Common use of General Confidentiality Clause in Contracts

General Confidentiality. For purposes of this Section 8.2, all references to Xxxxxx or the Purchaser shall be deemed to include all of the Affiliates, Subsidiaries, successors and assigns of Xxxxxx or the Purchaser, as the case may be, and all references to the Seller shall be deemed to include the Seller and its successors and assigns. The Seller and the Principal Shareholders acknowledge that the intangible property and all other confidential or proprietary information with respect to the business and operations of the Seller and the Purchased Assets are, after the Closing Date, valuable, special and unique assets of the Purchaser. The Seller and the Principal Shareholders 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 or the Purchased Assets, whether or not for their own benefit, without the prior written consent of Xxxxxx, 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 Xxxxxx, (iii) the names of the Seller’s customers and contacts, the Seller’s marketing strategies, the names of their 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 Business, 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, and any other 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 (v) any other confidential information or trade secrets relating to the business or affairs of Xxxxxx or the Purchaser which the Seller or the Principal Shareholders may acquire or develop in connection with or as a result of his or its performance of the terms and conditions of this Agreement. Notwithstanding anything to the contrary set forth in this Section 8.2, confidential and proprietary information shall not include (i) information that is known to the public or which may become known to the public without any fault of the Seller or any of the Principal Shareholders or in violation of any confidentiality restrictions imposed upon Seller or the Principal Shareholders, (ii) information that is required to be disclosed pursuant to subpoena or court order to the extent that such information is disclosed in compliance therewith, (iii) information that is required to be disclosed by Applicable Law or to any Governmental Authority to the extent that such information is disclosed in compliance therewith or (iv) information that is disclosed by the Principal Shareholders to their respective attorneys and accountants in connection with the enforcement of this Agreement to the extent that such attorneys and accountants are bound by the restrictions of the type set forth in this Section 8.2. The Seller and the Principal Shareholders acknowledge that Xxxxxx and the 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 Xxxxxx and the Purchaser.

General Confidentiality. For purposes of this Section 8.27.2, all references to Xxxxxx Xxxxxx, the Purchaser, or the Purchaser Company shall be deemed to include all of the Affiliates, Subsidiaries, successors and assigns of Xxxxxx Xxxxxx, the Purchaser, or the PurchaserCompany, as the case may be, and all references to the Seller Sellers shall be deemed to include the Seller and its their Affiliates, successors and assigns. The Seller and the Principal Shareholders Sellers acknowledge that the intangible property and all other confidential or proprietary information with respect to the business and operations of the Seller and the Purchased Assets Company are, after the Closing Date, valuable, special and unique assets of Xxxxxx and the Purchaser. The Seller and the Principal Shareholders Sellers 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 or the Purchased AssetsCompany, whether or not for their own benefit, without the prior written consent of XxxxxxXxxxxx and the Purchaser, 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 Xxxxxx, the Purchaser, or the Company, (iii) the names of Xxxxxx'x, the Seller’s Purchaser's, and the Company's customers and contacts, Xxxxxx'x, the Seller’s Purchaser's, and the Company's marketing strategies, the names of their 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 Businessbusiness of Xxxxxx, the Purchaser, or the Company, 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 Businessbusiness of Xxxxxx, the Purchaser, and the Company, and any other information and material relating to any customer, vendor, licensor, licensee, or other party transacting business with Xxxxxx, the SellerPurchaser, or the Company, (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 Xxxxxx, the SellerPurchaser, or the Company, and (v) any other confidential information or trade secrets relating to the business or affairs of Xxxxxx or the Purchaser which the Seller or the Principal Shareholders Sellers may acquire or develop in connection with or as a result of his or its their performance of the terms and conditions of this Agreement. Notwithstanding anything to the contrary set forth in this Section 8.27.2, confidential and proprietary information shall not include (i) information that is known to the public or which may become known to the public without any fault of the Seller or any of the Principal Shareholders Sellers or in violation of any confidentiality restrictions imposed upon Seller or the Principal ShareholdersSellers, (ii) information that is required to be disclosed pursuant to subpoena or court order to the extent that such information is disclosed in compliance therewith, (iii) information that is required to be disclosed by Applicable Law or to any Governmental Authority to the extent that such information is disclosed in compliance therewith or therewith, (iv) information that is disclosed by the Principal Shareholders Sellers to their respective attorneys and accountants in connection with the enforcement of this Agreement to the extent that such attorneys and accountants are bound by the restrictions of the type set forth in this Section 8.27.2, or (v) the Tri-Logic Software and the Intellectual Property owned by Xxxxx and Xxxxxxxxx related thereto. The Seller and the Principal Shareholders Sellers acknowledge that Xxxxxx and the 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 Xxxxxx and the Purchaser.

General Confidentiality. For purposes of this Section 8.2, all references to Xxxxxx or the Purchaser shall be deemed to include all Each of the Affiliates, Subsidiaries, successors and assigns of Xxxxxx or the Purchaser, as the case may be, and all references to the Seller shall be deemed to include the Seller and its successors and assigns. The Seller and the Principal Shareholders Sellers acknowledge that the intangible property and all other confidential or proprietary information with respect to the business and operations of AHI and its Affiliates (together with the Seller and Company, the Purchased Assets are, after the Closing Date, "AHI Companies") are valuable, special and unique assets of the PurchaserAHI Companies. The Seller and Each of the Principal Shareholders Sellers 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 of or with respect to the Seller or the Purchased AssetsAHI Companies, whether or not for such Seller's own benefit (except, with respect to Xxxxxxx Xxxxx, Xxxx Xxxxx Xxxxxx and Xxxxxx Xxxxx as may be permitted pursuant to their own benefitrespective Employment Agreement or the Consulting Agreement, as the case may be and except as may be required by legal process in connection with any dispute arising out of this Agreement or by Applicable Law, provided that AHI shall in such event be entitled to have a reasonable amount of time prior to such disclosure to seek protective orders), without the prior written consent of XxxxxxAHI 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 Xxxxxxdeveloped, (iii) the names of the Seller’s customers and contacts, the Seller’s marketing strategies, the names of their the 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 Businessbusiness of any of the AHI Companies, 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 Businessbusiness of any of the AHI Companies, and any other information and material relating to any customer, vendor, licensor, licensee, or other party transacting business with any of the SellerAHI Companies, (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 any of the SellerAHI Companies, and (vvi) any other confidential information or trade secrets relating to the business or affairs of Xxxxxx or any of the Purchaser AHI Companies which the Seller or the Principal Shareholders Sellers 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. Notwithstanding anything to the contrary set forth in this Section 8.2, confidential and proprietary excepting only such information shall not include (i) information that as is already known to the public or which may become known to the public without any fault of the Seller or any of the Principal Shareholders Sellers or in violation of any confidentiality restrictions imposed upon Seller or the Principal Shareholders, (ii) information that is required to be disclosed pursuant to subpoena or court order to the extent that such information is disclosed in compliance therewith, (iii) information that is required to be disclosed by Applicable Law or to any Governmental Authority to the extent that such information is disclosed in compliance therewith or (iv) information that is disclosed by the Principal Shareholders to their respective attorneys and accountants in connection with the enforcement of this Agreement to the extent that such attorneys and accountants are bound by the restrictions of the type set forth in this Section 8.2restrictions. The Seller and the Principal Shareholders Sellers acknowledge that Xxxxxx AHI and the 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 Xxxxxx the AHI Companies. Notwithstanding the foregoing, any party to this Agreement may disclose to any and all Persons, without limitation of any kind, the Purchasertax treatment and tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to the parties relating to the tax treatment and tax structure of such transactions.

General Confidentiality. (For purposes of this Section 8.27.7, all references to Xxxxxx or the Purchaser Company shall be deemed to include all of the Affiliates, Company's Affiliates and Subsidiaries, successors and assigns of Xxxxxx or the Purchaser, as the case may be, and all references to the Seller shall be deemed to include the Seller and its successors and assigns). The Seller and the Principal Shareholders Sellers acknowledge that the intangible property Intellectual Property Rights and all other confidential or proprietary information with respect to the business and operations of the Seller and the Purchased Assets are, after the Closing Date, Company are valuable, special and unique assets of the PurchaserCompany. The Seller and the Principal Shareholders Sellers 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 Company or the Purchased AssetsPurchaser, whether or not for their a Sellers' own benefit, without the prior written consent of XxxxxxPurchaser or unless required by law, including without limitation, (i) trade secrets, designs, formulae, drawings, intangible propertyIntellectual Property Rights, 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 Xxxxxxthe Company or AHI, (iii) the names of AHI's or the Seller’s Company's customers and contacts, AHI's or the Seller’s Company's marketing strategies, the names of their 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 AHI's or the BusinessCompany's business, 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 Businessbusiness of AHI or the Company, and any other information and material relating to any customer, vendor, licensor, licensee, or other party transacting business with AHI or the SellerCompany, (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 AHI or the SellerCompany, and (vvi) any other confidential information or trade secrets relating to the business or affairs of Xxxxxx AHI or the Purchaser Company which the Seller or the Principal Shareholders Sellers 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. Notwithstanding anything to the contrary set forth in this Section 8.2, confidential and proprietary excepting only such information shall not include (i) information that as is already known to the public or which may become known to the public without any fault of the Seller or any of the Principal Shareholders Sellers or in violation of any confidentiality restrictions imposed upon Seller or the Principal Shareholders, (ii) information that is required to be disclosed pursuant to subpoena or court order to the extent that such information is disclosed in compliance therewith, (iii) information that is required to be disclosed by Applicable Law or to any Governmental Authority to the extent that such information is disclosed in compliance therewith or (iv) information that is disclosed by the Principal Shareholders to their respective attorneys and accountants in connection with the enforcement of this Agreement to the extent that such attorneys and accountants are bound by the restrictions of the type set forth in this Section 8.2restrictions. The Seller and the Principal Shareholders Sellers acknowledge that Xxxxxx and the 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 Xxxxxx and the PurchaserCompany.

General Confidentiality. For purposes of this Section 8.27.2, all references to Xxxxxx or the Purchaser shall be deemed to include all of the Affiliates, Subsidiaries, successors and assigns of Xxxxxx or the Purchaser, as the case may be, and all references to the Seller shall be deemed to include the Seller and its successors and assigns. The Seller and the Principal Shareholders acknowledge that the intangible property and all other confidential or proprietary information with respect to the business and operations of the Seller and the Purchased Assets are, after the Closing Date, valuable, special and unique assets of the Purchaser. The Seller and the Principal Shareholders 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 or the Purchased Assets, whether or not for their own benefit, without the prior written consent of Xxxxxx, 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 Xxxxxx, (iii) the names of the Seller’s 's customers and contacts, the Seller’s 's marketing strategies, the names of their 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 Business, 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, and any other 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 (v) any other confidential information or trade secrets relating to the business or affairs of Xxxxxx or the Purchaser which the Seller or the Principal Shareholders may acquire or develop in connection with or as a result of his or its performance of the terms and conditions of this Agreement. Notwithstanding anything to the contrary set forth in this Section 8.27.2, confidential and proprietary information shall not include (i) information that is known to the public or which may become known to the public without any fault of the Seller or any of the Principal Shareholders or in violation of any confidentiality restrictions imposed upon Seller or the Principal Shareholders, (ii) information that is required to be disclosed pursuant to subpoena or court order to the extent that such information is disclosed in compliance therewith, (iii) information that is required to be disclosed by Applicable Law or to any Governmental Authority to the extent that such information is disclosed in compliance therewith or (iv) information that is disclosed by the Principal Shareholders to their respective attorneys and accountants in connection with the enforcement of this Agreement to the extent that such attorneys and accountants are bound by the restrictions of the type set forth in this Section 8.27.2. The Seller and the Principal Shareholders acknowledge that Xxxxxx and the 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 Xxxxxx and the Purchaser.