Participant and Distributor Sample Clauses

Participant and Distributor acknowledge that as a result of the matters provided for in this Participant Joinder Agreement and the Master Agreement, trade secrets and information of a proprietary or confidential nature relating to the business of the parties and their affiliates may be disclosed to and/or developed by the parties including, without limitation, information about trade secrets, agreements, Products, services, goods and equipment, licenses, costs, sales and pricing information, and any other information that may not be known generally or publicly (collectively, “Confidential Information”). The parties acknowledge that such Confidential Information is generally not known in the trade and is of considerable importance to the parties and their affiliates. Each party expressly agrees that during the Term of this Participant Joinder Agreement and thereafter it will hold in confidence and not disclose and not make use of any such Confidential Information, except (a) as required pursuant to this Participant Joinder Agreement and the Master Agreement, (b) for disclosure to its directors, officers, employees, attorneys, advisors or agents who need to review the Confidential Information in connection with the conduct of its business (it being understood that such directors, officers, employees, advisors and agents will be informed of the confidential nature of such information), (c) as required in the course of any litigation or court proceeding involving Distributor and Participant and/or UFPC concerning this Participant Joinder Agreement or the Master Agreement, (d) Participants may discuss such information with another duly licensed Yum! System franchisee, or group or association of Yum! System franchisees who have agreed to confidentiality obligations with respect to MxXxxx’x Confidential Information at least as restrictive as those set forth in this Section and Distributor has approved such disclosure, and (e) for disclosure of information that (i) was or becomes generally available to the public other than as a result of a disclosure by its directors, officers, employees, advisors or agents in breach of this provision, (ii) was available to it on a non-confidential basis prior to disclosure to it pursuant hereto, (iii) is obtained by it on a non-confidential basis from a source other than such persons or their agents, which source is not prohibited from transmitting the information by a confidentiality agreement or other legal or fiduciary obligation, or (iv) has been autho...

Participant and Distributor