Common use of Covenants Concerning Confidentiality Clause in Contracts

Covenants Concerning Confidentiality. The parties hereto acknowledge that in order to facilitate the completion of the transactions contemplated herein that each will be afforded access to and be entrusted with Confidential Information that is not a matter of public record and has not been disclosed to any person who does not owe a duty of non-disclosure to the other pursuant to a written or oral agreement, at common law or under the terms of applicable legislation. The parties hereto acknowledges that the Confidential Information is proprietary and confidential and disclosure thereof to competitors of the other or to the general public would be detrimental to the best interests of the other and could cause irreparable harm to the business of the such party. The parties therefore agrees that they will not, except for the benefit of and with the written consent of the other, their successors or assigns, prior to the completion of the transactions contemplated herein or at any time, if the transactions contemplated herein are not completed for any reason whatsoever: (a) disclose or divulge any Confidential Information to any person, unless that person is also bound by a duty of confidentiality; or (b) use, directly or indirectly, any Confidential Information for any purpose other than to complete its due diligence in connection with the transactions contemplated herein, or disclose or use for any purpose other than that set out above, knowledge of the private affairs of the others business and in particular shall not solicit or attempt to solicit any client, customer, supplier or employee of the other away from the other; unless such party can establish beyond any reasonable doubt that the Confidential Information: (c) was previously known to the disclosing party, as evidenced by written records, which the Buyer can prove predate this Agreement or any letters of understanding leading to this agreement; or (d) hereafter, and prior to disclosure or use as set out above, becomes generally known to the public through no act or omission of the disclosing party.

Covenants Concerning Confidentiality. The parties hereto acknowledge that in order to facilitate the completion of the transactions contemplated herein that each will be afforded access to and be entrusted with Confidential Information that is not a matter of public record and has not been disclosed to any person who does not owe a duty of non-disclosure to the other pursuant to a written or oral agreement, at common law or under the terms of applicable legislation. The parties hereto acknowledges that the Confidential Information is proprietary and confidential and disclosure thereof to competitors of the other or to the general public would be detrimental to the best interests of the other and could cause irreparable harm to the business of the such party. The parties therefore agrees agree that they will not, except for the benefit of and with the written consent of the other, their successors or assigns, or except as required by law, prior to the completion of the transactions contemplated herein or at any time, if the transactions contemplated herein are not completed for any reason whatsoever: (a) disclose or divulge any Confidential Information to any person, unless that person is also bound by a duty of confidentiality; or (b) use, directly or indirectly, any Confidential Information for any purpose other than to complete its due diligence in connection with the transactions contemplated herein, or disclose or use for any purpose other than that set out above, knowledge of the private affairs of the others business and in particular shall not solicit or attempt to solicit any client, customer, supplier or employee of the other away from the other; unless such party can establish beyond any reasonable doubt that the Confidential Information: (c) was previously known to the disclosing party, as evidenced by written records, which the Buyer disclosing party can prove predate this Agreement or any letters of understanding leading to this agreement; or (d) hereafter, and prior to disclosure or use as set out above, becomes generally known to the public through no act or omission of the disclosing party.

Covenants Concerning Confidentiality. (a) The parties hereto Buyer acknowledges that in order to facilitate the completion of the purchase of the Assets, it will be afforded access to and be entrusted with information (in this subsection the "Confidential Information") concerning the Seller and the Business that is not a matter of public record and has not been disclosed to any person who does not owe a duty of nondisclosure to the Seller pursuant to a written or oral agreement, at common law or under the terms of applicable legislation. The Buyer also acknowledges that the Confidential Information is proprietary and confidential and disclosure thereof to competitors of the Seller and/or the Business or to the general public would be detrimental to the best interests of the Seller and could cause a great deal of damage to the Business. The Buyer therefore agrees that it will not, except for the benefit of and with the written consent of the Seller, its successors or assigns, prior to the completion of its purchase of the Assets or at any time, if the purchase of the Assets pursuant to this Agreement is not completed for any reason whatsoever,: (i) disclose or divulge any Confidential Information to any person, unless that person is also bound by a duty of confidentiality with respect thereto; or (ii) use, directly or indirectly, any Confidential Information for any purpose other than to complete its due diligence in connection with the purchase of the Assets, or disclose or use for any purpose other than that set out above, knowledge of the private affairs of the Seller or the Business, unless the Buyer can establish beyond any reasonable doubt that the Confidential Information: (iii) was previously known to the Buyer, as evidenced by written records, which the Buyer can prove predate this Agreement; or (iv) hereafter, and prior to disclosure or use as set out above, becomes generally known to the public through no act or omission of the Buyer. (b) The Seller and the Covenantor each acknowledge that in order to facilitate the completion of the transactions contemplated herein that each will purchase of the Assets, they may be afforded access to and be entrusted with information (in this section the "Confidential Information Information") concerning the Buyer that is not a matter of public record and has not been disclosed to any person who does not owe a duty of non-disclosure to the other Buyer pursuant to a written or oral agreement, at common law or under the terms of applicable legislation. The parties hereto acknowledges Seller and the Covenantor also acknowledge that the Confidential Information is proprietary and confidential and disclosure thereof to competitors of the other Buyer or to the general public would be detrimental to the best interests of the other Buyer and could cause irreparable harm a great deal of damage to the business of the such partyBuyer. The parties Seller and the Covenantor therefore agrees each agree that they it will not, except for the benefit of and with the written consent of the otherBuyer, their its successors or assigns, prior to the completion of the transactions contemplated herein or at any time, if the transactions contemplated herein are not completed for any reason whatsoever: (ai) disclose or divulge any Confidential Information to any person, unless that person is also bound by a duty of confidentiality; or or (bii) use, directly or indirectly, any Confidential Information for any purpose other than to complete its their due diligence in connection with the transactions contemplated hereinsale of the Assets and the performance of this Agreement, or disclose or use for any purpose other than that set out above, knowledge of the private affairs of the others business and in particular shall not solicit Buyer, unless the Seller or attempt to solicit any clientthe Covenantor, customeras the case may be, supplier or employee of the other away from the other; unless such party can establish beyond any reasonable doubt that the Confidential Information: : (ciii) was previously known to the disclosing partySeller or the Covenantor, as the case may be, as evidenced by written records, which the Buyer Seller or the Covenantor, as the case may be, can prove predate this Agreement Agreement; or any letters of understanding leading to this agreement; or (div) hereafter, and prior to disclosure or use as set out above, becomes generally known to the public through no act or omission of the disclosing partySeller or the Covenantor, as the case may be. (c) The Buyer, the Seller and the Covenantor each agree that no public or internal announcement of the transactions provided for in this Agreement will be made without the prior approval of the Buyer and the Seller, provided that each of the Buyer and the Seller agrees not to unreasonably withhold or delay its approval of or to any announcements or filings required to be made by the other by law, or to obtain or transfer any licences or consents required by the Buyer or the Seller in order to complete the transactions provided for in this Agreement.