Common use of Confidentiality; Return of Documents Clause in Contracts

Confidentiality; Return of Documents. a) The Supplier undertakes to maintain confidentiality regarding all facts and circumstances regarding the Buyer of which it becomes aware in connection with the provision of goods/services, particularly in terms of all business and trade secrets, to keep the information and documents received secret, and to only make use of such information in the context of the business relationship with the Buyer. Furthermore, this confidentiality clause applies to all results in connection with the performance of the contract, even if they are not reported to the Buyer, as well as the prepared financial statements and project reports. b) The confidential information mentioned in clause 13 (a) herein can only be disclosed to third parties upon prior written consent of the Buyer. The disclosure of confidential information to employees and officers is permitted only to the extent it is required for the implementation of the Supplier's contractual obligations towards the Buyer. The Supplier shall impose the commitments it has made to maintain confidentiality on all persons or companies to whom confidential information or services from the contract are entrusted. c) The foregoing shall not apply to information (i) that was known to the Supplier before it received them from the Buyer, (ii) that was developed by the Supplier independently without recourse to or use of the information of the Buyer (iii) that the has lawfully obtained from a third party, who to the knowledge of the Contractor did not have a confidentiality obligation towards the Buyer, and that the third party in turn did not obtain this information by a violation of protection provisions in favor of the Buyer (iv) that became known to the Supplier without any breach of these provisions or any other existing provisions on the protection of the operating and business secrets of the Buyer or were public knowledge, or (v) that must be disclosed by the Supplier due to the instructions of legal authorities, governmental/state agencies, or courts. In this case, the Supplier must inform the Buyer prior to the disclosure and must limit the scope of such disclosure as much as possible. d) The aforementioned obligations also apply to the period after the termination of the Agreement. e) Documents provided by the Buyer shall remain the property of the Buyer and must be returned by the Supplier to the Buyer without request at the end of the Agreement. Bookkeeping documents are not affected by this provision. f) Any documentation or data relevant to activities performed, including without limitation any GMP documentation, must be attributable, original, accurate, legible, complete, controlled, retrievable, and safe from intentional or unintentional manipulation or loss. These items are required throughout the retention period of such data / documentation. g) The Supplier shall advertise its business relationship with the Buyer only upon prior written consent of the Buyer.

Confidentiality; Return of Documents. (a) The Supplier undertakes to maintain confidentiality regarding all facts and circumstances regarding the Buyer of which it becomes aware in connection with the provision of goods/services, particularly in terms of all business and trade secrets, to keep the information and documents received secret, and to only make use of such information in the context of the business relationship with the Buyer. Furthermore, this confidentiality clause applies to all results in connection with the performance of the contract, even if they are not reported to the Buyer, as well as the prepared financial statements and project reports. (b) The confidential information mentioned in clause 13 (a) herein can only be disclosed to third parties upon prior written consent of the Buyer. The disclosure of confidential information to employees and officers is permitted only to the extent it is required for the implementation of the Supplier's contractual obligations towards the Buyer. The Supplier shall impose the commitments it has made to maintain confidentiality on all persons or companies to whom confidential information or services from the contract are entrusted. (c) The foregoing shall not apply to information (i) that was known to the Supplier before it received them from the Buyer, (ii) that was developed by the Supplier independently without recourse to or use of the information of the Buyer (iii) that the has lawfully obtained from a third party, who to the knowledge of the Contractor did not have a confidentiality obligation towards the Buyer, and that the third party in turn did not obtain this information by a violation of protection provisions in favor of the Buyer (iv) that became known to the Supplier without any breach of these provisions or any other existing provisions on the protection of the operating and business secrets of the Buyer or were public knowledge, or (v) that must be disclosed by the Supplier due to the instructions of legal authorities, governmental/state agencies, or courts. In this case, the Supplier must inform the Buyer prior to the disclosure and must limit the scope of such disclosure as much as possible. (d) The aforementioned obligations also apply to the period after the termination of the Agreement. (e) Documents provided by the Buyer shall remain the property of the Buyer and must be returned by the Supplier to the Buyer without request at the end of the Agreement. Bookkeeping documents are not affected by this provision. (f) Any documentation or data relevant to activities performed, including without limitation any GMP documentation, must be attributable, original, accurate, legible, complete, controlled, retrievable, and safe from intentional or unintentional manipulation or loss. These items are required throughout the retention period of such data / documentation. (g) The Supplier Suuplier shall advertise its business relationship with the Buyer only upon prior written consent of the Buyer.

Confidentiality; Return of Documents. aPurchaser and Seller each hereby covenant and agree that, at all times after the date of this Agreement and prior to the Closing, unless expressly consented to in writing by the other party, no public disclosure (including, without limitation, by press release or other media) The Supplier undertakes shall be made concerning this transaction. Seller and Purchaser each agree to maintain confidentiality regarding keep strictly confidential the existence and terms of this Agreement and all facts and circumstances regarding the Buyer of which it becomes aware information provided to or obtained by Seller or Purchaser pursuant to this Agreement or otherwise in connection with the provision transaction contemplated hereby; provided, however, that such information may be disclosed (a) to employees, officers and directors of goods/services, particularly in terms of all business and trade secretsPurchaser or Seller, to keep Purchaser’s Consultants, or to Purchaser’s or Seller’s outside counsel and accountants or other consultants subject to the information same standard of confidentiality, (b) as may be required by law or a court, (c) to the extent required under any filings with the Securities and documents received secretExchange Commission or any securities exchange, and (d) to only make use of such information in the context any or employees of the business relationship with Securities and Exchange Commission, analysts, underwriters, lenders or potential investors (and any attorneys, accountants, professional consultants or employees of the Buyer. Furthermore, this confidentiality clause applies to all results same) in connection with Purchaser’s initial public offering, and (e) as may be required to be delivered to the performance Liquor Authority in connection with Purchaser obtaining the New Liquor License. Prior to or simultaneously with making any permitted disclosure, the party making such disclosure agrees to provide the other party hereto with a true and complete copy thereof. Purchaser hereby acknowledges and agrees that all materials and information relating to the Property supplied to Purchaser by or on behalf of Seller or obtained by Purchaser in accordance with Article 4 hereof shall be treated in accordance with the terms and provisions of this Section 17.9. Such information shall be used solely for evaluating Purchaser’s investment in the Property. If this Agreement terminates or the transaction contemplated under this Agreement fails to close for any reason whatsoever, Purchaser shall deliver to Seller all of the contractdocuments, even if they are not reported financial statements, reports or other information relating to the BuyerProperty supplied to Purchaser by or on behalf of Seller or obtained by Purchaser in accordance with Article 4 hereof, as well as the prepared financial statements and project reports. b) The confidential information mentioned in clause 13 including all Third Party Reports (a) herein can only be disclosed to third parties upon prior written consent of the Buyer. The disclosure of confidential information to employees and officers is permitted only to the extent it Purchaser is required for not legally prohibited in its reasonable judgment from delivering such materials to Seller). This Section 17.9 shall survive the implementation of the Supplier's contractual obligations towards the Buyer. The Supplier shall impose the commitments it has made to maintain confidentiality on all persons Closing or companies to whom confidential information or services from the contract are entrusted. c) The foregoing shall not apply to information (i) that was known to the Supplier before it received them from the Buyer, (ii) that was developed by the Supplier independently without recourse to or use of the information of the Buyer (iii) that the has lawfully obtained from a third party, who to the knowledge of the Contractor did not have a confidentiality obligation towards the Buyer, and that the third party in turn did not obtain this information by a violation of protection provisions in favor of the Buyer (iv) that became known to the Supplier without any breach of these provisions or any other existing provisions on the protection of the operating and business secrets of the Buyer or were public knowledge, or (v) that must be disclosed by the Supplier due to the instructions of legal authorities, governmental/state agencies, or courts. In this case, the Supplier must inform the Buyer prior to the disclosure and must limit the scope of such disclosure as much as possible. d) The aforementioned obligations also apply to the period after the termination of the this Agreement. e) Documents provided by the Buyer shall remain the property of the Buyer and must be returned by the Supplier to the Buyer without request at the end of the Agreement. Bookkeeping documents are not affected by this provision. f) Any documentation or data relevant to activities performed, including without limitation any GMP documentation, must be attributable, original, accurate, legible, complete, controlled, retrievable, and safe from intentional or unintentional manipulation or loss. These items are required throughout the retention period of such data / documentation. g) The Supplier shall advertise its business relationship with the Buyer only upon prior written consent of the Buyer.

Confidentiality; Return of Documents. a) The Supplier undertakes Buyer and Seller agree not to maintain confidentiality regarding all facts and circumstances regarding the Buyer of which it becomes aware in connection with the provision of goods/services, particularly in terms of all business and trade secrets, to keep the information and documents received secret, and to only make use of such information in the context of the business relationship with the Buyer. Furthermore, this confidentiality clause applies to all results in connection with the performance of the contract, even if they are not reported to the Buyer, as well as the prepared financial statements and project reports. b) The confidential information mentioned in clause 13 (a) herein can only disclose the existence of or specific terms of this Agreement except to their respective attorneys, accountants, investment advisors, investors, lenders and others as are reasonably required to evaluate and consummate that transaction, or as such parties may be disclosed otherwise required by law to third parties upon disclose such information, or (b) issue any press release or public disclosure before Closing without the prior written consent of the Buyer. The disclosure of confidential information to employees and officers is permitted only to the extent it is required for the implementation of the Supplier's contractual obligations towards the Buyer. The Supplier shall impose the commitments it has made to maintain confidentiality on all persons or companies to whom confidential information or services from the contract are entrusted. c) The foregoing other Party, which shall not apply be unreasonably withheld; provided, however, Seller shall be permitted to disclose any information (i) that was known required under any SEC regulations applicable to the Supplier before it received them from the BuyerSeller (or its affiliates), or (ii) in accordance with the typical practice of Seller or a publicly-traded company in connection with disclosures to the public. Furthermore, Buyer agrees that was developed by it shall treat all due diligence materials and reports as confidential materials and shall not disclose any portion thereof except: (i) to the Supplier independently without recourse to or use extent necessary in connection with its evaluation of the information of Property; (ii) to the Buyer extent required by law; (iii) that to Buyer's mortgage lender(s), if any, involved in the has lawfully obtained from a third party, who to the knowledge of the Contractor did not have a confidentiality obligation towards the Buyer, and that the third party in turn did not obtain transaction contemplated by this information by a violation of protection provisions in favor of the Buyer Agreement; (iv) that became known to with the Supplier without any breach express written consent of these provisions or any other existing provisions on the protection of the operating and business secrets of the Buyer or were public knowledge, or Seller; (v) that must be disclosed to a Buyer's Affiliate; or (vi) to Buyer's attorneys, accountants, investment advisors, lenders and others as are reasonably required to evaluate and consummate the transactions contemplated herein, provided Buyer shall cause each of the foregoing to abide by the Supplier due terms of this Section 27. In the event that this Agreement is terminated or cancelled without Buyer acquiring the Property pursuant to the instructions terms hereof, Buyer shall, within ten (10) business days following Seller's written request, deliver to Seller (and destroy any electronic copies of) all information furnished to Buyer by or on behalf of legal authorities, governmental/state agencies, or courts. In this case, the Supplier must inform the Buyer prior Seller with respect to the disclosure and must limit Property. The provisions of this Section 27 shall survive the scope of such disclosure as much as possible. d) The aforementioned obligations also apply to the period after the Closing or any termination of the this Agreement. e) Documents provided by the Buyer shall remain the property of the Buyer and must be returned by the Supplier to the Buyer without request at the end of the Agreement. Bookkeeping documents are not affected by this provision. f) Any documentation or data relevant to activities performed, including without limitation any GMP documentation, must be attributable, original, accurate, legible, complete, controlled, retrievable, and safe from intentional or unintentional manipulation or loss. These items are required throughout the retention period of such data / documentation. g) The Supplier shall advertise its business relationship with the Buyer only upon prior written consent of the Buyer.