Buyer Confidential Information. Buyer shall not disclose confidential proprietary information to Multitest except in accordance with these provisions. All information claimed to be confidential or proprietary shall be reduced to writing and appropriately marked to so identify it. Multitest agrees to hold such information in confidence for Xxxxx and not use it, except as authorized by Xxxxx, for a period of three (3) years from the date of this Contract. In protecting the confidentiality of such information, Multitest shall be held to the standard of care it uses in protecting its own such confidential and proprietary information. Notwithstanding Buyer's claim of confidential or proprietary status, the following information shall not be subject to the obligation of confidentiality or non-use: information which was or becomes known to Multitest from sources other than Buyer; information which is independently developed by Multitest, or by its consultants, without breach of these terms; information which is or becomes part of the public domain without breach of these terms; information which is disclosed to third parties without restriction or breach of these terms.
Buyer Confidential Information. Except as otherwise agreed to by Buyer in writing, Seller shall, and shall cause its stockholders, directors, officers, consultants, advisors, agents, employees and representatives to, treat the existence of and the terms of this Agreement as strictly confidential except (i) Seller may share this Agreement and its terms with Seller’s tax, legal or financial advisors, (ii) as necessary to enforce Seller’s rights hereunder or (iii) if Seller is compelled to disclose such information by judicial or administrative process or, based upon the advice of legal counsel, by other requirements of applicable Law. Xxxxxx agrees that at all times from and after the Closing Date, it will, and will cause its representatives to, keep secret and retain in the strictest confidence, and will not use for the benefit of itself or others, any Buyer Confidential Information. For purposes of this Agreement, “Buyer Confidential Information” means, any and all proprietary or confidential information regarding Buyer or its business or any of its assets or other properties, including, without limitation, know-how, trade secrets, vendor identities or lists, terms of vendor contracts, customer lists, terms of customer contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques, plans or processes, other than any of the foregoing which (1) are in or become part of the public domain (except through the conduct of Seller, its Affiliates or any of their representatives which violates this Section 5.1), or (2) is required in connection with the preparation of a Tax Return or similar Tax-related filing.
Buyer Confidential Information. Each Stockholder covenants and agrees that it will not, directly or indirectly, from the date hereof through and including the fifth anniversary of said date disclose to any person, or use or otherwise exploit for the benefit of such Stockholder or any other Person, any Buyer Confidential Information, provided that a Stockholder may disclose such Buyer Confidential Information to any employee, officer, director, agent or attorney of such Stockholder who has a need to know such Buyer Confidential Information for the purposes of evaluating the transactions contemplated by this Agreement, but only upon a clear understanding by such employee, officer, director, agent or attorney of the Stockholder's obligations pursuant to this Section 7.2; provided, however, that each Stockholder's obligations pursuant to this Section 7.2(b) with respect to any item of Buyer Confidential Information constituting a Trade Secret shall remain in effect for a period ending on the later of (A) five years from the date hereof, or (B) the last day of the period that applicable law shall protect such Buyer Confidential Information as a trade secret. "Buyer Confidential Information" shall mean any information (whether a trade secret or not; whether proprietary or not) relating to the Buyer or to the business of the Buyer which is of value to the Buyer, including, without limitation, manufacturing processes, know-how, designs, software, business plans, negotiations and contracts (including leases, notes and loan documents) with other companies, financial statements, cost and expense data, marketing strategies, customer lists, personnel matters, licenses, licensees, and licensors; provided, however, that Buyer Confidential Information shall not include information which (A) is known to the Stockholders prior to receipt from Buyer, which knowledge shall be evidenced by written records, (B) is or becomes in the public domain through no breach of this Agreement by the Stockholders, (C) is received from a third party without breach of any obligation of confidentiality, (D) is independently developed by the Stockholders without the use of any information obtained from the Buyer, or (E) is disclosed pursuant to an order of a court of competent jurisdiction.
Buyer Confidential Information. The term shall have the meaning set forth in Section 8.4.1.
Buyer Confidential Information. 9.4.1 Seller acknowledges that Buyer Confidential Information (as defined below) is valuable and proprietary and Seller agrees not to, directly or indirectly, use, publish, disseminate, describe or otherwise disclose any Buyer Confidential Information without the prior written consent of Buyer. For purposes of this Agreement, “
Buyer Confidential Information. Seller shall regard as confidential and proprietary all of the information communicated to it by Buyer in connection with this Agreement (which information shall at all times be the property of Buyer) (“Buyer Confidential Information”). Seller shall not, without Buyer’s prior written consent, at any time disclose any portion of the Buyer Confidential Information to third parties, excluding Seller’s agents or subcontractors which are directly performing services for Seller in connection with this Agreement or the Transition Services Agreement or approved third party contract manufacturers, all of the foregoing bound by written confidentiality and restricted use agreements. Seller shall promptly after the termination or expiration of this Agreement return to Buyer all Buyer Confidential Information which is in written or tangible form (including all copies, summaries and notes of the contents thereof). Notwithstanding the foregoing, Seller’s obligations pursuant to this Section 11.1 shall not apply to Buyer Confidential Information that (i) at the time of disclosure, is, or after disclosure becomes part of, the public domain other than as a consequence of Seller’s or its agents’ or subcontractors’ breach of this Section 11.1, (ii) was without restriction and known or otherwise available to Seller prior to the disclosure by Buyer, (iii) is disclosed by a third party to Seller after the disclosure by Buyer, if such third party’s disclosure neither violates any obligation of the third party to Buyer nor is a consequence of Seller’s breach of this Section 11.1 or its agents or subcontractors breach of any confidentiality obligation owed to Buyer, (iv) is authorized by Buyer in writing for release, or (v) is independently developed by Seller without reference to Buyer Confidential Information.
Buyer Confidential Information. Seller acknowledges that Buyer Confidential Information is valuable and proprietary to the Project and Seller agrees not to, directly or indirectly, use, publish, disseminate, describe or otherwise disclose any Buyer Confidential Information in respect of the Project without the prior written consent of Buyer. For purposes of this Agreement, “Buyer Confidential Information” shall mean (a) any and all information provided by Buyer to Seller and identified by Xxxxx as confidential and (b) any and all information provided by Buyer to Seller with respect to the Project, or the transactions contemplated hereby. Information shall not be deemed to be Buyer Confidential Information if (i) it has become generally known or available within the industry or the public through no act or omission of Seller; (ii) Seller can demonstrate that, prior to disclosure in connection with the transactions contemplated hereby, such information was already in the possession of Seller; (iii) it was rightfully received by Seller from a third party who became aware of it through no act or omission of Seller and who is not under an obligation of confidentiality to Buyer, or (iv) Seller can demonstrate it was independently developed by employees or consultants of Seller.
Buyer Confidential Information. The Seller acknowledges that the Buyer Confidential Information is valuable to the Buyer and, as of the Closing Date, the Seller agrees not to disclose any Buyer Confidential Information other than to its employees, agents, representatives and consultants who have a need to know such information and which have executed non-disclosure agreements consistent with the terms hereof or who are otherwise bound by confidentiality consistent with the terms hereof, without the prior written consent of the Buyer. For purposes of this Agreement, “Buyer Confidential Information” shall mean any and all information related to the Buyer, the Company Interests, the Company Group Entities and the Projects. Information shall not be deemed to be the Buyer Confidential Information if it has become generally known or available within the industry or the public through no act or omission of the Seller.
Buyer Confidential Information. On and after the date of this Agreement, any and all Patent Related Materials, whether actually delivered to Buyer pursuant to Section 2.4 or not, shall automatically and immediately become and shall for all purposes be deemed to be “Buyer Confidential Information.” Seller shall, and shall ensure its Affiliates: (a) treat as confidential all Buyer Confidential Information; (b) not use any Buyer Confidential Information except as expressly authorized in writing by Buyer; and (c) use at least the same degree of care in keeping the Buyer Confidential Information confidential as Seller and its Affiliates uses to safeguard information of like importance (but in no event less than reasonable care) from unauthorized disclosure, duplication, removal and misuse.
Buyer Confidential Information. Seller shall, and shall cause its Affiliates to, keep in confidence and shall not use, and shall cause its Affiliates not to use, for its or their own benefit or for the benefit of any third parties, or divulge to any third parties, any confidential information, knowledge, data or plans of Buyer or its Affiliates, including without limitation any confidential information, knowledge, data or plans relating to the Purchased Business (collectively, the “Buyer Confidential Information”). Buyer Confidential Information shall be considered and kept as the private, proprietary and confidential information of Buyer or such Affiliate, as the case may be, and may not be divulged without the express written authorization of Buyer.
