CONFIDENTIALITY OF MAILKEY-RELATED INFORMATION. With respect to information concerning MailKey that is made available to Acquiror pursuant to the terms of this Agreement, Acquiror and Sub 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 related transactions contemplated in this Agreement 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 Acquiror or Sub of the confidential nature of such information and directed by Acquiror or Sub in writing to treat such information confidentially). If this Agreement is terminated pursuant to the provisions of Section 8, Acquiror or Sub shall immediately return all such information, all copies thereof and all information prepared by Acquiror or Sub based upon the same. The above limitations on use, dissemination and disclosure shall not apply to information that (i) is learned by Acquiror or Sub from a third party entitled to disclose it; (ii) becomes known publicly other than through Acquiror, Sub or any party who received the same through Acquiror or Sub, provided that Acquiror or Sub 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 Acquiror or Sub ; or (iv) is disclosed with the express prior written consent thereto of MailKey. Acquiror and Sub 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 (a). 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: (A) 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; (B) 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 (C) 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.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (IElement CORP), Agreement and Plan of Merger (IElement CORP), Agreement and Plan of Merger (IElement CORP)
