Common use of Restrictions on Client Clause in Contracts

Restrictions on Client. Client agrees that any advice or communication, written or oral, provided by Consultant pursuant to this Agreement will be treated by Client as confidential, will be solely for the information and assistance of Client in connection with its consideration of a Transaction and will not be used, circulated, quoted or otherwise referred to for any other purpose, nor will it be filed with, included in or referred to, in whole or in part, in any registration statement, proxy statement or any other communication, whether written or oral, prepared, issued or transmitted by Client or any affiliate, director, officer, employee, agent or representative of any thereof, without, in each instance, Consultant’s prior written consent. Client further agrees that it will not disclose the identity of Consultant, the existence of this Agreement or the engagement created hereby or Consultant’s role with respect to any Transaction without the prior written consent of Consultant, other than as may be required by applicable law or regulations, including any requirements imposed under the Securities Act or the Exchange Act; provided, that in the event such disclosure is required under applicable law or regulation, Client shall notify Consultant and provide Consultant with an opportunity to review and provide comments with respect to such proposed disclosure not less than two (2) business days prior to making such disclosure; provided, further, that if Consultant fails to respond to Client within two (2) business days of receipt of such proposed disclosure, Consultant shall be deemed to have consented to such proposed disclosure and waived its right to review and provided comments with respect to such disclosure.