Common use of Seller’s Confidential Information Clause in Contracts

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. (a) Except as provided in Section 5.2(b6.2(b), after the Closing and for a period of three five (35) years following the Closing Date, Buyer agrees that it will not, directly or indirectly, use or disclose, disseminate or otherwise publish, any keep confidential all of Seller’s or and its Affiliates’ Confidential Information other than that is received from, or made available by, Seller or is otherwise exposed to Buyer’s Representatives who need to know such Confidential Information for purposes Buyer in the course 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)transactions contemplated hereby, except for such Confidential Information that as is assigned to Buyer as part of the Purchased Assets (such Confidential Information, “Purchased Confidential Information”)Assets. (b) Notwithstanding the foregoing, such Confidential Information will shall not be deemed confidential and Buyer shall have no obligation with respect to any such Confidential Information that Buyer can demonstrate with written recordsthat: (i) at the time of disclosure was already known to Buyer other than as a result of this transaction, free of restriction as evidenced by documentation 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)possession; (ii) is or becomes publicly known through publication, inspection of a matter of public knowledge product, or otherwise, and through no fault negligence or other wrongful act of Buyer or its Affiliates or RepresentativesBuyer; (iii) is rightfully received by Buyer from a Third Party without a contractual, legal or fiduciary duty similar restriction and without breach of confidentialityany agreement; (iv) to the extent it is independently developed by employees of Buyer who have not had access to Confidential Information;Buyer; or (v) is is, subject to Section 6.2(c), required to be disclosed under operation applicable Law or judicial process. (c) If Buyer (or any of Lawits Affiliates) is requested or required (by oral question, provided that interrogatory, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any such Confidential Information, Buyer will use reasonable efforts to provide promptly notify Seller of such request or requirement and will cooperate with prompt written notice of any Seller such requirement in order to enable that Seller to may seek an appropriate protective order or other appropriate remedy. If, and that in the absence of a protective order or the receipt of a waiver hereunder, Buyer (or any of its Affiliates) is in the opinion of Buyer’s counsel compelled to disclose the Confidential Information or else stand liable for contempt or suffer other censure or significant penalty, Buyer (or its Affiliate) may disclose only so much of the Confidential Information to the party compelling disclosure as is required by Law. Buyer will disclose only such information as is legally required exercise its (and will use cause its Affiliates to exercise their) commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment for any will be accorded to such Confidential Information that is so disclosed; or (vi) is disclosed by Buyer with Seller’s prior written approvalInformation.

Seller’s Confidential Information. Except for marketing and sales information which has been publicly disseminated to Sellers' end-user customers prior to the Effective Date in the ordinary course of business, 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 Sellers, including but not limited to the Software, the Documentation, the Seller Intellectual Property Rights, the Seller Technology Deliverables and any information disclosed to either Seller pursuant to Section 5.13 (acollectively, "SELLERS' CONFIDENTIAL INFORMATION") Except as provided will be held by Sellers in Section 5.2(b), strict confidence at all times after the Closing Effective Date unless 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 until this Agreement and is terminated in accordance with the Transactions (provided that any provisions 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 Article X hereof. Sellers' 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: include information which (i) was in Buyer’s possession before receipt from Seller is now or hereafter becomes, through no act or failure on the part of either Seller’s Affiliates or Representatives (provided that it was not obtained from a source , generally known by Buyer to be prohibited from disclosing such information to Buyer by a contractualthe public, legal or fiduciary obligation); (ii) is hereafter rightfully furnished to Sellers by a third party without restriction as to use or becomes a matter of public knowledge through no fault of Buyer disclosure, or its Affiliates or Representatives; (iii) is rightfully received by Buyer disclosed with the prior written consent of Purchaser. At all times following the Closing, Sellers will: (i) continue to hold all Sellers' Confidential Information in strict confidence, (ii) will not use or disclose any of Sellers' Confidential Information to any third party, and (iii) upon Purchaser's request, promptly destroy or deliver to Purchaser any Sellers' Confidential Information in Sellers' possession or control; except that Sellers may internally use the original copies of all Business Records solely to prepare and file tax returns, and Sellers may disclose any Sellers' Confidential Information (except source code or other trade secrets) as may be required to comply with requests 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, all governmental agencies; provided that Buyer will use reasonable efforts to Sellers must provide Seller Purchaser with prompt prior written notice of any such requirement in order proposed disclosure 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 approvalgovernment agencies.

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 DateIn connection with this transaction, Buyer agrees that it will nothas requested and may request from Xxxxx Oil and Seller certain documents and other pertinent material including, directly or indirectlywithout limitation, use or disclosecertain customer lists, disseminate or otherwise publishmarket information, financial data, computer software and hardware information and other trade secrets, and other information relating to Xxxxx Oil and/or Seller, which Xxxxx Oil and Seller consider to be confidential (collectively, "Seller's Confidential Information"). All of Seller's Confidential Information shall at all times prior to the First Closing be the property of Xxxxx Oil and/or Seller, as the case may be. Buyer shall obtain no rights in any of Seller’s or its Affiliates’ 's Confidential Information other than to Buyer’s Representatives who need to know such Confidential Information for purposes of Information, unless and until the transactions contemplated by this Agreement and the Transactions (provided are consummated; provided, however, that any of all such 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 's Confidential Information that is assigned personal as to Seller and should not be considered information of Xxxxx Oil shall at all times be and remain the property of Seller, even after First Closing. Buyer and Xxxxx Oil agree as part of follows: 6.1.1 Except as may be required by applicable laws or as Seller or Xxxxx Oil, as the Purchased Assets (such case may be, may from time to time consent to in writing, Buyer shall not, at any time, disclose Seller's Confidential Information, “Purchased or any part thereof, to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever. 6.1.2 Except as otherwise required herein, at such other time or times as Seller or Xxxxx Oil, as the case may be, may request, Buyer shall immediately return to Seller or Xxxxx Oil, as the case may be, all of Seller's Confidential Information and shall not retain any copies thereof and shall continue to refrain from any use whatsoever of Seller's Confidential Information”). (b) Notwithstanding 6.1.3 In the foregoingevent Buyer takes any action or fails to take any action in contravention of this Section 6.1, such Confidential Information will not be deemed confidential and Buyer shall have no obligation with respect indemnify and hold harmless Seller and/or Xxxxx Oil from any damage or claim that may arise as a result of such action or inaction. In addition, Seller and/or Xxxxx Oil shall be entitled to collect from Buyer all costs incurred in obtaining such indemnification, including all attorney and court costs. Buyer shall take any and all legal actions necessary to minimize any damages resulting from such Confidential Information that Buyer can demonstrate with written records: (i) was in Buyer’s possession before receipt from Seller or disclosure, to retrieve such disclosed 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 's 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 return same to Seller upon Seller’s prior written approval's direction.

Seller’s Confidential Information. (a) Except as provided in Section 5.2(b), after the Closing and for a period of three (3) five years following the Closing Date, each of Buyer and the Buyer Subsidiary agrees that it will not, directly or indirectly, use or disclose, disseminate or otherwise publish, any keep (and cause its Subsidiaries to keep) confidential all of Seller’s or and its Affiliates’ Confidential Information other than that is received from, or made available by, Seller or is otherwise exposed to Buyer’s Representatives who need to know such Confidential Information for purposes Buyer in the course 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)transactions contemplated hereby, except for such Confidential Information that as is assigned to Buyer or the Buyer Subsidiary as part of the Purchased Assets (such Confidential Information, “Purchased Confidential Information”)Assets. (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 recordsthat: (i) at the time of disclosure was already known to Buyer other than as a result of this transaction, free of restriction as evidenced by documentation 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)possession; (ii) is or becomes publicly known through publication, inspection of a matter of public knowledge product, or otherwise, and through no fault negligence or other wrongful act of Buyer or its Affiliates or RepresentativesBuyer; (iii) is rightfully received by Buyer from a Third Party without a contractual, legal or fiduciary duty similar restriction and without breach of confidentialityany agreement; (iv) to the extent it is independently developed by employees of Buyer who have not had access to Confidential Information;Buyer; or (v) is is, subject to Section 5.2(c), required to be disclosed under operation applicable Law or judicial process. (c) If Buyer (or any of Lawits Affiliates) is requested or required (by oral question, provided that interrogatory, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any such Confidential Information, Buyer will use reasonable efforts to provide promptly notify Seller of such request or requirement and will cooperate with prompt written notice of any Seller such requirement in order to enable that Seller to may seek an appropriate protective order or other appropriate remedy. If, and that in the absence of a protective order or the receipt of a waiver hereunder, Buyer (or any of its Affiliates) is in the opinion of Buyer’s counsel compelled to disclose the Confidential Information or else stand liable for contempt or suffer other censure or significant penalty, Buyer (or its Affiliate) may disclose only so much of the Confidential Information to the Party compelling disclosure as is required by Law. Buyer will disclose only such information as is legally required exercise its (and will use cause its Affiliates to exercise their) commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment for any will be accorded to such Confidential Information that is so disclosed; or (vi) is disclosed by Buyer with Seller’s prior written approvalInformation.

Seller’s Confidential Information. Excluding Acquired Confidential Information (a) Except as provided in Section 5.2(bdefined below), after all tangible manifestations of confidential and/or proprietary information of Seller disclosed to Purchaser in the Closing course of negotiating the transaction contemplated by this Agreement ("SELLER'S CONFIDENTIAL INFORMATION") will be held in confidence and not disclosed by Purchaser or any of its employees, affiliates or stockholders for a period of three five (35) years following from the Closing DateDate and will be promptly destroyed by Purchaser or returned to Seller, Buyer agrees upon Seller's written request to Purchaser, provided that it Purchaser will notnot at any time use, directly or indirectly, use or disclose, disseminate or otherwise publishdisclose to others, any Licensed Technology Deliverables (in tangible form) for any purpose other than the development of Seller’s or its Affiliates’ read channels and pre-amps for Storage Peripherals. Purchaser's employees, affiliates and stockholders will not be given access to Seller Confidential Information other than to Buyer’s Representatives who except on a "need to know such Confidential Information for purposes of this Agreement and the Transactions (provided know" basis. It is agreed 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 Purchaser Confidential Information will not be deemed confidential include information that: (a) is proven to have been known to Purchaser prior to receipt of such information from the Seller; (b) is disclosed by a third party having the legal right to disclose such information and Buyer shall have who owes no obligation with respect of confidence to any such Confidential Information that Buyer can demonstrate with written records: the Seller; (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); (iic) is now, or later becomes a matter part of the general public knowledge through no fault or literature in the art, other than as a result of Buyer a breach of this Agreement by Purchaser; or its Affiliates or Representatives; (iii) is rightfully received by Buyer from a Third Party without a contractual, legal or fiduciary duty of confidentiality; (ivd) is independently developed by employees Purchaser without the use of Buyer who have not had access to any Seller Confidential Information; . Notwithstanding anything to the contrary, Purchaser may use for any commercial purpose Confidential Information received from Seller (v) is disclosed under operation of Lawwhether or not such Confidential Information constitutes Purchased Assets or Licensed Assets), provided that Buyer will such Confidential Information is Residual Information (as defined below) and provided that the right to use reasonable efforts Residual Information shall not be deemed a grant of rights under any patents or copyrights of Seller. For purposes of this Agreement, "RESIDUAL INFORMATION" means (i) information that has been remembered by Purchaser's consultants and employees (including but not limited to provide Seller with prompt written notice of any employees that once were employed by Seller) without referring to such requirement information in order to enable Seller to seek an appropriate protective order or other remedya tangible form received from Seller, and (ii) any tangible item created by a Purchaser employee or consultant that Buyer will disclose only may embody such information as is legally required and will use reasonable efforts that has been remembered by such employee or consultant without referring to obtain confidential treatment for any such information in a tangible form received from Seller. Purchaser shall not instruct its consultants or employees to memorize Seller's Confidential Information so that is so disclosed; or (vi) is disclosed by Buyer with Seller’s prior written approvalit can be used as Residual Information or can be disseminated for unauthorized use.