Common use of Confidentiality of Records Clause in Contracts

Confidentiality of Records. Each Investor agrees to use the same degree of care as such Investor uses to protect its own confidential information to keep confidential any information furnished to such Investor pursuant to Section 3.1 and 3.2 hereof or pursuant to any Management Rights Letter (as defined in the Purchase Agreement) addressed to such Investor, in each case, that the Company identifies as being confidential or proprietary (so long as such information is not in the public domain) and not to use such information for any purpose other than monitoring its investment in the Company, except that such Investor may disclose such proprietary or confidential information (i) to any existing or prospective Affiliate, partner, subsidiary or parent of such Investor as long as such Affiliate, partner, subsidiary or parent is advised of and agrees or has agreed to be bound by the confidentiality and non-use provisions of this Section 3.3; (ii) at such time as it enters the public domain through no fault of such Investor; (iii) that the Company communicates to it free of any obligation of confidentiality and restriction on use; (iv) that is developed by Investor or its agents independently of and without reference to any confidential information communicated by the Company as shown by contemporaneous records; (v) with regard only to the confidentiality restriction, as required by applicable law or order of a court or tribunal; (vi) to its attorneys, accountants, consultants and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company, provided such persons agree to hold such information confidentially as provided herein and not to use it for any purpose other than providing such services to such Investor; or (vii) to any prospective purchaser of any Registrable Securities from such Holder, if prior to any such disclosure such prospective purchaser agrees in writing to be bound by the provisions of this Section 3.3.

Confidentiality of Records. Each Investor agrees to use the same degree of care as such Investor uses to protect its own confidential information to keep confidential any information furnished to such Investor pursuant to Section 3.1 and or 3.2 hereof or pursuant to any Management Rights Letter (as defined in the Purchase Agreement) addressed to such Investor, in each case, that the Company identifies as being confidential or proprietary (so long as such information is not in the public domain) and not to use such information for any purpose other than monitoring its investment in the Company), except that such Investor may disclose such proprietary or confidential information (i) to any existing director, officer, investment committee member, employee, investment adviser, agent or prospective Affiliateadvisor (including, partnerwithout limitation, subsidiary or parent attorneys, accountants, consultants and financial advisors and other professionals) of such Investor (“Representative”) or general partner, actual or potential limited partner, member or other Affiliate of such Investor or any Representative of any such Affiliate, as long as such AffiliateRepresentative, general partner, subsidiary limited partner, member or parent other Affiliate is advised of and agrees or has agreed to be bound by the confidentiality and non-use provisions of this Section 3.33.3 or comparable restrictions; (ii) at such time as it enters the public domain through no fault of such Investor; (iii) that the Company communicates is communicated to it free of any obligation of confidentiality and restriction on useconfidentiality; (iv) that is developed by Investor or its agents independently of and without reference to any confidential information communicated by the Company as shown by contemporaneous recordsor its Representative; (v) with regard only to the confidentiality restriction, as required by applicable law or order of a regulation, regulatory body, stock exchange, court or tribunal; (vi) to its attorneysadministrative order, accountants, consultants and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company, provided such persons agree to hold such information confidentially as provided herein and not to use it for or any purpose other than providing such services listing or trading agreement applicable to such Investor; provided that, if it is reasonably practicable and legally permitted to do so, Investor gives the Company prompt written notice of such requirement prior to such disclosure and Investor gives assistance in obtaining an order protecting the information from public disclosure; or (viivi) to any prospective purchaser of any Registrable Securities from such Holder, if prior to any such disclosure such prospective purchaser agrees in writing to be bound as otherwise agreed by the provisions of this Section 3.3Company in writing.

Confidentiality of Records. Each Investor agrees to use the same degree of care as that such Investor uses to protect its own confidential information to will keep confidential any information furnished to such Investor pursuant to Section 3.1 and 3.2 hereof will not disclose, divulge, or pursuant to any Management Rights Letter (as defined in the Purchase Agreement) addressed to such Investor, in each case, that the Company identifies as being confidential or proprietary (so long as such information is not in the public domain) and not to use such information for any purpose (other than monitoring to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), except that unless such Investor may disclose such proprietary or confidential information (ia) is known or becomes known to any existing or prospective Affiliate, partner, subsidiary or parent the public in general (other than as a result of such Investor as long as such Affiliate, partner, subsidiary or parent is advised of and agrees or has agreed to be bound by the confidentiality and non-use provisions a breach of this Section 3.3; (ii) at such time as it enters the public domain through no fault of 3.5 by such Investor; ), (iiib) that is or has been independently developed or conceived by the Company communicates Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to it free the Investor by a third party without a breach of any obligation of confidentiality and restriction on usesuch third party may have to the Company; (iv) provided, however, that is developed by an Investor or its agents independently of and without reference to any may disclose confidential information communicated by the Company as shown by contemporaneous records; (v) with regard only to the confidentiality restriction, as required by applicable law or order of a court or tribunal; (vii) to its attorneys, accountants, consultants consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to the extent consented to in writing by the Company, provided such persons agree to hold such information confidentially as provided herein and not to use it for any purpose other than providing such services to such Investor; or (vii) to any prospective purchaser of any Registrable Securities from such HolderInvestor that is not a direct competitor of the Company, if prior to any such disclosure such prospective purchaser agrees in writing to be bound by the provisions of this Section 3.33.5; (iii) to any Affiliate, partner, member, shareholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality of Records. Each Investor Rights Holder agrees to use the same degree of care as such Investor Rights Holder uses to protect its own confidential information to keep confidential any information furnished to such Investor Rights Holder pursuant to Section Sections 3.1 and 3.2 hereof or pursuant to any Management Rights Letter (as defined in the Purchase Agreement) addressed to such Investor, in each case, that the Company identifies as being confidential or proprietary (so long as such information is not in the public domain) and not to use such information for any purpose other than monitoring its investment in the Company), except that such Investor Rights Holder may disclose such proprietary or confidential information (i) to any existing or prospective Affiliate, partner, subsidiary or parent of such Investor Rights Holder as long as such Affiliate, partner, subsidiary or parent is advised of and agrees or has agreed to be bound by the confidentiality and non-use provisions of this Section 3.33.3 or comparable restrictions (for the avoidance of doubt, X. Xxxx Price Associates, Inc. may share confidential information with the X. Xxxx Price Managed Holders and vice versa); (ii) at such time as it enters the public domain through no fault of such InvestorRights Holder; (iii) that the Company communicates is communicated to it free of any obligation of confidentiality and restriction on useconfidentiality; (iv) that is developed by Investor such Rights Holder or its agents independently of and without reference to any confidential information communicated by the Company as shown by contemporaneous recordsCompany; (v) with regard only to the confidentiality restriction, as required by applicable law or order of a court or tribunal; (vi) to its attorneys, accountants, consultants consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring or valuing its investment in the Company, provided Company as long as such persons agree to hold such information confidentially as provided herein person is advised of and not to use it for any purpose other than providing such services to such Investor; agrees or (vii) to any prospective purchaser of any Registrable Securities from such Holder, if prior to any such disclosure such prospective purchaser agrees in writing has agreed to be bound by the confidentiality provisions of this Section 3.33.3 or comparable restrictions; or (vi) as required by applicable law. For the sake of clarity, nothing contained in this Section 3.3 shall in any way restrict or impair the obligations of the X. Xxxx Price Managed Holders (or X. Xxxx Price Associates, Inc. on their behalf) to report its holdings of the Company in accordance with applicable reporting laws and regulations, without prior notice to the Company.

Confidentiality of Records. Each Investor agrees to use the same degree of care as such Investor uses to protect its own confidential information to keep confidential any information furnished to such Investor Investor, including information furnished pursuant to Section 3.1 and 3.2 hereof or pursuant to any Management Rights Letter (as defined in the Purchase Agreement) addressed to such Investor, in each case3.2, that the Company identifies as being confidential or proprietary (so long as such information is not in the public domain) and not to use such information for any purpose other than monitoring its investment in the Company), except that such Investor may disclose such proprietary or confidential information (i) to any existing or prospective Affiliate, partner, subsidiary or parent Affiliate of such Investor as long as such Affiliate, partner, subsidiary or parent Affiliate is advised of and agrees or has agreed to be bound by the confidentiality and non-use provisions of this Section 3.33.3 or comparable restrictions; (ii) at such time as it enters the public domain through no fault of such Investor; (iii) that the Company communicates is communicated to it free of any obligation of confidentiality and restriction on useconfidentiality; (iv) that is or has been developed by Investor or its agents independently of and without reference to any confidential information communicated by the Company as shown by contemporaneous recordsCompany; (v) with regard only to the confidentiality restriction, as required by applicable law or order of a court or tribunal; (vi) to its attorneys, accountants, consultants business and financial consultants, and other business and financial professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company, provided such persons agree to hold such information confidentially as provided herein and not to use it for any purpose other than providing such services to such Investor; or (viivi) to any prospective purchaser of any Registrable Securities from such HolderInvestor, if prior to any such disclosure such prospective purchaser agrees in writing to be bound by the provisions of this Section 3.3; or (vii) as required by applicable law. Notwithstanding the foregoing, any restrictions on an Investor in this Section 3.3 with respect to any information furnished to such Investor shall expire on the date that is five (5) years after the delivery of such confidential information to such Investor.

Confidentiality of Records. Each Investor agrees to use the same degree of care as that such Investor uses to protect its own confidential information to will keep confidential any information furnished to such Investor pursuant to Section 3.1 and 3.2 hereof will not disclose, divulge, or pursuant to any Management Rights Letter (as defined in the Purchase Agreement) addressed to such Investor, in each case, that the Company identifies as being confidential or proprietary (so long as such information is not in the public domain) and not to use such information for any purpose (other than monitoring to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), except that unless such Investor may disclose such proprietary or confidential information (ia) is known or becomes known to any existing or prospective Affiliate, partner, subsidiary or parent the public in general (other than as a result of such Investor as long as such Affiliate, partner, subsidiary or parent is advised of and agrees or has agreed to be bound by the confidentiality and non-use provisions a breach of this Section 3.3; (ii) at such time as it enters the public domain through no fault of 3.3 by such Investor; ), (iiib) that is or has been independently developed or conceived by the Company communicates Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to it free the Investor by a third party without a breach of any obligation of confidentiality and restriction on usesuch third party may have to the Company; (iv) provided, however, that is developed by an Investor or its agents independently of and without reference to any may disclose confidential information communicated by the Company as shown by contemporaneous records; (v) with regard only to the confidentiality restriction, as required by applicable law or order of a court or tribunal; (vii) to its attorneys, accountants, consultants consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company, provided that such persons agree to hold such information confidentially are bound by professional obligations or confidentiality restrictions at least as provided herein and not to use it for any purpose other than providing such services to such Investorstrict as those contained in this Section 3.3; or (viiii) to any prospective purchaser of any Registrable Securities from such HolderInvestor, if prior to any such disclosure such prospective purchaser agrees in writing to be bound by the provisions of this Section 3.3; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality of Records. Each Investor agrees to use the same degree of reasonable care as such Investor uses to protect its own confidential information to keep confidential any information furnished to such Investor pursuant to Section 3.1 and 3.2 hereof or pursuant to any Management Rights Letter (as defined in the Purchase Agreement) addressed to such Investor, in each case, that the Company identifies as being confidential or proprietary (so long as such information is not in the public domain) and not to use such information for any purpose other than monitoring its investment in the Company), except that such Investor may disclose such proprietary or confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any existing or prospective Affiliatepurchaser of any Registrable Securities from such Investor, partner, subsidiary or parent of if such Investor as long as such Affiliate, partner, subsidiary or parent is advised of and prospective purchaser agrees or has agreed to be bound by the confidentiality and non-use provisions of this Section 3.3; (iiiii) to any existing or prospective affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business (or to their affiliates, partners, members, stockholders, or wholly owned subsidiaries, or their attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in the case of a Wellington Investor, the partners of such Wellington Investor’s partners) provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure, takes reasonable steps to minimize the extent of any such required disclosure and discloses the minimum amount of information necessary to satisfy such legal requirement; (v) at such time as it enters the public domain through no fault of such Investor; (iiivi) that the Company communicates is communicated to it free of any obligation of confidentiality and restriction on useconfidentiality; or (ivvii) that is developed by Investor or its agents independently of and without reference to any confidential information communicated by the Company as shown by contemporaneous records; (v) with regard only to the confidentiality restriction, as required by applicable law or order of a court or tribunal; (vi) to its attorneys, accountants, consultants and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company, provided such persons agree to hold such information confidentially as provided herein and not to use it for any purpose other than providing such services to such Investor; or (vii) to any prospective purchaser of any Registrable Securities from such Holder, if prior to any such disclosure such prospective purchaser agrees in writing to be bound by the provisions of this Section 3.3.

Confidentiality of Records. Each Investor agrees to use, and to use its best commercially reasonable efforts to ensure that its authorized representatives use, the same degree of care as such Investor uses to protect its own confidential information to keep confidential any information furnished to such Investor pursuant to Section 3.1 and 3.2 hereof or pursuant to any Management Rights Letter (as defined in the Purchase Agreement) addressed to such Investor, in each case, that it which the Company identifies as being confidential or proprietary (so long as such information is not in the public domain) and not to use such information for any purpose other than monitoring its investment in the Company), except that such Investor may disclose such proprietary or confidential information (i) to any existing or prospective Affiliate, partner, subsidiary or parent of such Investor for the purpose of evaluating its investment in the Company as long as such Affiliate, partner, subsidiary or parent is advised of and agrees or has agreed to be bound by the confidentiality and non-use provisions of this Section 3.3. For purposes of this Section 3.3 "confidential information" does not include information, technical data or know-how which (i) is in the Investor's possession at the time of initial disclosure as shown by the Investor's files and records immediately prior to the time of such disclosure; (ii) at such time as before or after it enters has been disclosed to the Investor, is part of the public domain through no fault knowledge or literature, not as a result of such any action or inaction of the Investor; or (iii) that is approved for release by written authorization of the Company communicates to it free Company. The provisions of any obligation of confidentiality and restriction on use; this Section 3.3 shall not apply (ivi) that is developed by Investor or its agents independently of and without reference to any confidential information communicated by the Company as shown by contemporaneous records; (v) with regard only to the confidentiality restriction, as required by applicable law or order of a court or tribunal; (vi) to its attorneys, accountants, consultants and other professionals to the extent necessary that an Investor is required to obtain their services in connection disclose confidential information pursuant to any law, statute, rule or regulation or any order of any court of competent jurisdiction or pursuant to any requirement (whether or not having the force of law, but if not having the force of law, being of a type with monitoring its investment which institutional investors in the Companyrelevant jurisdiction are accustomed to comply) of any self-regulating organization or any governmental, fiscal, monetary or other authority; or (ii) to the disclosure of Confidential Information to an Investor's employees, counsel, accountants or other professional advisors, provided such persons agree to hold such information confidentially as provided herein and not to use it for any purpose other than providing such services to such Investor; or (vii) to any prospective purchaser of any Registrable Securities from such Holder, if prior to any such disclosure such prospective purchaser agrees in writing to be bound by the provisions of this Section 3.3.

Confidentiality of Records. Each Major Investor agrees to use at least the same degree of care as such Investor uses to protect its own confidential information but in no event less than reasonable due care to keep confidential any information furnished to such Major Investor pursuant to Section 3.1 and 3.2 hereof or pursuant to any Management Rights Letter (as defined in the Purchase Agreement) addressed to such Investor, in each case, that the Company identifies as being confidential or proprietary (so long as such information is not in the public domain) and not to use such information for any purpose other than monitoring its investment in the Company), except that such Major Investor may disclose such proprietary or confidential information (i) to any existing or prospective Affiliate, registered investment advisor, partner, subsidiary or parent of such Major Investor as long as such Affiliate, registered investment advisor, partner, subsidiary or parent is advised of and agrees or has agreed to be bound by the confidentiality and non-use provisions of this Section 3.33.3 or comparable restrictions; (ii) at such time as it enters the public domain through no fault of such InvestorMajor Investor or any other party to which the information has been disclosed pursuant to Subsection 3.3(i) above; (iii) that the Company communicates is communicated to it free of any obligation of confidentiality and restriction on useconfidentiality; (iv) that is developed by Major Investor or its agents independently of and without reference to any confidential information communicated by the Company as shown by contemporaneous recordsCompany; (v) in response to any order or requirement of any court or other governmental body, provided that such Major Investor provides the Company with regard only prompt notice of such order or requirement (to the confidentiality restriction, as required extent that providing such notice is not prohibited by applicable law law) to enable the Company to seek a protective order or order of a court otherwise to prevent or tribunalrestrict such disclosure; (vi) to its attorneys, accountants, consultants and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company, provided such persons agree to hold such information confidentially as provided herein and not to use it for any purpose other than providing such services to such Investorenforcement of this Agreement or rights under this Agreement; or (vii) to comply with applicable law, rule or regulation. For the sake of clarity, nothing contained in this Section 3.3 shall in any prospective purchaser way restrict or impair the obligations of any Registrable Securities from such HolderAdvisory Entity, if to report the investment of its advisory clients (as Investors) in the Company in accordance with applicable laws and regulations, without any requirement of prior notice to any such disclosure such prospective purchaser agrees in writing to be bound by the provisions of this Section 3.3Company.

Confidentiality of Records. Each Investor agrees to use the same degree of care as such Investor uses to protect its own confidential information to keep confidential any information furnished to such Investor pursuant to Section 3.1 and 3.2 hereof or pursuant to any Management Rights Letter (as defined in the Purchase Agreement) addressed to such Investor, in each case, that the Company identifies as being confidential or proprietary (so long as such information is not in the public domain) and not to use such information for any purpose other than monitoring its investment in the Company), except that such Investor may disclose such proprietary or confidential information (i) to any existing or prospective Affiliate, partner, subsidiary or parent of such Investor as long as such Affiliate, partner, subsidiary or parent is advised of and agrees or has agreed to be bound by the confidentiality and non-use provisions of this Section 3.33.2 or comparable restrictions; (ii) at such time as it enters the public domain through no fault of such Investor; (iii) that the Company communicates is communicated to it such Investor free of any obligation of confidentiality and restriction on useconfidentiality; (iv) that is developed by such Investor or its agents independently of and without reference to any confidential information communicated by the Company as shown by contemporaneous recordsCompany; or (v) with regard only to the confidentiality restriction, as required by applicable law law. Neither Xxxxx-Xxxx nor Manheim Investments, Inc. (“Cox”) shall be subject to, or order of a court or tribunal; (vi) be required to its attorneyscomply with, accountants, consultants and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company, provided such persons agree to hold such information confidentially as provided herein and not to use it for any purpose other than providing such services to such Investor; or (vii) to any prospective purchaser of any Registrable Securities from such Holder, if prior to any such disclosure such prospective purchaser agrees in writing to be bound by the provisions of this Section 3.33.2. In the event that Xxxxx-Xxxx or Xxx elects to designate a representative to the Company’s Board of Directors (a “Designated Director”), then (x) only such Designated Director individually, and not Xxxxx-Xxxx or Cox, as applicable, its parent or their subsidiaries, affiliates, directors, officers, stockholders or agents, shall have any obligations to the Company and its shareholders, and (y) such Designated Director shall only have such obligations as are imposed by applicable state and federal securities laws and fiduciary duties imposed by the General Corporation Law of the State of Delaware on members of the Company’s Board of Directors.

Confidentiality of Records. Each The Investor agrees to use, and to use its commercially reasonable efforts to ensure that its authorized representatives use, the same degree of care as such the Investor uses to protect its own confidential information to keep confidential any information regarding the operations, business, affairs and financial condition of the Corporation as furnished by the Corporation to such the Investor pursuant to Section 3.1 and 3.2 hereof or pursuant to any Management Rights Letter (as defined in which the Purchase Agreement) addressed to such Investor, in each case, that the Company Corporation identifies as being confidential or proprietary (so long as such information is not in the public domain) and not to use such information for any purpose other than monitoring its investment in the Company), except that such the Investor may disclose such proprietary or confidential information (i) to any existing or prospective Affiliate, partner, subsidiary or parent Affiliate of such the Investor for the purpose of evaluating its investment in the Corporation as long as such Affiliate, partner, subsidiary or parent Affiliate is advised of the confidential nature of such information and agrees to keep such information confidential, (ii) if requested or has agreed compelled by law, regulatory authority or other applicable judicial or governmental order, depositions, interrogatories, requests for information or documents in legal or administrative proceedings, or subpoena, civil investigative demand or other similar process (“Legally Required”), to the extent Legally Required. The foregoing obligations shall not apply to the Investor with respect to information that (i) is or becomes generally available to the public on a non-confidential basis through no breach by the Investor or its representatives of this Section 2.6, (ii) becomes available to Investor on a non-confidential basis from a source other than the Company or its representatives if such source was not known by the Investor to be bound by a confidentiality agreement with, or other legal obligation of secrecy to, the confidentiality and non-use provisions of this Section 3.3; (ii) at such time as it enters the public domain through no fault of such Investor; Company, (iii) that is already in the possession of the Investor prior to the time of disclosure by the Company communicates to it free of any obligation of confidentiality and restriction on use; or its representatives, (iv) that is independently developed by the Investor or its agents independently of and representatives without reference to any confidential use or reliance on the information communicated described in the preceding sentence, or (v) is permitted in writing by the Company as shown by contemporaneous records; (v) with regard only or its representatives to be disclosed to third parties on a non-confidential basis. Nothing herein shall restrict the confidentiality restriction, Investor from trading in securities of other issuers or of the Company except as required or permitted by applicable law or order of a court or tribunal; (vi) to its attorneys, accountants, consultants and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company, provided such persons agree to hold such information confidentially as provided herein and not to use it for any purpose other than providing such services to such Investor; or (vii) to any prospective purchaser of any Registrable Securities from such Holder, if prior to any such disclosure such prospective purchaser agrees in writing to be bound by the provisions of this Section 3.3law.

Confidentiality of Records. Each Investor agrees to use, and to use its best commercially reasonable efforts to ensure that its authorized representatives use, the same degree of care as such Investor uses to protect its own confidential information to keep confidential any information furnished to such Investor pursuant to Section 3.1 and 3.2 hereof or pursuant to any Management Rights Letter (as defined in the Purchase Agreement) addressed to such Investor, in each case, that it which the Company identifies as being confidential or proprietary (so long as such information is not in the public domain) and not to use such information for any purpose other than monitoring its investment in the Company), except that such Investor may disclose such proprietary or confidential information (i) to any existing or prospective Affiliatepartner, partnerofficer, subsidiary or parent of such Investor for the purpose of evaluating its investment in the Company as long as such Affiliatepartner, partnerofficer, subsidiary or parent is advised of and agrees or has agreed to be bound by the confidentiality and non-use provisions of this Section 3.3. For purposes of this Section 3.3 "confidential information" does not include information, technical data or know-how which (i) is in the Investor's possession at the time of initial disclosure as shown by the Investor's files and records immediately prior to the time of such disclosure; (ii) at such time as before or after it enters has been disclosed to the Investor, is part of the public domain through no fault knowledge or literature, not as a result of such any action or inaction of the Investor; or (iii) that is approved for release by written authorization of the Company communicates to it free Company. The provisions of any obligation of confidentiality and restriction on use; this Section 3.3 shall not apply (ivi) that is developed by Investor or its agents independently of and without reference to any confidential information communicated by the Company as shown by contemporaneous records; (v) with regard only to the confidentiality restriction, as required by applicable law or order of a court or tribunal; (vi) to its attorneys, accountants, consultants and other professionals to the extent necessary that an Investor is required to obtain their services in connection disclose confidential information pursuant to any law, statute, rule or regulation or any order of any court of competent jurisdiction or pursuant to any requirement (whether or not having the force of law, but if not having the force of law, being of a type with monitoring its investment which institutional investors in the Companyrelevant jurisdiction are accustomed to comply) of any self-regulating organization or any governmental, fiscal, monetary or other authority; or (ii) to the disclosure of confidential information to an Investor's employees, counsel, accountants or other professional advisors, provided such persons agree to hold such information confidentially as provided herein and not to use it for any purpose other than providing such services to such Investor; or (vii) to any prospective purchaser of any Registrable Securities from such Holder, if prior to any such disclosure such prospective purchaser agrees in writing to be bound by the provisions of this Section 3.3.

Confidentiality of Records. (a) Each Investor agrees to use the same degree of care as such Investor uses to protect its own confidential information to keep confidential any information furnished to such Investor pursuant to Section 3.1 and 3.2 hereof or pursuant to any Management Rights Letter (as defined in the Purchase Agreement) addressed to such Investor, in each case, that the Company identifies as being confidential or proprietary (so long as such information is not in the public domain) and not to use such information for any purpose other than monitoring its investment in the Company), except that such Investor may disclose such proprietary or confidential information (i) to any existing or prospective Affiliate, partner, subsidiary or parent of such Investor as long as such Affiliate, partner, subsidiary or parent is advised of and agrees or has agreed to be bound by the confidentiality and non-use provisions of this Section 3.33.3(a) or comparable restrictions; (ii) at such time as it enters the public domain through no fault of such Investor; (iii) that the Company communicates is communicated to it free of any obligation of confidentiality and restriction on useconfidentiality; (iv) that is developed by Investor or its agents independently of and without reference to any confidential information communicated by the Company as shown by contemporaneous recordsCompany; or (v) with regard only to the confidentiality restriction, as required by applicable law or order of a court or tribunallaw; (vi) to its attorneysprovided, accountantshowever, consultants and other professionals to the extent necessary reasonably practicable and permitted, the Company is provided reasonable advance notice as to any such required disclosure and the opportunity to seek and obtain their services in connection with monitoring its a protective order or otherwise to limit or obtain confidential treatment for such disclosure. (b) Each Investor acknowledges and agrees that the investment in the CompanyCompany by NuVasive is confidential and shall not be disclosed by such Investor to any third party, provided except that such persons agree Investor may disclose such fact (i) to hold any partner, subsidiary or parent of such information confidentially Investor as provided herein long as such partner, subsidiary or parent is advised of and not agrees or has agreed to use be bound by the confidentiality provisions of this Section 3.3(b) or comparable restrictions; (ii) at such time as it for any purpose other than providing such services to enters the public domain through no fault of such Investor; or (viiiv) to any prospective purchaser of any Registrable Securities from such Holder, if prior to any such disclosure such prospective purchaser agrees in writing to be bound as required by the provisions of this Section 3.3applicable law.