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. Throughout the duration of this Agreement, Client agrees to work exclusively with AHG and its designs. AHG will not be restricted by this Agreement from offering its services to competitors of Client, or any other individuals or entities. The terms of this Agreement shall remain confidential by and between Client and AHG and may not be disclosed to other parties without the prior, written consent of both Client and AHG.
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. 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. (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. The services of Consultant hereunder shall not be exclusive, and Consultant and its agents may perform similar or different services for other persons or entities whether or not they are competitors of Company. Consultant shall be required to expend only such time as is necessary to service Company in a commercially reasonable manner. Company and Consultant acknowledge and agree that confidential and valuable information proprietary to either one party and obtained during its business relationship with either one party, shall not be, directly or indirectly, disclosed without the prior express written consent of the other party, unless and until such information is otherwise known to the public generally or is not otherwise secret and confidential. All such confidential information provided to either one party by the other shall be clearly and conspicuously marked with the word "Confidential." Consultant may disclose Company's confidential information pursuant to applicable laws or regulations, provided that Consultant may disclose only information required for services and performances hereunder. Furthermore Company acknowledges and agrees that the existence of this Agreement or the Agreement itself, including single paragraphs, terms, provisions, conditions and/or any other section of the Agreement, shall not be, directly or indirectly, in total or in parts, disclosed to any third party without the prior express written consent of Consultant.
Exclusivity and Confidentiality. (a) Nothing herein shall be deemed to require that Brokton provide its Services exclusively to the Companies; provided however, that Brokton shall be prohibited from direct competition against the Companies where Brokton may provide similar services to other persons, companies or entities who are engaged in a business in competition with the Companies during the Term of this Agreement
(b) During the Term and thereafter, in perpetuity, Brokton shall maintain all matters involving the Companies and the Services performed by Btrokton in the strictest of confidence, except insofar as shall be required in order for Brokton to perform the Services hereunder or as may be authorized in writing by the Companies, or as may come into the public domain through sources beyond the control of Brokton or the Companies, or as may be required by law.
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 ...
