Exclusivity and Confidentiality Sample Clauses

Exclusivity and Confidentiality. Both parties acknowledge that this relationship is non-exclusive and agree that any and all information emanating from the other's business in any form, and any methods, strategies, technology, alliances and contacts is "Confidential and Proprietary Information", the disclosure of which would be harmful to the business interests of each party. Both parties agree that they will not, during or after the term of this Agreement, permit the duplication or disclosure of any such Confidential and Proprietary Information to any person (other than an employee, agent or representative of the other party who must have such information for the performance of its obligations hereunder) nor shall one party make use of the other's "Confidential and Proprietary Information" for their own purposes or for the benefit of any person, firm, corporation or other entity than the party owning such information. "Confidential and Proprietary Information" shall not include information, which at the time of disclosure, is in the public domain.

Exclusivity and Confidentiality. (a) During the term of this Agreement, Annie’s grants a limited license to DC to manufacture the Products based on the Formulas and agrees that it shall purchase or cause the purchase of the Products exclusively from DC. Confidential Information Redacted Confidential Treatment Requested (b) DC acknowledges and agrees that the Formulas are the property of Annie’s, that DC shall sell the Products to Annie’s or a Designee exclusively, and that the Products may not be sold to any other party without the prior written consent of Annie’s. For the avoidance of doubt, Annie’s acknowledges and agrees that DC shall not be prohibited from selling products similar to the Products so long as such products are not produced in accordance with the Formulas. (c) DC represents to the best of its knowledge neither the Formulas nor any products produced in accordance with the Formulas have been disclosed, made available, provided or sold to any other party at any time. (d) DC represents to the best of its knowledge DC employees who had access to, or knowledge of, the Formulas have signed a confidentiality agreement requiring that Formulas and processes of DC are to be confidential. (e) DC represents and warrants that each DC employee, consultant, contractor and agent that manufactures the Products or works with the Formulas has signed, or will sign upon the Effective Date of this Agreement, a confidentiality agreement providing that processes, Formulas and composition of DC products (including the Formulas) are trade secrets and are confidential. (f) DC covenants and agrees to protect the Formulas by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Formulas, including by its employees, contractors, consultants and agents, as DC uses to protect its own confidential or proprietary information of a like nature. DC further covenants and agrees to limit the use of and access to the Formulas to its employees, contractors, consultants and agents (1) who need to know such Formulas to perform DC’s obligations under this Agreement, (b) who have been informed of the confidential nature of the Formulas, and (c) who shall be similarly bound in writing to protect the confidentiality of the Formulas. (g) Notwithstanding anything to the contrary, each of Section 5(b), 5(c) 5(d) and 5(e) shall survive the termination of this Agreement.

Exclusivity and Confidentiality. Each Major SPAC Shareholder shall be bound by and comply with Sections 8.05(a) (Exclusivity; SPAC Board Recommendation) and 8.07(b) (Confidentiality; Publicity) of the Merger Agreement (and any relevant definitions contained in any such sections) as if (a) such Major SPAC Shareholder was an original signatory to the Merger Agreement with respect to such provisions, and (b) each reference to the “Company” contained in Section 8.05(a) of the Merger Agreement (other than Section 8.05(a)(i) or for purposes of the definition of Alternative Transaction Proposal) and “Affiliates” contained in Section 8.07(b) of the Merger Agreement also referred to such Major SPAC Shareholder.

Exclusivity and Confidentiality. All negotiations, terms of agreement, agreements or any other information, directly or indirectly related to the transaction set forth herein, shall be kept confidential by the parties hereto and not shared with any third party without the prior written consent of the other party. Notwithstanding the foregoing, Purchaser and Seller shall have the right to discuss the structure of this transaction (and seek approvals as necessary) with all governmental entities or agencies as a part of any post-Closing efforts as set forth herein. No portion of this Agreement shall be disclosed without prior notice and approval, which shall not be unreasonably withheld, to the other Party.

Exclusivity and Confidentiality. Each Company Shareholder shall be bound by and comply with Sections 8.03(a) (Exclusivity) and 8.05(b) (Confidentiality; Publicity) of the Merger Agreement (and any relevant definitions contained in any such sections) as if (a) such Company Shareholder was an original signatory to the Merger Agreement with respect to such provisions, and (b) each reference to the “Company” contained in Section 8.03(a) of the Merger Agreement (other than Section 8.03(a)(i) or for purposes of the definition of Alternative Transaction Proposal) and “Affiliates” contained in Section 8.05(b) of the Merger Agreement also referred to such Company Shareholder.

Exclusivity and Confidentiality. Any dispute arising out of or relating to this Agreement or any document delivered at Closing, including, but not limited to, claims for indemnification pursuant to Section 5 shall be resolved in accordance with the procedures specified in this Section 10, which shall be the sole and exclusive procedures for the resolution of any such disputes. All negotiations pursuant to this Section are confidential and shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and State Rules of Evidence.

Exclusivity and Confidentiality. 5.1 The Medical Director expressly acknowledges and agrees that the intellectual property, know-how, policies, procedures, standards, materials, financial information, and other data provided to him by or on behalf of the County and/or Sun Parlor, or which he may acquire as a result of his role as Medical Director is confidential information and the Medical Director agrees not to, directly or indirectly, use or divulge such confidential information for any purpose other than as is necessary to fulfill his obligations under this Agreement. 5.2 The Medical Director acknowledges that the County and Sun Parlor are subject to privacy legislation, which requires that strict confidentiality be retained relating to any individual's personal information or personal health information. The Medical Director covenants that he is familiar with the privacy legislation presently applicable to the County and Sun Parlor, including, but not limited to, MFIPPA and PHIPA, and he will operate all services provided under this Agreement in accordance with the requirements of all applicable privacy legislation as an agent of the County and Sun Parlor. 5.3 This Section 5 shall survive any termination of this Agreement.

Exclusivity and Confidentiality. HM acknowledges that a breach of the obligations of exclusivity under Section 3 or confidentiality under Section 7 will result in irreparable and continuing damages to CTC for which there will be no adequate remedy at law. Accordingly, in the event of any such breach, CTC shall be entitled to injunctive relief and/or an order for specific performance, without bond, with respect to such breach. HM shall not oppose such relief on the grounds that there is an adequate remedy at law, and such right shall be cumulative and in addition to any other remedies at law or in equity (including monetary damages) which CTC may have upon the breach of the obligations of confidentiality hereunder.

Exclusivity and Confidentiality. Any dispute arising out of or relating to this Agreement or any document delivered at Closing, including, but not limited to, claims for indemnification pursuant to Section 5 shall be resolved in accordance with the procedures specified in this Section 10, which shall be the sole and exclusive procedures for the resolution of any such disputes; provided, that all disputes with respect to the Purchase Price adjustment of Section 1.3 hereof shall be resolved solely as set forth in Section 1.3. All negotiations pursuant to this section are confidential and shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and State Rules of Evidence.