Common use of Preservation of Confidentiality Clause in Contracts

Preservation of Confidentiality. In connection with the negotiation of this Agreement and the other Transaction Documents, the preparation for the consummation of the Transactions, and the performance of its obligations hereunder, each of the Parent and the Acquiror acknowledges that it will have access to confidential and proprietary information relating to the Target, and each of the Shareholders acknowledges that he or she will have access to confidential information relating to the Parent and the Acquiror and their respective Affiliates, in each case, including 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 Shareholders and the Target or the Parent and the Acquiror, 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, (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. In addition, the obligations under this Section 12.9 shall not apply to the Parent or the Acquiror with respect to Confidential Information which is acquired by them as a result of the consummation of the Transactions.

Preservation of Confidentiality. In connection with the negotiation of this Agreement and the other Transaction DocumentsAgreement, the preparation for the consummation of the Transactionstransactions contemplated hereby, and the performance of its obligations hereunder, each of the Parent and the Acquiror Buyer acknowledges that it will have access to confidential and proprietary information relating to the Target, and each of the Shareholders acknowledges that he or she will have access to confidential information relating to the Parent Sellers and the Acquiror Target and their respective Affiliatesits Subsidiaries and the Sellers acknowledge that they will have access to confidential information relating to the Buyer and its affiliates, in each case, including 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 Shareholders Sellers and the Target and its Subsidiaries or the Parent and the AcquirorBuyer, 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. In addition, the obligations under this Section 12.9 shall not apply to the Parent or the Acquiror with respect to Confidential Information which is acquired by them as a result of the consummation of the Transactions.

Preservation of Confidentiality. In connection with the negotiation of this Agreement and the other Transaction DocumentsAgreement, the preparation for the consummation of the Transactions, and the performance of its obligations hereunder, each of the Parent and the Acquiror Buyer acknowledges that it will have access to confidential and proprietary information relating to Stockholder and the Target, Company and each of the Shareholders Stockholder acknowledges that he or she it will have access to confidential information relating to the Parent Buyer and the Acquiror and their respective its Affiliates, in each case, including technical, manufacturing customer 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 Shareholders Stockholder and the Target Company or the Parent and the AcquirorBuyer, 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 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. In addition, the obligations under this Section 12.9 shall not apply to the Parent or the Acquiror with respect to Confidential Information which is acquired by them as a result of the consummation of the Transactions.

Preservation of Confidentiality. In connection with the negotiation of this Agreement and the other Transaction DocumentsAgreement, the preparation for the consummation of the Transactionstransactions contemplated hereby, and the performance of its obligations hereunder, each of the Parent Buyer Parties and the Acquiror Seller Parties (a “receiving party”) acknowledges that it will have access to confidential and proprietary information relating to the Target, and each of the Shareholders acknowledges that he or she will have access to confidential information relating to the Parent and Seller Parties or the Acquiror and their respective AffiliatesBuyer Parties, in each caserespectively (a “disclosing party”), including without limitation 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 Shareholders and the Target disclosing party or the Parent and the Acquiror, 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 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. In addition, the obligations under this Section 12.9 shall not apply to the Parent or the Acquiror with respect to Confidential Information which is acquired by them as a result of the consummation of the Transactions.

Preservation of Confidentiality. In connection with the negotiation of this Agreement and the other Transaction DocumentsAgreement, the preparation for the consummation of the Transactionstransactions contemplated hereby, and the performance of its obligations hereunder, each of the Parent Buyer Parties and the Acquiror Seller Parties (a “receiving party”) acknowledges that it will have access to confidential and proprietary information relating to the Target, and each of the Shareholders acknowledges that he or she will have access to confidential information relating to the Parent and Seller Parties or the Acquiror and their respective AffiliatesBuyer Parties, in each caserespectively (a “disclosing party”), including 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 Shareholders and the Target disclosing party or the Parent and the Acquiror, 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 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. In addition, the obligations under this Section 12.9 shall not apply to the Parent or the Acquiror with respect to Confidential Information which is acquired by them as a result of the consummation of the Transactions.

Preservation of Confidentiality. In connection with the negotiation of ------------------------------- this Agreement and the other Transaction DocumentsAgreement, the preparation for the consummation of the Transactionstransactions contemplated hereby, and the performance of its obligations hereunder, each of the Parent and the Acquiror party acknowledges that it will have access to confidential and proprietary information (such party being the "Recipient") relating to the Target, and each of other party (such other party being the Shareholders acknowledges that he or she will have access to confidential information relating to the Parent and the Acquiror and their respective Affiliates, in each case--------- "Provider"), including 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 Shareholders and the Target Provider or the Parent and the Acquiror, 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 party Recipient 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 Recipient or its Representatives, (ii) was within such partyRecipient's possession prior to its being furnished to such party Recipient by or on behalf of the other party Provider in connection with the Transactionstransactions contemplated hereby, provided that the source of such information was not known by Recipient to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to Provider or any other Person with respect to such information or (iii) becomes available to such party Recipient on a non-confidential basis from a source other than the other party Provider 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 Provider or any other Person with respect to such information. In addition, the obligations under this Section 12.9 shall not apply to the Parent or the Acquiror with respect to Confidential Information which is acquired by them as a result of the consummation of the Transactions.