Common use of Confidentiality Covenant Clause in Contracts

Confidentiality Covenant. Following the Closing Date, Sellers will not, directly or indirectly, use for any purpose or disclose to any third party, any trade secret, supplier or patient list, financial data, price list, pricing or marketing policy or plan, financial information, prices, costs, treatment methods, strategic planning information, processes, plans, methods of doing business or any other proprietary or confidential information that is the property of Buyer (or of any of its affiliates). This restriction will not apply to any information that (i) is or becomes generally available to and known by the public (other than as a result of unpermitted disclosure directly or indirectly by Sellers or Sellers’ affiliates, advisors or representatives); (ii) is or becomes available to Sellers on a non-confidential basis from a source other than Buyer or its affiliates, advisors or representatives, provided that, at the time of disclosure to Sellers, such source was not bound by a confidentiality agreement with or other obligation of secrecy to Buyer or any of its affiliates; (iii) has already been or is hereafter independently acquired or developed by Sellers without violating any confidentiality agreement with or other obligation of secrecy to Buyer; or (iv) information and relationships that either Xxxxxx or Xxxxxxxxx had prior to the Closing Date and that is not specifically conveyed to Buyer under this Agreement. Without limiting the other possible remedies to Buyer for the breach of this covenant, Sellers agree that injunctive or other equitable relief will be available to enforce this covenant. Sellers further agree that in the event that any one or more of the provisions of this Section 7.6 will be held to be unenforceable or invalid for any reason, such provision will be modified or deleted in such a manner so as to make this Section 7.6. as modified, legal and enforceable to the fullest extent permitted under applicable laws.

Confidentiality Covenant. Following Except as set forth below, neither the Closing DateSeller, Sellers will notthe Curtxx Xxxsidiaries or the Parent, on the one hand, nor the Buyer, on the other hand, nor any of their respective Affiliates, shall at any time from and after the execution of this Agreement, directly or indirectly, use for without the prior written consent of the other Party, disclose or use, in any purpose way harmful to the business, operations, assets, prospects or disclose to any third partycondition of the Business, any trade secret, supplier the other Party or patient list, financial data, price list, pricing or marketing policy or plan, financial information, prices, costs, treatment methods, strategic planning information, processes, plans, methods of doing business or any other proprietary or confidential information that is the property of Buyer (or of any of its affiliates). This restriction will not apply Affiliates, or otherwise contrary to the interests of such other Party or its Affiliates, any information involving or relating to the other Party or any of its Affiliates or any business, venture or other activity of such other Party, past, present or future, actual or prospective; PROVIDED, HOWEVER, that (i) is or becomes such information shall not include any information known generally available to and known by the public (other than as a result of unpermitted disclosure directly in violation hereof by a Party or indirectly by Sellers any of its Affiliates), or Sellers’ affiliates, advisors or representatives); (ii) is or becomes available disclosed to Sellers such Party on a non-confidential nonconfidential basis from a source other than Buyer or its affiliatesthird party, advisors or representativesPROVIDED, provided that, at the time of disclosure to Sellers, that such source was third party is not bound by a confidentiality agreement with or other obligation of confidentiality or secrecy with respect to Buyer such information under an agreement or any of its affiliates; (iii) has already been or is hereafter independently acquired or developed applicable law, and FURTHER PROVIDED, that the Parties and their Affiliates may disclose such confidential information to their respective advisors who shall be bound by Sellers without violating any confidentiality agreement with or other obligation of secrecy to Buyer; or (iv) information and relationships that either Xxxxxx or Xxxxxxxxx had prior to the Closing Date and that is not specifically conveyed to Buyer under this Agreement. Without limiting the other possible remedies to Buyer for the breach of this covenant, Sellers agree that injunctive or other equitable relief will be available to enforce this covenant. Sellers further agree that in the event that any one or more of the provisions of this Section 7.6 will be held to be unenforceable 6.1. Notwithstanding the foregoing, the provisions of this Section 6.1 shall not prohibit any disclosure required by law in connection with any judicial or invalid administrative proceeding or inquiry. This Section 6.1 shall survive the Closing or termination of this Agreement for any reasonreason whatsoever; PROVIDED, such provision will be modified or deleted in such a manner so as to make HOWEVER, that this Section 7.6. as modified, legal 6.1 shall not prevent the Buyer and enforceable its Affiliates from using confidential information relating to the fullest extent permitted under applicable lawsAcquired Assets, the Business and/or the Curtxx Xxxties from and after the Closing in connection with the operation of the Business and the Acquired Assets.

Confidentiality Covenant. Following (a) As a consequence of this Agreement and the Closing Daterelationship established hereby, Sellers will not, directly or indirectly, use for any purpose or disclose each party may obtain from the other party certain confidential and proprietary and/or non-public information with respect to any third the other party, any trade secretincluding, supplier or patient list, financial data, price listwithout limitation, pricing or terms, business plans and prospects, sales and marketing policy or plantechniques, design concepts, information regarding the development, composition and manufacture of products, ideas, drawings, product specifications, trade and industrial secrets, intellectual property rights, financial information, pricesthe names and the nature of, costsbusiness dealings with, treatment methodssuppliers, strategic planning informationcustomers and others, processesand the other party's structure, plansorganization, methods commercial and business affairs and financial condition and the other party's trade secrets (collectively "Confidential Information"). Each of doing business or XC and AJR acknowledges that the Confidential Information it obtains from the other party hereto constitutes the trade secrets of the disclosing party. AJR and XC each agrees that it shall keep the Confidential Information it receives from the other party hereto strictly confidential and shall not disclose any of the Confidential Information to any other proprietary person or confidential information that is the property of Buyer (entity, or of take or use any of the Confidential Information for its affiliates)own purposes, except as may be required in connection with the performance of its obligations under this Agreement or the enforcement of this Agreement. This restriction will not apply to any information that Notwithstanding the foregoing, a party may disclose the Confidential Information of the other party hereto: (i) is or if such Confidential Information becomes generally known or available to and known the public, other than due to a breach of this Agreement by the public (other than as a result of unpermitted disclosure directly or indirectly by Sellers or Sellers’ affiliates, advisors or representatives)party receiving the Confidential Information hereunder; (ii) is or becomes available to Sellers on a non-confidential basis from a source other than Buyer or its affiliates, advisors or representatives, provided that, at in connection with the time enforcement of disclosure to Sellers, such source was not bound by a confidentiality agreement with or other obligation of secrecy to Buyer or any of its affiliatesthis Agreement; (iii) has already been pursuant to applicable law, regulation or is hereafter independently acquired or developed by Sellers without violating any confidentiality agreement with or other obligation of secrecy to Buyersubpoena; or (iv) information and relationships if such Confidential Information was disclosed to either AJR or XC, as the case may be, by a source that either Xxxxxx or Xxxxxxxxx had prior was not bound, to the Closing Date knowledge of the party receiving the Confidential Information, to a confidentiality obligation for the benefit of, or fiduciary relationship in favor of, the other party hereto. In furtherance of the confidentiality obligations set forth herein, AJR and XC will adopt and implement appropriate procedures intended to prevent the unauthorized disclosure of Confidential Information that is not specifically conveyed it receives from the other party. The obligations of the parties pursuant to Buyer under this Section 9 shall survive the expiration or termination of this Agreement. Without limiting the other possible remedies to Buyer for the breach of this covenant, Sellers agree that injunctive or other equitable relief will be available to enforce this covenant. Sellers further agree that in the event that any one or more of the provisions of this Section 7.6 will be held to be unenforceable or invalid for any reason, such provision will be modified or deleted in such a manner so as to make this Section 7.6. as modified, legal and enforceable to the fullest extent permitted under applicable laws.

Confidentiality Covenant. Following All information concerning each party to this Agreement, whether disclosed prior to or after the Closing Datedate hereof, Sellers including, without limitation, all commercial, financial, sales, marketing, technological, customer and software information, is deemed to be proprietary and confidential information of the disclosing party ("Confidential Information"). Each party agrees not to disclose or use, other than as required to perform its obligations under this Agreement, the other party's Confidential Information in any manner whatsoever without the prior written consent of the disclosing party. Each of the parties hereto shall cause its officers, directors, employees, representatives and agents ("Representatives") to observe the terms of this Section 11 and will not, directly or indirectly, use be responsible for any purpose or disclose to any third party, any trade secret, supplier or patient list, financial data, price list, pricing or marketing policy or plan, financial information, prices, costs, treatment methods, strategic planning information, processes, plans, methods breach of doing business or any other proprietary or confidential information that is the property of Buyer (or of this Section 11 by any of its affiliates)Representatives. This restriction will Confidential Information does not apply to any include information that (ia) is or becomes generally publicly available to and known other than by disclosure by the public receiving party, (other than as a result of unpermitted disclosure directly or indirectly by Sellers or Sellers’ affiliates, advisors or representatives); (iib) is or becomes available to Sellers on a non-confidential basis the receiving party from a source that is not prohibited from disclosing such information, (c) is or was known to the receiving party prior to receipt of such information by the disclosing party, as evidenced by prior written records of the receiving party, or (d) is required to be disclosed, on the advice of legal counsel, by law, regulation or legal process; provided, where not precluded by law, regulation or legal process, the receiving party provides the disclosing party with reasonable notice of such obligation to allow the disclosing party sufficient time to object. Except for that Confidential Information that the receiving party is required to maintain by law or regulation, such as accounting records, invoices and sales reports, as soon as practicable after the Termination Date, the recipient of any Confidential Information of the other than Buyer party hereto shall (a) promptly destroy such Confidential Information in its possession or its affiliates, advisors or representatives, provided that(b) promptly deliver to the disclosing party such Confidential Information, at the time option of disclosure the disclosing party. In the event of any conflict between this Section 11 and the Affiliation Agreement with respect to Sellers, such source was not bound by a obligations of confidentiality agreement with or other obligation of secrecy to Buyer or any of its affiliates; (iii) has already been or is hereafter independently acquired or developed by Sellers without violating any confidentiality agreement with or other obligation of secrecy to Buyer; or (iv) information and relationships that either Xxxxxx or Xxxxxxxxx had prior to the Closing Date and that is not specifically conveyed to Buyer under this Agreement. Without limiting the other possible remedies to Buyer for the breach of this covenantTermination Date, Sellers agree that injunctive or other equitable relief will be available to enforce this covenant. Sellers further agree that in the event that any one or more of the provisions of this Section 7.6 will be held to be unenforceable or invalid for any reason, such provision will be modified or deleted in such a manner so as to make this Section 7.6. as modified, legal and enforceable to the fullest extent permitted under applicable laws11 shall prevail.

Confidentiality Covenant. Following the Closing DateExcept as needed to facilitate this Agreement, Sellers will notno party hereto shall, directly or indirectly, use for any purpose purpose, or disclose to any third party, any trade secretinformation of any other party hereto (whether written or oral), supplier including any business management or economic studies, patient listlists, financial proprietary forms, proprietary business or management methods, marketing data, price listfee schedules, pricing or marketing policy trade secrets, including the terms and provisions of this Agreement and any transaction or plandocument executed by the parties pursuant to this Agreement. Notwithstanding the foregoing, financial information, prices, costs, treatment methods, strategic planning information, processes, plans, methods of doing business or any other proprietary or confidential information that is a party hereto (the property of Buyer (or of any of its affiliates). This restriction will not apply to "Disclosing Party") may disclose any information that (i) is or becomes generally available to and known by the public or the ophthalmic, optometric or optical community (other than as a result of an unpermitted disclosure directly or indirectly by Sellers the Disclosing Party or Sellers’ his affiliates, advisors advisors, or representatives); (ii) is or becomes available to Sellers the Disclosing Party on a non-confidential nonconfidential basis from a source other than Buyer another party hereto or its affiliates, advisors or representatives, provided that, at the time of disclosure to Sellers, that such source is not and was not bound by a confidentiality agreement with or other obligation of secrecy to Buyer the party to which the confidential information relates or any of his or its affiliates, advisors or representatives of which the Disclosing Party has knowledge; (iii) has already been or is hereafter independently acquired or developed by Sellers the Disclosing Party without violating any confidentiality agreement with or other obligation of secrecy to Buyerthe party to which the confidential information relates or his or its affiliates, advisors or representatives; or (iv) information and relationships that either Xxxxxx or Xxxxxxxxx had prior the Disclosing Party is required by law to the Closing Date and that is not specifically conveyed to Buyer under this Agreementdisclose. Without limiting the other possible remedies to Buyer the party to which the confidential information relates for the breach of this covenant, Sellers the parties hereto agree that injunctive or other equitable relief will shall be available to enforce this covenant. Sellers further agree that in the event that any one or more of the provisions of this Section 7.6 will be held , such relief to be unenforceable without the necessity of posting a bond, cash or invalid for any reason, such provision will be modified or deleted in such a manner so as to make this Section 7.6. as modified, legal and enforceable to the fullest extent permitted under applicable lawsotherwise.

Confidentiality Covenant. Following the Closing DateExcept as needed to facilitate this Agreement, Sellers will notno party shall, directly or indirectly, use for any purpose purpose, or disclose to any third party, any trade secretinformation of any other party (whether written or oral), supplier including any business, management or economic studies, patient listlists, financial proprietary forms, proprietary business or management methods, marketing data, price listfee schedules, pricing or marketing policy trade secrets, including the terms and provisions of this Agreement and any transaction or plandocument executed by the parties pursuant to this Agreement. Notwithstanding the foregoing, financial information, prices, costs, treatment methods, strategic planning information, processes, plans, methods of doing business or any other proprietary or confidential information that is the property of Buyer (or of any of its affiliates). This restriction will not apply to a party may disclose any information that (ia) is or becomes generally available to and known by the public or the ophthalmic, optometric or optical community (other than as a result of an unpermitted disclosure directly or indirectly by Sellers the disclosing party or Sellers’ his or its affiliates, advisors advisors, or representatives); (iib) is or becomes available to Sellers the disclosing party on a non-confidential nonconfidential basis from a source other than Buyer the disclosing party or his or its affiliates, advisors or representatives, provided that, at the time of disclosure to Sellers, that such source is not and was not bound by a confidentiality agreement with or other obligation of secrecy to Buyer the party to which the confidential information relates or any of his or its affiliates, advisors or representatives of which the disclosing party has knowledge; (iiic) has already been or is hereafter independently acquired or developed by Sellers the disclosing party without violating any confidentiality agreement with or other obligation of secrecy to Buyerthe party to which the confidential information relates or his or its affiliates, advisors or representatives; or (ivd) information and relationships that either Xxxxxx or Xxxxxxxxx had prior the disclosing party is required by law to the Closing Date and that is not specifically conveyed to Buyer under this Agreementdisclose. Without limiting the other possible remedies to Buyer the party to which the confidential information relates for the breach of this covenant, Sellers agree the disclosing party agrees that injunctive or other equitable relief will shall be available to enforce this covenant. Sellers further agree that in the event that any one or more of the provisions of this Section 7.6 will be held , such relief to be unenforceable without the necessity of posting a bond, cash or invalid for any reason, such provision will be modified or deleted in such a manner so as to make this Section 7.6. as modified, legal and enforceable to the fullest extent permitted under applicable lawsotherwise.

Confidentiality Covenant. Following (i) Each party ("First Party") recognizes and acknowledges that during the Closing Date, Sellers will not, directly or indirectly, use for any purpose or disclose Term hereof it shall have access to any third party, any certain trade secret, supplier proprietary and confidential information of the other party ("Other Party") and that such information constitutes valuable, special and unique property of Other Party. The parties hereto confirm that it is reasonably necessary to protect Other Party's goodwill, and First Party does hereby agree to keep secret and confidential all information heretofore or patient listhereafter acquired by it relating to the following (all such information being hereinafter referred to as "Confidential Information"): (a) the financial condition and other information relating to the business of the Other Party, financial dataincluding without limitation, price listits rates for services, pricing or marketing policy or planits contracts and its managed care contracting payment rates and information; (b) the systems, financial information, prices, costs, treatment methods, strategic planning information, processesproducts, plans, methods services, marketing, sales, administration and management procedures, trade relations or practices, techniques and practices heretofore or hereafter acquired, developed and/or used by Other Party; and (c) the suppliers, vendors, lenders, independent contractors and employees of doing business or any other proprietary or confidential information that is Other Party and the property of Buyer (or terms of any contracts with same. First Party further agrees that it shall at no time during the Term of its affiliates). This restriction will not apply this Agreement or thereafter disclose any such Confidential Information to any information that person, firm, corporation, association, or other entity (i) is hereinafter referred to as "Third Parties"), or becomes generally available to and known by use the public (same in any manner other than as a result of unpermitted disclosure directly or indirectly in connection with the business and the affairs contemplated by Sellers or Sellers’ affiliates, advisors or representatives); (ii) is or becomes available to Sellers on a non-confidential basis from a source other than Buyer or its affiliates, advisors or representatives, provided that, at the time of disclosure to Sellers, such source was not bound by a confidentiality agreement with or other obligation of secrecy to Buyer or any of its affiliates; (iii) has already been or is hereafter independently acquired or developed by Sellers without violating any confidentiality agreement with or other obligation of secrecy to Buyer; or (iv) information and relationships that either Xxxxxx or Xxxxxxxxx had prior to the Closing Date and that is not specifically conveyed to Buyer under this Agreement. Without limiting First Party agrees that, upon the termination of this Agreement for any reason whatsoever, with or without cause, whether under the terms of this Agreement or otherwise, it shall forthwith deliver or cause to be delivered to Other Party any and all working papers, forms, records, account listings, financial statements, notebooks, manuals, keys, data and other possible remedies documents and materials in its possession or under its control relating to Buyer for or containing any such Confidential Information. Notwithstanding any other provision of this Agreement, this Section 10 shall not apply to: (a) any information which is, or will become, public during the Term, other than by breach of this covenant, Sellers agree that injunctive or other equitable relief will be Agreement by First Party; (b) any information independently made lawfully available to enforce this covenant. Sellers further agree that First Party as a matter of right by a third party; (c) any information which was independently developed by First Party without the use of Confidential Information; (d) any information which is ordered to be released by requirement of a governmental agency or court of law; (e) any information provided to employees, agents or professional advisors, such as attorneys and accountants, of First Party; (f) any information received by Manager in its capacity as an investor in the event that any one or more of the provisions of this Section 7.6 will be held to be unenforceable or invalid for any reason, such provision will be modified or deleted Company rather than in such a manner so its capacity as to make this Section 7.6. as modified, legal and enforceable to the fullest extent permitted under applicable lawsManager.

Confidentiality Covenant. Following (i) Each party ("First Party") recognizes and acknowledges that during the Closing Date, Sellers will not, directly or indirectly, use for any purpose or disclose Term hereof it shall have access to any third party, any certain trade secret, supplier proprietary and confidential information of the other party ("Other Party") and that such information constitutes valuable, special and unique property of Other Party. The parties hereto confirm that it is reasonably necessary to protect Other Party's goodwill, and First Party does hereby agree to keep secret and confidential all information heretofore or patient listhereafter acquired by it relating to the following (all such information being hereinafter referred to as "Confidential Information"): (a) the financial condition and other information relating to the business of the Other Party, financial dataincluding without limitation, price listits rates for services, pricing or marketing policy or planits contracts and its managed care contracting payment rates and information; (b) the systems, financial information, prices, costs, treatment methods, strategic planning information, processesproducts, plans, methods services, marketing, sales, administration and management procedures, trade relations or practices, techniques and practices heretofore or hereafter acquired, developed and/or used by Other Party; and (c) the suppliers, vendors, lenders, independent contractors and employees of doing business or any other proprietary or confidential information that is Other Party and the property of Buyer (or terms of any contracts with same. First Party further agrees that it shall at no time during the Term of its affiliates). This restriction will not apply this Agreement or thereafter disclose any such Confidential Information to any information that person, firm, corporation, association, or other entity (i) is hereinafter referred to as "Third Parties"), or becomes generally available to and known by use the public (same in any manner other than as a result of unpermitted disclosure directly or indirectly in connection with the business and the affairs contemplated by Sellers or Sellers’ affiliates, advisors or representatives); (ii) is or becomes available to Sellers on a non-confidential basis from a source other than Buyer or its affiliates, advisors or representatives, provided that, at the time of disclosure to Sellers, such source was not bound by a confidentiality agreement with or other obligation of secrecy to Buyer or any of its affiliates; (iii) has already been or is hereafter independently acquired or developed by Sellers without violating any confidentiality agreement with or other obligation of secrecy to Buyer; or (iv) information and relationships that either Xxxxxx or Xxxxxxxxx had prior to the Closing Date and that is not specifically conveyed to Buyer under this Agreement. Without limiting First Party agrees that, upon the termination of this Agreement for any reason whatsoever, with or without cause, whether under the terms of this Agreement or otherwise, it shall forthwith deliver or cause to be delivered to Other Party any and all working papers, forms, records, account listings, financial statements, notebooks, manuals, keys, data and other possible remedies documents and materials in its possession or under its control relating to Buyer for or containing any such Confidential Information. Notwithstanding any other provision of this Agreement, this Section 10 shall not apply to: (a) any information which is, or will become, public during the Term, other than by breach of this covenant, Sellers agree that injunctive or other equitable relief will be Agreement by First Party; (b) any information independently made lawfully available to enforce this covenant. Sellers further agree that First Party as a matter of right by a third party; (c) any information which was independently developed by First Party without the use of Confidential Information; (d) any information which is ordered to be released by requirement of a governmental agency or court of law; (e) any information provided to employees, agents or professional advisors, such as attorneys and accountants, of First Party; (f) any information received by Manager in its capacity as an investor in the event that any one or more of the provisions of this Section 7.6 will be held to be unenforceable or invalid for any reason, such provision will be modified or deleted Partnership rather than in such a manner so its capacity as to make this Section 7.6. as modified, legal and enforceable to the fullest extent permitted under applicable lawsManager.