Common use of Seller’s Proprietary Information Clause in Contracts

Seller’s Proprietary Information. (a) Except as provided in Section 6.2(b), after the Closing and for a period of five (5) years following the Closing Date, Buyer agrees that it will keep confidential all of Seller’s and its Affiliates’ Proprietary Information that is received from, or made available by, Seller in the course of the transactions contemplated hereby related to Seller’s business other than the Purchased Business, except for such Proprietary Information the ownership of which is transferred to Buyer or a Buyer Designee as part of the Purchased Assets. (b) Notwithstanding the foregoing, such Proprietary Information shall not be deemed confidential and Buyer shall have no obligation with respect to any such Proprietary Information that: (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; (ii) is or becomes publicly known through publication, inspection of a product, or otherwise, and through no negligence or other wrongful act of Buyer; (iii) is received by Buyer from a Third Party without similar restriction and without breach of any agreement; (iv) to the extent it is independently developed by Buyer; or (v) is, subject to Section 6.2(c), required to be disclosed under applicable Law or judicial process. (c) If Buyer (or any of its Affiliates) is requested or required (by oral question, interrogatory, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any Proprietary Information, Buyer will promptly notify Seller of such request or requirement and will cooperate with Seller such that Seller may seek an appropriate protective order or other appropriate remedy. If, 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 Proprietary Information or else stand liable for contempt or suffer other censure or penalty, Buyer (or its Affiliate) may disclose only so much of the Proprietary Information to the party compelling disclosure as is required by Law. Buyer will exercise its (and will cause its Affiliates to exercise their) reasonable commercial efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to such Proprietary Information.

Seller’s Proprietary Information. (a) Except as provided in Section 6.2(b), after until the Closing and for a period fifth anniversary of five (5) years following the Closing Datedate hereof, Buyer each Party agrees that it will keep confidential all of Seller’s and its Affiliates’ the other Party's Proprietary Information that is received from, or made available by, Seller a Party or in the course of the transactions contemplated hereby related hereby, including, for purposes of this Section 6.2, information about each Party's business plans and strategies, marketing ideas and concepts, especially with respect to Seller’s 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 than the Purchased Businesstechnical and business information, except for such Proprietary Information the ownership of which as is transferred conveyed to Buyer or a Buyer Designee as part of the Purchased Assets. (b) Notwithstanding the foregoing, such Proprietary Information shall not be deemed confidential and Buyer neither Party shall have no an obligation with respect to any such Proprietary Information that: (i) at the time of disclosure was already known to Buyer the party receiving such Proprietary Information (the "RECIPIENT" ) other than as a result of through this transaction, free of restriction as evidenced by documentation in Buyer’s the Recipient's possession; (ii) is or becomes publicly known through publication, inspection of a product, or otherwise, and through no negligence or other wrongful act of Buyerthe Recipient; (iii) is received by Buyer the Recipient from a Third Party without similar restriction and without breach of any agreement; (iv) to the extent it is independently developed by Buyerthe Recipient; or (v) is, subject to Section 6.2(c), required to be disclosed under applicable Law or judicial process. (c) If Buyer the Recipient (or any of its Affiliates) is requested or required (by oral question, interrogatory, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any Proprietary Information, Buyer the Recipient will promptly notify Seller the party disclosing Proprietary Information (the "DISCLOSING PARTY"), of such request or requirement and will cooperate with Seller the Disclosing Party such that Seller the Disclosing Party may seek an appropriate protective order or other appropriate remedy. If, in the absence of a protective order or the receipt of a waiver hereunder, Buyer the Recipient (or any of its Affiliates) is in the written opinion of Buyer’s the Recipient's counsel compelled to disclose the Proprietary Information or else stand liable for contempt or suffer other censure or significant penalty, Buyer the Recipient (or its Affiliate) may disclose only so much of the Proprietary Information to the party compelling disclosure as is required by Law. Buyer The Recipient will exercise its (and will cause its Affiliates to exercise their) reasonable commercial efforts Reasonable Commercial Efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to such Proprietary Information. (d) Except to the extent that disclosure thereof is required under accounting, stock exchange, Nasdaq National Market or applicable federal and state securities Laws disclosure obligations, the terms and conditions of this Agreement, and all attachments and amendments hereto and thereto shall be considered Proprietary Information protected under this Section 6. Notwithstanding anything in this Section 6 to the contrary, in the event that any such Proprietary Information is also subject to a limitation on disclosure or use contained in another written agreement between Buyer and Seller that is more restrictive than the limitation contained in this Section 6, then the limitation in such agreement shall supersede this Section 6.

Seller’s Proprietary Information. (a) Except as provided in Section 6.2(b), after the Closing and for a period of five two (52) years following the Closing Date, Buyer agrees that it will keep confidential all of Seller’s 's and its Affiliates’ ' Proprietary Information that is received from, or made available by, Seller in the course of the transactions contemplated hereby related hereby, including, for purposes of this Section 6.2, information about the CATV Business's business plans and strategies, marketing ideas and concepts, especially with respect to Seller’s 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 than the Purchased Businesstechnical and business information, except for such Proprietary Information the ownership of which is transferred to Buyer or a Buyer Designee as part of the Purchased Assets. (b) Notwithstanding the foregoing, such Proprietary Information shall not be deemed confidential and Buyer shall have no obligation with respect to any such Proprietary Information that: (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 's possession; (ii) is or becomes publicly known through publication, inspection of a product, or otherwise, and through no negligence or other wrongful act of Buyer; (iii) is received by Buyer from a Third Party without similar restriction and without breach of any agreement; (iv) to the extent it is independently developed by Buyer; or (v) is, subject to Section 6.2(c), required to be disclosed under applicable Law or judicial process. (c) If Buyer (or any of its Affiliates) is requested or required (by oral question, interrogatory, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any Proprietary Information, Buyer will promptly notify Seller of such request or requirement and will cooperate with Seller such that Seller may seek an appropriate protective order or other appropriate remedy. If, 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 's counsel compelled to disclose the Proprietary Information or else stand liable for contempt or suffer other censure or penalty, Buyer (or its Affiliate) may disclose only so much of the Proprietary Information to the party compelling disclosure as is required by Law. Buyer will exercise its (and will cause its Affiliates to exercise their) reasonable commercial efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to such Proprietary Information.

Seller’s Proprietary Information. (a) Except as provided in Section Sections 6.2(b) and 6.2(d), after the Closing and for a period of five (5) years following the Closing Date, Buyer agrees that it will keep confidential all of Seller’s 's and its Affiliates’ Proprietary Information ' present and future product plans, product enhancement information, customer information (including customers' applications and environments), development plans, or other technical and business information, that is received from, or made available by, Seller in the course of the transactions contemplated hereby related to Seller’s business other than the Purchased Businesshereby, except for such Proprietary Information the ownership of which as is transferred conveyed to Buyer or a Buyer Designee as part of the Purchased Assets. (b) Notwithstanding the foregoing, such Proprietary Information shall not be deemed confidential and Buyer shall have no obligation with respect to any such Proprietary Information that: (i1) at the time of disclosure was already known to Buyer other than as a result of through this transaction, free of restriction as evidenced by documentation in Buyer’s 's possession; (ii2) is or becomes publicly known through publication, inspection of a product, or otherwise, and through no negligence or other wrongful act of Buyer; (iii3) is received by Buyer from a Third Party without similar restriction and without knowledge of breach of any agreement; (iv4) to the extent it is independently developed by Buyer; or (v5) is, subject to Section 6.2(c), required to be disclosed under applicable Law Laws or judicial process. (c) If Buyer (or any of its Affiliates) is requested or required (by oral question, written interrogatory, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any Proprietary Information, Buyer will promptly notify Seller of such request or requirement and will cooperate with Seller such that Seller may seek an appropriate protective order or other appropriate remedy. (d) Except to the extent that disclosure thereof is required under accounting, stock exchange or Laws, the terms and conditions of this Agreement and the Collateral Agreements, and all attachments and amendments hereto and thereto shall be considered Proprietary Information protected under this Article 6. IfNotwithstanding anything in this Article 6 to the contrary, in the absence of a protective order or the receipt of a waiver hereunder, Buyer (or event that any of its Affiliates) is in the opinion of Buyer’s counsel compelled to disclose the such Proprietary Information is also subject to a limitation on disclosure or else stand liable for contempt or suffer other censure or penaltyuse contained in another written agreement between Buyer and Seller (including but not limited to, Buyer (or its Affiliatethe Intellectual Property Agreement) may disclose only so much of that is more restrictive than the Proprietary Information to limitation contained in this Article 6, then the party compelling disclosure as is required by Law. Buyer will exercise its (and will cause its Affiliates to exercise their) reasonable commercial efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to limitation in such Proprietary Informationagreement shall supersede this Article 6.

Seller’s Proprietary Information. (a) Except as provided in Section 6.2(b), after the Closing and for a period of five (5) years following the Closing Date, Buyer agrees that it will keep confidential all of Seller’s and its Affiliates’ Proprietary Information that is received from, or made available by, Seller in the course of the transactions contemplated hereby related to Sellerhereby, including, for purposes of this Section 6.2, information about the Mobility Business’s business plans and strategies, marketing ideas and concepts, 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 than the Purchased Businesstechnical and business information, except for such Proprietary Information the ownership of which is transferred to Buyer or a Buyer Designee as part of the Purchased Assets. (b) Notwithstanding the foregoing, such Proprietary Information shall not be deemed confidential and Buyer shall have no obligation with respect to any such Proprietary Information that: (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; (ii) is or becomes publicly known through publication, inspection of a product, or otherwise, and through no negligence or other wrongful act of Buyer; (iii) is received by Buyer from a Third Party without similar restriction and without breach of any agreement; (iv) to the extent it is independently developed by Buyer; or (v) is, subject to Section 6.2(c), required to be disclosed under applicable Law or judicial process. (c) If Buyer (or any of its Affiliates) is requested or required (by oral question, interrogatory, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any Proprietary Information, Buyer will promptly notify Seller of such request or requirement and will cooperate with Seller such that Seller may seek an appropriate protective order or other appropriate remedy. If, 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 Proprietary Information or else stand liable for contempt or suffer other censure or penalty, Buyer (or its Affiliate) may disclose only so much of the Proprietary Information to the party compelling disclosure as is required by Law. Buyer will exercise its (and will cause its Affiliates to exercise their) reasonable commercial efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to such Proprietary Information.

Seller’s Proprietary Information. (a) Except as provided in Section 6.2(b)) or as otherwise provided by the Intellectual Property Agreement, from and after the Closing and for a period of five three (53) years following the Closing Date, Buyer agrees that it will keep confidential all of Seller’s and its Affiliates’ Proprietary Information that is received from, or made available by, Seller in the course of the transactions contemplated hereby related to Seller’s business other than hereby, and marked or identified at the Purchased Businesstime of disclosure as the proprietary or confidential information of Seller (“Seller Proprietary Information”), except for excluding any such Proprietary Information the ownership of which information that is transferred to Buyer or a Buyer Designee as part of the Purchased Assets. (b) Notwithstanding the foregoing, such Seller Proprietary Information shall not be deemed confidential and Buyer shall have no obligation with respect to any such Seller Proprietary Information that: (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; (ii) is or becomes publicly known through publication, inspection of a product, or otherwise, and through no negligence or other wrongful act of Buyer; (iii) is received by Buyer from a Third Party without similar restriction and without breach of any agreement; (iv) to the extent it is independently developed by Buyer; or (v) is, subject to Section 6.2(c), required to be disclosed under applicable Law or judicial process. (c) If Buyer (or any of its Affiliates) is requested or required by applicable Law (for example, by oral questionor written interrogatories, interrogatory, request requests for information or documents, subpoenasubpoenas, civil investigative demand demands or other similar processlegal processes) to disclose any Seller Proprietary InformationInformation to a Third Party, Buyer will promptly notify Seller of such request or requirement and will cooperate with Seller, at Seller’s cost and expense, in any Seller such that Seller may efforts to seek an appropriate protective order or other appropriate remedyremedy to prevent or limit to disclosure of such Seller Proprietary Information. If, 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 required by applicable Law (for example, by oral or written interrogatories, requests for information or documents, subpoenas, civil investigative demands or other similar processes) to disclose the Seller Proprietary Information or else stand liable for contempt or suffer other censure or penaltyInformation, Buyer (or its Affiliate) may disclose only so much of the Seller Proprietary Information to the party Third Party compelling disclosure as is required by Law. Buyer will exercise its (and will cause its Affiliates to exercise their) reasonable commercial efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to such Proprietary Informationso required.