Non-Transferred Software; Information Clause Samples
Non-Transferred Software; Information. Seller agrees that, promptly following the Closing, Seller shall delete all third-party or Seller information, data or materials (including any software or Confidential Information) installed on or otherwise accessible via or made available on any Equipment included in the Transferred Assets as of the Closing Date if such information, data or materials (including any software or Confidential Information) is not included in the Transferred Assets or licensed to Purchaser for such use, except as otherwise provided in the Transition Services Agreement.
Non-Transferred Software; Information. Purchaser agrees that, following the Closing Date, Purchaser shall, and shall cause its Subsidiaries to:
(a) not use any third-party or Seller information, data or materials (including any software or Confidential Information) installed on or otherwise accessible via or made available on any Equipment included in the Transferred Assets as of the Closing Date if such information, data or materials (including any software or Confidential Information) is not included in the Transferred Assets or licensed to Purchaser for such use, except as otherwise provided in the Transition Services Agreement. Seller shall, within thirty (30) calendar days following the Closing, delete all such information, data and materials (including software and Confidential Information) pursuant to the Transition Services Agreement; and
(b) to the extent any Confidential Information is included in or loaded on the Equipment included in the Transferred Assets as of the Closing Date, or is otherwise accessible to Purchaser or any of its Affiliates as of or after the Closing Date (including under the Transition Services Agreement), Purchaser shall, and shall cause each of its Affiliates to, promptly delete or destroy all copies of or not access or retain (as applicable) such Confidential Information.
(c) process any Personal Information contained in the Transferred Assets solely in compliance with applicable Laws and consistent with the manner in which such Personal Information is processed by Seller and its Subsidiaries as of the date of this Agreement.
