Common use of General Confidentiality Clause in Contracts

General Confidentiality. FTK, Purchaser and the FTK Insiders acknowledge that the Intellectual Property and all other confidential or proprietary information with respect to the business and operations of RONCO are valuable, special and unique assets of RONCO. FTK, Purchaser and the FTK Insiders shall not, at any time either before or after the Closing Date, disclose, directly or indirectly, to any Person, or use or purport to authorize any Person to use any confidential or proprietary information with respect to RONCO, whether or not for FTK, Purchaser or the FTK Insiders' own benefit, without the prior written consent of RONCO or unless required by law, including without limitation, (i) any of RONCO's trade secrets, designs, formulae, drawings, Intellectual Property, diagrams, techniques, research and development, specifications, data, know-how, formats, marketing plans, business plans, budgets, strategies, forecasts or client data; (ii) information relating to the products developed by RONCO, (iii) the names of RONCO's customers and contacts, (iv) RONCO's marketing strategies, (v) the names of RONCO's vendors and suppliers, (vi) the cost of materials and labor, and the prices obtained for products or services sold (including the methods used in price determination, manufacturing and sales costs), (vii) the lists or other written records used in RONCO's business, including compensation paid to employees and consultants and other terms of employment, production operation techniques or any other confidential information of, about or pertaining to the business of RONCO, and, (viii) all tangible material that embodies any such confidential and proprietary information as well as all records, files, memoranda, reports, price lists, drawings, plans, sketches and other written and graphic records, documents, equipment, and the like, relating to the business of RONCO, and (ix) any other confidential information or trade secrets relating to the business or affairs of RONCO which FTK, Purchaser or the FTK Insiders may acquire or develop in connection with or as a result of their performance of the terms and conditions of this Agreement, excepting only such information as is already known to the public or which may become known to the public without any fault of FTK, Purchaser or the FTK Insiders or in violation of any confidentiality restrictions; provided, however, that the restrictions of this Section 8.1 shall not be applicable to FTK, Purchaser or the FTK Insiders in connection with such Parties' enforcement of its rights under this Agreement. FTK, Purchaser and the FTK Insiders acknowledge that RONCO would not enter into this Agreement without the assurance that all such confidential and proprietary information will be used for the exclusive benefit of RONCO.

General Confidentiality. FTKYTI, and Purchaser and the FTK Insiders acknowledge that the Intellectual Property and all other confidential or proprietary information with respect to the business and operations of RONCO STN are valuable, special and unique assets of RONCOSTN. FTKYTI, and Purchaser and the FTK Insiders shall not, at any time either before or after the Closing Date, disclose, directly or indirectly, to any Person, or use or purport to authorize any Person to use any confidential or proprietary information with respect to RONCOSTN, whether or not for FTKYTI, and Purchaser or the FTK Insiders' own benefit, without the prior written consent of RONCO STN or unless required by law, including without limitation, (i) any of RONCOSTN's trade secrets, designs, formulae, drawings, Intellectual Property, diagrams, techniques, research and development, specifications, data, know-how, formats, marketing plans, business plans, budgets, strategies, forecasts or client data; (ii) information relating to the products developed by RONCOSTN, (iii) the names of RONCOSTN's customers and contacts, (iv) RONCOSTN's marketing strategies, (v) the names of RONCOSTN's vendors and suppliers, (vi) the cost of materials and labor, and the prices obtained for products or services sold (including the methods used in price determination, manufacturing and sales costs), (vii) the lists or other written records used in RONCOSTN's business, including compensation paid to employees and consultants and other terms of employment, production operation techniques or any other confidential information of, about or pertaining to the business of RONCOSTN, and, (viii) all tangible material that embodies any such confidential and proprietary information as well as all records, files, memoranda, reports, price lists, drawings, plans, sketches and other written and graphic records, documents, equipment, and the like, relating to the business of RONCOSTN, and (ix) any other confidential information or trade secrets relating to the business or affairs of RONCO STN which FTK, YTI and Purchaser or the FTK Insiders may acquire or develop in connection with or as a result of their performance of the terms and conditions of this Agreement, excepting only such information as is already known to the public or which may become known to the public without any fault of FTK, YTI and Purchaser or the FTK Insiders or in violation of any confidentiality restrictions; provided, however, that the restrictions of this Section 8.1 7.1 shall not be applicable to FTK, YTI and Purchaser or the FTK Insiders in connection with such Parties' enforcement of its rights under this Agreement. FTK, YTI and Purchaser and the FTK Insiders acknowledge that RONCO STN would not enter into this Agreement without the assurance that all such confidential and proprietary information will be used for the exclusive benefit of RONCOSTN.

General Confidentiality. FTK, Purchaser The AMI Insiders and the FTK Insiders AMI acknowledge that the Intellectual Property and all other confidential or proprietary information with respect to the business and operations of RONCO WARP are valuable, special and unique assets of RONCOWARP. FTKThe AMI Insiders, Purchaser severally and the FTK Insiders not jointly, and AMI shall not, at any time either before or after the Closing Date, disclose, directly or indirectly, to any Person, or use or purport to authorize any Person to use any confidential or proprietary information with respect to RONCOWARP, whether or not for FTK, Purchaser an AMI Insider's or the FTK Insiders' AMI's own benefit, without the prior written consent of RONCO WARP or unless required by law, including without limitation, (i) any of RONCO's trade secrets, designs, formulae, drawings, Intellectual Property, diagrams, techniques, research and development, specifications, data, know-how, formats, marketing plans, business plans, budgets, strategies, forecasts or and client data; (ii) information relating to the products developed by RONCOWARP, (iii) the names of RONCOWARP's customers and contacts, (iv) RONCOWARP's marketing strategies, (v) the names of RONCO's their vendors and suppliers, (vi) the cost of materials and labor, and the prices obtained for products or services sold (including the methods used in price determination, manufacturing and sales costs), (vii) the lists or other written records used in RONCOWARP's business, including compensation paid to employees and consultants and other terms of employment, production operation techniques or any other confidential information of, about or pertaining to the business of RONCOWARP, andand any other information and material relating to any customer, vendor, licensor, licensee, or other party transacting business with WARP, (viiiiv) all tangible material that embodies any such confidential and proprietary information as well as all records, files, memoranda, reports, price lists, drawings, plans, sketches and other written and graphic records, documents, equipment, and the like, relating to the business of RONCOWARP, and (ixvi) any other confidential information or trade secrets relating to the business or affairs of RONCO WARP which FTK, Purchaser the AMI Insiders or the FTK Insiders AMI may acquire or develop in connection with or as a result of their the performance of his or its performance of the terms and conditions of this Agreement, excepting only such information as is already known to the public or which may become known to the public without any fault of FTK, Purchaser the AMI Insiders or the FTK Insiders AMI or in violation of any confidentiality restrictions; provided, however, that the restrictions of this Section 8.1 7.1 shall not be applicable to FTK, Purchaser any AMI Insider or the FTK Insiders AMI in connection with such Parties' enforcement of its rights under this Agreement. FTK, Purchaser The AMI Insiders and the FTK Insiders AMI acknowledge that RONCO WARP would not enter into this Agreement without the assurance that all such confidential and proprietary information will be used for the exclusive benefit of RONCOWARP.

General Confidentiality. FTK, Purchaser and the FTK Insiders The parties hereto acknowledge that the Intellectual Property and all other confidential or proprietary information with respect to the business and operations of RONCO the other party (the "Protected Party") are valuable, special and unique assets of RONCOassets. FTK, Purchaser and The party receiving such confidential information (the FTK Insiders "Receiving Party") shall not, at any time either before or after the Closing Date, disclose, directly or indirectly, to any Person, or use or purport to authorize any Person to use any confidential or proprietary information with respect to RONCOthe Protected Party, whether or not for FTK, Purchaser or the FTK Insiders' their own benefit, without the prior written consent of RONCO that party, or unless required by law, including without limitation, (i) any of RONCO's trade secrets, designs, formulae, drawings, Intellectual Property, diagrams, techniques, research and development, specifications, data, know-how, formats, marketing plans, business plans, budgets, strategies, forecasts or and client data; (ii) information relating to the products developed by RONCOproduct development, (iii) the names of RONCO's customers and contacts, (iv) RONCO's marketing strategies, (v) the names of RONCO's vendors and suppliers, (vi) the cost of materials and laborlabour, and the prices obtained for products or services sold (including the methods used in price determination, manufacturing and sales costs), (vii) the lists or other written records used in RONCO's business, including compensation paid to employees and consultants and other terms of employment, production operation techniques or any other confidential information of, about or pertaining to the business of RONCOthe Protected Party, andand any other information and material relating to any customer, vendor, licensor, licensee, or other Person transacting business with the Protected Party, (viiiiv) all tangible material that embodies any such confidential and proprietary information as well as all records, files, memoranda, reports, price lists, drawings, plans, sketches and other written and graphic records, documents, equipment, and the like, relating to the business of RONCOthe Protected Party, and (ixvi) any other confidential information or trade secrets relating to the business or affairs of RONCO the Protected Party which FTK, Purchaser or the FTK Insiders Receiving Party may acquire or develop in connection with or as a result of their the performance of his or its performance of the terms and conditions of this Agreement, excepting only such information as is already known to the public or which may become known to the public without any fault of FTK, Purchaser or the FTK Insiders Receiving Party or in violation of any confidentiality restrictions; provided, however, that the restrictions of this Section 8.1 7.2 shall not be applicable to FTK, Purchaser or the FTK Insiders any Receiving Party in connection with such Parties' enforcement of its rights under this Agreement. FTK, Purchaser and the FTK Insiders acknowledge that RONCO would not enter into this Agreement without the assurance that all such confidential and proprietary information will be used for the exclusive benefit of RONCO.

General Confidentiality. FTK(a) For purposes of this Section 7.7(a), Purchaser all references to AHI shall be deemed to include all of AHI's Affiliates and Subsidiaries, including the Purchaser, each of the Companies and the FTK Insiders acknowledge Company Subsidiaries. The Seller acknowledges that the Intellectual Property intangible property and all other confidential or proprietary information with respect to the business and operations of RONCO AHI are valuable, special and unique assets of RONCOAHI. FTK, Purchaser and the FTK Insiders The Seller shall not, at any time either before or after the Closing Date, disclose, directly or indirectly, to any Person, or use or purport to authorize any Person to use any confidential or proprietary information with respect to RONCOAHI, whether or not for FTK, Purchaser or the FTK Insiders' Seller's own benefit, without the prior written consent of RONCO AHI or unless required by law, including without limitation, (i) any of RONCO's trade secrets, designs, formulae, drawings, Intellectual Propertyintangible property, diagrams, techniques, research and development, specifications, data, know-how, formats, marketing plans, business plans, budgets, strategies, forecasts or and client data; (ii) information relating to the products developed by RONCOAHI, (iii) the names of RONCOAHI's customers and contacts, (iv) RONCOAHI's marketing strategies, (v) the names of RONCOAHI's vendors and suppliers, (vi) the cost of materials and labor, and the prices obtained for products goods or services sold (including the methods used in price determination, manufacturing and sales costs), (vii) the lists or other written records used in RONCOAHI's business, including compensation paid to employees and consultants and other terms of employment, production operation techniques or any other confidential or proprietary information of, about or pertaining to the business of RONCOAHI, andand any other confidential or proprietary information and material relating to any customer, vendor, licensor, licensee, or other party transacting business with AHI, (viiiiv) all tangible material that embodies any such confidential and proprietary information as well as all records, files, memoranda, reports, price lists, drawings, plans, sketches and other written and graphic records, documents, equipment, and the like, relating to the business of RONCOAHI, and (ixvi) any other confidential information or trade secrets relating to the business or affairs of RONCO AHI which FTK, Purchaser or the FTK Insiders Seller may acquire or develop in connection with or as a result of their the performance of his or its performance of the terms and conditions of this Agreement, excepting only such information as is already known to the public or which may become known to the public without any fault of FTK, Purchaser or the FTK Insiders Seller or in violation of any confidentiality restrictions; provided, however, . The Seller acknowledges that the restrictions of this Section 8.1 shall not be applicable to FTK, Purchaser or the FTK Insiders in connection with such Parties' enforcement of its rights under this Agreement. FTK, Purchaser AHI and the FTK Insiders acknowledge that RONCO Purchaser would not enter into this Agreement without the assurance that all such confidential and proprietary information will be used for the exclusive benefit of RONCOAHI. (b) For purposes of this Section 7.7(b), all references to the Seller shall be deemed to include all of the Seller's Subsidiaries other than the Companies and the Company Subsidiaries. AHI and the Purchaser acknowledge that the intangible property and all other confidential or proprietary information with respect to the business and operations of the Seller are valuable, special and unique assets of the Seller. AHI and the Purchaser shall not, at any time after the Closing Date, disclose, directly or indirectly, to any Person, or use or purport to authorize any Person to use any confidential or proprietary information with respect to the Seller, whether or not for their own benefit, without the prior written consent of the Seller or unless required by law, including without limitation, (i) trade secrets, designs, formulae, drawings, intangible property, diagrams, techniques, research and development, specifications, data, know-how, formats, marketing plans, business plans, budgets, strategies, forecasts and client data; (ii) information relating to the products developed by the Seller, (iii) the names of the Seller's customers and contacts, the Seller's marketing strategies, the names of Seller's vendors and suppliers, the cost of materials and labor, the prices obtained for services sold (including the methods used in price determination, manufacturing and sales costs), lists or other written records used in the Seller's business, compensation paid to employees and consultants and other terms of employment, production operation techniques or any other confidential or proprietary information of, about or pertaining to the business of the Seller, and any other confidential or proprietary information and material relating to any customer, vendor, licensor, licensee, or other party transacting business with the Seller, (iv) all tangible material that embodies any confidential and proprietary information as well as all records, files, memoranda, reports, price lists, drawings, plans, sketches and other written and graphic records, documents, equipment, and the like, relating to the business of the Seller, and (vi) any other confidential information or trade secrets relating to the business or affairs of the Seller which AHI or the Purchaser may acquire or develop in connection with or as a result of the performance of his or its performance of the terms and conditions of this Agreement, excepting only such information as is already known to the public or which may become known to the public without any fault of AHI or the Purchaser or in violation of any confidentiality restrictions. AHI and the Purchaser acknowledge that the Seller would not enter into this Agreement without the assurance that all such confidential and proprietary information will be used for the exclusive benefit of the Seller.

General Confidentiality. FTKCMCI, and Purchaser and the FTK Insiders acknowledge that the Intellectual Property and all other confidential or proprietary information with respect to the business and operations of RONCO SUPERIOR are valuable, special and unique assets of RONCOSUPERIOR. FTKCMCI, and Purchaser and the FTK Insiders shall not, at any time either before or after the Closing Date, disclose, directly or indirectly, to any Person, or use or purport to authorize any Person to use any confidential or proprietary information with respect to RONCOSUPERIOR, whether or not for FTKCMCI, and Purchaser or the FTK Insiders' own benefit, without the prior written consent of RONCO SUPERIOR or unless required by law, including without limitation, (i) any of RONCOSUPERIOR's trade secrets, designs, formulae, drawings, Intellectual Property, diagrams, techniques, research and development, specifications, data, know-how, formats, marketing plans, business plans, budgets, strategies, forecasts or client data; (ii) information relating to the products developed by RONCOSUPERIOR, (iii) the names of RONCOSUPERIOR's customers and contacts, (iv) RONCOSUPERIOR's marketing strategies, (v) the names of RONCOSUPERIOR's vendors and suppliers, (vi) the cost of materials and labor, and the prices obtained for products or services sold (including the methods used in price determination, manufacturing and sales costs), (vii) the lists or other written records used in RONCOSUPERIOR's business, including compensation paid to employees and consultants and other terms of employment, production operation techniques or any other confidential information of, about or pertaining to the business of RONCOSUPERIOR, and, (viii) all tangible material that embodies any such confidential and proprietary information as well as all records, files, memoranda, reports, price lists, drawings, plans, sketches and other written and graphic records, documents, equipment, and the like, relating to the business of RONCOSUPERIOR, and (ix) any other confidential information or trade secrets relating to the business or affairs of RONCO SUPERIOR which FTK, CMCI and Purchaser or the FTK Insiders may acquire or develop in connection with or as a result of their performance of the terms and conditions of this Agreement, excepting only such information as is already known to the public or which may become known to the public without any fault of FTK, CMCI and Purchaser or the FTK Insiders or in violation of any confidentiality restrictions; provided, however, that the restrictions of this Section 8.1 7.1 shall not be applicable to FTK, CMCI and Purchaser or the FTK Insiders in connection with such Parties' enforcement of its rights under this Agreement. FTK, CMCI and Purchaser and the FTK Insiders acknowledge that RONCO SUPERIOR would not enter into this Agreement without the assurance that all such confidential and proprietary information will be used for the exclusive benefit of RONCOSUPERIOR.

General Confidentiality. FTKBYMT, and Purchaser and the FTK Insiders acknowledge that the Intellectual Property and all other confidential or proprietary information with respect to the business and operations of RONCO JIG are valuable, special and unique assets of RONCOJIG. FTKBYMT, and Purchaser and the FTK Insiders or any agent of either shall not, at any time either before or after the Closing Date, disclose, directly or indirectly, to any Person, or use or purport to authorize any Person to use any confidential or proprietary information with respect to RONCOJIG, whether or not for FTKBYMT, and Purchaser or the FTK Insiders' own benefit, without the prior written consent of RONCO JIG or unless required by law, including without limitation, (i) any of RONCOJIG's trade secrets, designs, formulae, drawings, Intellectual Property, diagrams, techniques, research and development, specifications, data, know-how, formats, marketing plans, business plans, budgets, strategies, forecasts or client data; (ii) information relating to the products developed by RONCOJIG, (iii) the names of RONCOJIG's customers and contacts, (iv) RONCOJIG's marketing strategies, (v) the names of RONCOJIG's vendors and suppliers, (vi) the cost of materials and labor, and the prices obtained for products or services sold (including the methods used in price determination, manufacturing and sales costs), (vii) the lists or other written records used in RONCOJIG's business, including compensation paid to employees and consultants and other terms of employment, production operation techniques or any other confidential information of, about or pertaining to the business of RONCOJIG, and, (viii) all tangible material that embodies any such confidential and proprietary information as well as all records, files, memoranda, reports, price lists, drawings, plans, sketches and other written and graphic records, documents, equipment, and the like, relating to the business of RONCOJIG, and (ix) any other confidential information or trade secrets relating to the business or affairs of RONCO JIG which FTK, BYMT and Purchaser or the FTK Insiders may acquire or develop in connection with or as a result of their performance of the terms and conditions of this Agreement, excepting only such information as is already known to the public or which may become known to the public without any fault of FTK, BYMT and Purchaser or the FTK Insiders or in violation of any confidentiality restrictions; provided, however, that the restrictions of this Section 8.1 7.1 shall not be applicable to FTK, BYMT and Purchaser or the FTK Insiders in connection with such Parties' enforcement of its rights under this Agreement. FTK, BYMT and Purchaser and the FTK Insiders acknowledge that RONCO JIG would not enter into this Agreement without the assurance that all such confidential and proprietary information will be used for the exclusive benefit of RONCOJIG.

General Confidentiality. FTK, Purchaser and the FTK Insiders acknowledge LUSA acknowledges that the Intellectual Property and all other confidential or proprietary information with respect to the business and operations of RONCO Neuro are valuable, special and unique assets of RONCONeuro. FTK, Purchaser and the FTK Insiders LUSA shall not, at any time either before or after the Closing Date, disclose, directly or indirectly, to any Person, or use or purport to authorize any Person to use any confidential or proprietary information with respect to RONCONeuro, whether or not for FTK, Purchaser or the FTK Insiders' LUSA's own benefit, without the prior written consent of RONCO Neuro or unless required by law, including without limitation, (i) any of RONCONeuro's trade secrets, designs, formulae, drawings, Intellectual Property, diagrams, techniques, research and development, specifications, data, know-how, formats, marketing plans, business plans, budgets, strategies, forecasts or client data; (ii) information relating to the products developed by RONCONeuro, (iii) the names of RONCONeuro's customers and contacts, (iv) RONCONeuro's marketing strategies, (v) the names of RONCONeuro's vendors and suppliers, (vi) the cost of materials and labor, and the prices obtained for products or services sold (including the methods used in price determination, manufacturing and sales costs), (vii) the lists or other written records used in RONCONeuro's business, including compensation paid to employees and consultants and other terms of employment, production operation techniques or any other confidential information of, about or pertaining to the business of RONCONeuro, and, (viii) all tangible material that embodies any such confidential and proprietary information as well as all records, files, memoranda, reports, price lists, drawings, plans, sketches and other written and graphic records, documents, equipment, and the like, relating to the business of RONCONeuro, and (ix) any other confidential information or trade secrets relating to the business or affairs of RONCO Neuro which FTK, Purchaser or the FTK Insiders LUSA may acquire or develop in connection with or as a result of their performance of the terms and conditions of this Agreement, excepting only such information as is already known to the public or which may become known to the public without any fault of FTKLUSA, Purchaser or the FTK Insiders or in violation of any confidentiality restrictions; provided, however, that the restrictions of this Section 8.1 7.1 shall not be applicable to FTK, Purchaser or the FTK Insiders LUSA in connection with such Parties' enforcement of its rights under this Agreement. FTK, Purchaser and the FTK Insiders acknowledge LUSA acknowledges that RONCO Neuro would not enter into this Agreement without the assurance that all such confidential and proprietary information will be used for the exclusive benefit of RONCONeuro.