Common use of Confidentiality of Acquiror-Related Information Clause in Contracts

Confidentiality of Acquiror-Related Information. With respect to information concerning Acquiror that is made available to MailKey pursuant to the provisions of this Agreement, MailKey agrees that they shall hold such information in strict confidence, shall not use such information except for the sole purpose of evaluating the Merger and the related transactions, and shall not disseminate or disclose any of such information other than to their directors, officers, employees, shareholders, Affiliates, agents and representatives who need to know such information for the sole purpose of evaluating the Merger and the related transactions (each of whom shall be informed in writing by MailKey of the confidential nature of such information and directed by such party in writing to treat such information confidentially). If this Agreement is terminated pursuant to the provisions of Section 8, MailKey agrees to return immediately all such information, all copies thereof and all information prepared by either of them based upon the same. The above limitations on use, dissemination and disclosure shall not apply to information that (i) is learned by MailKey from a third party entitled to disclose it; (ii) becomes known publicly other than through MailKey or any party who received the same through MailKey, provided that MailKey has no knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by MailKey; or (iv) is disclosed with the express prior written consent thereto of Acquiror. MailKey agrees to undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintained in accordance with the provisions of this paragraph (b). Notwithstanding anything contained herein to the contrary, in the event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party at the expense of the non-disclosing party in obtaining a protective or similar order with respect to such information; and (iii) provide only such of the confidential information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.

Confidentiality of Acquiror-Related Information. With respect to information concerning Acquiror Sky King that is made available to MailKey Acquiror pursuant to the provisions terms of this Agreement, MailKey Acquiror agrees that they that, except in connection with the private placement and other securities purchase agreements associated therewith, it shall hold such information in strict confidence, shall not use such information except for the sole purpose of evaluating the Merger and the related transactions, transactions and shall not disseminate or disclose any of such information other than to their its directors, officers, employees, shareholders, Affiliatesaffiliates, agents and representatives who need to know such information for the sole purpose of evaluating the Merger and the related transactions (each of whom shall be informed in writing by MailKey Acquiror of the confidential nature of such information and directed by such party Acquiror in writing to treat such information confidentially). If this Agreement is terminated pursuant to the provisions of Section 8Article VIII, MailKey agrees to Acquiror shall immediately return immediately all such information, all copies thereof and all information prepared by either of them Acquiror based upon the same; provided, however, that one copy of all such material may be retained by Acquiror's outside legal counsel for purposes only of resolving any disputes under this Agreement. The above limitations on use, dissemination and disclosure shall not apply to information that (i) is learned by MailKey Acquiror from a third party entitled to disclose it; (ii) becomes become known publicly other than through MailKey Acquiror or any party who received the same through MailKeyAcquiror, provided that MailKey Acquiror has no knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by MailKeyAcquiror; or (iv) is disclosed with the express prior written consent thereto of AcquirorSky King or the Sky King Shareholders. MailKey agrees to Acquiror shall undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintained in accordance with the provisions of this paragraph (ba). Notwithstanding anything contained herein to the contrary, in the event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party party, at the expense of the non-disclosing party in obtaining a protective or similar order with respect to such information; and (iii) provide only such of the confidential information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.

Confidentiality of Acquiror-Related Information. With respect to information concerning Acquiror that is made available to MailKey Boxing and the Stockholders pursuant to the provisions of this Agreement, MailKey each of Boxing, Kushner and DiLorenzo agrees that they it/he shall hold such information in strict confidenceix xxxxxt conxxxxxxx, shall not use such information except for the sole purpose of evaluating the Merger and the related transactions, and shall not disseminate or disclose any of such information other than to their its directors, officers, employees, shareholdersstockholders, Affiliatesaffiliates, agents and representatives who need to know such information for the sole purpose of evaluating the Merger and the related transactions (each of whom shall be informed in writing by MailKey Boxing or its representatives of the confidential nature of such information and directed by such party in writing to treat such information confidentially). If this Agreement is terminated pursuant to the provisions of Section 8, MailKey each of Boxing, Kushner and DiLorenzo agrees to return immediately all such informationinformatixx, all copies thereof xxx copixx xxxxxxf and all information prepared by either of them Boxing based upon the same; provided, however, that one copy of all such material may be retained by Boxing's outside legal counsel for purposes only of resolving any disputes under this Agreement. The above limitations on use, dissemination and disclosure shall not apply to information that (i) is learned by MailKey Boxing or the Stockholders from a third party entitled to disclose it; (ii) becomes known publicly other than through MailKey Boxing or the Stockholders or any party who received the same through MailKey, Boxing or the Stockholders; provided that MailKey has no knowledge neither Boxing nor the Stockholders have any Knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by MailKeyBoxing or the Stockholders; or (iv) is disclosed with the express prior written consent thereto of Acquiror. MailKey Boxing agrees to undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintained in accordance with the provisions of this paragraph (b). Notwithstanding anything contained herein to the contrary, in the event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party at the expense of the non-disclosing party in obtaining a protective or similar order with respect to such information; and (iii) provide only such of the confidential information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.

Confidentiality of Acquiror-Related Information. With respect to information concerning Acquiror that is made available to MailKey eNexi pursuant to the provisions of this Agreement, MailKey eNexi agrees that they it shall hold such information in strict confidence, shall not use such information except for the sole purpose of evaluating the Merger and the related transactions, and shall not disseminate or disclose any of such information other than to their its directors, officers, employees, shareholdersstockholders, Affiliatesaffiliates, agents and representatives who need to know such information for the sole purpose of evaluating the Merger and the related transactions (each of whom shall be informed in writing by MailKey eNexi or its representatives of the confidential nature of such information and directed by such party in writing to treat such information confidentially). If this Agreement is terminated pursuant to the provisions of Section 8, MailKey eNexi agrees to return immediately all such information, all copies thereof and all information prepared by either of them eNexi based upon the same; provided, however, that one copy of all such material may be retained by eNexi's outside legal counsel for purposes only of resolving any disputes under this Agreement. The above limitations on use, dissemination and disclosure shall not apply to information that (i) is learned by MailKey eNexi from a third party entitled to disclose it; (ii) becomes known publicly other than through MailKey eNexi or any party who received the same through MailKey, eNexi provided that MailKey eNexi has no knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by MailKeyeNexi; or (iv) is disclosed with the express prior written consent thereto of Acquiror. MailKey eNexi agrees to undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintained in accordance with the provisions of this paragraph (b). Notwithstanding anything contained herein to the contrary, in the event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party at the expense of the non-disclosing party in obtaining a protective or similar order with respect to such information; and (iii) provide only such of the confidential information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.

Confidentiality of Acquiror-Related Information. With respect to information concerning Acquiror that is made available to MailKey SkyNet and the Principal Shareholders pursuant to the provisions of this Agreement, MailKey agrees SkyNet and the Principal Shareholders agree that they shall hold such information in strict confidence, shall not use such information except for the sole purpose of evaluating the Merger and the related transactions, and shall not disseminate or disclose any of such information other than to their directors, officers, employees, shareholders, Affiliatesaffiliates, agents and representatives who need to know such information for the sole purpose of evaluating the Merger and the related transactions (each of whom shall be informed in writing by MailKey SkyNet or the Principal Shareholders of the confidential nature of such information and directed by such party in writing to treat such information confidentially). If this Agreement is terminated pursuant to the provisions of Section 8, MailKey agrees SkyNet and the Principal Shareholders agree to return immediately all such information, all copies thereof and all information prepared by either of them based upon the same; provided, however, that one copy of all such material may be retained by SkyNet's outside legal counsel for purposes only of resolving any disputes under this Agreement. The above limitations on use, dissemination and disclosure shall not apply to information that (i) is learned by MailKey SkyNet or the Principal Shareholders from a third party entitled to disclose it; (ii) becomes known publicly other than through MailKey SkyNet, the Principal Shareholders or any party who received the same through MailKeySkyNet or the Principal Shareholders, provided that MailKey has SkyNet or the Principal Shareholders have no knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by MailKeySkyNet; or (iv) is disclosed with the express prior written consent thereto of Acquiror. MailKey agrees SkyNet or the Principal Shareholders agree to undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintained in accordance with the provisions of this paragraph (b). Notwithstanding anything any thing contained herein to the contrary, in the event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party at the expense of the non-disclosing party in obtaining a protective or similar order with respect to such information; and (iii) provide only such of the confidential information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.

Confidentiality of Acquiror-Related Information. With respect to information concerning Acquiror that is made available to MailKey Rare Telephony and the Rare Telephony Shareholders pursuant to the provisions of this Agreement, MailKey agrees Rare Telephony and the Rare Telephony Shareholders agree that they shall hold such information in strict confidence, and shall not use such information except for the sole purpose of evaluating the Merger and the related transactions, and shall not disseminate or disclose any of such information other than to their directors, officers, employees, shareholders, Affiliates, agents and representatives who need to know such information for the sole purpose of evaluating the Merger and the related transactions (each of whom shall be informed in writing by MailKey of the confidential nature of such information and directed by such party in writing to treat such information confidentially). If this Agreement is terminated pursuant to the provisions of Section 8Article VIII, MailKey agrees Rare Telephony and the Rare Telephony Shareholders agree to return immediately all such information, all copies thereof and all information prepared by either of them based upon the same; provided, however, that one copy of all such material may be retained by Rare Telephony's legal counsel for purposes only of resolving any disputes under this Agreement. The above limitations on use, dissemination and disclosure shall not apply to information that (i) is learned by MailKey Rare Telephony or the Rare Telephony Shareholders from a third party entitled to disclose it; (ii) becomes known publicly other than through MailKey Rare Telephony, the Rare Telephony Shareholders or any party who received the same through MailKeyRare Telephony or the Rare Telephony Shareholders, provided that MailKey has Rare Telephony or the Rare Telephony Shareholders have no knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by MailKeyRare Telephony; or (iv) is disclosed with the express prior written consent thereto of Acquiror. MailKey agrees to undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintained in accordance with the provisions of this paragraph (b). Notwithstanding anything any thing contained herein to the contrary, in the event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party at the expense of the non-disclosing party in obtaining a protective or similar order with respect to such information; and (iii) provide only such of the confidential information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.

Confidentiality of Acquiror-Related Information. With respect to information concerning Acquiror or the Sub that is made available to MailKey NSE pursuant to the provisions of this AgreementSections 5.5 and 5.6, MailKey NSE agrees that they it shall hold such information in strict confidence, shall not use such information except for the sole purpose of evaluating the Merger and the related transactions, transactions and shall not disseminate or disclose any of such information other than to their it directors, officers, employees, shareholders, Affiliatesaffiliates, agents and representatives who need to know such information for the sole purpose of evaluating the Merger and the related transactions (each of whom shall be informed in writing by MailKey NSE of the confidential nature of such information and directed by such party NSE in writing to treat such information confidentially). If this Agreement is terminated pursuant to the provisions of Section 87, MailKey agrees to NSE shall immediately return immediately all such information, all copies thereof and all information, all copies thereof and all information prepared by either of them NSE based upon the same, upon Acquiror's request; provided, however, that one copy of all such material may be retained by NSE's outside legal counsel for purposes only of resolving any disputes under this Agreement. The above limitations on use, dissemination and disclosure shall not apply to information that (i) is learned by MailKey NSE from a third party entitled to disclose it; (ii) becomes become known publicly other than through MailKey NSE or any party who received the same through MailKey, NSE provided that MailKey NSE has no knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by MailKeyNSE; or (iv) is disclosed with the express prior written consent thereto of Acquiror. MailKey agrees to NSE shall undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintained in accordance with the provisions of this paragraph (ba). Notwithstanding anything any thing contained herein to the contrary, in the event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party party, at the expense of the non-disclosing party party, in obtaining a protective or similar order with respect to such information; and (iii) provide only such of the confidential information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.

Confidentiality of Acquiror-Related Information. With respect to information concerning Acquiror Osage that is made available to MailKey Acquiror pursuant to the provisions terms of this Agreement, MailKey Acquiror agrees that they that, except in connection with the private placement and other securities purchase agreements associated therewith, it shall hold such information in strict confidence, shall not use such information except for the sole purpose of evaluating the Merger and the related transactions, transactions and shall not disseminate or disclose any of such information other than to their its directors, officers, employees, shareholders, Affiliatesaffiliates, agents and representatives who need to know such information for the sole purpose of evaluating the Merger and the related transactions (each of whom shall be informed in writing by MailKey Acquiror of the confidential nature of such information and directed by such party Acquiror in writing to treat such information confidentially). If this Agreement is terminated pursuant to the provisions of Section 87, MailKey agrees to Acquiror shall immediately return immediately all such information, all copies thereof and all information, all copies thereof and all information prepared by either of them Acquiror based upon the same; provided, however, that one copy of all such material may be retained by Acquiror's outside legal counsel for purposes only of resolving any disputes under this Agreement. The above limitations on use, dissemination and disclosure shall not apply to information that (i) is learned by MailKey Acquiror from a third party entitled to disclose it; (ii) becomes become known publicly other than through MailKey Acquiror or any party who received the same through MailKeyAcquiror, provided that MailKey Acquiror has no knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by MailKeyAcquiror; or (iv) is disclosed with the express prior written consent thereto of AcquirorOsage and the Osage Shareholders. MailKey agrees to Acquiror shall undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintained in accordance with the provisions of this paragraph (ba). Notwithstanding anything contained herein to the contrary, in the event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party party, at the expense of the non-disclosing party in obtaining a protective or similar order with respect to such information; and (iii) provide only such of the confidential information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.

Confidentiality of Acquiror-Related Information. With respect to information concerning Acquiror that is made available to MailKey Solsource and the Solsource Shareholders pursuant to the provisions of this Agreement, MailKey agrees Solsource and the Solsource Shareholders agree that they shall hold such information in strict confidence, shall not use such information except for the sole purpose of evaluating the Merger and the related transactions, and shall not disseminate or disclose any of such information other than to their directors, officers, employees, shareholders, Affiliatesaffiliates, agents and representatives who need to know such information for the sole purpose of evaluating the Merger and the related transactions (each of whom shall be informed in writing by MailKey Solsource or the Solsource Shareholders of the confidential nature of such information and directed by such party in writing to treat such information confidentially). If this Agreement is terminated pursuant to the provisions of Section 8, MailKey agrees Solsource and the Solsource Shareholders agree to return immediately all such information, all copies thereof and all information prepared by either of them based upon the same; provided, however, that one copy of all such material may be retained by Solsource's outside legal counsel for purposes only of resolving any disputes under this Agreement. The above limitations on use, dissemination and disclosure shall not apply to information that (i) is learned by MailKey Solsource or the Solsource Shareholders from a third party entitled to disclose it; (ii) becomes known publicly other than through MailKey Solsource, the Solsource Shareholders or any party who received the same through MailKeySolsource or the Solsource Shareholders, provided that MailKey has Solsource or the Solsource Shareholders have no knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by MailKeySolsource; or (iv) is disclosed with the express prior written consent thereto of Acquiror. MailKey agrees Solsource or the Solsource Shareholders agree to undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintained in accordance with the provisions of this paragraph (b). Notwithstanding anything any thing contained herein to the contrary, in the event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party at the expense of the non-disclosing party in obtaining a protective or similar order with respect to such information; and (iii) provide only such of the confidential information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.

Confidentiality of Acquiror-Related Information. With respect to information concerning Acquiror that is made available to MailKey P2i or P2i Newspaper pursuant to the provisions of this Agreement, MailKey agrees P2i and P2i Newspaper agree that they shall hold such information in strict confidence, shall not use such information except for the sole purpose of evaluating the Merger and the related transactions, and shall not disseminate or disclose any of such information other than to their its directors, officers, employees, shareholdersstockholders, Affiliatesaffiliates, agents and representatives who need to know such information for the sole purpose of evaluating the Merger and the related transactions (each of whom shall be informed in writing by MailKey P2i, P2i Newspaper or their representatives of the confidential nature of such information and directed by such party in writing to treat such information confidentially). If this Agreement is terminated pursuant to the provisions of Section 8, MailKey agrees P2i and P2i Newspaper agree to return immediately all such information, all copies thereof and all information prepared by either of them P2i or P2i Newspaper based upon the same; provided, however, that one copy of all such material may be retained by outside legal counsel for purposes only of resolving any disputes under this Agreement. The above limitations on use, dissemination and disclosure shall not apply to information that (i) is learned by MailKey P2i or P2i Newspaper from a third party entitled to disclose it; (ii) becomes known publicly other than through MailKey P2i, P2i Newspaper or any party who received the same through MailKey, P2i or P2i Newspaper provided that MailKey has P2i and P2i Newspaper have no knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by MailKeyP2i; or (iv) is disclosed with the express prior written consent thereto of Acquiror. MailKey agrees P2i and P2i Newspaper agree to undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintained in accordance with the provisions of this paragraph (b). Notwithstanding anything contained herein to the contrary, in the event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (iA) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (iiB) cooperate with the non-disclosing party at the expense of the non-disclosing party in obtaining a protective or similar order with respect to such information; and (iiiC) provide only such of the confidential information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.

Confidentiality of Acquiror-Related Information. With respect to information concerning Acquiror that is made available to MailKey HVJ and the HVJ Shareholder pursuant to the provisions of this Agreement, MailKey agrees HVJ and the HVJ Shareholder agree that they shall hold such information in strict confidence, shall not use such information except for the sole purpose of evaluating the Merger and the related transactions, transactions and shall not disseminate or disclose any of such information other than to their directors, officers, employees, shareholders, Affiliatesaffiliates, agents and representatives who need to know such information for the sole purpose of evaluating the Merger and the related transactions (each of whom shall be informed in writing by MailKey HVJ or the HVJ Shareholder of the confidential nature of such information and directed by such party in writing to treat such information confidentially). If this Agreement is terminated pursuant to the provisions of Section 8, MailKey agrees HVJ and the HVJ Shareholder agree to return immediately all such information, all copies thereof and all information prepared by either of them based upon the same; provided, however, that one copy of all such material may be retained by HVJ's outside legal counsel for purposes only of resolving any disputes under this Agreement. The above limitations on use, dissemination and disclosure shall not apply to information that (i) is learned by MailKey HVJ or the HVJ Shareholder from a third party entitled to disclose it; (ii) becomes known publicly other than through MailKey HVJ, the HVJ Shareholder or any party who received the same through MailKeyHVJ or the HVJ Shareholder, provided that MailKey has HVJ or the HVJ Shareholder have no knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by MailKey; HVJ or (iv) is disclosed with the express prior written consent thereto of Acquiror. MailKey agrees HVJ or the HVJ Shareholder agree to undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintained in accordance with the provisions of this paragraph (b). Notwithstanding anything any thing contained herein to the contrary, in the event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party at the expense of the non-disclosing party in obtaining a protective or similar order with respect to such information; and (iii) provide only such of the confidential information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.

Confidentiality of Acquiror-Related Information. With respect to information concerning Acquiror that is made available to MailKey CNF and the Shareholder pursuant to the provisions of this Agreement, MailKey agrees CNF and the Shareholder agree that they shall hold such information in strict confidence, shall not use such information except for the sole purpose of evaluating the Merger and the related transactions, and shall not disseminate or disclose any of such information other than to their directors, officers, employees, shareholders, Affiliatesaffiliates, agents and representatives who need to know such information for the sole purpose of evaluating the Merger and the related transactions (each of whom shall be informed in writing by MailKey CNF or the Shareholder of the confidential nature of such information and directed by such party in writing to treat such information confidentially). If this Agreement is terminated pursuant to the provisions of Section 8, MailKey agrees CNF and the Shareholder agree to return immediately all such information, all copies thereof and all information prepared by either of them based upon the same; provided, however, that one copy of all such material may be retained by the Shareholder's outside legal counsel for purposes only of resolving any disputes under this Agreement. The above limitations on use, dissemination and disclosure shall not apply to information that (i) is learned by MailKey CNF or the Shareholder from a third party entitled to disclose it; (ii) becomes known publicly other than through MailKey CNF, the Shareholder or any party who received the same through MailKeyCNF or the Shareholder, provided that MailKey has CNF or the Shareholder have no knowledge that the disclosing party was subject to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by MailKeyCNF; or (iv) is disclosed with the express prior written consent thereto of Acquiror. MailKey agrees CNF and the Shareholder agree to undertake all necessary steps to ensure that the secrecy and confidentiality of such information will be maintained in accordance with the provisions of this paragraph (b). Notwithstanding anything contained herein to the contrary, in the event a party is required by court order or subpoena to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder, prior to such disclosure, the disclosing party shall: (i) promptly notify the non-disclosing party and, if having received a court order or subpoena, deliver a copy of the same to the non-disclosing party; (ii) cooperate with the non-disclosing party at the expense of the non-disclosing party in obtaining a protective or similar order with respect to such information; and (iii) provide only such of the confidential information as the disclosing party is advised by its counsel is necessary to strictly comply with such court order or subpoena.