Common use of Prohibited Disclosures Clause in Contracts

Prohibited Disclosures. Neither the Recipient nor their Representatives shall divulge, disclose, or communicate in any fashion, form, or manner, either directly or indirectly, to any person, firm, partnership, corporation, or other entity, in any manner whatsoever, or use for any purpose or reason other than to evaluate, negotiate or carry out the Possible Transaction, any Confidential Information, except to the limited extent such disclosure or use (a) is made to Recipient’s Representatives and is directly related to the Possible Transaction, (b) is expressly consented to in writing by the Company, or (c) is required by a court of competent jurisdiction. Notwithstanding the foregoing, in the event that any Recipient or any of its Representatives is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, Recipient shall provide the Company with prompt notice of such request(s) so that the Company may seek an appropriate protective order or other appropriate remedy and/or waive Recipient’s compliance with the provisions of this Agreement in the event that such protective order or other remedy is not obtained, and Recipient or its Representative may furnish that portion (and only that portion) of Confidential Information which, based on the advice of Recipient’s counsel, Recipient or its Representative is legally compelled to disclose, and Recipient will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any Confidential Information so furnished.