Common use of Confidentiality of Terms Clause in Contracts

Confidentiality of Terms. Neither Party shall (and shall ensure that none of its agents, representatives or attorneys shall) disclose the terms of this Agreement to any third parties, except that either Party may disclose the existence of this Agreement to third parties, and may disclose the terms of this Agreement (a) to the extent reasonably necessary, in confidence, to its legal counsel and accountants, (b) to Governmental Authorities as required by any applicable Law or the applicable rules or regulations of any securities exchange on which any of such Party’s securities are listed (in either case, as determined by such Party upon advice of counsel), provided that prior to any such required disclosure, the disclosing Party gives the non-disclosing Party reasonable advance notice of such disclosure, minimizes the scope of such disclosure (including by making redactions to documents provided as part of such disclosure and by cooperating with the non-disclosing Party to obtain protective orders) to the extent permitted under applicable Law, and otherwise coordinates with the non-disclosing Party with respect to the scope of such disclosure, (c) in connection with the enforcement of this Agreement or any other Transaction Agreement, or (d) as permitted under Section 9.3. Notwithstanding the foregoing, neither Party will be prohibited from disclosing, in their entirety, the terms of any of Sections 2.8, 3.1, 3.2, 3.3, 4.2 or 4.3, and the obligations of the Parties under this Section 10.12 shall not apply to any terms of this Agreement that have been disclosed by either Party as permitted by subclauses (a)-(d) above.

Confidentiality of Terms. Neither Party shall (and shall ensure that none of its agents, representatives or attorneys shall) disclose the terms of this Agreement to any third parties, except that either Party may disclose the The mere existence of this Agreement to third parties(including, without limitation, the title of this Agreement, the identification of the Parties, and that the Patents and Patent Applications were assigned hereunder by Seller to Purchaser) is not confidential. Also, the Onstream Confidential Parties may disclose and file Exhibit A with the United States Patent and Trademark Office. However, , all other written documentation that is confidential in nature exchanged between the parties in connection with this Agreement, including, but not limited to, the specific terms of this Agreement (including, without limitation, the fees payable to Seller under this Agreement) are confidential and shall not be disclosed except: (a) to the extent reasonably necessary, in confidence, to its legal counsel and accountants, as may be required by applicable law; (b) to Governmental Authorities as may be required by any applicable Law judicial or the applicable rules or regulations of any securities exchange on which any of such Party’s securities are listed governmental order (in either case, as determined by such Party upon advice of counsel), provided that prior to any such required disclosure, the disclosing Party gives the non-disclosing other Party reasonable advance notice to enable it to seek a protective order, or obtains written assurance that the Agreement will receive the highest level of such disclosure, minimizes the scope of such disclosure (including by making redactions to documents provided as part of such disclosure and by cooperating with the non-disclosing Party to obtain protective orders) to the extent permitted under applicable Law, and otherwise coordinates with the non-disclosing Party with respect to the scope of such disclosure, protection); (c) in connection with by written consent of the enforcement of this Agreement or any other Transaction Agreement, Party; or (d) as permitted to any third party proposing to enter into a business transaction with a Party, but only to the extent reasonably necessary for carrying out the proposed transaction and only under Section 9.3. Notwithstanding the foregoing, neither Party will be prohibited from disclosing, in their entirety, the terms of any of Sections 2.8, 3.1, 3.2, 3.3, 4.2 or 4.3, and a written confidentiality agreement that limits the obligations of the Parties under this Section 10.12 shall not apply to any terms disclosure of this Agreement that have been disclosed to personnel necessary to carry out the proposed transaction. In the event of receipt by either Party as permitted by subclauses of any pleading, petition, subpoena and/or other legal process, which may require disclosure of any confidential information hereunder, the receiving party shall provide notice to the other party within three (a)-(d3) above.days of receipt of same in order to allow the other party to contest, quash, and/or otherwise take appropriate legal action to prevent disclosure of any Confidential Information

Confidentiality of Terms. Neither Party The parties hereto shall (and shall ensure that none of its agents, representatives or attorneys shall) disclose keep the terms of this Agreement to any third parties, except that either Party may disclose the and existence of this Agreement and the identities of the parties hereto confidential and shall not now or hereafter divulge any of this information to any third party except: (a) with the prior written consent of the other party; (b) as otherwise may be required by law or legal process, including in confidence to legal and financial advisors in their capacity of advising a party in such matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions are restricted in the same manner as is the confidential information of other litigating parties; (d) in confidence to its legal counsel, accountants, banks and financing sources and their advisors solely in connection with complying with financial transactions; or (e) Purchaser may record the Assignment of Patent Rights or a similar memorandum of its purchase with patent offices; provided that, in (b) through (d) above, (i) the disclosing party shall use all legitimate and legal means available to minimize the disclosure to third parties, including without limitation seeking a confidential treatment request or protective order whenever appropriate or available; and may disclose the terms of this Agreement (aii) to the extent reasonably necessary, in confidence, to its legal counsel and accountants, (b) to Governmental Authorities as required by any applicable Law or the applicable rules or regulations of any securities exchange on which any of such Party’s securities are listed (in either case, as determined by such Party upon advice of counsel), provided that prior to any such required disclosure, the disclosing Party gives party shall provide the non-disclosing Party reasonable advance other party with at least ten (10) days prior written notice of such disclosure. Notwithstanding the above: (i) upon execution of this Agreement by the parties hereto, minimizes the scope parties agree that Seller may issue a Press Release, in the form of such disclosure Exhibit D attached hereto (including by making redactions to documents provided as part of such disclosure the “Press Release”); and by cooperating (ii) Seller may file this Agreement, and the exhibits hereto, with the non-disclosing Party to obtain protective orders) Securities and Exchange Commission, provided that Seller shall redact the submitted Agreement and exhibits to the extent permitted under applicable Law, and otherwise coordinates with the non-disclosing Party with respect to the scope of such disclosure, (c) in connection with the enforcement of this Agreement or any other Transaction Agreement, or (d) as permitted under Section 9.3. Notwithstanding the foregoing, neither Party will be prohibited from disclosing, in their entirety, the terms of any of Sections 2.8, 3.1, 3.2, 3.3, 4.2 or 4.3, and the obligations of the Parties under this Section 10.12 shall not apply to any terms of this Agreement that have been disclosed by either Party as permitted by subclauses (a)-(d) abovepossible.

Confidentiality of Terms. Neither Party shall (and shall ensure that none of its agents, representatives or attorneys shall) disclose the terms of this Agreement to any third parties, except that either Party may disclose the existence of this Agreement to third parties, and may disclose the terms of this Agreement (a) to the extent reasonably necessary, in confidence, to its legal counsel and accountants, (b) to Governmental Authorities as required by any applicable Law or the applicable rules or regulations of any securities exchange on which any of such Party’s 's securities are listed (in either case, as determined by such Party upon advice of counsel), provided that prior to any such required disclosure, the disclosing Party gives the non-disclosing Party reasonable advance notice of such disclosure, minimizes the scope of such disclosure (including by making redactions to documents provided as part of such disclosure and by cooperating with the non-disclosing Party to obtain protective orders) to the extent permitted under applicable Law, and otherwise coordinates with the non-disclosing Party with respect to the scope of such disclosure, or (c) in connection with the enforcement of this Agreement or any other Transaction Agreementagreement entered into between Nikon, or (d) as permitted under Section 9.3ASML and/or Zeiss SMT contemporaneously herewith. Notwithstanding the foregoing, neither Party will be prohibited from disclosing, in their entirety, the terms of any of Sections 2.8, 3.1, 3.2, 3.3, 4.2 or 4.3, and the obligations of the Parties under this Section 10.12 8.17 shall not apply to any terms of this Agreement that have been disclosed by either Party as permitted by subclauses subsections (a)-(da)-(c) above.

Confidentiality of Terms. Neither Party shall (and shall ensure that none of its agents, representatives or attorneys shall) disclose the terms of this Agreement to any third parties, except that either Party may disclose the existence of this Agreement to third parties, and may disclose the terms of this Agreement (a) to the extent reasonably necessary, in confidence, to its legal counsel and accountants, (b) to Governmental Authorities as required by any applicable Law or the applicable rules or regulations of any securities exchange on which any of such Party’s 's securities are listed (in either case, as determined by such Party upon advice of counsel), provided that prior to any such required disclosure, the disclosing Party gives the non-disclosing Party reasonable advance notice of such disclosure, minimizes the scope of such disclosure (including by making redactions to documents provided as part of such disclosure and by cooperating with the non-disclosing Party to obtain protective orders) to the extent permitted under applicable Law, and otherwise coordinates with the non-disclosing Party with respect to the scope of such disclosure, (c) in connection with the enforcement of this Agreement or any other Transaction Agreement, or (d) as permitted under Section 9.3. Notwithstanding the foregoing, neither Party will be prohibited from disclosing, in their entirety, the terms of any of Sections 2.82.11, 3.1, 3.2, 3.33.4, 4.2 or 4.3, and the obligations of the Parties under this Section 10.12 shall not apply to any terms of this Agreement that have been disclosed by either Party as permitted by subclauses (a)-(d) above.

Confidentiality of Terms. Neither Party shall (and shall ensure that none of its agents, representatives or attorneys shall) disclose the terms of this Agreement to any third parties, except that either Party may disclose the existence of this Agreement to third parties, and may disclose the terms of this Agreement (a) to the extent reasonably necessary, in confidence, to its legal counsel and accountants, (b) to Governmental Authorities as required by any applicable Law or the applicable rules or regulations of any securities exchange on which any of such Party’s 's securities are listed (in either case, as determined by such Party upon advice of counsel), provided that prior to any such required disclosure, the disclosing Party gives the non-disclosing Party reasonable advance notice of such disclosure, minimizes the scope of such disclosure (including by making redactions to documents provided as part of such disclosure and by cooperating with the non-disclosing Party to obtain protective orders) to the extent permitted under applicable Law, and otherwise coordinates with the non-disclosing Party with respect to the scope of such disclosure, (c) in connection with the enforcement of this Agreement or any other Transaction Agreement, or (d) as permitted under Section 9.3. Notwithstanding the foregoing, neither Party will be prohibited from disclosing, in their entirety, the terms of any of Sections 2.8, 3.1, 3.2, 3.3, 4.2 or 4.3, and the obligations of the Parties under this Section 10.12 shall not apply to any terms of this Agreement that have been disclosed by either Party as permitted by subclauses (a)-(d) above.

Confidentiality of Terms. Neither No Party shall (and shall ensure that none of its Affiliates and its and their respective agents, representatives or attorneys shall) disclose the terms of this Agreement to any third partiesThird Parties, except that either each Party may disclose the existence of this Agreement to third partiesThird Parties, and may disclose the terms of this Agreement (a) to the extent reasonably necessary, in confidence, to its legal counsel and accountants, (b) to Governmental Authorities as required by any applicable Law or the applicable rules or regulations of any securities exchange on which any of such Party’s securities are listed (in either case, as determined by such Party upon advice of counsel), provided that prior to any such required disclosure, the disclosing Party gives the non-disclosing Party Parties reasonable advance notice of such disclosure, minimizes the scope of such disclosure (including by making redactions to documents provided as part of such disclosure and by cooperating with the non-disclosing Party Parties to obtain protective orders) to the extent permitted under applicable Law, and otherwise coordinates with the non-disclosing Party Parties with respect to the scope of such disclosure, (c) in connection with the enforcement of this Agreement or any other Transaction Agreement, including the exercise of defensive rights hereunder, or (d) as permitted under Section 9.39.5. Notwithstanding the foregoing, (i) neither Party will be prohibited from disclosing, in their entiretyconfidence, the scope of its licenses, rights and immunities hereunder and the terms of any of Sections 2.8, 3.1, 3.2, 3.3, 4.2 Section 4 to its Covered Entities or 4.3Component Suppliers, and (ii) the obligations of the Parties under this Section 10.12 shall not apply to any terms of this Agreement that have been disclosed to the public by either any Party as permitted by subclauses clauses (a)-(db) and (c) immediately above.