Confidentiality; Other Covenants Clause Samples

Confidentiality; Other Covenants. The Parent and the Seller, on the one hand, and Enterprises and the Buyer, on the other hand, each agree that, unless acting with the prior written consent of the other (excluding necessary accounting disclosures and disclosures required by law), it will not at any time hereafter disclose or use, directly or indirectly, except for the purposes of the transactions hereunder, on behalf of itself or any other person or business entity, any confidential and propriety information or data or trade secrets concerning the business or activities of the other or the other's subsidiaries or affiliates, which is divulged or discovered during the negotiations which led to this Agreement or the pursuit or consummation of the transactions hereunder. Such data or information shall include, but not be limited to, customer lists, supplier lists, price lists, manufacturing and purchasing practices and techniques, wage scales and sales policies. Notwithstanding the foregoing, information or data concerning the Parent or the Seller, on the one hand, or Enterprises or the Buyer, on the other hand, shall not include information or data which: (a) at the time of disclosure is in the public domain or thereafter enters the public domain through no wrongful act or omission of the receiving party (or any of its affiliates), (b) is already known by the receiving party at the time of disclosure and such information is not otherwise subject to confidentiality obligations of the receiving party, or (c) is available to the receiving party at the time of disclosure from a third party who, to the receiving party's knowledge, may disclose such information without violation of any ZH-81341.3 75 confidentiality obligation. During the two (2) year period commencing on the date hereof, each of the Parent and the Seller further agrees that it will not directly or indirectly solicit for employment any Division Employee employed by the Buyer pursuant hereto. The obligations of the parties under this Section 17 shall survive the Closing Date.