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 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 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 its evaluation of the desirability of entering into a transaction with the Company, the review of offering materials negotiation of this Agreement, the preparation for the consummation of the Transactionstransactions contemplated hereby, and the performance of obligations hereunder, (collectively, the Purchaser "Purposes"), each of the Acquisition Companies acknowledges that it will have access to confidential has had and proprietary information relating to the Subject Companies and the Sellers acknowledge that they will have access to confidential information relating to the Purchaser and its Affiliates, in each caseCompany or the Principals, including technical without limitation, financial information, technical, manufacturing or marketing information, ideas, methods, developments, inventions, improvements, business plans, trade secrets, scientific or statistical data, Intellectual Property, diagrams, drawings, specifications drawings 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 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 confidential information ("Confidential Information"). The term shall be deemed "Confidential Information" does for purposes of this Agreement. Notwithstanding anything to the contrary herein contained, nevertheless, "Confidential Information" shall not include information received by one party in connection with the 64 66 Transactions which (i) at the time of disclosure to a party is or becomes generally available to the public other than as or thereafter becomes available through a result cause not constituting a breach of a disclosure by such party this Agreement or its Representativesthis Article XII, (ii) was within such at the time of disclosure to a party is already in that party's possession prior to its being furnished to possession, as can be documented by written records in existence at the time of such party by disclosure or on behalf of the other party in connection with the Transactionsotherwise substantiated, provided that such information is not subject to another confidentiality agreement with, or other legal obligation of secrecy or confidentiality to, the source provider of such information was not known by such party to be bound by a confidentiality agreement with or other contractualinformation, 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 a party on a non-confidential nonconfidential basis from a source person other than the other party or any provider of their respective Representativesthe information, provided that so long as such source is not bound by otherwise subject to a confidentiality agreement with with, or other contractual, legal or fiduciary obligation of secrecy or confidentiality to to, the other party provider of the information, or any other Person with respect to such information(iv) is independently developed by a party.

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 Companies and the Sellers acknowledge that they will have access to confidential information relating to the Purchaser and its Affiliates, in each caseSeller, 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, which confidential information, together with all analyses, compilations, studies or other documents, records or data prepared by the Sellers and the Subject Companies 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 shall be deemed "Confidential Information" does for purposes of this Agreement. Notwithstanding anything to the contrary herein contained, nevertheless, "Confidential Information" shall not include information received by one party in connection with the 64 66 Transactions which (i) at the time of disclosure to a party is or becomes generally available to the public other than as a result of a disclosure by such party or its Representativespublic, (ii) was within such at the time of disclosure to a party is already in that party's possession prior to its being furnished to such party by or on behalf of the other party in connection with the Transactionspossession, provided that such information is not subject to another confidentiality agreement with, or other legal obligation of secrecy or confidentiality to, the source provider of such information was not known by such party to be bound by a confidentiality agreement with or other contractualinformation, 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 a party on a non-confidential nonconfidential basis from a source person other than the other party or any provider of their respective Representativesthe information, provided that so long as such source is not bound by otherwise subject to a confidentiality agreement with with, or other contractual, legal or fiduciary obligation of secrecy or confidentiality to to, the other party or any other Person with respect to such provider of the 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 Acquisition acknowledges that it will have access to confidential and proprietary information relating to the Subject Companies and the Sellers acknowledge that they will have access to confidential information relating to the Purchaser and its Affiliates, in each caseCompany, 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, which confidential information, together with all analyses, compilations, studies or other documents, records or data prepared by the Sellers and the Subject Companies Company or the Purchaser, as the case may be, Acquisition or their respective Representatives or Affiliates, which contain or otherwise reflect or are generated from such information ("Confidential Information"). The term shall be deemed "Confidential Information" does for purposes of this Agreement. Notwithstanding anything to the contrary herein contained, nevertheless, "Confidential Information" shall not include information received by one party in connection with the 64 66 Transactions which (i) at the time of disclosure to a party is or becomes generally available to the public other than as a result of a disclosure by such party or its Representativespublic, (ii) was within such at the time of disclosure to a party is already in that party's possession prior to its being furnished to such party by or on behalf of the other party in connection with the Transactionspossession, provided that such information is not subject to another confidentiality agreement with, or other legal obligation of secrecy or confidentiality to, the source provider of such information was not known by such party to be bound by a confidentiality agreement with or other contractualinformation, 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 a party on a non-confidential nonconfidential basis from a source person other than the other party or any provider of their respective Representativesthe information, provided that so long as such source is not bound by otherwise subject to a confidentiality agreement with with, or other contractual, legal or fiduciary obligation of secrecy or confidentiality to to, the other party or any other Person with respect to such provider of the information.