Common use of Confidentiality and Limited Use Clause in Contracts

Confidentiality and Limited Use. (i) With respect to all Confidential Information, the parties agree as follows, it being understood that “recipient” indicates the party receiving the Confidential Information from the other “disclosing” party. Confidential Information disclosed to the recipient shall remain the property of the disclosing party and shall be maintained in confidence by the recipient with the same care and diligence as the recipient maintains its own Confidential Information. Confidential Information shall not be disclosed to third parties by the recipient and, further, shall not be used except for purposes contemplated in this Agreement. (ii) In the event any party becomes legally compelled to disclose any of the Confidential Information, such party will, if legally permitted, provide to the other parties prompt notice so that each other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or compliance with the provisions of this Agreement is waived, a party will furnish only that portion of the Confidential Information which is legally required, and to the extent requested by the other party, will exercise its commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Nothing contained in this Section 8.14 shall require Bank to give any notices concerning or restricting Bank from providing Confidential Information to its banking regulators as part of their periodic oversight and examination. (iii) Notwithstanding anything to the contrary herein, the term “Confidential Information” shall not include any information that: (i) is in the public domain (unless resulting from breach of this Agreement) or in the possession of the receiving party without restriction at the time of receipt under this Agreement (except to the extent that information with respect to the Company or the Bank and its business was available to the Company or Bank respectively as a result of Bank’s direct or indirect prior ownership of the business now conducted by Company); (ii) is used or disclosed with the prior written approval of the disclosing party; (iii) is independently developed by the receiving party without use of the other party’s Confidential Information; (iv) is or becomes known to the receiving party from a source other than the disclosing party without breach of this Agreement by the receiving party; or (v) is ordered to be released by a court of competent jurisdiction or appropriate regulatory authority, but in such a case the party required to disclose the information, to the extent practicable and legally permissible, shall provide the other party with timely prior notice of the requirements and coordinate with such other party in an effort to limit the nature and scope of the required disclosure. (iv) Both parties agree that the terms and conditions of this Agreement shall be treated as confidential information and that no reference to the terms and conditions of this Agreement or to activities pertaining thereto can be made in any form without the prior written consent of the other party; provided, however, that the general existence of this Agreement shall not be treated as confidential information and that either party may disclose the terms and conditions of this Agreement: (a) as required by any court or other governmental body or regulator; (b) as otherwise required by law including a party’s obligations under applicable securities laws; (c) to legal counsel of the parties; (d) in confidence, to accountants, banks, ratings agencies, proposed investors, and financing sources and their advisors; (e) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement; or (f) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like.

Confidentiality and Limited Use. (i) 17.2.1 With respect to all Confidential Information, the parties both Parties agree as follows, it being understood that “"recipient” indicates the party Party receiving the confidential, proprietary information from the other "disclosing” Party. Each Party receiving Confidential Information from the other “disclosing” partyParty, or any of its Affiliates, shall be free to disclose such Confidential Information to its Affiliates and its and their officers, directors, employees, agents, representatives, contractors and consultants who have a reasonable need to know the same in furtherance of such recipient’s duties or exercise of such recipient’s rights under this Agreement. Confidential Information provided or disclosed to the recipient shall remain the property of the disclosing party Party and shall be maintained in confidence by the recipient with the same care and diligence as the recipient maintains its own Confidential Information. Confidential Information shall not be provided or disclosed to third parties Third Parties by the recipient and, further, shall not be used except for purposes contemplated in this Agreement. (ii) In the event any party becomes legally compelled . All confidentiality and limited use obligations with respect to disclose any of the Confidential Information, such party will, if legally permitted, provide to Information shall terminate five (5) years after the other parties prompt notice so that each other party may seek a protective order termination or other appropriate remedy and/or waive compliance with the provisions expiration of this Agreement. In , whichever occurs first. 17.2.2 Notwithstanding any provision to the event that such protective order or other remedy is not obtained, or compliance with the provisions of this Agreement is waivedcontrary, a party will furnish only that portion of Party may disclose the Confidential Information which is legally required, and to the extent requested by of the other party, will exercise its commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Nothing contained in this Section 8.14 shall require Bank to give any notices concerning or restricting Bank from providing Confidential Information to its banking regulators as part of their periodic oversight and examination. (iii) Notwithstanding anything to the contrary herein, the term “Confidential Information” shall not include any information thatParty: (i) is as deemed advisable by the Party, together with its legal counsel or accounting advisors, to comply with any law or regulation; rules of any stock exchange on which shares of a Party or its Affiliate are listed; or in conformity with accounting principles generally accepted in the public domain (unless resulting from breach United States of this Agreement) or in the possession of the receiving party without restriction at the time of receipt under this Agreement (except to the extent that information with respect to the Company or the Bank and its business was available to the Company or Bank respectively as a result of Bank’s direct or indirect prior ownership of the business now conducted by Company)America; (ii) is used in connection with an order or disclosed with the prior written approval inquiry of a court or other government body, provided that the disclosing partyParty provides the other Party with notice and takes reasonable measures to obtain confidential treatment thereof; (iii) is independently developed by the receiving party without use of the other partyin confidence to recipient’s Confidential InformationAffiliates, attorneys, accountants, banks and financial sources and its advisors; (iv) is or becomes known to the receiving party from a source other than the disclosing party without breach of this Agreement by the receiving party; or (v) is ordered to be released by a court of competent jurisdiction or appropriate regulatory authority, but in such a case the party required to disclose the information, to the extent practicable and legally permissible, shall provide the other party with timely prior notice of the requirements and coordinate with such other party in an effort to limit the nature and scope of the required disclosure. (iv) Both parties agree that the terms and conditions of this Agreement shall be treated as confidential information and that no reference to the terms and conditions of this Agreement or to activities pertaining thereto can be made in any form without the prior written consent of the other party; provided, however, that the general existence of this Agreement shall not be treated as confidential information and that either party may disclose the terms and conditions of this Agreement: (a) as required by any court or other governmental body or regulator; (b) as otherwise required by law including a party’s obligations under applicable securities laws; (c) to legal counsel of the parties; (d) in confidence, to accountants, banks, ratings agencies, proposed investors, and financing sources and their advisors; (e) in confidence, in connection with the enforcement sale or assignment of substantially all the business assets to which this Agreement or rights under this Agreementrelates; or (fv) in confidence, confidence to Garden Care in connection with a merger or acquisition or proposed merger or acquisitionmatters relating to L&G Product(s) in general, or such as product safety concerns, so long as, in each case, the likeentity to which disclosure is made is bound to confidentiality on terms commensurate with those set forth herein.