team member as the case may be shall, Member needs to the fullest extent permitted by law promptly and prior to disclosure, notify Ultra and shall provide full documentation concerning the disclosure sought so that appropriate action can be taken if necessary.
2.7 The Clean Team can report to other Cobham personnel any conclusions or findings from the disclose information based on Clean Team Information to someone who is not on a strictly need to know basis for the Clean Team Purposes provided that Cobham’s external legal advisers have confirmed, prior to any such reports being shared outside the relevant Clean Team, they shall submit all sections of draft reports or other documents that include, reference or are based on any Clean Team Information for the review and approval of the receiving Party's external competition law counsel and apply such redactions as their external competition law counsel may reasonably require in order to ensure that such information has been omitted, redacted, anonymised or sufficiently obscured from such reports so as redacted and/or aggregated to render ensure it is no longer commercially sensitive. For some information, it may not be possible to sufficiently redact and/or aggregate it to ensure it is no longer commercially sensitive, in which case it would not be possible to share or communicate such Clean Team Information to someone who is not in the relevant Clean Team.
3.6 Each Party shall promptly notify the other Party in writing if it discloses or receives commercially sensitive information other than as set out above and shall co-operate with the other Party in halting the use, and securing the recovery of such information.
Appears in 1 contract
Samples: Clean Team Agreement
CLEAN TEAM INFORMATION. 2.1 Information The Disclosing Party shall be designated "designate its information as “Clean Team Information" by Ultra ” if in its opinion it is:
(A) not publicly available; (B) is commercially sensitive; and (C) reasonably considers that it contains non-public information that might be expected to influence the commercial strategy of Cobham (or its owned, controlled or affiliated businesses)the Receiving Party. Clean Team Information provided by the Disclosing Party to the Clean Team Members of the Receiving Party should be clearly marked as Clean Team Information.
2.2 Clean Team Information shall be disclosed within the virtual dataroom used for due diligence and which are accessible only by the relevant Clean Team Members and/or by communications clearly marked with “Clean Team Only” or “Clean Team Information”.
2.3 Ultra The Disclosing Party shall only disclose Clean Team Information to the Receiving Party’s Clean Team to the extent that it is reasonably necessary for the Clean Team PurposesRelevant Matters.
2.4 Cobham 2.3 Each Party shall limit access to Clean Team Information received from Ultra the other Party to its Clean Team Members only. Cobham shall procure that its advisers who may have access to Clean Team Information do not disclose the Clean Team Information to other employees of Cobham or any other persons.
2.5 No Clean Team Member will disclose relevant Clean Team Information to anyone other than another relevant Clean Team Member or shall use any Clean Team Information for any purpose other than for the Relevant Matters.
2.4 No Clean Team Purposes.
2.6 If required by any law, rule or regulation or requested by any court, legislative or administrative body, stock exchange rules or regulations or listing requirement to Member may disclose any Clean Team Information, then Cobham or Information to anyone not on the Clean Team member as Team. Where, for the case may be shallpurposes of the Relevant Matters, to the fullest extent permitted by law promptly and prior to disclosure, notify Ultra and shall provide full documentation concerning the disclosure sought so that appropriate action can be taken if necessary.
2.7 The a Clean Team can report Member needs to other Cobham personnel any conclusions disclose information based on, or findings from the derived from, Clean Team Information to someone who is not on a strictly need to know basis for the Clean Team Purposes provided that Cobham’s external legal advisers have confirmed, prior to any such reports being shared outside the Clean Team, they shall ensure that any Clean Team Information such information has been omittedsummarised, redacted, anonymised or sufficiently obscured from such reports so as redacted and/or aggregated to render ensure that it is no longer commercially sensitive. For some information, it may not be possible to sufficiently summarise, redact and/or aggregate it to ensure it is no longer commercially sensitive, in which case it would not be possible to share or communicate such Clean Team Information to someone who is not in the Clean Team.
2.5 Each Party shall promptly notify the other Party in writing if it discloses or receives commercially sensitive information other than as set out above and shall co-operate with the other Party in halting the use, and securing the recovery of such information.
Appears in 1 contract
Samples: Clean Team Agreement
CLEAN TEAM INFORMATION. 2.1 Information shall be designated "“Clean Team Information" ” by Ultra if the Disclosing Party provided that such designation is made reasonably and in its opinion it is:
good faith. This may include information that (Ai) is not publicly available; (Bii) is commercially sensitive; and (Ciii) might be expected to influence the commercial competitive strategy of Cobham the Receiving Party (or its owned, controlled or affiliated businesses). Annex 3 sets out a longer indicative list of the types of information that would be likely to be Clean Team Information, and types of information that would be likely not to be Clean Team Information.
2.2 The exchange of information pursuant to the NDA is governed by the provisions of the NDA. However, the exchange of any information designated Clean Team Information must also be made in accordance with this Agreement.
2.3 Clean Team Information shall be disclosed within the virtual dataroom used for due diligence and in a manner which are is accessible only by the relevant Clean Team Members and/or by communications clearly marked with “Clean Team Only” or “Clean Team Information”. This may involve, for example, the use of virtual data room folders designated to the Clean Team only, or in Clean Team meetings.
2.3 Ultra 2.4 The Disclosing Party shall (acting reasonably) only disclose disclose, and the Receiving Party shall (acting reasonably) only request disclosure of, Clean Team Information to the Clean Team Members to the extent reasonably necessary for the Clean Team Purposes.
2.4 Cobham 2.5 The Receiving Party shall limit access to Clean Team Information received from Ultra the Disclosing Party to its the Clean Team Members only. Cobham The Receiving Party shall procure that its advisers who may have access to Clean Team Information do not disclose the Clean Team Information to other employees of Cobham or any other personsperson who is not a Clean Team Member.
2.5 2.6 No Clean Team Member will disclose relevant Clean Team Information to anyone other than another relevant Clean Team Member (or an external adviser) or use any Clean Team Information for any purpose other than for the Clean Team Purposes. If any Clean Team Information or other commercially sensitive information is disclosed by the Receiving Party to persons who are not Clean Team Members, the Receiving Party shall:
(i) inform the Disclosing Party of the disclosure; (ii) cooperate with the Disclosing Party in using reasonable best efforts to halt the use of, and secure the recovery of, the information; and (iii) take such action as the Disclosing Party and Receiving Party agree (acting reasonably) is required to mitigate any consequences of the disclosure.
2.6 2.7 If required by any law, rule or regulation or requested by any court, legislative or administrative body, stock exchange rules or regulations or listing requirement to disclose any Clean Team Information, then Cobham the Receiving Party or the Clean Team member Member (as the case may be be) shall, to the fullest extent permitted by law promptly and prior to disclosurelaw, notify Ultra the Disclosing Party and shall provide full documentation concerning the disclosure sought so that appropriate action can be taken if necessarytaken.
2.7 2.8 The Clean Team can report to other Cobham personnel of the Receiving Party any conclusions or findings from the Clean Team Information on a strictly need to know basis for the Clean Team Purposes provided that Cobham’s external legal advisers have confirmed, prior to any such reports being shared outside the Clean Team, that any Clean Team Information has been omitted, redacted, anonymised or sufficiently obscured from such reports so as to render it no longer commercially sensitive. Such information shall continue to be information covered by the NDA.
2.9 For the avoidance of doubt, nothing within this Agreement allows for the disclosure of Restricted Information outside of the parameters set within the CTJDA.
Appears in 1 contract
Samples: Confidentiality Agreement