Common use of Seller Confidential Information Clause in Contracts

Seller Confidential Information. For purposes of this Agreement, "Confidential Information" means all copies of financial information, marketing and sales information, pricing, marketing plans, business plans, financial and business projections, manufacturing processes and procedures, formulae, methodologies, inventions, product designs, product specifications, customer lists, customer data, drawings, and other confidential and/or proprietary information. All Confidential Information of Seller disclosed to Buyer in the course of negotiating or performing the transactions contemplated by this Agreement ("Seller Confidential Information") will be held in confidence and not used or disclosed by Buyer until the expiration of five (5) years after the Closing Date, except for Confidential Information that constitutes source code, customer lists or trade secrets which will be held in confidence and not used or disclosed by Buyer in perpetuity. All Seller Confidential Information not included in the Business Assets will be promptly destroyed by Buyer or returned to Seller upon Seller's written request to Buyer; provided, however, that from and after the Closing, Seller Confidential Information shall not include any information or assets included in the Purchased Assets. Buyer's employees, affiliates and stockholders will not be given access to Seller's Confidential Information except on a "need to know" basis. Buyer shall take reasonable precautions to protect the Seller Confidential Information from disclosure, including such measures as Buyer takes with respect to its own confidential information. It is agreed that Seller Confidential Information will not include any information that: (a) Buyer can demonstrate was known to Buyer prior to receipt of such information from Seller; (b) is disclosed to Buyer by a third party having the legal right to disclose such information and who owes no obligation of confidence to Seller; (c) is now, or later becomes part of the general public or industry knowledge, other than as a result of a breach of this Agreement by Buyer; or (d) Buyer can demonstrate was independently developed by Buyer without the use of any Seller Confidential Information. The standard of proof for the determination of the existence of the breach of any obligations contained in this Section 8.1 shall be "clear and convincing evidence," and not "preponderance of the evidence."

Seller Confidential Information. For purposes Buyer will keep confidential, except as may be approved in writing by Seller, or as may be necessary for the proper discharge by Buyer of its duties under this Agreement, or as may be necessary to be disclosed to taxing authorities and accountants preparing Buyer’s tax reports and filings or as may be necessary pursuant to the Buyer’s obligations under applicable federal or state securities laws or as may be necessary to respond to legal process, (i) the terms and provisions of this Agreement, "Confidential Information" means (ii) any and all copies information received by or in the possession of financial Buyer relating to Seller’s business which is either non-public, confidential or proprietary (including but not limited to customer lists and customer information), marketing or (iii) any and sales informationall analyses, pricingcompilations, marketing plans, business plans, financial and business projections, manufacturing processes and procedures, formulae, methodologies, inventions, product designs, product specifications, customer lists, customer data, drawings, and studies or other confidential and/or proprietary information. All Confidential Information of documents prepared by or for Buyer or Seller disclosed or relating to Buyer in the course of negotiating or performing Acquired Assets (the transactions contemplated by this Agreement ("“Seller Confidential Information") will be held in confidence ”, and not used or disclosed by together with the Buyer until Confidential Information, the expiration of five (5) years after “Confidential Information”). Notwithstanding the Closing Dateforegoing, except for Confidential Information that constitutes source codesubject to applicable law, customer lists or trade secrets which will be held in confidence Buyer may also use and not used or disclosed by Buyer in perpetuity. All disclose Seller Confidential Information not included to third parties for the financing, repair, operation and maintenance of the Acquired Assets and in addition, Buyer may disclose Seller Confidential Information to prospective purchasers of, and/or parties providing financing with respect to, the Business Assets will be promptly destroyed by Buyer or returned to Seller upon Seller's written request to BuyerAcquired Assets; provided, however, that from and after in each case such disclosures will be subject to the Closing, written agreement of such third party to keep Seller Confidential Information shall confidential, not include disclose the same to any information or assets included in third party without the Purchased Assets. Buyer's employeesprior written consent of the Seller, affiliates and stockholders will not be given access to Seller's Confidential Information except on a "need to know" basis. Buyer shall take reasonable precautions to protect the use any Seller Confidential Information from disclosure, including such measures as Buyer takes with respect to its own confidential information. It is agreed that Seller Confidential Information will not include for any information that: (a) Buyer can demonstrate was known to Buyer prior to receipt of such information from Seller; (b) is disclosed to Buyer by a third party having the legal right to disclose such information and who owes no obligation of confidence to Seller; (c) is now, or later becomes part of the general public or industry knowledge, purposes other than as a result of a breach of this Agreement by Buyer; or (d) Buyer can demonstrate was independently developed by Buyer without the use of any Seller Confidential Information. The standard of proof for the determination of the existence of the breach of any obligations contained those included in this Section 8.1 shall 7.2. Such confidentiality agreements will be "clear in writing and convincing evidence," governed by terms and not "preponderance of the evidenceconditions substantially similar to those in this Agreement."

Seller Confidential Information. For the purposes of this Agreement, "Confidential InformationCONFIDENTIAL INFORMATION" means all copies of financial information, marketing and sales information, pricing, marketing plans, business plans, financial and business projections, manufacturing processes and procedures, formulae, methodologies, inventions, product designs, product specifications, source code, customer lists, customer data, drawings, and other confidential and/or proprietary information. All Confidential Information information of Seller disclosed to Buyer in the course of negotiating or performing the transactions transaction contemplated by this Agreement ("Seller Confidential InformationSELLER CONFIDENTIAL INFORMATION") will be held in confidence and not used or disclosed by Buyer until the expiration of five (5) years after the Closing Date, except for Confidential Information that constitutes source code, customer lists or trade secrets which will be held in confidence Date and not used or disclosed by Buyer in perpetuity. All Seller Confidential Information not included in the Business Assets will be promptly destroyed by Buyer or returned to Seller upon Seller's written request to Buyer; provided, however, that from and after the Closing, Seller Confidential Information shall not include any information or assets included in or related to the Purchased Assets. Buyer's employees, affiliates and stockholders shareholders will not be given access to Seller's Seller Confidential Information except on a "need to know" basis. Buyer shall take reasonable precautions to protect the Seller Confidential Information from disclosure, including such measures as Buyer takes take with respect to its their own confidential information. It is agreed that Seller Confidential Information will not include any information that: (a) (with respect to information received from Seller) Buyer can demonstrate was known to Buyer Buyer, as the case may be, prior to receipt of such information from Seller; (b) is disclosed to Buyer by a third party having the legal right to disclose such information and who owes no obligation of confidence to the Seller; (c) is now, or later becomes part of the general public or industry knowledge, other than as a result of a breach of this Agreement by Buyer; or (d) Buyer can demonstrate was independently developed by Buyer without the use of any Seller Confidential Information. The standard of proof for the determination of the existence of the breach of any obligations contained in this Section 8.1 shall be "clear and convincing evidence," and not "preponderance of the evidence."

Seller Confidential Information. For purposes of this AgreementBuyer covenants and agrees that, "Confidential Information" means all copies of financial information, marketing from and sales information, pricing, marketing plans, business plans, financial and business projections, manufacturing processes and procedures, formulae, methodologies, inventions, product designs, product specifications, customer lists, customer data, drawings, and other confidential and/or proprietary information. All Confidential Information of Seller disclosed to Buyer in the course of negotiating or performing the transactions contemplated by this Agreement ("Seller Confidential Information") will be held in confidence and not used or disclosed by Buyer until the expiration of five (5) years after the Closing Date, except for Confidential Information that constitutes source code, customer lists Buyer shall not disclose or trade secrets which will be held in confidence and not used or disclosed by Buyer in perpetuity. All use any Seller Confidential Information not included in the Business Assets will be promptly destroyed by Buyer or returned to Seller upon Seller's written request to BuyerInformation; provided, however, that from (a) Buyer may disclose and after the Closing, use Seller Confidential Information in order to enforce its rights and perform its obligations under this Agreement and (b) Buyer may disclose Seller Confidential Information to (i) its Representatives who legitimately need to know such Seller Confidential Information and who agree to keep such Seller Confidential Information confidential and are made aware of Buyer’s obligations of confidentiality under this Agreement and (ii) the extent requested by a Governmental Authority or required by applicable Law (in which case Buyer shall, to the extent reasonably practicable and legally permissible, provide Seller with advance notice of such disclosure, shall use commercially reasonable efforts to resist such disclosure, and, at the request of Seller, shall reasonably cooperate with Seller, at Seller’s sole cost and expense, to limit or prevent such disclosure). Buyer agrees that it shall be responsible for and shall indemnify Seller for any breach of this Section 6.12 by its Representatives. For purposes of this Section 6.12, “Seller Confidential Information” means all information on the date of this Agreement belonging to, used by, or which is in the possession of, Seller or its Affiliates relating to Seller’s or its Affiliates’ businesses or assets to the extent such information is not generally available to the public. Seller Confidential Information does not include any information or assets included in the Purchased Assets. Buyer's employees, affiliates and stockholders will not be given access to Seller's Confidential Information except on a "need to know" basis. Buyer shall take reasonable precautions to protect the Seller Confidential Information from disclosure, including such measures as Buyer takes with respect to its own confidential information. It is agreed that Seller Confidential Information will not include any information that: (a) Buyer can demonstrate was known to Buyer prior to receipt of such information from Seller; (b) is disclosed to Buyer by a third party having the legal right to disclose such information and who owes no obligation of confidence to Seller; (c) is now, or later becomes part of the general public or industry knowledge, other than as a result of a publicly available without breach of this Agreement by Buyer; Buyer or (d) its Representatives. Buyer can demonstrate was independently developed by Buyer without acknowledges that all of the use of any Seller Confidential Information. The standard Information is, and after the Closing will continue to be, the exclusive proprietary property of proof for Seller and its Affiliates, whether or not prepared in whole or in part by the determination Company or the Operating Company and whether or not disclosed to or entrusted to the custody of the existence of Company or the breach of any obligations contained in this Section 8.1 shall be "clear and convincing evidence," and not "preponderance of the evidenceOperating Company."

Seller Confidential Information. For Subject to Section 3.3, the Seller may from time to time furnish the Purchaser with information that it clearly marks as confidential or proprietary; further, the Purchaser acknowledges that the Licensed Patents (other than patents and patent applications that are publicly available) and Licensed Non-Patent IP embody or contain valuable trade secrets and other confidential and proprietary information of the Seller (such furnished information along with the Licensed Patents and Licensed Non-Patent IP are collectively “Seller Confidential Information”). During the Confidentiality Period, the Purchaser will not use any Seller Confidential Information for any purpose not expressly permitted by this Agreement, and will disclose the Seller Confidential Information only to its employees and permitted sublicensees who have a need to know such Seller Confidential Information for purposes of this AgreementAgreement and who are under a duty of confidentiality no less restrictive than the Purchaser’s duty hereunder. Notwithstanding the foregoing, "Confidential Information" means all copies of financial information, marketing and sales information, pricing, marketing plans, business plans, financial and business projections, manufacturing processes and procedures, formulae, methodologies, inventions, product designs, product specifications, customer lists, customer data, drawings, and other confidential and/or proprietary information. All Confidential Information of Seller disclosed to Buyer in the course of negotiating or performing Purchaser may disclose the transactions contemplated by this Agreement ("Seller Confidential Information") will be held in confidence and not used or disclosed by Buyer until the expiration of five (5) years after the Closing Date, except for Confidential Information that constitutes source code, customer lists or trade secrets which will be held in confidence and not used or disclosed by Buyer in perpetuity. All Seller Confidential Information not included in to authorized sublicensees that are distributors and customers of the Business Assets Purchaser Products solely to the extent that such disclosure is reasonably necessary to facilitate the use and operation of the Purchaser Products by such distributors and customers. During the Confidentiality Period, the Purchaser will be promptly destroyed by Buyer or returned to Seller upon Seller's written request to Buyer; provided, however, that from and after the Closing, Seller Confidential Information shall not include any information or assets included in the Purchased Assets. Buyer's employees, affiliates and stockholders will not be given access to Seller's Confidential Information except on a "need to know" basis. Buyer shall take reasonable precautions to protect the Seller Confidential Information from disclosureunauthorized use, including such measures access, or disclosure in the same manner as Buyer takes with respect to the Purchaser protects its own confidential information. It is agreed that Seller Confidential Information will not include any or proprietary information that: (a) Buyer can demonstrate was known to Buyer prior to receipt of such information from Seller; (b) is disclosed to Buyer by a third party having the legal right to disclose such information and who owes no obligation of confidence to Seller; (c) is now, or later becomes part of the general public or industry knowledge, other than as a result of a breach of this Agreement by Buyer; or (d) Buyer can demonstrate was independently developed by Buyer without the use of any Seller Confidential Information. The standard of proof for the determination of the existence of the breach of any obligations contained in this Section 8.1 shall be "clear similar nature and convincing evidence," and not "preponderance of the evidencewith no less than reasonable care."

Seller Confidential Information. For purposes Buyer and its Affiliates will treat and hold as confidential all of the Seller Confidential Information, refrain from using any of the Seller Confidential Information except in connection with this Agreement, "Confidential Information" means and deliver promptly to Seller or destroy, at the request and option of Seller, all copies tangible embodiments (and all copies) of financial information, marketing and sales information, pricing, marketing plans, business plans, financial and business projections, manufacturing processes and procedures, formulae, methodologies, inventions, product designs, product specifications, customer lists, customer data, drawings, and other confidential and/or proprietary information. All the Seller Confidential Information of Seller disclosed which are in its possession. In the event that Buyer or its Affiliate is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to Buyer in the course of negotiating or performing the transactions contemplated by this Agreement ("disclose any Seller Confidential Information") , Buyer or the Affiliate, as the case may be, will be held notify Seller promptly of the request or requirement so that Seller may seek an appropriate protective order or waive compliance with the provisions of this Section 5.5. If, in confidence and not used the absence of a protective order or disclosed by the receipt of a waiver hereunder, Buyer until or the expiration Affiliate, as the case may be, is, on the advice of five (5) years after the Closing Datecounsel, except for Confidential Information that constitutes source code, customer lists or trade secrets which will be held in confidence and not used or disclosed by Buyer in perpetuity. All compelled to disclose any Seller Confidential Information not included in the Business Assets will be promptly destroyed by to any tribunal or governmental agency or else stand liable for contempt, Buyer or returned the Affiliate, as the case may be, may disclose the Seller Confidential Information to Seller upon Seller's written request to Buyerthe tribunal or governmental agency; provided, however, that from Buyer or the Affiliate, as the case may be, shall use commercially reasonable efforts to obtain, at the request and after the Closingexpense of Seller, Seller Confidential Information shall not include any information an order or assets included in the Purchased Assets. Buyer's employees, affiliates and stockholders other assurance that confidential treatment will not be given access accorded to Seller's Confidential Information except on a "need to know" basis. Buyer shall take reasonable precautions to protect such portion of the Seller Confidential Information from disclosure, including such measures required to be disclosed as Buyer takes with respect to its own confidential information. It is agreed that Seller Confidential Information will not include any information that: (a) Buyer can demonstrate was known to Buyer prior to receipt of such information from Seller; (b) is disclosed to Buyer by a third party having the legal right to disclose such information and who owes no obligation of confidence to Seller; (c) is now, or later becomes part of the general public or industry knowledge, other than as a result of a breach of this Agreement by Buyer; or (d) Buyer can demonstrate was independently developed by Buyer without the use of any Seller Confidential Information. The standard of proof for the determination of the existence of the breach of any obligations contained in this Section 8.1 shall be "clear and convincing evidence," and not "preponderance of the evidencedesignate."

Seller Confidential Information. For purposes Buyer shall regard as confidential and proprietary all of this Agreement, "Confidential Information" means all copies of financial information, marketing and sales information, pricing, marketing plans, business plans, financial and business projections, manufacturing processes and procedures, formulae, methodologies, inventions, product designs, product specifications, customer lists, customer data, drawings, and other confidential and/or proprietary information. All Confidential Information the information of Seller disclosed communicated to Buyer it by Seller and all of the information Seller become aware of or obtain access to (including in the course connection with audit and in connection with inspection of negotiating or performing the transactions contemplated by and access to Seller’s facility) in connection with this Agreement ("which information shall at all times be the property of Seller) (“Seller Confidential Information"”). Buyer shall not, without Seller’s prior written consent, at any time: (i) will be held use Seller Confidential Information for any purpose other than in confidence and not used connection with the performance of its obligations under this Agreement or disclosed by the Transition Services Agreement or (ii) disclose any portion of Seller Confidential Information to third parties, excluding Buyer’s agents or subcontractors which are directly performing services for Buyer until in connection with this Agreement or the Transition Services Agreement. Buyer shall promptly at the termination or expiration of five this Agreement return to Seller all Seller Confidential Information which is in written or tangible form (5) years after including all copies, summaries and notes of the Closing Datecontents thereof). Notwithstanding the foregoing, except for Buyer’s obligations pursuant to this Section 11.2 shall not apply to Seller Confidential Information that constitutes source code, customer lists or trade secrets which will be held in confidence and not used or disclosed by Buyer in perpetuity. All Seller Confidential Information not included in (i) at the Business Assets will be promptly destroyed by Buyer or returned to Seller upon Seller's written request to Buyer; provided, however, that from and after the Closing, Seller Confidential Information shall not include any information or assets included in the Purchased Assets. Buyer's employees, affiliates and stockholders will not be given access to Seller's Confidential Information except on a "need to know" basis. Buyer shall take reasonable precautions to protect the Seller Confidential Information from time of disclosure, including such measures is, or after disclosure becomes part of, the public domain other than as Buyer takes with respect to a consequence of Buyer’s or its own confidential information. It is agreed that Seller Confidential Information will not include any information that: agents or subcontractors breach of this Section 11.2, (aii) Buyer can demonstrate was without restriction and known or otherwise available to Buyer prior to receipt of such information from the disclosure by Seller; , (biii) is disclosed to Buyer by a third party having to Buyer after the legal right to disclose disclosure by Seller, if such information and who owes no third party’s disclosure neither violates any obligation of confidence the third party to Seller; (c) Seller nor is now, or later becomes part a consequence of the general public or industry knowledge, other than as a result of a Buyer’s breach of this Agreement Section 11.2 or its agents or subcontractors breach of any confidentiality obligation owed to Buyer, (iv) is authorized by Buyer; Seller in writing for release, or (dv) Buyer can demonstrate was is independently developed by Buyer without the use of any reference to Seller Confidential Information. The standard of proof for the determination of the existence of the breach of any obligations contained in this Section 8.1 shall be "clear and convincing evidence," and not "preponderance of the evidence."