Common use of Nondisclosure; Noncompetition Clause in Contracts

Nondisclosure; Noncompetition. (a) Seller agrees not to use or disclose at any time after consummation of the transactions contemplated hereby, except with the prior written consent of an officer authorized to act in the matter by the Board of Directors of Buyer, any trade secrets, proprietary information or other information relating to the Business that Buyer considers confidential relating to suppliers, operations, marketing, cost and pricing data, master files or customer lists utilized by Seller prior to the Closing or by Buyer or any of its affiliates (the "Buyer Group"), or the skills, abilities and compensation of the Buyer Group's employees, and all other similar information material to the conduct of the Buyer Group's business, which is not presently generally known to the public; PROVIDED, HOWEVER, that this provision shall not preclude Seller from (i) the use or disclosure of such information which presently is known generally to the public or which subsequently comes into the public domain, other than by way of disclosure in violation of this Agreement or in any other unauthorized fashion, or (ii) disclosure of such information required by law or court order, provided that prior to such disclosure required by law or court order Seller will give Buyer three business days' written notice (or, if disclosure is required to be made in less than three business days, then such notice shall be given as promptly as practicable after determination that disclosure may be required) of the nature of the law or order requiring disclosure and the disclosure to be made in accordance therewith.

Nondisclosure; Noncompetition. (a) Seller agrees and Principal Stockholders agree not to use or disclose at any time after consummation of the transactions contemplated hereby, except with the prior written consent of an officer authorized to act in the matter by the Board of Directors of Buyer, any trade secrets, proprietary information or other information relating to the Business that Buyer considers confidential relating to suppliers, operations, marketing, cost and pricing data, master files or customer lists utilized by Seller prior to the Closing or by Buyer or any of its affiliates (the "Buyer Group"), or the skills, abilities and compensation of the Buyer Group's employees, and all other similar information material to the conduct of the Buyer Group's business, which is not presently generally known to the public; PROVIDED, HOWEVER, that this provision shall not preclude Seller or Principal Stockholders from (i) the use or disclosure of such information which presently is known generally to the public or which subsequently comes into the public domain, other than by way of disclosure in violation of this Agreement or in any other unauthorized fashion, or (ii) disclosure of such information required by law or court order, provided that prior to such disclosure required by law or court order Seller or Principal Stockholders will give Buyer three business days' written notice (or, if disclosure is required to be made in less than three business days, then such notice shall be given as promptly as practicable after determination that disclosure may be required) of the nature of the law or order requiring disclosure and the disclosure to be made in accordance therewith.

Nondisclosure; Noncompetition. (a) Seller agrees Sellers agree not to use or disclose at any time after consummation of the transactions contemplated hereby, except with the prior written consent of an officer authorized to act in the matter by the Board of Directors of Buyer, any trade secrets, proprietary information information, or other information that the Company or Buyer consider confidential with respect to the oral care products business, including without limitation information relating to the Business that Buyer considers confidential relating to formulas, designs, processes, suppliers, machines, compositions, improvements, inventions, operations, manufacturing, processing, marketing, distributing, selling, cost and pricing data, master files or customer lists utilized by Seller prior to the Closing Company or by Buyer or any of its their respective subsidiaries or affiliates (collectively, including the Company, the "Buyer Group"), or the skills, abilities and compensation of the Buyer Group's employees, and all other similar information material to the conduct of the Buyer Group's business, which is not presently generally known to the publicpublic and which is or was obtained or acquired by such Seller while in the employ of, or while a stockholder of, the Company; PROVIDEDprovided, HOWEVERhowever, that this provision shall not preclude such Seller from (i) the use or disclosure of such information which presently is known generally to the public or which subsequently comes into the public domain, other than by way of disclosure in violation of this Agreement or in any other unauthorized fashion, or (ii) disclosure of such information required by law or court order, provided that prior to such disclosure required by law or court order Seller the undersigned will give Buyer the Company three business days' written notice (or, if disclosure is required to be made in less than three business days, then such notice shall be given as promptly as practicable after determination that disclosure may be required) of the nature of the law or order requiring disclosure and the disclosure to be made in accordance therewith.

Nondisclosure; Noncompetition. (a) The Seller agrees not to use or disclose in the territory of the United States at any time after consummation of the transactions contemplated hereby, except with the prior written consent of an officer authorized to act in the matter by the Board of Directors of the Buyer, any trade secrets, proprietary information or other information including printed material, signage or electronic media, relating to the SES Business that the Buyer considers confidential relating to suppliers, operations, marketing, cost and pricing data, master files or customer lists utilized by the Seller prior to the Closing or by the Buyer or any of its affiliates Affiliates (the "“Buyer Group"”), or the skills, abilities and compensation of the Buyer Group's ’s employees, and all other similar information material to the conduct of the Buyer Group's ’s business, which is not presently generally known to the public; PROVIDEDprovided, HOWEVERhowever, that this provision shall not preclude Seller from (i) preclude the Seller from the use or disclosure of such information which presently is known generally to the public or which subsequently comes into the public domain, other than by way of disclosure in violation of this Agreement or in any other unauthorized fashion, or (ii) preclude the Seller from disclosure of such information required by law or court order, provided that prior to such disclosure required by law or court order the Seller will give the Buyer three business days' ’ written notice (or, if disclosure is required to be made in less than three business days, then such notice shall be given as promptly as practicable after determination that disclosure may be required) of the nature of the law or order requiring disclosure and the disclosure to be made in accordance therewith, or (iii) apply with respect to such trade secrets, proprietary information or such other information described above to the extent such information is currently used by the Seller in the ordinary course of other businesses provided that with respect to subparagraph (iii) such disclosure does not materially adversely affect the SES Business.

Nondisclosure; Noncompetition. (a) Seller agrees and Shareholders agree not to use or disclose at any time after consummation of the transactions contemplated hereby, except with the prior written consent of an officer authorized to act in the matter by the Board of Directors of Buyer, any trade secrets, proprietary information or other information relating to the Business that Buyer considers confidential relating to designs, suppliers, inventions, operations, marketing, cost and pricing data, master files or customer lists utilized by Seller prior to the Closing or by Buyer or any of its affiliates (the "“Buyer Group"”), or the skills, abilities and compensation of the Buyer Group's ’s employees, and all other similar information material to the conduct of the Buyer Group's ’s business, which is not presently generally known to the public; PROVIDEDprovided, HOWEVERhowever, that this provision shall not preclude Seller and Shareholders from (i) the use or disclosure of such information (other than customer and supplier lists) which presently is known generally to the public or which subsequently comes into the public domain, other than by way of disclosure in violation of this Agreement or in any other unauthorized fashion, or (ii) disclosure of such information required by law or court order, provided that prior to such disclosure required by law or court order Seller will give Buyer three business days' ’ written notice (or, if disclosure is required to be made in less than three business days, then such notice shall be given as promptly as practicable after determination that disclosure may be required) of the nature of the law or order requiring disclosure and the disclosure to be made in accordance therewith.

Nondisclosure; Noncompetition. (a) Seller agrees and Shareholders agree not to use or disclose at any time after consummation of the transactions contemplated hereby, except with the prior written consent of an officer authorized to act in the matter by the Board of Directors of Buyer, any trade secrets, proprietary information or other information relating to the Business that Buyer considers confidential relating to designs, suppliers, inventions, operations, marketing, cost and pricing data, master files or customer lists utilized by Seller prior to the Closing or by Buyer or any of its affiliates (the "“Buyer Group"”), or the skills, abilities and compensation of the Buyer Group's ’s employees, and all other similar information material to the conduct of the Buyer Group's ’s business, which is not presently generally known to the public; PROVIDEDprovided, HOWEVERhowever, that this provision shall not preclude Seller or any of the Shareholders from (i) the use or disclosure of such information which presently is known generally to the public or which subsequently comes into the public domain, other than by way of disclosure in violation of this Agreement or in any other unauthorized fashion, or (ii) disclosure of such information required by law or court order, provided that prior to such disclosure required by law or court order Seller or Shareholders, as the case may be, will give Buyer three business days' ’ written notice (or, if disclosure is required to be made in less than three business days, then such notice shall be given as promptly as practicable after determination that disclosure may be required) of the nature of the law or order requiring disclosure and the disclosure to be made in accordance therewith.