Common use of Communications and Information Confidential Clause in Contracts

Communications and Information Confidential. (i) All information relating to this Agreement (including all negotiations relating to this Agreement shall be kept confidential, and shall not be used or disclosed by, each Party; (ii) all communications between the Parties or any of them and all information and other material received by any of them from any one or more of the others concerning this Agreement, the Company or any of the Shareholder Parties which is either marked “confidential” or is by its nature intended to be exclusively for the knowledge of the recipient alone, or to be used by the recipient only for the benefit of the Company shall be kept confidential, and shall not be used or disclosed, by the receiving Party; and (iii) any information concerning the business transactions or financial arrangements of the Company or of any of the Shareholder Parties, or of any person with whom any of them is in a confidential relationship with regard to the matter in question, coming to the knowledge of a Party shall be kept confidential, and shall not be used or disclosed, by such Party, unless: (a) the disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement or any other agreement entered into under or pursuant to this Agreement or the disclosure is made to a tax authority in connection with the tax affairs of the disclosing Party; (b) the disclosure or use is required by any Applicable Law; (c) the disclosure or use is required to be included in the financial statements of a Party to comply with its applicable accounting standards; (d) the disclosure is made to its Affiliates and shareholders and its and their respective directors, officers, employees, agents, consultants and professional advisers on a need-to-know basis and provided that such person is aware of the terms of this provision and agrees to treat all such information confidentially on terms no less restrictive than those set forth in this Clause 10.2 or is otherwise bound by a duty of confidentiality on terms no less restrictive than those set forth in this Clause 10.2; (e) in the case of a TPG Investor Entity and/or the KKR Investor, to (1) its limited partners or the limited partners of its Affiliates, provided that such limited partners are advised of the confidential nature of such information and are subject to typical obligations of confidentiality for investors in a private equity fund or (2) its financiers or potential purchasers of some or all of its Shares, provided that such person is aware of the terms of this provision and agrees to treat all such information confidentially on terms no less restrictive than those set forth in this Clause 10.2 or is otherwise bound by a duty of confidentiality on terms no less restrictive than those set forth in this Clause 10.2; (f) the information becomes publicly available (other than by breach of this Agreement); (g) the Party whose information is to be disclosed or used has given prior written approval to the disclosure or use; or (h) the information is independently developed by the recipient, provided that prior to disclosure or use of any information pursuant to Clauses 10.2.1(iii)(a), 10.2.1(iii)(b) or 10.2.1(iii)(c), the Party concerned shall, as far as legally permissible, promptly notify the other relevant Party(ies) whose information is to be disclosed or used of such requirement with a view to providing such other Party(ies) with the opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or use.