Seller’s Confidential Information. (a) Except as provided in Section 5.2(b), after the Closing and for a period of three (3) years following the Closing Date, Buyer agrees that it will not, directly or indirectly, use or disclose, disseminate or otherwise publish, any of Seller’s or its Affiliates’ Confidential Information other than to Buyer’s Representatives who need to know such Confidential Information for purposes of this Agreement and the Transactions (provided that any of Seller’s or its Affiliate’s Trade Secrets, including technical designs, customer data, source code and protocols (including documents and other embodiments of such information) shall be deemed and treated as Confidential Information under this Agreement for as long as such information continues to be protectable as trade secret information under applicable Law), except for such Confidential Information that is assigned to Buyer as part of the Purchased Assets (such Confidential Information, “Purchased Confidential Information”).
(b) Notwithstanding the foregoing, such Confidential Information will not be deemed confidential and Buyer shall have no obligation with respect to any such Confidential Information that Buyer can demonstrate with written records:
(i) was in Buyer’s possession before receipt from Seller or Seller’s Affiliates or Representatives (provided that it was not obtained from a source known by Buyer to be prohibited from disclosing such information to Buyer by a contractual, legal or fiduciary obligation);
(ii) is or becomes a matter of public knowledge through no fault of Buyer or its Affiliates or Representatives;
(iii) is rightfully received by Buyer from a Third Party without a contractual, legal or fiduciary duty of confidentiality;
(iv) is independently developed by employees of Buyer who have not had access to Confidential Information;
(v) is disclosed under operation of Law, provided that Buyer will use reasonable efforts to provide Seller with prompt written notice of any such requirement in order to enable Seller to seek an appropriate protective order or other remedy, and that Buyer will disclose only such information as is legally required and will use reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed; or
(vi) is disclosed by Buyer with Seller’s prior written approval.
Seller’s Confidential Information. Financial information pertaining to the Seller’s real property located at 4316 and 0000 Xxxxxxxxxx Xxxxx, Xxxxxxxx, XX 00000 (the "Site").
Seller’s Confidential Information. 6.2.1. Except as provided in Section 6.2.2, after the Closing, Leadtek agrees that it shall treat as the property of Netergy and shall not disclose to any Third Parties (other than Leadtek's advisors and agents who receive the information in confidence) all Confidential Information with respect to Netergy's and its Affiliates' respective businesses (other than the Business) that is received from, or made available by, Netergy or an Affiliate or employee or representative of Netergy in the course of the negotiation or consummation of the transactions contemplated hereby except for such Confidential Information as is assigned or transferred to Leadtek as part of the Purchased Assets, or otherwise in accordance with this Agreement or the IP Agreements. Leadtek shall not use the foregoing Confidential Information of Netergy for any purposes other than those expressly authorized under this Agreement nor disclose such information to any other Persons except where reasonably required for the uses for which rights are granted hereunder or as expressly permitted by this Agreement.
6.2.2. Except to the extent that disclosure thereof is required under accounting, stock exchange or applicable Law (including the U.S. federal securities laws), the terms and conditions of this Agreement, and all attachments and amendments hereto and thereto shall be considered Confidential Information protected under this Section 6.
Seller’s Confidential Information. All copies of financial information, marketing and sales information, pricing, marketing plans, business plans, financial and business projections, customer lists, methodologies, inventions, software, know-how, product designs, product specifications and drawings, and other confidential and/or proprietary information of the Seller related to the Division Business or any of the Acquired Assets (collectively, "Seller's Confidential Information") will, be held by Seller in strict confidence and, at all times following the Closing, will not be used or disclosed by Seller to any third party and, upon Buyer's request, will be promptly destroyed by the Seller or delivered to Buyer; except that the Seller may use internally copies of business records solely to prepare and file tax returns and prepare Seller's financial statements. It is agreed that Sellers' Confidential Information will not include information that is now, or later becomes, part of the general public knowledge or literature in the art, other than as a result of a breach of this Agreement by Seller
Seller’s Confidential Information. All copies of financial information, marketing and sales information, pricing, marketing plans, business plans, financial and business projections, customer lists, methodologies, inventions, software, know-how, product designs, product specifications and drawings, and other confidential and/or proprietary information of the Seller related to the Business or any of the Purchased Assets, including but not limited to the Documentation and the Intellectual Property Rights (collectively, "Seller's Confidential Information") will, be held by Seller in strict confidence and, at all times following the Closing, will not be used or disclosed by Seller to any third party and, upon Purchaser's request, will be promptly destroyed by the Seller or delivered to Purchaser; except that the Seller may use internally copies of Business Records that it is entitled to retain under Section 2.02 hereof solely to prepare and file tax returns and prepare Seller's financial statements. It is agreed that Sellers' Confidential Information will not include information that is now, or later becomes, part of the general public knowledge or literature in the art, other than as a result of a breach of this Agreement by Seller.
Seller’s Confidential Information. (a) Except as provided in Section 6.2(b), 6.2(c) or 6.2(d), after the Closing, Buyer agrees that it shall treat as the property of Seller and shall not disclose to any Third Parties (other than Buyer's advisors and agents who receive the information in confidence) all Confidential Information with respect to Seller's and its Affiliates' respective businesses (other than the Business) that is received from, or made available by, Seller or an Affiliate or employee or representative of Seller or an Affiliate of Seller in the course of the negotiation or consummation of the transactions contemplated hereby, including, for purposes of this Section 6.2, Confidential Information about Seller's and its Affiliates' business plans and strategies, marketing ideas and concepts (other than as Related to the Business), especially with respect to unannounced products and services, present and future product plans, pricing, volume estimates, financial data, product enhancement information, business plans, marketing plans, sales strategies, customer information (including customers' applications and environments), market testing information, development plans, specifications, customer requirements, configurations, designs, plans, drawings, apparatus, sketches, software, hardware, data, prototypes, connecting requirements or other technical and business information, except for such Confidential Information as is assigned or transferred to Buyer as part of the Purchased Assets, or otherwise in accordance with this Agreement or the IP Agreements. Buyer shall not use the foregoing Confidential Information of Seller for any purposes other than those expressly authorized under this Agreement nor disclose such information to any other Persons except where reasonably required for the uses for which rights are granted hereunder or as expressly permitted by this Agreement.
(b) Notwithstanding the foregoing, such Confidential Information shall not be deemed confidential, and Buyer shall have no obligation with respect to any such Confidential Information that:
(i) at the time of disclosure was already known to Buyer, other than through the negotiation or consummation of this transaction, free of restriction;
(ii) is or becomes publicly known, or is readily ascertainable, through publication, inspection of a product, or otherwise, and through no negligence or other unlawful act of Buyer;
(iii) is received by Buyer from a Third Party without similar restriction or breach of any agreeme...
Seller’s Confidential Information. Xxxxx acknowledges that Seller Confidential Information is valuable and proprietary to Seller and Xxxxx agrees not to, directly or indirectly, use, publish, disseminate, describe or otherwise disclose any Seller Confidential Information in respect of the Project without the prior written consent of Seller. For purposes of this Agreement, “Seller Confidential Information” shall mean
Seller’s Confidential Information. (a) FOR PURPOSES OF THIS AGREEMENT, SELLER'S CONFIDENTIAL INFORMATION INCLUDES, WITHOUT LIMITATION, ALL INFORMATION ABOUT THE SELLER THAT IS SECRET, THAT RELATES TO THIS AGREEMENT BUT IS NOT PURCHASED BY BUYER HEREUNDER. FOR EXAMPLE BUT WITHOUT LIMITATION, SELLER'S CONFIDENTIAL INFORMATION INCLUDES ALL OF THE FOLLOWING:
(i) ALL PERSONAL INFORMATION CONCERNING THE MEMBERS;
(ii) CLAIMS OR LITIGATION BY OR AGAINST THE SELLER OR ANY MEMBER, MANAGER, DIRECT OR INDIRECT CORPORATE SUBSIDIARY OR PARENT, OR AFFILIATES; AND
(iii) THE SELLER'S OR MEMBER'S FINANCIAL CONDITION OR THE STATUS OF SELLER'S OR ANY MEMBER'S BORROWINGS OR LOAN AGREEMENTS.
(b) BUYER AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS SHALL USE THEIR BEST EFFORTS TO PROTECT THE SELLER'S CONFIDENTIAL INFORMATION. BUYER AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS SHALL NOT, DIRECTLY OR INDIRECTLY, USE ANY OF SELLER'S CONFIDENTIAL INFORMATION FOR ANY OF THEIR BENEFIT OR FOR THE BENEFIT OF ANY PERSON OR ENTITY OTHER THAN SELLER OR THE APPLICABLE MEMBER, WITHOUT SELLER'S OR THE APPLICABLE MEMBER'S WRITTEN CONSENT. BUYER AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS SHALL NOT DISCLOSE ANY OF SELLER'S CONFIDENTIAL INFORMATION TO ANY PERSON OR ENTITY OTHER THAN SELLER OR THE APPLICABLE MEMBER, WITHOUT SELLER'S OR THE APPLICABLE MEMBER'S PRIOR WRITTEN CONSENT, EXCEPT TO THE EXTENT REQUIRED BY LAW, GOVERNMENT FILINGS OR JUDICIAL, ADMINISTRATIVE OR ARBITRATION PROCEEDINGS OR AS MAY BE REQUIRED FOR SELLER'S ACCOUNTING OR INCOME TAX PURPOSES OF SELLER, OR IN ORDER TO PRESERVE OR ENFORCE SELLER'S RIGHTS UNDER THIS OR ANY OTHER AGREEMENT BETWEEN THE PARTIES.
(c) THE REMEDY AT LAW FOR ANY BREACH OF THIS SECTION 4.8 IS AND SHALL BE INADEQUATE, AND IN THE EVENT OF A BREACH OR THREATENED BREACH BY BUYER, SELLER SHALL BE ENTITLED TO AN INJUNCTION RESTRAINING BUYER FROM ANY BREACH OR THREATENED BREACH HEREOF. NOTHING HEREIN SHALL BE CONSTRUED AS PROHIBITING SELLER FROM PURSUING ANY OTHER REMEDIES AVAILABLE FOR SUCH BREACH OR THREATENED BREACH, INCLUDING THE RECOVERY OF DAMAGES.
(d) IF ANY OF THE PROVISIONS OF THIS SECTION 4.8 SHALL OTHERWISE CONTRAVENE OR BE INVALID UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION WHERE IT IS APPLICABLE BUT FOR SUCH CONTRAVENTION OR INVALIDITY, SUCH CONTRAVENTION OR INVALIDITY SHALL NOT INVALIDATE ALL OF THE PROVISIONS OF THIS AGREEMENT, BUT RATHER THIS AGREEMENT SHALL BE CONSTRUED, INSOFAR AS THE LAWS OF THE STATE OR JURISDICTION ARE CONCERNED, AS NOT CONTAINING THE PROVI...
Seller’s Confidential Information. All copies of financial information, marketing and sales information, pricing, marketing plans, business plans, financial and business projections, customer lists, methodologies, inventions, software, know-how, product designs, product specifications and drawings, and other confidential and/or proprietary information of the Seller related to the Division or any of the Acquired Assets, including but not limited to the Division Software, the Division Documentation and the Division Technology Deliverables (collectively, "Seller's Confidential Information") will, be held by Seller in strict confidence and, at all times following the Agreement Date and following the Closing, will not be used or disclosed by Seller to any third party and, upon Buyer's request, will be promptly destroyed by the Seller or delivered to Buyer; except that the Seller may use one internal copy of Business Records that it is entitled to retain for purposes of its internal record-keeping, financial statements and any Tax related matters. Buyer must (i) at all times keep secret and confidential all of Seller's Confidential Information, (ii) not use, divulge or disclose any of Seller's Confidential Information other than in connection with the transactions contemplated by this Agreement, and (iii) if for any reason the Closing does not occur, immediately return to Seller all originals and copies, in any form whatsoever, of all of Seller's Confidential Information.
Seller’s Confidential Information. (a) The Parties agree to abide by that certain Mutual Confidentiality Agreement, dated as of January 13, 2012 (the “Confidentiality Agreement”), between the Purchaser and AMI, which will survive until the Closing. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement will continue in full force and effect in accordance with its terms in respect of that portion of the confidential information (as identified in the Confidentiality Agreement) primarily relating to the Business and the transactions contemplated by this Agreement.
(b) All copies of financial information, marketing and sales information, pricing, marketing plans, business plans, financial and business projections, customer lists, methodologies, inventions, software, know-how, product designs, product specifications and drawings, and other confidential and/or proprietary information of the Sellers related to the Business or any of the Acquired Assets, including but not limited to the Intellectual Property, will, be held by the Sellers in strict confidence and, at all times following the Closing, will not be used or disclosed by the Sellers to any third party and, upon the Purchaser’s request, will be promptly destroyed by the Sellers or delivered to the Purchaser; except that the Sellers may use internally copies of Business Records that it is entitled to retain for purposes of its internal record-keeping, financial statements and any Tax related matters.
