Common use of Seller Confidentiality Clause in Contracts

Seller Confidentiality. Until the seven year anniversary of the Closing Date, Seller shall not, and Seller shall cause its partners and Affiliates and its and their respective representatives who receive access to Confidential Information (and, in the case of such Persons that are entities, that have executed separate confidentiality agreements with Buyer in order to receive such access) (“Receiving Parties”) not to, use or disclose to any third party, any Confidential Information; provided, that nothing herein or in the other Transaction Documents shall be construed as precluding, prohibiting, restricting or otherwise limiting the ability of Seller (or its partners or Affiliates or any of its and their respective representatives who, in all cases, are Receiving Parties) to make any disclosures of Confidential Information (a) to the extent required by applicable Law, (b) to provide financial information relating to such Confidential Information that is customarily disclosed to its current or prospective limited partners or investors so long as such information is disclosed pursuant to customary confidentiality agreements, (c) to use Confidential Information to the extent required for regulatory or Tax compliance purposes or (d) in connection with the defense of any claim under this Agreement; provided, further, that Seller shall promptly provide Buyer, to the extent legally permissible, with prior written notice of any such requirement, including so that Buyer may seek a protective order or other appropriate remedy in advance of such disclosure and participate in any proceeding related thereto; provided, further, that no such notice shall be required in the event Seller is requested or required to disclose Confidential Information in the course of routine supervisory examinations or regulatory oversight not targeting the Company, Buyer or the Confidential Information. For purposes of this Agreement, “Confidential Information” consists of all confidential or proprietary information and data related to the business of the Group Companies (including Owned Intellectual Property and any competitively sensitive information relating to the business of the Group Companies existing as of the Closing Date), the Company, Buyer or its Affiliates and all information retrieved or retained pursuant to Section 6.7, in each case, that is not generally available to the public (unless it becomes generally available to the public due to a breach by Seller of this Agreement).

Seller Confidentiality. Until the seven year anniversary of the Closing Date, (a) Each Seller shall not, and Seller shall cause its partners and Affiliates and its and their respective representatives who receive access to Confidential Information (andacknowledges that, in the case course of its ownership of the Acquired Companies, Sellers have become aware of Confidential Information of the Acquired Companies, and that its use of such Persons that are entitiesConfidential Information, or communication of such Confidential Information to third parties, would be detrimental to Buyer. Each of the Sellers covenants that, during the Restricted Period, such Seller shall keep in confidence and not disclose or use such Confidential Information without Buyer’s prior written consent; provided, that have executed separate confidentiality agreements this Section 8.5 shall not prohibit any use or disclosure of any such information: (i) to the extent reasonably required in connection with enforcing any rights or remedies under this Agreement or any Ancillary Agreement or (ii) to the extent reasonably required in connection with the preparation, filing or reporting of Tax Returns, financial statements and other public disclosures which Seller believes in good faith is required by applicable Law. If, during the Restricted Period, any of the Sellers or any of such Seller’s Affiliates are requested or required (as by subpoena, civil investigative demand or similar process) to disclose any such Confidential Information: (1) such Seller will promptly notify Buyer in order to receive such access) (“Receiving Parties”) not to, use or disclose permit Buyer to any third party, any Confidential Information; provided, that nothing herein or in the other Transaction Documents shall be construed as precluding, prohibiting, restricting or otherwise limiting the ability of Seller (or its partners or Affiliates or any of its and their respective representatives who, in all cases, are Receiving Parties) to make any disclosures of Confidential Information (a) to the extent required by applicable Law, (b) to provide financial information relating to such Confidential Information that is customarily disclosed to its current or prospective limited partners or investors so long as such information is disclosed pursuant to customary confidentiality agreements, (c) to use Confidential Information to the extent required for regulatory or Tax compliance purposes or (d) in connection with the defense of any claim under this Agreement; provided, further, that Seller shall promptly provide Buyer, to the extent legally permissible, with prior written notice of any such requirement, including so that Buyer may seek a protective order or take other appropriate remedy in advance of action, (2) such disclosure and Seller will reasonably participate in any proceeding related thereto; providedBuyer’s efforts (at Buyer’s sole cost and expense) to obtain a protective order or other reasonable assurance that confidential treatment will be accorded such Confidential Information and (3) if, further, that no such notice shall be required in the event absence of a protective order, such Seller is requested or its Affiliate reasonably believes (after consultation with Seller’s counsel) they are legally required to disclose such Confidential Information, then such Seller or such Affiliate may disclose to the party compelling disclosure or as it orders only that part of such Confidential Information as is required by Law to be disclosed and will use commercially reasonable efforts to obtain confidential treatment therefor. (b) Each Seller acknowledges that a breach of the covenants contained in this Section 8.5, may cause irreparable damage to Buyer, the course Business and the Acquired Companies, the amount of routine supervisory examinations which may be difficult to ascertain, and that the remedies under Requirements of Law for any such breach may be inadequate and that money damages may not provide an adequate remedy. Accordingly, each Seller agrees, that, in addition to any other remedy which may be available under Requirements of Law or regulatory oversight not targeting the Companyin equity, Buyer and Acquired Companies shall be entitled to seek specific performance and injunctive relief to cease or the Confidential Information. For purposes prevent any breach of this Agreement, “Confidential Information” consists of all confidential or proprietary information and data related to the business of the Group Companies (including Owned Intellectual Property and any competitively sensitive information relating to the business of the Group Companies existing as of the Closing Date), the Company, Buyer or its Affiliates and all information retrieved or retained pursuant to Section 6.7, in each case, that is not generally available to the public (unless it becomes generally available to the public due to a breach by Seller of this Agreement)8.5.

Seller Confidentiality. Until the seven year anniversary of the Closing Date, Seller shall not, and Seller shall cause its partners and Affiliates and its and their respective representatives who receive access to Confidential Information (and, in the case of such Persons that are entities, that have executed separate confidentiality agreements with Buyer in order to receive such access) (“Receiving Parties”) not to, use or disclose to any third party, any Confidential Information; provided, that nothing herein or in the other Transaction Documents shall be construed as precluding, prohibiting, restricting or otherwise limiting the ability of Seller (or its partners or Affiliates or any of its and their respective representatives who, in all cases, are Receiving Parties) to make any disclosures of Confidential Information (a) Seller acknowledges and agrees that the records, books, data and other confidential information which were created by the Companies (other than any such confidential information that was created by either of the Companies for the Seller) and which primarily concern each of the Companies’ respective financial status, products, accounts, client development (including customer and prospect lists), sales activities and procedures, promotional and marketing techniques, plans and strategies, financing, development and expansion plans and credit and financial data concerning customers and suppliers, and which does not primarily relate to Seller’s business, are considered by Purchaser to be confidential and are valuable, special and unique assets of each of the extent required by applicable LawCompanies, as appropriate, access to and knowledge of which are essential to preserve the goodwill and going business value of the Companies for the benefit of Purchaser and Purchaser’s Affiliates. In recognition of the highly competitive nature of the industry in which the Companies’ business will be conducted, Seller further agrees that all knowledge and information described in the preceding sentence not in the public domain (b) to provide financial information relating to unless such Confidential Information that is customarily disclosed to its current or prospective limited partners or investors so long as such knowledge and information is disclosed pursuant to customary confidentiality agreements, (c) to use Confidential Information to the extent required for regulatory or Tax compliance purposes or (d) in connection with the defense of any claim under this Agreement; provided, further, that Seller shall promptly provide Buyer, to the extent legally permissible, with prior written notice of any such requirement, including so that Buyer may seek a protective order or other appropriate remedy in advance of such disclosure and participate in any proceeding related thereto; provided, further, that no such notice shall be required in the event Seller is requested or required to disclose Confidential Information in the course public domain as a result of routine supervisory examinations or regulatory oversight not targeting the Company, Buyer or the Confidential Information. For purposes of this Agreement, “Confidential Information” consists of all confidential or proprietary information and data related to the business of the Group Companies (including Owned Intellectual Property and any competitively sensitive information relating to the business of the Group Companies existing as of the Closing Date), the Company, Buyer or its Affiliates and all information retrieved or retained pursuant to Section 6.7, in each case, that is not generally available to the public (unless it becomes generally available to the public due to a breach by Seller of this Agreement), , obtained by Seller as a result of Seller’s past affiliation with either of the Companies, shall be considered confidential information of the Companies (collectively, the “Company Confidential Information”). For the avoidance of doubt, confidential information which otherwise fits the definition of Company Confidential Information, and which is in the possession of the Companies as a result of their operations prior to the Closing, other than information related to the operations of Seller, shall be deemed to be Company Confidential Information. (b) Company Confidential Information shall not include: (i) information that is or becomes available to the Seller from a source other than either of the Companies, Purchaser or any of their respective Affiliates, provided that such source is not, to Seller’s Knowledge, prohibited from disclosing such information by a contractual or fiduciary obligation to either of the Companies, Purchaser or any of their respective Affiliates; and (ii) information which meets the definition of Seller Confidential Information (as defined in Section 4.04 below). (c) In recognition of the foregoing in Section 4.03(a) and (b) above, Seller hereby agrees that Seller will not: (a) disclose, or cause to be disclosed, any of the Company Confidential Information to any Person for any reason or purpose whatsoever, except and to the extent such disclosure is required by any applicable an Law (including any disclosure requirements of the SEC or stock exchange on which the securities of Seller or its Affiliates are listed or quoted) or Order (provided, that Seller shall, (i) to the extent reasonably possible, give the Purchaser prompt notice of such required disclosure prior to disclosure; (ii) cooperate with the Purchaser in the event that it elects to contest such disclosure in its entirety or a portion thereof or seek a protective order with respect thereto; and (iii) in any event only disclose the Company Confidential Information, or portion thereof, specifically required (after giving effect to any order obtained pursuant to clause (ii) above); or (b) make use of any of the Company Confidential Information for Seller’s or its Affiliates’ own purposes or for the benefit of any Person (except Purchaser or Purchaser’s Affiliates) except as permitted below. Notwithstanding the foregoing: (A) Seller may use and disclose Company Confidential Information in accordance with the License Agreement or the Promissory Note or both, or for the business purposes for which such Company Confidential Information was originally disclosed to Seller or its Affiliates prior to the Closing; (B) Seller may disclose Company Confidential Information to its Affiliates and its and its Affiliates respective Representatives who are required pursuant to written or professional obligations to keep such information confidential (and any disclosure or use of Company Confidential Information by any such Person which if done by Seller would be in violation of this Agreement shall be deemed a violation of this Agreement by Seller); and (C) Seller and its Affiliates and their respective Representatives may disclose Company Confidential Information to the extent necessary to enforce their respective rights or defend any claims under this Agreement and the Related Agreements.

Seller Confidentiality. Until the seven year anniversary of the Closing Date, The Seller shall not, and Seller shall cause its partners and Affiliates and its and their respective representatives who receive access to Confidential Information (and, in the case of such Persons that are entities, that have executed separate confidentiality agreements with Buyer in order to receive such access) (“Receiving Parties”) not to, use directly or indirectly, for a period of the longer of (a) three (3) years after the Closing Date, or (b) until such information no longer constitutes a trade secret under applicable Law, without the prior written consent of Purchaser, disclose to any third party, Person (other than each other and their respective Affiliates) any Confidential Informationconfidential information concerning the Business or the business of the Purchaser and its Affiliates; provided, however, that nothing herein the foregoing restriction shall not (i) apply to any information that (A) is or becomes generally available to, or known by, the public (other than as a result of disclosure in violation of this Section 9.3), (B) is or becomes generally available to the Seller from a source other Transaction Documents shall be construed as precluding, prohibiting, restricting or otherwise limiting the ability of Seller (than Purchaser or its partners Affiliates (provided that such source is not known by the Seller to be bound by a duty of confidentiality with the Purchaser or Affiliates its Affiliates), or (C) the Seller can establish was independently developed by the Seller or any of its and their respective representatives who, in all cases, are Receiving Parties) to make any disclosures of Confidential Information Affiliates (a) to the extent required other than by applicable Law, (b) to provide financial information relating to such Confidential Information that is customarily disclosed to its current or prospective limited partners or investors so long as such information is disclosed pursuant to customary confidentiality agreements, (c) to use Confidential Information to the extent required for regulatory or Tax compliance purposes or (d) in connection with the defense Business prior to the Closing), without use of any claim under this Agreementconfidential information concerning the Business, or the business of the Purchaser and its Affiliates; provided, further, that Seller shall promptly provide Buyeror (ii) prohibit any disclosure (A) required by Law or the rules and regulations of any applicable national securities exchange (so long as, to the extent legally permissible, the Seller provides the Purchaser with reasonable prior written notice of any such requirement, including so that Buyer may seek a protective order or other appropriate remedy in advance of such disclosure and participate a reasonable opportunity to review and discuss with the Seller such disclosure), or (B) necessary to be made in connection with the enforcement of any proceeding right or remedy relating to this Agreement or any related theretodocument. For the avoidance of doubt, nothing in this Section 9.3 or elsewhere in this Agreement shall limit or prohibit the Parent, the Seller and their respective Affiliates from conducting any restaurant, food or beverage related business (whether or not in competition to the operations of the Purchaser and its Affiliates, including the Business acquired by the Purchaser hereunder); provided, furtherhowever, that no such notice after the Closing, the Parent, the Seller and their respective Affiliates shall be required in not utilize the event Seller is requested or required to disclose Confidential Information in the course of routine supervisory examinations or regulatory oversight not targeting the Company, Buyer Bakers Square Brand or the Confidential Information. For purposes of this Agreement, “Confidential Information” consists of all confidential or proprietary information and data related to the business of the Group Companies (including Owned Intellectual Property and any competitively sensitive information relating to the business of the Group Companies existing as of the Closing Date), the Company, Buyer or its Affiliates and all information retrieved or retained pursuant to Section 6.7, in each case, that is not generally available to the public (unless it becomes generally available to the public due to a breach by Seller of this Agreement)Village Inn Brand.

Seller Confidentiality. Until Following the seven year anniversary of Closing, the Closing Date, Seller shall notshall, and Seller shall cause its partners Affiliates, agents and Affiliates and its and their respective representatives who receive access to Confidential Information other than the Company (andeach of the foregoing, in the case of such Persons that are entitiescollectively, that have executed separate confidentiality agreements with Buyer in order to receive such access) (“Receiving Seller Related Parties”) not to, use or disclose (i) maintain the confidentiality of, (ii) not use, and (iii) not divulge to any third partyPerson, any Confidential Information, except with the prior written consent of Buyer, or as may be required by applicable Law; provided, that nothing herein or in the other Transaction Documents Seller and each Seller Related Party shall not be construed as precluding, prohibiting, restricting or subject to such obligation of confidentiality for information that (A) otherwise limiting the ability of Seller (or its partners or Affiliates or any of its and their respective representatives who, in all cases, are Receiving Parties) to make any disclosures of Confidential Information (a) becomes lawfully available to the extent required by applicable Law, (b) Seller or Seller Related Party after the Closing Date on a non-confidential basis from a third party who is not under an obligation of confidentiality to provide financial information relating to such Confidential Information that is customarily disclosed to its current Buyer or prospective limited partners or investors so long as such information is disclosed pursuant to customary confidentiality agreements, (c) to use Confidential Information to the extent required for regulatory or Tax compliance purposes or (d) in connection with the defense of any claim under this Agreement; provided, further, that Seller shall promptly provide Buyer, to the extent legally permissible, with prior written notice of any such requirement, including so that Buyer may seek a protective order or other appropriate remedy in advance of such disclosure and participate in any proceeding related thereto; provided, further, that no such notice shall be required in the event Seller is requested or required to disclose Confidential Information in the course of routine supervisory examinations or regulatory oversight not targeting the Company, Buyer or the Confidential Information. For purposes of this Agreement, “Confidential Information” consists of all confidential (B) is or proprietary information and data related to the business of the Group Companies (including Owned Intellectual Property and any competitively sensitive information relating to the business of the Group Companies existing as of the Closing Date), the Company, Buyer or its Affiliates and all information retrieved or retained pursuant to Section 6.7, in each case, that is not generally available to the public (unless it becomes generally available to the public due to a without breach by Seller of this Agreement)Agreement by the Seller or Seller Related Party. If Seller or any Seller Related Party shall be required by applicable Law or similar legal process or requested by any Governmental Authority to divulge any such Confidential Information, Seller or such Seller Related Party shall provide Buyer with prompt written notice of each such request (to the extent legally permissible) so that the Buyer may seek an appropriate protective order or other appropriate remedy, and Seller or such Seller Related Party shall cooperate with Buyer to obtain a protective order or other remedy; provided, that, in the event that a protective order or other remedy is not obtained, Seller or such Seller Related Party shall furnish only that portion of such information which, in the opinion of its counsel, Seller or such Seller Related Party is legally compelled to disclose and shall exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded any such information so disclosed.