Common use of Confidentiality; Public Disclosure Clause in Contracts

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Buyer and Seller have previously executed a non-disclosure agreement, dated as of March 7, 2016 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any and all terms to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Law and the rules of NYSE. (b) Neither Buyer nor Seller shall issue any press release or other public communications relating to the terms of this Agreement or the Transactions in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written approval of the other party, unless required by Applicable Law (in which event a satisfactory opinion of counsel to that effect shall be first delivered to the other party prior to any such disclosure). Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, Seller may make such public communications regarding this Agreement or the Transactions as Seller may determine is reasonably appropriate.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Buyer Acquirer and Seller the Company have previously executed a non-disclosure agreementNondisclosure Agreement, dated as of March 7August 19, 2016 2014 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any and all terms to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Law and the rules of NYSE. (b) Neither Buyer nor Seller shall issue any press release or other public communications relating . Each Company Shareholder and the Shareholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the terms of this Agreement or same extent as though each Company Shareholder and the Transactions in any media interviewShareholders’ Agent were a party thereto. With respect to each Company Shareholder and the Shareholders’ Agent, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written approval of the other party, unless required by Applicable Law (in which event a satisfactory opinion of counsel to that effect shall be first delivered to the other party prior to any such disclosure). Notwithstanding anything to the contrary contained herein or as used in the Confidentiality Agreement, Seller may make such public communications regarding the term “Confidential Information” shall also include information relating to the Share Purchase or this Agreement received by each Company Shareholder and the Shareholders’ Agent after the Closing or relating to the Transactions as Seller may determine is reasonably appropriateperiod after the Closing.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Buyer Fxxxxxxx.xxx US, LLC, an Affiliate of Acquirer, and Seller the Company have previously executed a mutual non-disclosure agreement, dated as of March 7October 8, 2016 2018 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidenceconfidence to the same extent as required if such Person was a party to the Confidentiality Agreement. At Except as otherwise provided in Section 5.13, at no time shall any party hereto disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoingherein, a party hereto shall be permitted to disclose any and all terms to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Law and the rules of the NYSE. (b) Neither Buyer nor Seller shall issue any press release or , and as reasonably necessary for the Company to obtain the Voting Member Approval and approvals from other public communications relating third parties as contemplated by this Agreement. The Members’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the terms of this Agreement or same extent as though the Transactions in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written approval of the other party, unless required by Applicable Law (in which event Members’ Agent were a satisfactory opinion of counsel to that effect shall be first delivered party thereto. With respect to the other party prior to any such disclosure). Notwithstanding anything to the contrary contained herein or Members’ Agent, as used in the Confidentiality Agreement, Seller may make such public communications regarding the term “Confidential Information” shall also include information relating to the Merger or this Agreement received by the Members’ Agent after the Closing or relating to the Transactions as Seller may determine is reasonably appropriateperiod after the Closing.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Buyer Castlight and Seller Jiff have previously executed a non-disclosure agreement, dated as of March 7July 19, 2016 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates. The parties hereto will use commercially reasonable efforts to minimize any public disclosures regarding any indemnification dispute hereunder. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any and all terms such information to its financial, tax Tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Law and the rules of NYSE. (b) Neither Buyer nor Seller shall issue any press release or other NYSE and Castlight may make such public communications relating as it may determine is reasonably appropriate (provided that Castlight will make good faith efforts to provide Jiff with written notice of any such disclosure and, if possible, allow Jiff the opportunity to comment on such communication. The Stockholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the terms of this Agreement or same extent as though the Transactions in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written approval of the other party, unless required by Applicable Law (in which event Stockholders’ Agent were a satisfactory opinion of counsel to that effect shall be first delivered party thereto. With respect to the other party prior to any such disclosure). Notwithstanding anything to the contrary contained herein or Stockholders’ Agent, as used in the Confidentiality Agreement, Seller may make such the term “Confidential Information” shall also include non-public communications regarding information relating to the Merger or this Agreement received by the Stockholders’ Agent after the Closing or relating to the Transactions as Seller may determine is reasonably appropriateperiod after the Closing.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Buyer Acquirer and Seller the Company have previously executed a nonMutual Non-disclosure agreementDisclosure Agreement, dated January 20, 2016, as of March 7, 2016 may be amended form time to time (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreementthe Transaction Documents (including the economic terms), and the fact of this Agreement’s the Transaction Documents’ existence, in strict confidence. At no time shall any party hereto the Company disclose any of the terms of this Agreement the Transaction Documents (including the economic terms) or any non-public information about a another party hereto to any other Person without the prior written consent of the party hereto Acquirer about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any and all terms of this Agreement to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Law and the rules of NYSE. (b) Neither Buyer nor Seller shall issue any press release or other public communications relating . The Sellers hereby agree to be bound by the terms and conditions of the Confidentiality Agreement to the terms of this Agreement or same extent as though the Transactions in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written approval of the other party, unless required by Applicable Law (in which event Sellers were a satisfactory opinion of counsel to that effect shall be first delivered party thereto. With respect to the other party prior to any such disclosure). Notwithstanding anything to the contrary contained herein or Sellers as used in the Confidentiality Agreement, Seller may make such public communications regarding the term “Evaluation Material” shall also include information relating to the Purchase or this Agreement received by the Sellers after the Closing or relating to the Transactions as Seller may determine is reasonably appropriateperiod after the Closing.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Buyer Acquirer and Seller the Company have previously executed a mutual non-disclosure agreement, dated as of March 7February 11, 2016 2020 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At Except to the extent necessary for purposes of the Stockholder Notice or as otherwise permitted under this Section 5.3, at no time shall any party hereto disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about to which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any and all terms to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance to comply with Applicable Law and the rules of NYSE. The Stockholders’ Agent hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the same extent as though the Stockholders’ Agent were a party thereto; provided that the Stockholders’ Agent shall be permitted to disclose Confidential Information to the Advisory Group in its capacity as such to the extent necessary or incidental to its services and responsibilities under Section 8.7 of this Agreement. With respect to the Stockholders’ Agent, as used in the Confidentiality Agreement, the term “Confidential Information” shall also include information relating to the Merger or this Agreement received by the Stockholders’ Agent after the Closing or relating to the period after the Closing. (b) Neither Buyer nor Seller The Company shall not, and shall cause each Subsidiary and their respective Representatives not to, issue any press release or other public communications (except to the extent consistent with, and containing only information already included in, any press release or other public communications previously issued or made in accordance with this Agreement) relating to the terms of this Agreement or the Transactions or use Acquirer’s name or refer to Acquirer directly or indirectly in connection with Acquirer’s relationship with the Company in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written approval of Acquirer, except to the other party, unless extent (i) required by Applicable Law (in which event a satisfactory opinion case such party shall promptly notify Acquirer of counsel to that effect shall be first delivered this and cooperate with Acquirer to the extent practicable so as to seek to limit the information disclosed to the information it is advised by counsel is required by such Applicable Law to be disclosed), (ii) as reasonably necessary for the Company to obtain the Written Consent and the other consents and approvals of the Company Stockholders and other third parties contemplated by this Agreement, (iii) necessary to enforce such party’s rights under this Agreement or any other Transaction Document, (iv) such information is or becomes generally known to the public without violation of this Agreement or the Confidentiality Agreement or any other agreement or obligations restricting the disclosure of such information by such party prior to any such disclosure)or (v) made by a Company Stockholder permitted by, and in accordance with, the confidentiality terms set forth in the Joinder Agreement. Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, Seller Acquirer may make such public communications regarding this Agreement or the Transactions as Seller Acquirer may determine is reasonably appropriate.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Buyer Acquiror and Seller the Company have previously executed a non-disclosure agreementConfidentiality Agreement dated May 11, dated as of March 7, 2016 2007 (the “Confidentiality Agreement”), ) which shall continue in full force and effect in accordance with its terms. Each party hereto The Stockholders’ Agent hereby agrees that it and its Representatives shall hold to be bound by the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto disclose any conditions of the terms of Confidentiality Agreement to the same extent as though the Stockholders’ Agent were a party thereto. With respect to the Stockholders’ Agent, as used in the Confidentiality Agreement the term “Information” shall include information relating to the Merger or this Agreement (including received by the economic terms) Stockholders’ Agent after the Closing or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates. Notwithstanding anything relating to the contrary in period after the foregoing, a party hereto shall be permitted to disclose any and all terms to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Law and the rules of NYSEClosing. (b) Neither Buyer nor Seller The parties shall not, and the parties shall cause each of their respective subsidiaries and each of their respective representatives not to, directly or indirectly, issue any press release or other public communications statement relating to the terms of this Agreement or the Transactions transactions contemplated hereby or use the other party’s name or refer to the other party directly or indirectly in connection with the parties’ relationship with each other in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written approval of the other party, unless required by Applicable Law (in which event a satisfactory opinion Legal Requirements and except as reasonably necessary for the Company to obtain the consents and approvals of counsel to that effect shall be first delivered to the Company Stockholders and other party prior to any such disclosure). Notwithstanding anything to the contrary contained herein or in the Confidentiality third parties contemplated by this Agreement, Seller may make such public communications regarding this Agreement or the Transactions as Seller may determine is reasonably appropriate.