CDS' INFORMATION Clause Samples
CDS' INFORMATION. CDS' Confidential and Proprietary information includes but is not limited to any and all System design information, software, technological data, financial information, documents, plans, diagrams, specifications, prototypes, and output whether communicated verbally or in writing. BUYER shall use its best efforts to prevent any use and disclosure of the Confidential and Proprietary Information. BUYER shall not copy or duplicate any Confidential Information. In addition, the BUYER shall require, as a condition of any of its employees or third parties receiving the Confidential and Proprietary Information directly from BUYER, such recipient's executing an agreement in form and substance similar to EXHIBIT "D" hereto. BUYER shall not, and it shall not allow another person to make or make an attempt to, examine, copy, alter, "reverse engineer," tamper with or otherwise use the Hardware or Software except as set forth herein. BUYER's confidentiality obligation shall not extend to information which is or becomes available to the public other than through a breach of this Agreement, which is already possessed by BUYER or which is independently developed by BUYER with reference to Confidential Information. BUYER acknowledges and agrees that the obligation of confidentiality and protection of CDS' Confidential and Proprietary Information shall survive the termination of this Agreement. In addition to other provisions herein, this Agreement and the license granted herein may be immediately terminated by CDS if BUYER violates or allows the violation of this Section 10B.
CDS' INFORMATION. CDS has made or will make available to MEDY and CADI all information that CDS has available (including all tax returns, financial statements given to any other person, contracts, payroll schedules, financial books and records, and all other information regarding CDS, its business, its customers, its management, and its financial condition which MEDY may have requested (all such information being referred to herein as the "CDS Information"). As of their respective dates, the CDS Information did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Agreement and Plan of Merger - CADI, CDS Page 5 April 17, 1998 (12:17PM)