ACKNOWLEDGMENTS BY SELLER AND SHAREHOLDERS. Each Shareholder acknowledges that such Shareholder has occupied a position of trust and confidence with Seller prior to the date hereof and has had access to and has become familiar with the following, any and all of which constitute confi- dential information of Seller (collectively the ‘‘Confidential Information’’): (a) any and all trade secrets concerning the business and affairs of Seller, product specifica- tions, data, know-how, formulae, compositions, processes, designs, sketches, photo- graphs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, current and planned manufacturing and distribution methods and processes, customer lists, current and anticipated customer require- ments, price lists, market studies, business plans, computer software and programs (including object code and source code), database technologies, systems, structures architectures processes, improvements, devices, know-how, discoveries, concepts, methods, information and [consider inserting here other items that Buyer may want to protect in light of the particular characteristics of Seller’s business] of Seller and any other information, however documented, of Seller that is a trade secret within the meaning of § [applicable state trade secret law] or under other applicable law; (b) any and all information concerning the business and affairs of Seller (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, contractors, agents, suppliers and potential suppliers, personnel training and techniques and materials, purchasing methods and techniques and ) [consider inserting here other items that Buyer may want to protect in light of the particular characteristics of Seller’s business], however documented; and (c) any and all notes, analysis, compilations, studies, summaries and other material prepared by or for Seller containing or based, in whole or in part, upon any information included in the foregoing.
ACKNOWLEDGMENTS BY SELLER AND SHAREHOLDERS. Each Shareholder, PFC and LSB acknowledge that they have occupied a position of trust and confidence with each Seller prior to the date hereof and have had access to the following, any and all of which constitute confidential information of Sellers (collectively the "Confidential Information"): (a) any and all trade secrets concerning the business and affairs of Sellers, product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, current and planned manufacturing and distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), database technologies, systems, processes, improvements, devices, know-how, discoveries, concepts, methods and information of Seller and any other information, however documented, of Seller that is a trade secret under applicable law; (b) any and all information concerning the business and affairs of Sellers (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, contractors, agents, suppliers and potential suppliers, personnel training and techniques and materials, purchasing methods and techniques), however documented excluding information constituting Excluded Assets; and (c) any and all notes, analysis, compilations, studies, summaries and other material prepared by or for Sellers containing or based, in whole or in part, upon any information included in the foregoing. Each member of the Seller Group acknowledges that (a) Buyer has required that each member of the Seller Group make the covenants set forth in Sections 3 and 4 of this Agreement as a condition to Buyer's purchase of the Assets; (b) the provisions of Sections 3 and 4 of this Agreement are reasonable and necessary to protect and preserve Buyers’ interests in and right to the use and operation of the Assets from and after Closing; and (c) Buyers would be irreparably damaged if any member of the Seller Group were to breach the covenants set forth in Sections 3 and 4 of this Agreement.
