Common use of Non-Disclosure of Information Clause in Contracts

Non-Disclosure of Information. Xxxxx acknowledges that the Owner of the Business (the “Seller”) wants to maintain the confidentiality of the Confidential Information (as defined below). Xxxxx agrees not to disclose or permit access to (nor use to the detriment or disadvantage of the Seller) any Confidential Information, whether provided before or after execution of this Agreement, without the prior written consent of Seller, to anyone other than Xxxxx's legal counsel, accountants, lenders, or other agents or advisors to whom disclosure or access is necessary for Buyer to evaluate the Business (hereinafter referred to as the “Buyer’s Associates”). Disclosure of Confidential Information shall be made to the Buyer’s Associates only in connection with the potential acquisition of the Business and then only if such Buyer’s Associates understand and agree to maintain the confidentiality of such Confidential Information. Buyer shall be responsible for any breach of this Agreement by the Buyer’s Associates, and neither Buyer nor the Buyer’s Associates shall use or permit the use of Confidential Information in any manner, except as may be required for Buyer to evaluate the Business. If the Buyer does not purchase the Business, Buyer and any Buyer’s Associates, at the earlier of the close of negotiations or within five (5) business days, shall destroy or return to the Seller all information provided to Buyer and will not retain any copy, reproduction, or record thereof. Nevertheless, Buyer may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, or discovery request, provided that Buyer uses reasonable efforts to notify Seller sufficiently in advance so that Seller may seek to object thereto.

Non-Disclosure of Information. Xxxxx Consultant understands that the covenants and agreements in this Paragraph 2 may limit Consultant's ability to earn a livelihood in a business similar to the business of Viral of researching, developing and distributing biomedical products and technology, but nevertheless believes that Consultant has received and will receive sufficient consideration and other benefits from Viral so as to clearly justify such restrictions which, in any event (given Consultant's education, skills and ability), Consultant does not believe would prevent Consultant from earning a living: (a) Consultant acknowledges that, in the course of performing Services for or on behalf of Viral, having access to Viral's technology, reports, processes, knowledge and know-how, data, facilities, books and records, or otherwise being associated with Viral, Consultant will have access to, and become acquainted with, Confidential Information of or with respect to Viral and hereby stipulates and agrees that such Confidential Information is a part of and essential to the operations and goodwill of Viral. Consultant (i) hereby stipulates and acknowledges that the Owner Confidential Information constitutes important, material, proprietary and confidential trade secrets of Viral that affect the successful conduct of the Business business and goodwill of, Viral; (the “Seller”ii) wants to maintain the confidentiality stipulates and acknowledges that any and all of the Confidential Information is the sole and exclusive property of Viral, regardless of whether Consultant was engaged in the development of any of such Confidential Information while performing Services for or on behalf of Viral; (as defined below). Xxxxx iii) agrees to keep all such Confidential Information in strictest confidence, and not to, directly or indirectly, use or divulge, disclose or communicate to any person (other than a duly-authorized representative of Viral) any such Confidential Information other than in the ordinary course of business of Viral for the benefit of Viral; and (iv) agrees not to disclose copy or permit access otherwise duplicate any such Confidential Information or knowingly allow anyone else to (nor use to the detriment copy or disadvantage of the Seller) any otherwise duplicate such Confidential Information, whether provided before other than in the ordinary course of business of Viral for the benefit of Viral. Upon the termination of the Consulting Agreement, and at any time at the request of Viral, shall promptly return to Viral all copies of such Confidential Information delivered to or after execution obtained by Consultant or, at the election of Viral, certify that all copies of such Confidential Information in the possession of Consultant or any person who received such Confidential Information from Consultant have been destroyed or erased, except that Consultant may keep one (1) copy thereof for the purpose of complying with the terms of this Agreement, without the prior written consent of Seller, to anyone other than Xxxxx's legal counsel, accountants, lenders, or other agents or advisors to whom disclosure or access is necessary for Buyer to evaluate the Business (hereinafter referred to as the “Buyer’s Associates”). Disclosure of Confidential Information shall be made to the Buyer’s Associates only in connection with the potential acquisition of the Business and then only if such Buyer’s Associates understand and agree to maintain the confidentiality of such Confidential Information. Buyer shall be responsible for any breach of this Agreement by the Buyer’s Associates, and neither Buyer nor the Buyer’s Associates shall use or permit the use of Confidential Information in any manner, except as may be required for Buyer to evaluate the Business. If the Buyer does not purchase the Business, Buyer and any Buyer’s Associates, at the earlier of the close of negotiations or within five (5) business days, shall destroy or return to the Seller all information provided to Buyer and will not retain any copy, reproduction, or record thereof. Nevertheless, Buyer may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, or discovery request, provided that Buyer uses reasonable efforts to notify Seller sufficiently in advance so that Seller may seek to object thereto.

Non-Disclosure of Information. Xxxxx Consultant understands that the covenants and agreements in this Paragraph 2 may limit Consultant's ability to earn a livelihood in a business similar to the business of VGE of researching, developing and distributing biomedical products and technology, but nevertheless believes that Consultant has received and will receive sufficient consideration and other benefits from VGE so as to clearly justify such restrictions which, in any event (given Consultant's education, skills and ability), Consultant does not believe would prevent Consultant from earning a living: (a) Consultant acknowledges that, in the course of performing Services for or on behalf of VGE, having access to VGE's technology, reports, processes, knowledge and know-how, data, facilities, books and records, or otherwise being associated with VGE, Consultant will have access to, and become acquainted with, Confidential Information of or with respect to VGE and hereby stipulates and agrees that such Confidential Information is a part of and essential to the operations and goodwill of VGE. Consultant (i) hereby stipulates and acknowledges that the Owner Confidential Information constitutes important, material, proprietary and confidential trade secrets of VGE that affect the successful conduct of the Business business and goodwill of, VGE; (the “Seller”ii) wants to maintain the confidentiality stipulates and acknowledges that any and all of the Confidential Information is the sole and exclusive property of VGE, regardless of whether Consultant was engaged in the development of any of such Confidential Information while performing Services for or on behalf of VGE; (as defined below). Xxxxx iii) agrees to keep all such Confidential Information in strictest confidence, and not to, directly or indirectly, use or divulge, disclose or communicate to any person (other than a duly-authorized representative of VGE) any such Confidential Information other than in the ordinary course of business of VGE for the benefit of VGE; and (iv) agrees not to disclose copy or permit access otherwise duplicate any such Confidential Information or knowingly allow anyone else to (nor use to the detriment copy or disadvantage of the Seller) any otherwise duplicate such Confidential Information, whether provided before other than in the ordinary course of business of VGE for the benefit of VGE. Upon the termination of the Consulting Agreement, and at any time at the request of VGE, shall promptly return to VGE all copies of such Confidential Information delivered to or after execution obtained by Consultant or, at the election of VGE, certify that all copies of such Confidential Information in the possession of Consultant or any person who received such Confidential Information from Consultant have been destroyed or erased, except that Consultant may keep one (1) copy thereof for the purpose of complying with the terms of this Agreement, without the prior written consent of Seller, to anyone other than Xxxxx's legal counsel, accountants, lenders, or other agents or advisors to whom disclosure or access is necessary for Buyer to evaluate the Business (hereinafter referred to as the “Buyer’s Associates”). Disclosure of Confidential Information shall be made to the Buyer’s Associates only in connection with the potential acquisition of the Business and then only if such Buyer’s Associates understand and agree to maintain the confidentiality of such Confidential Information. Buyer shall be responsible for any breach of this Agreement by the Buyer’s Associates, and neither Buyer nor the Buyer’s Associates shall use or permit the use of Confidential Information in any manner, except as may be required for Buyer to evaluate the Business. If the Buyer does not purchase the Business, Buyer and any Buyer’s Associates, at the earlier of the close of negotiations or within five (5) business days, shall destroy or return to the Seller all information provided to Buyer and will not retain any copy, reproduction, or record thereof. Nevertheless, Buyer may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, or discovery request, provided that Buyer uses reasonable efforts to notify Seller sufficiently in advance so that Seller may seek to object thereto.

Non-Disclosure of Information. Xxxxx Consultant understands that the covenants and agreements in this Paragraph 2 may limit Consultant’s ability to earn a livelihood in a business similar to the business of VG of researching, developing and distributing biomedical products and technology, but nevertheless believes that Consultant has received and will receive sufficient consideration and other benefits from VG so as to clearly justify such restrictions which, in any event (given Consultant’s education, skills and ability), Consultant does not believe would prevent Consultant from earning a living: (a) Consultant acknowledges that, in the course of performing Services for or on behalf of VG, having access to VG’s technology, reports, processes, knowledge and know-how, data, facilities, books and records, or otherwise being associated with VG, Consultant will have access to, and become acquainted with, Confidential Information of or with respect to VG and hereby stipulates and agrees that such Confidential Information is a part of and essential to the operations and goodwill of VG. Consultant (i) hereby stipulates and acknowledges that the Owner Confidential Information constitutes important, material, proprietary and confidential trade secrets of VG that affect the successful conduct of the Business business and goodwill of, VG; (the “Seller”ii) wants to maintain the confidentiality stipulates and acknowledges that any and all of the Confidential Information is the sole and exclusive property of VG, regardless of whether Consultant was engaged in the development of any of such Confidential Information while performing Services for or on behalf of VG; (as defined below). Xxxxx iii) agrees to keep all such Confidential Information in strictest confidence, and not to, directly or indirectly, use or divulge, disclose or communicate to any person (other than a duly-authorized representative of VG) any such Confidential Information other than in the ordinary course of business of VG for the benefit of VG; and (iv) agrees not to disclose copy or permit access otherwise duplicate any such Confidential Information or knowingly allow anyone else to (nor use to the detriment copy or disadvantage of the Seller) any otherwise duplicate such Confidential Information, whether provided before other than in the ordinary course of business of VG for the benefit of VG. Upon the termination of the Consulting Agreement, and at any time at the request of VG, shall promptly return to VG all copies of such Confidential Information delivered to or after execution obtained by Consultant or, at the election of VG, certify that all copies of such Confidential Information in the possession of Consultant or any person who received such Confidential Information from Consultant have been destroyed or erased, except that Consultant may keep one (1) copy thereof for the purpose of complying with the terms of this Agreement, without the prior written consent of Seller, to anyone other than Xxxxx's legal counsel, accountants, lenders, or other agents or advisors to whom disclosure or access is necessary for Buyer to evaluate the Business (hereinafter referred to as the “Buyer’s Associates”). Disclosure of Confidential Information shall be made to the Buyer’s Associates only in connection with the potential acquisition of the Business and then only if such Buyer’s Associates understand and agree to maintain the confidentiality of such Confidential Information. Buyer shall be responsible for any breach of this Agreement by the Buyer’s Associates, and neither Buyer nor the Buyer’s Associates shall use or permit the use of Confidential Information in any manner, except as may be required for Buyer to evaluate the Business. If the Buyer does not purchase the Business, Buyer and any Buyer’s Associates, at the earlier of the close of negotiations or within five (5) business days, shall destroy or return to the Seller all information provided to Buyer and will not retain any copy, reproduction, or record thereof. Nevertheless, Buyer may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, or discovery request, provided that Buyer uses reasonable efforts to notify Seller sufficiently in advance so that Seller may seek to object thereto.

Non-Disclosure of Information. Xxxxx Advisor understands that the covenants and agreements in this Paragraph 2 may limit Advisor’s ability to earn a livelihood in a business similar to the business of Viral of researching, developing and distributing biomedical products and technology, but nevertheless believes that Advisor has received and will receive sufficient consideration and other benefits from Viral so as to clearly justify such restrictions which, in any event (given Advisor’s education, skills and ability), Advisor does not believe would prevent Advisor from earning a living: (a) Advisor acknowledges that, in the course of performing services for or on behalf of Viral, having access to Viral’s technology, reports, processes, knowledge and know-how facilities, books and records, or otherwise being associated with Viral, Advisor will have access to, and become acquainted with, Confidential Information of or with respect to Viral and hereby stipulates and agrees that such Confidential Information is a part of and essential to the operations and goodwill of Viral. Advisor (i) hereby stipulates and acknowledges that the Owner Confidential Information constitutes important, material, proprietary and confidential trade secrets of Viral that affect the successful conduct of the Business business and goodwill of, Viral; (the “Seller”ii) wants to maintain the confidentiality stipulates and acknowledges that any and all of the Confidential Information is the sole and exclusive property of Viral, regardless of whether Advisor was engaged in the development of any of such Confidential Information while performing services for or on behalf of Viral; (as defined below). Xxxxx iii) agrees to keep all such Confidential Information in strictest confidence, and not to, directly or indirectly, use or divulge, disclose or communicate to any person (other than a duly-authorized representative of Viral) any such Confidential Information other than in the ordinary course of business of Viral for the benefit of Viral; and (iv) agrees not to disclose copy or permit access otherwise duplicate any such Confidential Information or knowingly allow anyone else to (nor use to the detriment copy or disadvantage of the Seller) any otherwise duplicate such Confidential Information, whether provided before or after execution of this Agreement, without the prior written consent of Seller, to anyone other than Xxxxx's legal counsel, accountants, lenders, or other agents or advisors to whom disclosure or access is necessary in the ordinary course of business of Viral for Buyer to evaluate the Business (hereinafter referred to as benefit of Viral. Upon the “Buyer’s Associates”). Disclosure of Confidential Information shall be made to the Buyer’s Associates only in connection with the potential acquisition end of the Business engagement with Viral, and then only if such Buyer’s Associates understand and agree at any time at the request of Viral, shall promptly return to maintain the confidentiality Viral all copies of such Confidential Information. Buyer shall be responsible for any breach Information delivered to or obtained by Advisor or, at the election of this Agreement by the Buyer’s AssociatesViral, and neither Buyer nor the Buyer’s Associates shall use or permit the use certify that all copies of such Confidential Information in the possession of Advisor or any manner, except as may be required for Buyer to evaluate the Business. If the Buyer does not purchase the Business, Buyer and any Buyer’s Associates, at the earlier of the close of negotiations or within five (5) business days, shall destroy or return to the Seller all information provided to Buyer and will not retain any copy, reproduction, or record thereof. Nevertheless, Buyer may disclose person who received such Confidential Information pursuant to any governmental, judicial, from Advisor have been destroyed or administrative order, subpoena, or discovery request, provided that Buyer uses reasonable efforts to notify Seller sufficiently in advance so that Seller may seek to object theretoerased.

Non-Disclosure of Information. Xxxxx acknowledges that (a) Domenico shall not, directly or indirectly, disclose to any person or entity for any reason, or use for his own personal benefit, any Confidential Information either during his employment with SMCI or following termination of his employment for any reason whatsoever for a period of three years from the Owner date of this Consulting and Non-Compete Agreement. (b) Domenico shall, at all times take all precautions necessary to protect from loss or disclosure by his of any and all documents or other information containing, referring to or relating to such Confidential Information. Upon termination of his employment with Betelgeuse for Cause or if Domenico terminates the Agreement prior to expiration of the Business Term, Domenico shall promptly return to Betelgeuse any and all documents or other tangible property containing, referring to or relating to such Confidential Information, whether prepared by him or others. (c) Notwithstanding any provision to the “Seller”) wants contrary in this Section 6, this Section shall not apply to maintain the confidentiality of the Confidential Information (as defined below). Xxxxx agrees not information that Domenico is legally required to disclose or permit access to (nor use to the detriment or disadvantage information that has become part of the Seller) public domain or is otherwise publicly disclosed through no fault or action of Domenico; provided, however, if Domenico receives a subpoena or other order issued by a court of competent jurisdiction or governmental agency requiring disclosure of any Confidential Information, whether provided before or after execution of this Agreement, without the prior written consent of Seller, to anyone other than Xxxxx's legal counsel, accountants, lenders, or other agents or advisors to whom disclosure or access is necessary for Buyer to evaluate the Business (hereinafter referred to as the “Buyer’s Associates”). Disclosure of Confidential Information Domenico shall be made to the Buyer’s Associates only in connection with the potential acquisition promptly notify Betelgeuse of the Business and then only if such Buyer’s Associates understand and agree to maintain the confidentiality existence of such Confidential Information. Buyer shall be responsible for any breach of this Agreement by the Buyer’s Associates, order or subpoena and neither Buyer nor the Buyer’s Associates shall use or permit the use of Confidential Information in any manner, except as may be required for Buyer send a copy thereof to evaluate the Business. If the Buyer does not purchase the Business, Buyer Betelgeuse and any Buyer’s Associatescooperate with Betelgeuse, at the earlier Betelgeuse's expense, in Betelgeuse's efforts to obtain satisfactory resolution of the close of negotiations or within five (5) business days, shall destroy or return to the Seller all information provided to Buyer and will not retain any copy, reproduction, or record thereof. Nevertheless, Buyer may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, or discovery request, provided that Buyer uses reasonable efforts to notify Seller sufficiently in advance so that Seller may seek to object theretomatter.

Non-Disclosure of Information. Xxxxx Employee understands that the covenants and agreements in this Paragraph 2 may limit Employee's ability to earn a livelihood in a business similar to the business of VGE of researching, developing and distributing biomedical products and technology, but nevertheless believes that Employee has received and will receive sufficient consideration and other benefits from VGE so as to clearly justify such restrictions which, in any event (given Employee's education, skills and ability), Employee does not believe would prevent Employee from earning a living: (a) Employee acknowledges that, in the course of performing Services for or on behalf of VGE, having access to VGE's technology, reports, processes, knowledge and know-how, data, facilities, books and records, or otherwise being associated with VGE, Employee will have access to, and become acquainted with, Confidential Information of or with respect to VGE and hereby stipulates and agrees that such Confidential Information is a part of and essential to the operations and goodwill of VGE. Employee (i) hereby stipulates and acknowledges that the Owner Confidential Information constitutes important, material, proprietary and confidential trade secrets of VGE that affect the successful conduct of the Business business and goodwill of, VGE; (the “Seller”ii) wants to maintain the confidentiality stipulates and acknowledges that any and all of the Confidential Information is the sole and exclusive property of VGE, regardless of whether Employee was employed in the development of any of such Confidential Information while performing Services for or on behalf of VGE; (as defined below). Xxxxx iii) agrees to keep all such Confidential Information in strictest confidence, and not to, directly or indirectly, use or divulge, disclose or communicate to any person (other than a duly-authorized representative of VGE) any such Confidential Information other than in the ordinary course of business of VGE for the benefit of VGE; and (iv) agrees not to disclose copy or permit access otherwise duplicate any such Confidential Information or knowingly allow anyone else to (nor use to the detriment copy or disadvantage of the Seller) any otherwise duplicate such Confidential Information, whether provided before other than in the ordinary course of business of VGE for the benefit of VGE. Upon the termination of the Employment Agreement, and at any time at the request of VGE, shall promptly return to VGE all copies of such Confidential Information delivered to or after execution obtained by Employee or, at the election of VGE, certify that all copies of such Confidential Information in the possession of Employee or any person who received such Confidential Information from Employee have been destroyed or erased, except that Employee may keep one (1) copy thereof for the purpose of complying with the terms of this Agreement, without the prior written consent of Seller, to anyone other than Xxxxx's legal counsel, accountants, lenders, or other agents or advisors to whom disclosure or access is necessary for Buyer to evaluate the Business (hereinafter referred to as the “Buyer’s Associates”). Disclosure of Confidential Information shall be made to the Buyer’s Associates only in connection with the potential acquisition of the Business and then only if such Buyer’s Associates understand and agree to maintain the confidentiality of such Confidential Information. Buyer shall be responsible for any breach of this Agreement by the Buyer’s Associates, and neither Buyer nor the Buyer’s Associates shall use or permit the use of Confidential Information in any manner, except as may be required for Buyer to evaluate the Business. If the Buyer does not purchase the Business, Buyer and any Buyer’s Associates, at the earlier of the close of negotiations or within five (5) business days, shall destroy or return to the Seller all information provided to Buyer and will not retain any copy, reproduction, or record thereof. Nevertheless, Buyer may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, or discovery request, provided that Buyer uses reasonable efforts to notify Seller sufficiently in advance so that Seller may seek to object thereto.

Non-Disclosure of Information. Xxxxx Employee understands that the covenants and agreements in this Paragraph 2 may limit Employee's ability to earn a livelihood in a business similar to the business of Viral of researching, developing and distributing biomedical products and technology, but nevertheless believes that Employee has received and will receive sufficient consideration and other benefits from Viral so as to clearly justify such restrictions which, in any event (given Employee's education, skills and ability), Employee does not believe would prevent Employee from earning a living: (a) Employee acknowledges that, in the course of performing Services for or on behalf of Viral, having access to Viral's technology, reports, processes, knowledge and know-how, data, facilities, books and records, or otherwise being associated with Viral, Employee will have access to, and become acquainted with, Confidential Information of or with respect to Viral and hereby stipulates and agrees that such Confidential Information is a part of and essential to the operations and goodwill of Viral. Employee (i) hereby stipulates and acknowledges that the Owner Confidential Information constitutes important, material, proprietary and confidential trade secrets of Viral that affect the successful conduct of the Business business and goodwill of, Viral; (the “Seller”ii) wants to maintain the confidentiality stipulates and acknowledges that any and all of the Confidential Information is the sole and exclusive property of Viral, regardless of whether Employee was employed in the development of any of such Confidential Information while performing Services for or on behalf of Viral; (as defined below). Xxxxx iii) agrees to keep all such Confidential Information in strictest confidence, and not to, directly or indirectly, use or divulge, disclose or communicate to any person (other than a duly-authorized representative of Viral) any such Confidential Information other than in the ordinary course of business of Viral for the benefit of Viral; and (iv) agrees not to disclose copy or permit access otherwise duplicate any such Confidential Information or knowingly allow anyone else to (nor use to the detriment copy or disadvantage of the Seller) any otherwise duplicate such Confidential Information, whether provided before other than in the ordinary course of business of Viral for the benefit of Viral. Upon the termination of the Employment Agreement, and at any time at the request of Viral, shall promptly return to Viral all copies of such Confidential Information delivered to or after execution obtained by Employee or, at the election of Viral, certify that all copies of such Confidential Information in the possession of Employee or any person who received such Confidential Information from Employee have been destroyed or erased, except that Employee may keep one (1) copy thereof for the purpose of complying with the terms of this Agreement, without the prior written consent of Seller, to anyone other than Xxxxx's legal counsel, accountants, lenders, or other agents or advisors to whom disclosure or access is necessary for Buyer to evaluate the Business (hereinafter referred to as the “Buyer’s Associates”). Disclosure of Confidential Information shall be made to the Buyer’s Associates only in connection with the potential acquisition of the Business and then only if such Buyer’s Associates understand and agree to maintain the confidentiality of such Confidential Information. Buyer shall be responsible for any breach of this Agreement by the Buyer’s Associates, and neither Buyer nor the Buyer’s Associates shall use or permit the use of Confidential Information in any manner, except as may be required for Buyer to evaluate the Business. If the Buyer does not purchase the Business, Buyer and any Buyer’s Associates, at the earlier of the close of negotiations or within five (5) business days, shall destroy or return to the Seller all information provided to Buyer and will not retain any copy, reproduction, or record thereof. Nevertheless, Buyer may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, or discovery request, provided that Buyer uses reasonable efforts to notify Seller sufficiently in advance so that Seller may seek to object thereto.

Non-Disclosure of Information. Xxxxx acknowledges a) The Employee agrees that he will not (except in the performance of his duties as COO of DTL and Vice President Biology of DPI) at any time or in any manner make or cause to be made any copies, pictures, duplicates, facsimiles or other reproductions or recording of any reports, studies, memoranda, correspondence, summaries thereof, or other written, printed or otherwise recorded materials, , including but not limited to any magnetically recorded computer programs of data, of any kind whatsoever belonging to or in the possession of DTL, DPI or customers of DTL and DPI. The Employeee shall have no right, title or interest in or to any such material, and he agrees that (except in the performance of his duties as COO of DTL and Vice President Biology of DPI) he will not, without DTL’s and DPI’s (acting through DTL) prior written consent, remove any such material from the premises of DTL, and that he will surrender all such materials to DTL (those relating to DTL and DPI) immediately upon the termination of his employement with DTL and DPI (acting through DTL) or at any time prior thereto upon the request of DTL and DPI (acting through DTL); provided however, that the Owner foregoing does not apply to any such material not unique to DTL and DPI and the customers of the Business (the “Seller”) wants to maintain the confidentiality of the Confidential Information (as defined below). Xxxxx agrees not to disclose DTL and DPI or permit access to (nor use that is otherwise available to the detriment or disadvantage public other than as a result of the Seller) any Confidential Information, whether provided before or after execution his breach of this Agreement. b) The Employee convenants and agrees, without the prior written consent of Sellerany limitation as to time, to anyone other than Xxxxx's legal counsel, accountants, lenders, or other agents or advisors to whom disclosure or access is necessary for Buyer to evaluate the Business (hereinafter referred to as the “Buyerpurposes of carrying out DTL’s Associates”). Disclosure of Confidential Information shall be made to the Buyerand DPI’s Associates only duties in connection with the potential acquisition of the Business and then only if such Buyer’s Associates understand and agree to maintain the confidentiality of such Confidential Information. Buyer shall be responsible for any breach furtherance of this Agreement with the customers, that: • All information obtained by him during the Buyer’s Associatescourse of performing services for DTL and DPI pursuant to the agreements between DTL (and DPI acting through DTL) and the customers of DTL and DPI shall be kept strictly confidential and he will not anywhere use for himself, or divulge any confidential or proprietary information with respect to DTL and neither Buyer nor DPI or any customer, including, but limited to, their businesses, operations, equipments and products, to any person, firm, corporation, association or any other entity for any reason whatsoever, • He shall not furnish to or use for the Buyer’s Associates shall use benefit of any person, firm, corporation, association or permit the any other entity any equipment or material or make use of Confidential Information in any manner, except as may be required for Buyer to evaluate the Business. If the Buyer does not purchase the Business, Buyer pursuant information received or developed through any existing and any Buyer’s Associates, at the earlier of the close of negotiations future agreements between DTL or within five (5) business days, shall destroy or return to the Seller all information provided to Buyer DPI and will not retain any copy, reproduction, or record thereof. Nevertheless, Buyer may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, or discovery request, provided that Buyer uses reasonable efforts to notify Seller sufficiently in advance so that Seller may seek to object theretoits customers.

Non-Disclosure of Information. Xxxxx Consultant understands that the covenants and agreements in this Paragraph 2 may limit Consultant 's ability to earn a livelihood in a business similar to the business of Viral of researching, developing and distributing biomedical products and technology, but nevertheless believes that Consultant has received and will receive sufficient consideration and other benefits from Viral so as to clearly justify such restrictions which, in any event (given Consultant's education, skills and ability), Consultant does not believe would prevent Consultant from earning a living: (a) Consultant acknowledges that, in the course of performing Services for or on behalf of Viral, having access to Viral's technology, reports, processes, knowledge and know-how, data, facilities, books and records, or otherwise being associated with Viral, Consultant will have access to, and become acquainted with, Confidential Information of or with respect to Viral and hereby stipulates and agrees that such Confidential Information is a part of and essential to the operations and goodwill of Viral. Consultant (i) hereby stipulates and acknowledges that the Owner Confidential Information constitutes important, material, proprietary and confidential trade secrets of Viral that affect the successful conduct of the Business business and goodwill of, Viral; (the “Seller”ii) wants to maintain the confidentiality stipulates and acknowledges that any and all of the Confidential Information is the sole and exclusive property of Viral, regardless of whether Consultant was engaged in the development of any of such Confidential Information while performing Services for or on behalf of Viral; (as defined below). Xxxxx iii) agrees to keep all such Confidential Information in strictest confidence, and not to, directly or indirectly, use or divulge, disclose or communicate to any person (other than a duly-authorized representative of Viral) any such Confidential Information other than in the ordinary course of business of Viral for the benefit of Viral; and (iv) agrees not to disclose copy or permit access otherwise duplicate any such Confidential Information or knowingly allow anyone else to (nor use to the detriment copy or disadvantage of the Seller) any otherwise duplicate such Confidential Information, whether provided before other than in the ordinary course of business of Viral for the benefit of Viral. Upon the termination of the Consulting Agreement, and at any time at the request of Viral, shall promptly return to Viral all copies of such Confidential Information delivered to or after execution obtained by Consultant or, at the election of Viral, certify that all copies of such Confidential Information in the possession of Consultant or any person who received such Confidential Information from Consultant have been destroyed or erased, except that Consultant may keep one (I) copy thereof for the purpose of complying with the terms of this Agreement, without the prior written consent of Seller, to anyone other than Xxxxx's legal counsel, accountants, lenders, or other agents or advisors to whom disclosure or access is necessary for Buyer to evaluate the Business (hereinafter referred to as the “Buyer’s Associates”). Disclosure of Confidential Information shall be made to the Buyer’s Associates only in connection with the potential acquisition of the Business and then only if such Buyer’s Associates understand and agree to maintain the confidentiality of such Confidential Information. Buyer shall be responsible for any breach of this Agreement by the Buyer’s Associates, and neither Buyer nor the Buyer’s Associates shall use or permit the use of Confidential Information in any manner, except as may be required for Buyer to evaluate the Business. If the Buyer does not purchase the Business, Buyer and any Buyer’s Associates, at the earlier of the close of negotiations or within five (5) business days, shall destroy or return to the Seller all information provided to Buyer and will not retain any copy, reproduction, or record thereof. Nevertheless, Buyer may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, or discovery request, provided that Buyer uses reasonable efforts to notify Seller sufficiently in advance so that Seller may seek to object thereto.

Non-Disclosure of Information. Xxxxx acknowledges that the Owner owner of the Business (the “Seller”) wants desires to maintain the confidentiality of the Confidential Information (as defined below). Xxxxx agrees not to disclose or permit access to (nor use to the detriment or disadvantage of the Seller) any Confidential Information, whether provided before or after execution of this Agreement, without the prior written consent of Seller, to anyone other than XxxxxBuyer's legal counsel, accountants, lenders, lenders or other agents or advisors to whom disclosure or access is necessary for Buyer to evaluate the Business (hereinafter referred to as the collectively “Buyer’s AssociatesBuyer Contacts”). Disclosure of Confidential Information shall be made to the Buyer’s Associates Buyer Contacts only in connection with the potential acquisition of the Business Business, and then only if such Buyer’s Associates the Buyer Contacts understand and agree to maintain the confidentiality of such Confidential Information. Buyer shall be responsible for any breach of this Agreement by the Buyer’s AssociatesBuyer Contacts, and neither Buyer nor the Buyer’s Associates Buyer Contacts shall use or permit the use of Confidential Information in any mannermanner whatsoever, except as may be required for Buyer to evaluate the Business. If the Buyer does not purchase the Business, Buyer and any Buyeror Xxxxx’s Associatesbroker, at the earlier of the close of negotiations or within five (5) business daysseven days of written demand by Seller or Seller’s broker, shall will destroy or return to the Seller or Seller’s broker all information provided to Buyer and will not retain any copy, reproduction, reproduction or record thereof. NeverthelessNotwithstanding the foregoing, Buyer may disclose Confidential Information pursuant to any governmental, judicial, judicial or administrative order, subpoena, subpoena or discovery request, provided that Buyer uses reasonable efforts to notify Seller sufficiently in advance of Buyer’s response, so that Seller may seek to object theretoto such order, subpoena or request.

Non-Disclosure of Information. Xxxxx acknowledges CUSTOMER agrees (i) that the Owner ----------------------------- TouchScript Software and the other Products are proprietary developments and constitute a valuable work product in the form of trade secrets, know-how and confidential information which is the exclusive property of ALLSCRIPTS or in the case of Microsoft Products and certain databases, either Microsoft or another third party, respectively. CUSTOMER agrees to keep strictly confidential the contents of the Business (Products and to prevent its agents, employees and representatives from disclosing or giving access to the “Seller”) wants contents thereof to maintain any parties other than other agents, employees and representatives of CUSTOMER whose access to such information is necessary for CUSTOMER to use the Products and who, prior to such disclosure or access, have been notified of the confidentiality of obligations with respect thereto. CUSTOMER shall not sell, transfer, publish, disclose, display or otherwise make available the Confidential Information (as defined below)TouchScript Software or any other Product or copies thereof to third parties other than authorized agents, employees and representatives. Xxxxx Without limiting the foregoing, the TouchScript Software and the other Products shall at all times be given protection no less than the CUSTOMER gives its own confidential information. CUSTOMER further agrees not to disclose reproduce, copy or permit access to (nor use to the detriment duplicate any part of or disadvantage all of the Seller) any Confidential InformationTouchScript Software or other Products, whether provided before except for backup or after execution of this Agreementarchival purposes, without the prior written consent of SellerALLSCRIPTS. CUSTOMER agrees not to copy, modify, sublicense, assign, transfer or resell the Microsoft products or databases supplied by ALLSCRIPTS, in whole or in part. CUSTOMER further agrees not to anyone other than Xxxxx's legal counseldownload/upload such Microsoft products or databases, accountants, lendersin whole or in part, or to establish a network or service bureau utilizing such Microsoft products or databases. Such Microsoft products and databases shall only be accessed by one person at one location on one microcomputer unless licensed for additional users listed on the attached Schedule 1. Should any portion of the TouchScript Software or other agents Products be disclosed, CUSTOMER shall immediately notify ALLSCRIPTS of the circumstances surrounding such disclosure. CUSTOMER shall assist ALLSCRIPTS in the prosecution of any parties who are using the TouchScript Software or advisors to whom disclosure or access is necessary for Buyer to evaluate the Business (hereinafter referred to other Products, as the “Buyer’s Associates”)case may be, in violation of this Agreement. Disclosure of Confidential Information shall be made CUSTOMER hereby agrees that, due to the Buyer’s Associates only in connection with the potential acquisition unique nature of the Business TouchScript Software and then only the other Products, if such Buyer’s Associates understand CUSTOMER refuses or fails fully to honor its obligations hereunder ALLSCRIPTS. Microsoft or the other third party, as applicable, shall suffer irreparable harm, and agree shall have, in addition to maintain any other rights available to it, the right to obtain temporary or permanent injunctive relief, including but not limited to, specific performance of the confidentiality obligations agreed to herein, without any showing of such Confidential Informationactual damage or inadequacy of legal remedy. Buyer Allscripts shall be responsible for any breach have access to and use of this Agreement all information maintained by the Buyer’s AssociatesTouchScript Software, and neither Buyer nor the Buyer’s Associates shall use or permit the use of Confidential Information in any mannerprovided that, except as may be required for Buyer by law, as authorized by the patient, or to evaluate carry out the Business. If the Buyer does not purchase the Businesspurposes of this Agreement, Buyer and any Buyer’s Associates, at the earlier of the close of negotiations or within five (5) business days, shall destroy or return to the Seller all information provided to Buyer and it will not retain make any copy, reproduction, or record thereof. Nevertheless, Buyer may disclose Confidential Information pursuant patient- identifiable information available to any governmental, judicial, or administrative order, subpoena, or discovery request, provided that Buyer uses reasonable efforts to notify Seller sufficiently in advance so that Seller may seek to object theretoothers.

Non-Disclosure of Information. Xxxxx The Buyer acknowledges that the Owner of the Business (the “Seller”) wants Seller desires to maintain the confidentiality of the Confidential Information (as defined below). Xxxxx information disclosed and agrees with Broker not to disclose or permit access to (nor use to the detriment or disadvantage of the Seller) any Confidential Information, whether provided before or after execution of this Agreement, Information without the prior written consent of Seller, to anyone other than XxxxxBuyer's employees, legal counsel, accountants, lenders, lenders or other agents or advisors to whom disclosure or access is necessary for Buyer to evaluate the Business (hereinafter referred to as the “Buyer’s Associates”)Business. Disclosure of Confidential Information shall be made to the Buyer’s Associates these parties only in connection with the potential acquisition of the Business Business, and then only if such Buyer’s Associates these parties understand and agree to maintain the confidentiality of such Confidential Information. Buyer The undersigned shall protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as the Recipient would protect its own confidential information, but in no event with less than a commercially reasonable degree of care; not use the Confidential Information, or permit it to be accessed or used, for any purpose other than the Purpose, including without limitation, to reverse engineer, disassemble, decompile or design around confidential intellectual property; not disclose any such Confidential Information to any person or entity, except to the Recipient's Representatives who need to know the Confidential Information in relation to the Purpose and are informed of the obligations hereunder and agree to abide by the same. The undersigned shall be responsible for any breach of this Agreement by the Buyer’s Associatesthese parties, and neither Buyer nor the Buyer’s Associates these parties shall use or permit the use of Confidential Information in any mannermanner whatsoever, except as may be required for Buyer to evaluate the BusinessBusiness or as may be required by legal process. If the Buyer does not purchase the Business, Buyer and any Buyer’s Associates, at the earlier of the close of negotiations or within five (5) business days, shall destroy or return to Recipient will promptly notify the Seller all information provided to Buyer and will not retain of any copy, reproduction, or record thereof. Nevertheless, Buyer may disclose unauthorized disclosure of Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, or discovery request, provided that Buyer uses reasonable efforts to notify Seller sufficiently in advance so that Seller may seek to object theretoother breaches of this Agreement.