Common use of Confidential Information and Related Matters Clause in Contracts

Confidential Information and Related Matters. 10.1 Each of the Buyer and Seller recognizes and acknowledges that it has and will have access to certain non-public information of the other which shall be deemed the confidential information of the other party (including, but not limited to, business plans, costs, trade secrets, licenses, research projects, profits, markets, sales, customer lists, strategies, plans for future development, financial information and any other information of a similar nature) that is valuable, special and unique property. Information shall not be deemed confidential information and afforded the protections of this Section if such information is (a) developed by the receiving party independently of the disclosing party, (b) rightfully obtained without restriction by the receiving party from a third party, provided that the third party had full legal authority to possess and disclose such information, (c) publicly available other than through the fault or negligence of the receiving party, (d) released without restriction by the disclosing party to anyone, including the United States government, or (e) properly and lawfully known to the receiving party at the time of its disclosure, as evidenced by written documentation conclusively established to have been in the possession of the receiving party on the date of such disclosure. Each of the parties agrees that it will not disclose, and that it will use its best efforts to prevent disclosure by any other Person of, any such confidential information to any Person for any purpose or reason whatsoever, except to authorized representatives of the parties to this Agreement. Notwithstanding the foregoing, a party may use and disclose any such confidential information to the extent that a party may become compelled by Legal Requirements to disclose any such information; provided, however, that such party shall use all reasonable efforts and shall have afforded the other party the opportunity to obtain an appropriate protective order or other satisfactory assurance of confidential treatment for any such information compelled to be disclosed. In the event of any termination of this Agreement, each party shall use all reasonable efforts to cause to be delivered to the other parties, and to retain no copies of, any documents, work papers and other materials obtained by such party or on such party's behalf during the conduct of the matters provided for in this Agreement, whether so obtained before or after the execution hereof. Each of the parties recognizes and agrees that violation of any of the agreements contained in this Section 10 will cause irreparable damage or injury to the other parties, the exact amount of which may be impossible to ascertain, and that, for such reason, among others, the parties shall be entitled to an injunction, without the necessity of posting bond therefor, restraining any further violation of such agreements. Such rights to any injunction shall be in addition to, and not in limitation of, any other rights and remedies the parties may have against each other. 10.2 Seller further covenants with Buyer that all information concerning the customers, clients, contracts, mailing lists and business of the Business is confidential information, is being acquired by Buyer and will be treated by Seller as such, and that Seller will not hereafter, directly or indirectly, make use of such information or divulge any such confidential information relating to the Business nor reveal any customer or mailing lists or other confidential information to any other person except as provided for herein. The foregoing restrictions on disclosure of information shall not include (a) information that has properly come into the public domain, (b) information learned by Seller from a third party without an obligation of confidentiality or (c) information gained or learned by Seller independent of and subsequent to the closing of the transactions covered by this Agreement.

Confidential Information and Related Matters. 10.1 Each of the Buyer and Seller recognizes and acknowledges that it has and will have access to certain non-non- public information of the other which shall be deemed the confidential information of the other party that is included in the Assets (including, but not limited to, business plans, costs, trade secrets, licenses, research projects, profits, markets, sales, customer lists, strategies, plans for future development, financial information and any other information of a similar nature) that is after the consummation of the transactions contemplated hereby will be valuable, special and unique propertyproperty of the Buyer. Information shall not be deemed confidential information Confidential Information and afforded the protections of this Section if 9 if, on the Closing Date, such information is has been (ai) developed by the receiving party independently of the disclosing party, (bii) rightfully obtained without restriction by the receiving party from a third party, provided that the third party had full legal authority to possess and disclose such information, (ciii) publicly available other than through the fault or negligence of the receiving party, (div) released without restriction by the disclosing party to anyone, including the United States government, or (ev) properly and lawfully known to the receiving party at the time of its disclosure, as evidenced by written documentation conclusively established to have been in the possession of the receiving party on the date of such disclosure. Each of the parties Companies agrees that it they will not disclose, and that it they will use its their best efforts to prevent disclosure by any other Person of, any such confidential information to any Person for any purpose or reason whatsoever, except to authorized representatives of the parties to this AgreementCompanies. Notwithstanding the foregoingNotwithstanding, a party may use and disclose any such confidential information to the extent that a party may become compelled by Legal Requirements to disclose any such information; provided, however, that such party shall use all reasonable efforts and shall have afforded the other party Companies the opportunity to obtain an appropriate protective order or other satisfactory assurance of confidential treatment for any such information compelled to be disclosed. In the event of any termination of this Agreement, each party shall use all reasonable efforts to cause to be delivered to the other parties, and to retain no copies of, any documents, work papers and other materials obtained by such party or on such party's behalf during the conduct of the matters provided for in this Agreement, whether so obtained before or after the execution hereof. Each of the parties Companies recognizes and agrees that violation of any of the agreements contained in this Section 10 will cause irreparable damage or injury to the other partiesCompanies, the exact amount of which may be impossible to ascertain, and that, for such reason, among others, the parties Companies shall be entitled to an injunction, without the necessity of posting bond therefor, restraining any further violation of such agreements. Such rights to any injunction shall be in addition to, and not in limitation of, any other rights and remedies the parties Companies may have against each other. 10.2 Seller further covenants with Buyer that all information concerning the customers, clients, contracts, mailing lists and business of the Business is confidential information, is being acquired by Buyer and will be treated by Seller as such, and that Seller will not hereafter, directly or indirectly, make use of such information or divulge any such confidential information relating to the Business nor reveal any customer or mailing lists or other confidential information to any other person except as provided for herein. The foregoing restrictions on disclosure of information shall not include (a) information that has properly come into the public domain, (b) information learned by Seller from a third party without an obligation of confidentiality or (c) information gained or learned by Seller independent of and subsequent to the closing of the transactions covered by this Agreement.

Confidential Information and Related Matters. 10.1 Each of the Buyer and Seller recognizes and acknowledges that it has and will have access to certain non-public information of the other which shall be deemed the confidential information Confidential Information of the other party (including, but not limited to, business plans, costs, trade secrets, licenses, research projects, profits, markets, sales, customer lists, strategies, plans for future development, financial information and any other information of a similar nature) including Confidential Information that is included in the Assets that after the consummation of the transactions contemplated hereby will be valuable, special and unique propertyproperty of the Buyer. Information shall not be deemed confidential information Confidential Information and afforded the protections of this Section if 10 if, on the Closing Date, such information is has been (ai) developed by the receiving party independently of the disclosing party, (bii) rightfully obtained without restriction by the receiving party from a third party, provided that the third party had full legal authority to possess and disclose such information, (ciii) publicly available other than through the fault or negligence of the receiving party, (div) released without restriction by the disclosing party to anyone, including the United States government, or (ev) properly and lawfully known to the receiving party at the time of its disclosure, as evidenced by written documentation conclusively established to have been in the possession of the receiving party on the date of such disclosure. Each of the parties Companies agrees that it they will not disclose, and that it they will use its their best efforts to prevent disclosure by any other Person of, any such confidential information to any Person for any purpose or reason whatsoever, except to authorized representatives of the parties to this AgreementCompanies. Notwithstanding the foregoingNotwithstanding, a party may use and disclose any such confidential information to the extent that a party may become compelled by Legal Requirements to disclose any such information; provided, however, that such party shall use all reasonable efforts and shall have afforded the other party Companies the opportunity to obtain an appropriate protective order or other satisfactory assurance of confidential treatment for any such information compelled to be disclosed. In the event of any termination of this Agreement, each party shall use all reasonable efforts to cause to be delivered to the other parties, and to retain no copies of, any documents, work papers and other materials obtained by such party or on such party's behalf during the conduct of the matters provided for in this Agreement, whether so obtained before or after the execution hereof. Each of the parties Companies recognizes and agrees that violation of any of the agreements contained in this Section 10 will cause irreparable damage or injury to the other partiesCompanies, the exact amount of which may be impossible to ascertain, and that, for such reason, among others, the parties Companies shall be entitled to an injunction, without the necessity of posting bond therefor, restraining any further violation of such agreements. Such rights to any injunction shall be in addition to, and not in limitation of, any other rights and remedies the parties Companies may have against each other. 10.2 Seller further covenants with Buyer that all information concerning the customers, clients, contracts, mailing lists and business of the Business is confidential information, is being acquired by Buyer and will be treated by Seller as such, and that Seller will not hereafter, directly or indirectly, make use of such information or divulge any such confidential information relating to the Business nor reveal any customer or mailing lists or other confidential information to any other person except as provided for herein. The foregoing restrictions on disclosure of information shall not include (ai) information that has properly come into the public domain, (bii) information learned by Seller from a third party without an obligation of confidentiality or (ciii) information gained or learned by Seller independent of and subsequent to the closing of the transactions covered by this Agreement.

Confidential Information and Related Matters. 10.1 11.1 Each of the Buyer and Seller recognizes and acknowledges that it has and will have access to certain non-public information of the other which shall be deemed the confidential information of the other party (including, but not limited to, business plans, costs, trade secrets, licenses, research projects, profits, markets, sales, customer lists, strategies, plans for future development, financial information and any other information of a similar nature) that is valuable, special and unique property. Information shall not be deemed confidential information and afforded the protections of this Section if such information is (a) developed by the receiving party independently of the disclosing party, (b) rightfully obtained without restriction by the receiving party from a third party, provided that the third party had full legal authority to possess and disclose such information, (c) publicly available other than through the fault or negligence of the receiving party, (d) released without restriction by the disclosing party to anyone, including the United States government, or (e) properly and lawfully known to the receiving party at the time of its disclosure, as evidenced by written documentation conclusively established to have been in the possession of the receiving party on the date of such disclosure. Each of the parties agrees that it will not disclose, and that it will use its best efforts to prevent disclosure by any other Person of, any such confidential information to any Person for any purpose or reason whatsoever, except to authorized representatives of the parties to this Agreement. Notwithstanding the foregoing, a party may use and disclose any such confidential information to the extent that a party may become compelled by Legal Requirements to disclose any such information; provided, however, that such party shall use all reasonable efforts and shall have afforded the other party the opportunity to obtain an appropriate protective order or other satisfactory assurance of confidential treatment for any such information compelled to be disclosed. In the event of any termination of this Agreement, each party shall use all reasonable efforts to cause to be delivered to the other parties, and to retain no copies of, any documents, work papers and other materials obtained by such party or on such party's ’s behalf during the conduct of the matters provided for in this Agreement, whether so obtained before or after the execution hereof. Each of the parties recognizes and agrees that violation of any of the agreements contained in this Section 10 11 will cause irreparable damage or injury to the other parties, the exact amount of which may be impossible to ascertain, and that, for such reason, among others, the parties shall be entitled to an injunction, without the necessity of posting bond therefor, restraining any further violation of such agreements. Such rights to any injunction shall be in addition to, and not in limitation of, any other rights and remedies the parties may have against each other. 10.2 11.2 Seller further covenants with Buyer that all information concerning the customers, clients, contracts, mailing lists and business of the Business is confidential information, is being acquired by Buyer and will be treated by Seller as such, and that Seller will not hereafter, directly or indirectly, make use of such information or divulge any such confidential information relating to the Business nor reveal any customer or mailing lists or other confidential information to any other person except as provided for herein. The foregoing restrictions on disclosure of information shall not include (a) information that has properly come into the public domain, (b) information learned by Seller from a third party without an obligation of confidentiality or (c) information gained or learned by Seller independent of and subsequent to the closing of the transactions covered by this Agreement.

Confidential Information and Related Matters. 10.1 9.1 Each of the Buyer and Seller recognizes and acknowledges that it has and will have access to certain non-public information of the other which shall be deemed the confidential information of the other party that is included in the Assets (including, but not limited to, business plans, costs, trade secrets, licenses, research projects, profits, markets, sales, customer lists, strategies, plans for future development, financial information and any other information of a similar nature) that is after the consummation of the transactions contemplated hereby will be valuable, special and unique propertyproperty of the Buyer. Information shall not be deemed confidential information Confidential Information and afforded the protections of this Section if 9 if, on the Closing Date, such information is has been (ai) developed by the receiving party independently of the disclosing party, (bii) rightfully obtained without restriction by the receiving party from a third party, provided that the third party had full legal authority to possess and disclose such information, (ciii) publicly available other than through the fault or negligence of the receiving party, (div) released without restriction by the disclosing party to anyone, including the United States government, or (ev) properly and lawfully known to the receiving party at the time of its disclosure, as evidenced by written documentation conclusively established to have been in the possession of the receiving party on the date of such disclosure. Each of the parties Companies agrees that it they will not disclose, and that it they will use its their best efforts to prevent disclosure by any other Person of, any such confidential information to any Person for any purpose or reason whatsoever, except to authorized representatives of the parties to this AgreementCompanies. Notwithstanding the foregoingNotwithstanding, a party may use and disclose any such confidential information to the extent that a party may become compelled by Legal Requirements to disclose any such information; provided, however, that such party shall use all reasonable efforts and shall have afforded the other party Companies the opportunity to obtain an appropriate protective order or other satisfactory assurance of confidential treatment for any such information compelled to be disclosed. In the event of any termination of this Agreement, each party shall use all reasonable efforts to cause to be delivered to the other parties, and to retain no copies of, any documents, work papers and other materials obtained by such party or on such party's behalf during the conduct of the matters provided for in this Agreement, whether so obtained before or after the execution hereof. Each of the parties Companies recognizes and agrees that violation of any of the agreements contained in this Section 10 9 will cause irreparable damage or injury to the other partiesCompanies, the exact amount of which may be impossible to ascertain, and that, for such reason, among others, the parties Companies shall be entitled to an injunction, without the necessity of posting bond therefor, restraining any further violation of such agreements. Such rights to any injunction shall be in addition to, and not in limitation of, any other rights and remedies the parties Companies may have against each other. 10.2 9.2 Seller further covenants with Buyer that all information concerning the customers, clients, contracts, mailing lists and business of the Business Seller is confidential information, is being acquired by Buyer and will be treated by Seller as such, and that Seller will not hereafter, directly or indirectly, make use of such information or divulge any such confidential information relating to the Business nor reveal any customer or mailing lists or other confidential information to any other person except as provided for herein. The foregoing restrictions on disclosure of information shall not include (ai) information that has properly come into the public domain, (bii) information learned by Seller from a third party without an obligation of confidentiality or (ciii) information gained or learned by Seller independent of and subsequent to the closing of the transactions covered by this Agreement. After consummation of this Agreement, either the Buyer or the Seller, or both, may notify customers, suppliers or other third parties that this transaction has occurred.