Common use of Preservation of Confidentiality Clause in Contracts

Preservation of Confidentiality. In connection with the negotiation of this Agreement, the preparation for the consummation of the Transactions, and the performance of obligations hereunder, the Purchaser acknowledges that it will have access to confidential and proprietary information relating to the Subject Company and the Sellers acknowledge that they will have access to confidential information relating to the Purchaser and its Affiliates, in each case, including technical or marketing information, ideas, methods, developments, inventions, improvements, business plans, trade secrets, scientific or statistical data, diagrams, drawings, specifications or other proprietary information relating thereto, together with all analyses, compilations, studies or other documents, records or data prepared by the Sellers and the Subject Company or the Purchaser, as the case may be, or their respective Representatives or Affiliates, which contain or otherwise reflect or are generated from such information ("Confidential Information"). The term "Confidential Information" does not include information received by one party in connection with the Transactions which (i) is or becomes generally available to the public other than as a result of a disclosure by such party or its Representatives, (ii) was within such party's possession prior to its being furnished to such party by or on behalf of the other party in connection with the Transactions, provided that the source of such information was not known by such party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the other party or any other Person with respect to such information or (iii) becomes available to such party on a non-confidential basis from a source other than the other party or any of their respective Representatives, provided that such source is not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the other party or any other Person with respect to such information.

Preservation of Confidentiality. In connection with the negotiation of this Agreement, the preparation for the consummation of the Transactionstransactions contemplated hereby, and the performance of obligations hereunder, the Purchaser Buyer acknowledges that it will have access to confidential and proprietary information relating to the Subject Company Sellers and the Target and its Subsidiaries and the Sellers acknowledge that they will have access to confidential information relating to the Purchaser Buyer and its Affiliatesaffiliates, in each case, including technical technical, manufacturing or marketing information, ideas, methods, developments, inventions, improvements, business plans, trade secrets, scientific or statistical data, diagrams, drawings, specifications or other proprietary information relating thereto, together with all analyses, compilations, studies or other documents, records or data prepared by the Sellers and the Subject Company Target and its Subsidiaries or the PurchaserBuyer, as the case may be, or their respective Representatives or Affiliatesaffiliates, which contain or otherwise reflect or are generated from such information ("Confidential InformationCONFIDENTIAL INFORMATION"). The term "Confidential InformationCONFIDENTIAL INFORMATION" does not include information received by one party in connection with the Transactions transactions contemplated hereby which (i) is or becomes generally available to the public other than as a result of a disclosure by such party or its Representatives, (ii) was within such party's possession prior to its being furnished to such party by or on behalf of the other party in connection with the Transactionstransactions contemplated hereby, provided that the source of such information was not known by such party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the other party or any other Person with respect to such information or (iii) becomes available to such party on a non-confidential basis from a source other than the other party or any of their respective Representatives, provided that such source is not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the other party or any other Person with respect to such information.

Preservation of Confidentiality. In connection with the negotiation of this Agreement, the preparation for the consummation of the Transactionstransactions contemplated hereby, and the performance of obligations hereunder, the Purchaser Buyer acknowledges that it will have access to confidential and proprietary information relating to the Subject Company Companies and the Target and the Sellers acknowledge that they will have access to confidential information relating to the Purchaser Buyer and its Affiliates, in each case, including technical technical, manufacturing or marketing information, ideas, methods, developments, inventions, improvements, business plans, trade secrets, scientific or statistical data, diagrams, drawings, specifications or other proprietary information relating thereto, together with all analyses, compilations, studies or other documents, records or data prepared by the Sellers and the Subject Company Target or the PurchaserBuyer, as the case may be, or their respective Representatives representatives or Affiliates, which contain or otherwise reflect or are generated from such information ("Confidential InformationCONFIDENTIAL INFORMATION"). The term "Confidential InformationCONFIDENTIAL INFORMATION" does not include information received by one party in connection with the Transactions transactions contemplated hereby which (i) is or becomes generally available to the public other than as a result of a disclosure by such party or its Representativesrepresentatives, (ii) was within such party's possession prior to its being furnished to such party by or on behalf of the other party in connection with the Transactionstransactions contemplated hereby, provided that the source of such information was not known by such party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the other party or any other Person with respect to such information or (iii) becomes available to such party on a non-confidential basis from a source other than the other party or any of their respective Representativesrepresentatives, provided that such source is not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the other party or any other Person with respect to such information.

Preservation of Confidentiality. In connection with the negotiation of this Agreement, the preparation for the consummation of the Transactions, and the performance of obligations hereunder, the Purchaser acknowledges that it will have access to confidential and proprietary information relating to the Subject Company and the Sellers Parent acknowledge that they will have access to confidential information relating to the Purchaser and its AffiliatesCompany, the Company acknowledges that it will have access to confidential information relating to the Purchaser, in each case, including technical technical, manufacturing or marketing information, ideas, methods, developments, inventions, improvements, business plans, trade secrets, scientific or statistical data, diagrams, drawings, specifications or other proprietary information relating thereto, together with all analyses, compilations, studies or other documents, records or data prepared by the Sellers and Company, the Subject Company Purchaser, or the PurchaserParent, as the case may be, or their respective Representatives or Affiliates, which contain or otherwise reflect or are generated from such information ("Confidential Information"). The term "Confidential Information" does not include information received by one party in connection with the Transactions which (i) is or becomes generally available to the public other than as a result of a disclosure by such party or its Representatives, (ii) which such party can demonstrate was within such party's possession prior to its being furnished to such party by or on behalf of the other party in connection with the Transactions, ; provided that the source of such information was not known by such party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the other party or any other Person with respect to such information or (iii) becomes available to such party on a non-confidential basis from a source other than the other party or any of their respective Representatives, ; provided that such source is not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the other party or any other Person with respect to such information.

Preservation of Confidentiality. In connection with the negotiation of this Agreement, the preparation for the consummation of the Transactions, and the performance of obligations hereunder, the Purchaser acknowledges that it will have access to confidential and proprietary information relating to the Subject Company Companies and the Sellers acknowledge that they will have access to confidential information relating to the Purchaser and its Affiliates, in each case, including technical or marketing information, ideas, methods, developments, inventions, improvements, business plans, trade secrets, scientific or statistical data, diagrams, drawings, specifications or other proprietary information relating thereto, together with all analyses, compilations, studies or other documents, records or data prepared by the Sellers and the Subject Company Companies or the Purchaser, as the case may be, or their respective Representatives or Affiliates, which contain or otherwise reflect or are generated from such information ("Confidential Information"). The term "Confidential Information" does not include information received by one party in connection with the 64 66 Transactions which (i) is or becomes generally available to the public other than as a result of a disclosure by such party or its Representatives, (ii) was within such party's possession prior to its being furnished to such party by or on behalf of the other party in connection with the Transactions, provided that the source of such information was not known by such party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the other party or any other Person with respect to such information or (iii) becomes available to such party on a non-confidential basis from a source other than the other party or any of their respective Representatives, provided that such source is not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the other party or any other Person with respect to such information.

Preservation of Confidentiality. In connection with the negotiation of this Agreement, the preparation for the consummation of the Transactionstransactions contemplated hereby, and the performance of obligations hereunder, each of the Purchaser parties hereto acknowledges that it will have access to confidential and proprietary information relating to the Subject Company and the Sellers acknowledge that they will have access to confidential information relating to the Purchaser and its Affiliates, in each caseother party, including technical technical, manufacturing or marketing information, ideas, methods, developments, inventions, improvements, business plans, trade secrets, scientific or statistical data, diagrams, drawings, specifications or other proprietary information relating thereto, together with all analyses, compilations, studies or other documents, records or data prepared by the Sellers and the Subject Company Seller or the Purchaser, as the case may be, Buyer or their respective Representatives or Affiliates, which contain or otherwise reflect or are generated from such information ("Confidential Information"). The term "Confidential Information" does not include information received by one a party in connection with the Transactions transactions contemplated hereby which (i) is or becomes generally available to the public other than as a result of a disclosure by such party or its Representatives, (ii) was within such party's possession prior to its being furnished to such party by or on behalf of the other party in connection with the Transactionstransactions contemplated hereby, provided that the source of such information was not known by such the receiving party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the other party or any other Person with respect to such information or (iii) becomes available to such party on a non-confidential nonconfidential basis from a source other than the other party or any of their respective its Representatives, provided that such source is not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the other party or any other Person with respect to such information.

Preservation of Confidentiality. In connection with the negotiation of this Agreement, the preparation for the consummation of the Transactionstransactions contemplated hereby, and the performance of obligations hereunder, each of the Purchaser Buyer Parties and the Seller Parties (a “receiving party”) acknowledges that it will have access to confidential and proprietary information relating to the Subject Company and the Sellers acknowledge that they will have access to confidential information relating to the Purchaser Seller Parties or the Buyer Parties, respectively (a “disclosing party”), and its Affiliates, in each casethe Business, including technical technical, manufacturing or marketing information, ideas, methods, developments, inventions, improvements, business plans, trade secrets, scientific or statistical data, diagrams, drawings, specifications or other proprietary information relating thereto, together with all analyses, compilations, studies or other documents, records or data prepared by the Sellers and the Subject Company disclosing party or the Purchaser, as the case may be, or their respective its Representatives or Affiliates, which contain or otherwise reflect or are generated from such information ("“Confidential Information"”). The term "“Confidential Information" ” does not include information received by one a receiving party in connection with the Transactions transactions contemplated hereby which (i) is or becomes generally available to the public other than as a result of a disclosure by such a receiving party or its Representatives, (ii) was within such a receiving party's ’s possession prior to its being furnished to such receiving party by or on behalf of the other disclosing party in connection with the Transactionstransactions contemplated hereby, provided that the source of such information was not known by such receiving party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the other disclosing party or any other Person with respect to such information or (iii) becomes available to such receiving party on a non-confidential basis from a source other than the other a disclosing party or any of their its respective Representatives, provided that such source is not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the other disclosing party or any other Person with respect to such information.

Preservation of Confidentiality. In connection with the negotiation of this Agreement, the preparation for the consummation of the Transactions, and the performance of obligations hereunder, the Purchaser Parent acknowledges that it will have access to confidential and proprietary information relating to the Subject Principal Shareholder and the Company and the Sellers acknowledge Principal Shareholder acknowledges that they it will have access to confidential information relating to the Purchaser Parent and its Affiliates, in each case, including technical technical, manufacturing or marketing information, ideas, methods, developments, inventions, improvements, business plans, trade secrets, scientific or statistical data, diagrams, drawings, specifications or other proprietary information relating thereto, together with all analyses, compilations, studies or other documents, records or data prepared by the Sellers Principal Shareholder and the Subject Company or the PurchaserParent, as the case may be, or their respective Representatives or Affiliates, which contain or otherwise reflect or are generated from such information ("“Confidential Information"”). The term "“Confidential Information" ” does not include information received by one party in connection with the Transactions contemplated hereby which (i) is or becomes generally available to the public other than as a result of a disclosure by such party or its Representatives, (ii) was within such party's ’s possession prior to its being furnished to such party by or on behalf of the other party in connection with the TransactionsTransactions contemplated hereby, provided that the source of such information was not known by such party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the other party or any other Person with respect to such information or (iii) becomes available to such party on a non-confidential basis from a source other than the other party or any of their respective its Representatives, provided that such source is not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the other party or any other Person with respect to such information.

Preservation of Confidentiality. In connection with the negotiation of this Agreement, the preparation for the consummation of the Transactions, and the performance of obligations hereunder, CSR and the Purchaser Purchasers acknowledges that it they will have access to confidential and proprietary information relating to the Subject Company Companies and the Sellers acknowledge that they will have access to confidential information relating to the Purchaser CSR and its Affiliates, in each case, including technical or marketing information, ideas, methods, developments, inventions, improvements, business plans, trade secrets, scientific or statistical data, diagrams, drawings, specifications or other proprietary information relating thereto, together with all analyses, compilations, studies or other documents, records or data prepared by the Sellers and the Subject Company Companies or the PurchaserCSR, as the case may be, or their respective Representatives or Affiliates, which contain or otherwise reflect or are generated from such information ("Confidential Information"). The term "Confidential Information" does not include information received by one party in connection with the Transactions which (i) is or becomes generally available to the public other than as a result of a disclosure by such party or its Representatives, (ii) was within such party's possession prior to its being furnished to such party by or on behalf of the other party in connection with the Transactions, provided that the source of such information was not known by such party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the other party or any other Person with respect to such information or (iii) becomes available to such party on a non-confidential basis from a source other than the other party or any of their respective Representatives, provided that such source is not bound 71 73 by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the other party or any other Person with respect to such information.

Preservation of Confidentiality. In connection with the negotiation of this Agreement, the preparation for the consummation of the Transactions, and the performance of obligations hereunder, the Purchaser acknowledges that it will have access to confidential and proprietary information relating to the Subject Company and the Sellers acknowledge that they will have access to confidential information relating to the Purchaser and its Affiliates, in each caseSeller, including technical or marketing information, ideas, methods, developments, inventions, improvements, business plans, trade secrets, scientific or statistical data, diagrams, drawings, specifications or other proprietary information relating thereto, together with all analyses, compilations, studies or other documents, records or data prepared by the Sellers and the Subject Company Seller or the Purchaser, as the case may be, or their respective Representatives or Affiliatesits Representatives, which contain or otherwise reflect or are generated from such information ("Confidential Information"). The term "Confidential Information" does not include information received by one party in connection with the Transactions which (i) is or becomes generally available to the public other than as a result of a disclosure by such party or its Representatives, (ii) was within such party's possession prior to its being furnished to such party by or on behalf of the other party in connection with the Transactions, provided that the source of such information was not known by such party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the other party or any other Person with respect to such information or (iii) becomes available to such party on a non-confidential basis from a source other than the other party or any of their respective Representatives, provided that such source is not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the other party or any other Person with respect to such information.