6 CONFIDENTIALITY Clause Samples
6 CONFIDENTIALITY. After Closing, the Owners and their --------------- Affiliates will hold, and will use reasonable efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Companies and the Business, except to the extent that such information was: (a) previously known on a nonconfidential basis by the Owners; (b) in the public domain through no fault of the Owners; (c) later lawfully acquired by the Owners from any source other than one related to the Owners' prior ownership of the Companies, which source was not bound by any confidentiality obligation; or (d) disclosed for purposes of litigation prosecution or defense, Tax return preparation or payment, reporting historical financial results and other proper business purposes. Notwithstanding anything in this Section 5.6 to the contrary, the obligation of the Owners and their Affiliates to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information.
6 CONFIDENTIALITY i. Section 2.6(a), Obligation. Uber requests to remove the following sentence: “The confidentiality obligations set forth in this section will continue in effect for the Term of this Master Agreement and for a period of two (2) years after the date this Master Agreement is terminated or expires.” The rationale for removal is that confidentiality obligations generally survive the termination of an agreement. If a time period needs to be put in place, the parties can further discuss.
ii. Section 2.6(b), Exception. Uber requests to add the following sentence after subsection (e): “Uber acknowledges that there may be applicable Freedom of Information Act Request or other public records request that the Agreement may be subject to. In the event that there is a request for Uber information that may constitute confidential and proprietary information, Uber should receive prompt written notice of such request before disclosing any potential confidential and proprietary information and should have an opportunity to assert any available defense or be exempt from such disclosure.”
6 CONFIDENTIALITY. Paragraph 1.6.1 is deleted in its entirety and replaced with the following: