Common use of Confidentiality of Company Information Clause in Contracts

Confidentiality of Company Information. This Agreement and all financial statements, tax reports, valuations, reports, reviews, analyses or other materials, and all other documents and information concerning the affairs of the Company and its investments, including, without limitation, information about the Portfolio Companies (collectively, the “Confidential Information”), that any Member may receive or that may be disclosed, distributed or disseminated (whether in writing, orally, electronically or by other means) to any Member or its representatives or otherwise as a result of its ownership of an interest in the Company, constitute proprietary and confidential information about the Company, the Manager, the Service Company and their respective Affiliates, and the Portfolio Companies (the “Affected Parties”). Each Member acknowledges and agrees that the Affected Parties derive independent economic value from the Confidential Information not being generally known and that the Confidential Information is the subject of reasonable efforts to maintain its secrecy. E a c h Member further acknowledges and agrees that the Confidential Information is a trade secret, the disclosure of which is likely to cause substantial and irreparable competitive harm to the Affected Parties or their respective businesses. Each Member agrees to hold all Confidential Information in confidence, and not to disclose any Confidential Information to any third party without the prior written consent of the Manager. Each Member also agrees that any document constituting or containing, or any other embodiment of, any Confidential Information shall be returned to the Company upon the Manager’s request. Notwithstanding any provision of this Agreement to the contrary, the Manager may withhold disclosure of any Confidential Information (other than this Agreement or tax reports) to any particular Member if the Manager reasonably determines that the disclosure of such Confidential Information to such Member may result in the general public gaining access to such Confidential Information or that such disclosure is not in the best interests of the Company or the Portfolio Companies. Notwithstanding the foregoing, each Member may disclose Confidential Information: (a) to its officers, directors, trustees, equity owners, wholly-owned subsidiaries, employees, and outside experts (including but not limited to its attorneys and accountants) on a “need to know” basis, so long as such persons are bound by the same duties of confidentiality to the Company as such Member, and so long as such Member shall remain liable for any breach of this paragraph by such persons; (b) to the extent that such information is required to be disclosed by applicable law in connection with any governmental, administrative, or regulatory proceeding or filing (including any inspection or examination), after reasonable prior written notice to the Manager (except where such notice is expressly prohibited by law); (c) to the extent that such information was received from a third party not subject to confidentiality limitations and such Member can establish that it rightfully received such information from such party other than as a result of the breach of this paragraph by Member or such party; or

Confidentiality of Company Information. This Agreement and all financial financial statements, tax reports, valuations, reports, reviews, analyses or other materials, and all other documents and information concerning the affairs of the Company and its investments, including, without limitation, information about the Portfolio Companies (collectively, the “Confidential Confidential Information”), that any Member may receive or that may be disclosed, distributed or disseminated (whether in writing, orally, electronically or by other means) to any Member or its representatives or otherwise as a result of its ownership of an interest in the Company, constitute proprietary and confidential confidential information about the Company, the Manager, the Service Company and their respective Affiliates, and the Portfolio Companies (the “Affected Affected Parties”). Each Member acknowledges and agrees that the Affected Affected Parties derive independent economic value from the Confidential Confidential Information not being generally known and that the Confidential Confidential Information is the subject of reasonable efforts efforts to maintain its secrecy. E a c h Member further acknowledges and agrees that the Confidential Confidential Information is a trade secret, the disclosure of which is likely to cause substantial and irreparable competitive harm to the Affected Affected Parties or their respective businesses. Each Member agrees to hold all Confidential Confidential Information in confidenceconfidence, and not to disclose any Confidential Confidential Information to any third party without the prior written consent of the Manager. Each Member also agrees that any document constituting or containing, or any other embodiment of, any Confidential Information shall be returned to the Company upon the Manager’s request. Notwithstanding any provision of this Agreement to the contrary, the Manager may withhold disclosure of any Confidential Confidential Information (other than this Agreement or tax reports) to any particular Member if the Manager reasonably determines that the disclosure of such Confidential Confidential Information to such Member may result in the general public gaining access to such Confidential Confidential Information or that such disclosure is not in the best interests of the Company or the Portfolio Companies. Notwithstanding the t h e foregoing, each Member may disclose Confidential Confidential Information: (a) to its officersofficers, directors, trustees, equity owners, wholly-owned subsidiaries, employees, and outside experts (including but not limited to its attorneys and accountants) on a “need to know” basis, so long as such persons are bound by the same duties of confidentiality confidentiality to the Company as such Member, and so long as such Member shall remain liable for any breach of this paragraph by such persons; (b) to the extent that such information is required to be disclosed by applicable law in connection with any governmental, administrative, or regulatory proceeding or filing filing (including any inspection or examination), after reasonable prior written notice to the Manager (except where such notice is expressly prohibited by law); (c) to the extent that such information was received from a third party not subject to confidentiality limitations and such Member can establish that it rightfully received such information from such party other than as a result of the breach of this paragraph by Member or such party; or

Confidentiality of Company Information. This T h i s Agreement and all financial financial statements, tax reports, valuations, reports, reviews, analyses or other materials, and all other documents and information concerning the affairs of the Company and its investments, including, without limitation, information about the t h e Portfolio Companies (collectively, the “Confidential Confidential Information”), that any Member may receive or that may be disclosed, distributed or disseminated (whether in writing, orally, electronically or by b y other means) to any Member or its representatives or otherwise as a result of its ownership of an interest in the Company, constitute proprietary and confidential confidential information about the Company, the Manager, the Service Company and their respective Affiliates, and the Portfolio Companies (the “Affected Affected Parties”)” ) . Each Member acknowledges and agrees that the Affected Affected Parties derive independent economic value from the Confidential Confidential Information not being generally known and that the Confidential Confidential Information is the subject of reasonable efforts efforts to maintain its secrecy. E a c h Each Member further acknowledges and agrees that the Confidential Confidential Information is a trade secret, the disclosure of which is likely to cause substantial and irreparable competitive harm to the Affected Affected Parties or their respective businesses. Each Member agrees to hold all Confidential Confidential Information in confidenceconfidence, and not to disclose any Confidential Confidential Information to any third party without the prior written consent of the Manager. Each Member also agrees that any document constituting or containing, or any other embodiment of, any Confidential Information shall be returned to the Company upon the Manager’s request. Notwithstanding any provision of this Agreement to the contrary, the Manager may withhold disclosure of any Confidential Confidential Information (other than this Agreement or tax reports) to any particular Member if the Manager reasonably determines that the disclosure of such Confidential Confidential Information to such Member may result in the general public gaining access to such Confidential Confidential Information or that such disclosure is not in the best interests of the Company or the Portfolio Companies. Notwithstanding the foregoing, each Member may disclose Confidential Confidential Information: (a) to its officersofficers, directors, trustees, equity owners, wholly-owned subsidiaries, employees, and outside experts (including but not limited to its attorneys and accountants) on a “need to know” basis, so long as such persons are bound by the same duties of confidentiality confidentiality to the Company as such Member, and so long as such Member shall remain liable for any breach of this paragraph by such persons; (b) to the extent that such information is required to be disclosed by applicable law in connection with any governmental, administrative, or regulatory proceeding or filing filing (including any inspection or examination), after reasonable prior written notice to the Manager (except where such notice is expressly prohibited by law); (c) to the extent that such information was received from a third party not subject to confidentiality limitations and such Member can establish that it rightfully received such information from such party other than as a result of the breach of this paragraph by Member or such party; oror (d) to the extent that the information provided by the Company is otherwise publicly available in the absence of any improper or unlawful action on the part of such Member.

Confidentiality of Company Information. This Agreement Executive covenants and all financial statementsagrees that any confidential or proprietary information and any corporate policies, tax reports, valuations, reports, reviews, analyses or other materialsprocedures and documents acquired by Executive during her employment with the Company is the exclusive property of the Company, and all other documents and Executive acknowledges that she has no ownership interest or right of any kind to said property. Except as otherwise required by law, Executive agrees that she will not use or directly or indirectly, disclose or divulge to any unauthorized party for her own benefit or to the detriment of the Company, any such information concerning that she may have acquired during her employment with the affairs of Company, whether or not developed or compiled by the Company and its investments, including, without limitation, information about the Portfolio Companies (collectively, the “Confidential Information”), that any Member may receive whether or that may be disclosed, distributed or disseminated (whether in writing, orally, electronically or by other means) not Executive was authorized to any Member or its representatives or otherwise as a result of its ownership of an interest in the Company, constitute proprietary and confidential information about the Company, the Manager, the Service Company and their respective Affiliates, and the Portfolio Companies (the “Affected Parties”). Each Member acknowledges and agrees that the Affected Parties derive independent economic value from the Confidential Information not being generally known and that the Confidential Information is the subject of reasonable efforts to maintain its secrecy. E a c h Member further acknowledges and agrees that the Confidential Information is a trade secret, the disclosure of which is likely to cause substantial and irreparable competitive harm to the Affected Parties or their respective businesses. Each Member agrees to hold all Confidential Information in confidence, and not to disclose any Confidential Information to any third party without the prior written consent of the Manager. Each Member also agrees that any document constituting or containing, or any other embodiment of, any Confidential Information shall be returned to the Company upon the Manager’s request. Notwithstanding any provision of this Agreement to the contrary, the Manager may withhold disclosure of any Confidential Information (other than this Agreement or tax reports) to any particular Member if the Manager reasonably determines that the disclosure of such Confidential Information to such Member may result in the general public gaining have access to such Confidential Information information. Executive covenants that she has returned all such information (as referenced in this section B) to the Company. Executive further covenants that she will not disclose any trade secrets, customer lists, vendor and contractor rates, designs, information regarding product development, names of vendors and contractors, phone numbers or that such disclosure is not in the best interests contact information of vendors and contractors, operating plans, strategic plans, marketing plans, sales plans, projected acquisitions or dispositions of properties, assets, or management agreements, management organization information (including data and other information relating to members of the Board and management), operating policies or manuals, business plans, purchasing agreements, financial records, or other financial, commercial, business or technical information relating to Company or any of the Portfolio CompaniesAffiliates or information designated as confidential or proprietary that Company or any of the Affiliates may receive belonging to suppliers, customers, or others who do business with Company or any of the Affiliates. Notwithstanding the foregoing, each Member may disclose Confidential Informationthis Release does not prohibit me from: (ai) providing truthful testimony in response to its officers, directors, trustees, equity owners, wholly-owned subsidiaries, employees, and outside experts compulsory legal process; (including but not limited ii) participating in any government investigation; (iii) providing truthful statements in conjunction with any claim permitted to its attorneys and accountants) on a “need to know” basis, so long as such persons are bound be brought by the same duties of confidentiality to the Company as such Member, and so long as such Member shall remain liable for any breach of this paragraph by such personsemployee; or (biv) providing information to the extent required by an order of a court having competent jurisdiction or under subpoena from an appropriate government agency. I am further notified that, under the Defend Trade Secrets Act (specifically, 18 U.S.C. § 1833), I may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that such information is required made (i) in confidence to be disclosed by applicable law in connection with any governmentala federal, administrativestate or local governmental official, either directly or indirectly, or regulatory proceeding to an attorney, and (ii) solely for the purpose of reporting or filing (including any inspection or examination), after reasonable prior written notice to the Manager (except where such notice is expressly prohibited by investigating a suspected violation of law); (c) to the extent that such information was received from a third party not subject to confidentiality limitations and such Member can establish that it rightfully received such information from such party other than as a result of the breach of this paragraph by Member or such party; or.

Confidentiality of Company Information. (a) This Agreement Agreement, the terms and conditions of the transactions contemplated hereby and all financial financial statements, tax reports, portfolio valuations, reportsreviews or analyses of US-DOCS\101960009.22 potential or actual investments, reviews, analyses or reports and all other materials, and all other documents and information concerning the affairs affairs, financial condition, business research and development and prospects of the Company Subject Companies and its their investments, including, without limitation, including information about the Portfolio Companies Entities in which any Subject Company has invested or the Persons investing in any Subject Company (collectively, the “Confidential Confidential Information”), ) that any Member may receive pursuant to or that may be disclosedin accordance with this Agreement, distributed or disseminated (whether in writing, orally, electronically or by other means) to any Member or its representatives or otherwise as a result of its ownership of an interest in the CompanySubject Companies, constitute proprietary and confidential confidential information about the CompanySubject Companies, the Manager, the Service Company Members and their respective Affiliates, and the Portfolio Companies Affiliates (the “Affected Affected Parties”). Each Member acknowledges and agrees ; provided, however, that the Affected term “Confidential Information” does not include information which is or becomes publicly available (other than as a result of a breach of this provision by a Member). The Members acknowledge that the Affected Parties derive independent economic value from the Confidential Confidential Information not being generally known to the public and that the Confidential Confidential Information is the subject of reasonable efforts efforts to maintain its secrecy. E a c h Member The Members further acknowledges and agrees acknowledge that the Confidential Confidential Information is a trade secret, the disclosure of which is likely to cause substantial and irreparable competitive harm to the Affected Affected Parties or their respective businesses. Each Member agrees to (i) hold all Confidential Information in confidenceconfidence, and not to disclose any Confidential Information to any third party Person without the prior written consent of the Manager. Each Member also agrees that any document constituting or containing, or any other embodiment ofCompany, any Confidential Information, and to use the same degree of care as such Member uses to protect its own confidential information in carrying out the foregoing confidentiality obligation and (ii) not use any Confidential Information shall be returned to the Company upon the Manager’s request. Notwithstanding for any provision of this Agreement to the contrary, the Manager may withhold disclosure of any Confidential Information (other than this Agreement purpose not related or tax reports) to any particular Member if the Manager reasonably determines that the disclosure of such Confidential Information incidental to such Member may result in the general public gaining access to such Confidential Information or that such disclosure is not in the best interests of the Company or the Portfolio CompaniesMember’s rights and obligations under this Agreement. Notwithstanding the foregoing, each Member may disclose Confidential Information: such Confidential Information (aw) to its officersofficers, directors, trustees, equity owners, wholly-owned subsidiaries, employees, employees and outside experts advisors (including but not limited to its attorneys and accountants) on a “need to know” basis, know basis so long as such persons Persons are bound by advised of the same duties confidentiality provisions of confidentiality to the Company as such Member, this paragraph 13.12 and so long as such Member shall remain liable for any breach of this paragraph 13.12 by such persons; Persons, (bx) to any actual or potential investors, debt and equity financing sources, partners, participants and assignees and bona fide potential purchasers of such Member’s interest in the Company where such Confidential Information is the subject of and protected by a binding confidentiality agreement or obligations of confidentiality, (y) to the extent that the information can be established by such Member to have been rightfully received by such Member from a third party without confidential limitations or to have been rightfully in such Member’s possession prior to the Company’s conveyance of such information is required to be disclosed by applicable law in connection with any governmental, administrative, such Member or regulatory proceeding or filing (including any inspection or examination), after reasonable prior written notice to the Manager (except where such notice is expressly prohibited by law); (cz) to the extent that such the information was received from a third party not subject to confidentiality limitations and such Member can establish that it rightfully received such information from such party other than as a result of provided by the breach of this paragraph by Member or such party; orCompany is otherwise generally available in the public domain.

Confidentiality of Company Information. This Agreement Sweexxx xxxognizes and acknowledges that he has been and will be privy to confidential information concerning the Company's business, including without limitation, financial data, personnel data, computer programs, supplier lists, technology, processes, methods, techniques, developments, inventions, improvements, apparatus, products, policies, customer lists, research data, plans, know-how, and trade secrets, as well as information relating to sales, costs, profits, organization, customers, pricing and pricing methods and other general business operations, which are valuable, special and unique assets of the Company, access to and knowledge of which have been essential to the performance of Sweexxx'x xxxies at the Company (hereinafter collectively the "Confidential Information"). Sweexxx xxxees that he will not, during the term of his employment or consulting relationship or thereafter at any time, disclose any of this Confidential Information to any person, firm, corporation, association or other entity, excepting the authorized employees and agents of the Company, nor make use of such Confidential Information either during the term of his employment or consulting relationship or at any time thereafter, for any purpose other than incident to his duties with the Company. Without limiting the generality of the foregoing, Sweexxx xxxressly agrees that such Confidential Information will not be used to compete directly or indirectly with the Company. Sweexxx xxxees that all financial statementsmaterials developed or existing at the Company, tax reportsall programs developed for customers or prospective customers, valuationsall files, letters, memoranda, reports, reviewsrecords, analyses data, specifications, customer lists, proposals, contracts, computer programs or computer-generated data (whether hard copy or machine-readable form) and other materialsdocumentation are the exclusive property of the Company. Sweexxx xxxees, during the term of his employment 4 -4- and consulting relationship with the Company, to keep and use such materials only in connection with the performance of his duties with the Company. Sweexxx xxxees to return all such materials and any copies thereof and all other documents and information concerning the affairs tangible property of the Company and its investments, including, without limitation, information about the Portfolio Companies (collectively, the “Confidential Information”), that any Member may receive or that may be disclosed, distributed or disseminated (whether in writing, orally, electronically or by other means) to any Member or its representatives or otherwise as a result immediately upon termination of its ownership of an interest in his employment with the Company, constitute proprietary and confidential information about the Company, the Manager, the Service Company and their respective Affiliates, and the Portfolio Companies (the “Affected Parties”). Each Member acknowledges and agrees that the Affected Parties derive independent economic value from the Confidential Information not being generally known and that the Confidential Information is the subject of reasonable efforts to maintain its secrecy. E a c h Member further acknowledges and agrees that the Confidential Information is a trade secret, the disclosure of which is likely to cause substantial and irreparable competitive harm to the Affected Parties or their respective businesses. Each Member agrees to hold all Confidential Information in confidence, and not to disclose any Confidential Information with respect to any third party without the prior written consent subsequent consulting project, immediately upon termination of the Manager. Each Member also agrees that any document constituting or containing, or any other embodiment of, any Confidential Information shall be returned to the Company upon the Manager’s request. Notwithstanding any provision of this Agreement to the contrary, the Manager may withhold disclosure of any Confidential Information (other than this Agreement or tax reports) to any particular Member if the Manager reasonably determines that the disclosure of such Confidential Information to such Member may result in the general public gaining access to such Confidential Information or that such disclosure is not in the best interests of the Company or the Portfolio Companies. Notwithstanding the foregoing, each Member may disclose Confidential Information: (a) to its officers, directors, trustees, equity owners, wholly-owned subsidiaries, employees, and outside experts (including but not limited to its attorneys and accountants) on a “need to know” basis, so long as such persons are bound by the same duties of confidentiality to the Company as such Member, and so long as such Member shall remain liable for any breach of this paragraph by such persons; (b) to the extent that such information is required to be disclosed by applicable law in connection with any governmental, administrative, or regulatory proceeding or filing (including any inspection or examination), after reasonable prior written notice to the Manager (except where such notice is expressly prohibited by law); (c) to the extent that such information was received from a third party not subject to confidentiality limitations and such Member can establish that it rightfully received such information from such party other than as a result of the breach of this paragraph by Member or such party; orspecific consulting project.

Confidentiality of Company Information. This Each Stockholder acknowledges that the information received by such Stockholder pursuant to this Agreement and all financial statements, tax reports, valuations, reports, reviews, analyses or other materialsmay be confidential, and all other documents and it will not use such confidential information concerning the affairs in violation of the Company Exchange Act or in a manner detrimental to the Company, or reproduce, disclose or disseminate such information to any other person (other than, with the exception of the Bowie Investor, the Bowie Director, the Inherent Investor and/or the Inherent Director, its employees or agents having a need to know the contents of such information, and its investments, including, without limitation, attorneys and who agree to keep such information about the Portfolio Companies (collectively, the “Confidential Information”confidential pursuant to this Subsection 3.3), that any Member may receive or that may be disclosed, distributed or disseminated (whether except in writing, orally, electronically or by other means) to any Member connection with the exercise of rights under this Agreement or its representatives or otherwise rights as a Stockholder, unless such confidential information (i) is on the date of disclosure publicly available, (ii) becomes after the date of disclosure publicly available other than as a result of its ownership a disclosure by such Stockholder where such disclosure constitutes a breach of an interest in this Agreement or any related nondisclosure agreement, (iii) is on the date of disclosure or becomes after the date of disclosure known by or available to such Stockholder on a nonconfidential basis from a source (other than the Company) which, constitute proprietary and confidential to the actual knowledge of such Stockholder, is not prohibited from disclosing such information about to such Stockholder by a statutory, regulatory, contractual or fiduciary obligation or (iv) is after the date hereof developed by such Stockholder independent of any information furnished by or on behalf of or obtained from the Company. The Company acknowledges that representatives of Whole Foods Market, the Manager, the Service Company and their respective Affiliates, and the Portfolio Companies Inc. (the “Affected Parties”). Each Member acknowledges parent corporation of the Bowie Investor) and agrees that the Affected Parties derive independent economic value from the Confidential Information not being generally known and that the Confidential Information is the subject of reasonable efforts to maintain its secrecy. E a c h Member further acknowledges and agrees that the Confidential Information is a trade secret, the disclosure of which is likely to cause substantial and irreparable competitive harm Affiliates may obtain access to the Affected Parties or their respective businesses. Each Member agrees confidential information disclosed to hold all Confidential Information in confidence, and not to disclose any Confidential Information to any third party without the prior written consent Bowie Investor as part of the Manager. Each Member also agrees that any document constituting or containingregular financial and accounting processes and controls for the monitoring and reporting of investments made by Whole Foods Market, or any other embodiment of, any Confidential Information shall be returned to the Company upon the Manager’s requestInc. and its subsidiaries. Notwithstanding any provision of this Agreement to the contrary, the Manager Bowie Investor acknowledges and agrees that the Company may withhold disclosure certain confidential information of any Confidential Information (other than this Agreement or tax reports) to any particular Member if its customers and vendors from the Manager reasonably determines that Bowie Investor and the disclosure of such Confidential Information to such Member may result in the general public gaining access to such Confidential Information or that such disclosure is not in the best interests of the Company or the Portfolio Companies. Notwithstanding the foregoing, each Member may disclose Confidential Information: (a) to its officers, directors, trustees, equity owners, wholly-owned subsidiaries, employees, and outside experts (including but not limited to its attorneys and accountants) on a “need to know” basis, so long as such persons are bound by the same duties of confidentiality to the Company as such Member, and so long as such Member shall remain liable for any breach of this paragraph by such persons; (b) Bowie Director to the extent that such withholding is reasonably deemed necessary by the Company to fulfill contractual and/or fiduciary obligations regarding the confidential and/or proprietary information is required to be disclosed by applicable law in connection with any governmental, administrative, of its customers or regulatory proceeding or filing (including any inspection or examination), after reasonable prior written notice to the Manager (except where such notice is expressly prohibited by law); (c) to the extent that such information was received from a third party not subject to confidentiality limitations and such Member can establish that it rightfully received such information from such party other than as a result of the breach of this paragraph by Member or such party; orvendors.

Confidentiality of Company Information. This Xxxx agrees at all times during the term this Agreement and all financial statementsthereafter to hold in strictest confidence, tax reportsand not to use, valuationsexcept for the benefit of the Company, reportsor to disclose, reviewsmake known, analyses divulge or communicate, directly or indirectly, to any person, firm, corporation or other materialsentity without the prior written authorization of the Company, and all other documents and information concerning the affairs any Confidential Information of the Company or any Confidential Information of third parties provided to Xxxx by the Company. Xxxx understands that all Confidential Information is the sole and its investmentsexclusive property of the Company or of third parties whose rights the Company wishes to protect. Xxxx will be vigilant in protecting all Confidential Information from disclosure to unauthorized persons and will comply with all rules and instructions of the Company concerning the physical, includingintellectual, and electronic security of the Company’s premises, property and records. Xxxx understands that “Confidential Information” means, without limitation, any Company proprietary information, intellectual property, patents, trademarks, copyrights, technical data, trade secrets or know-how, including, but not limited to, research, methods, business plans, products, services, price lists, customer lists, customer information about and customers (including, but not limited to, customers of the Portfolio Companies (collectively, Company on whom Xxxx called or with whom Xxxx became acquainted during the “Confidential Information”term of this Agreement), that any Member may receive markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, third party information or that may be disclosedproducts, distributed or disseminated (other business information disclosed to Xxxx by the Company either directly or indirectly, whether orally, in writing, orally, electronically or by other means) to any Member drawings or its representatives observation of parts or otherwise as a result of its ownership of an interest in the Company, constitute proprietary and confidential information about the Company, the Manager, the Service Company and their respective Affiliates, and the Portfolio Companies (the “Affected Parties”)equipment. Each Member acknowledges and agrees Xxxx understands that the Affected Parties derive independent economic value from the Confidential Information not being generally known and that the Confidential Information is the subject Board of reasonable efforts to maintain its secrecy. E a c h Member further acknowledges and agrees that the Confidential Information is a trade secret, the disclosure of which is likely to cause substantial and irreparable competitive harm to the Affected Parties or their respective businesses. Each Member agrees to hold all Confidential Information in confidence, and not to disclose any Confidential Information to any third party without the prior written consent of the Manager. Each Member also agrees that any document constituting or containing, or any other embodiment of, any Confidential Information shall be returned to the Company upon the Manager’s request. Notwithstanding any provision of this Agreement to the contrary, the Manager may withhold disclosure of any Confidential Information (other than this Agreement or tax reports) to any particular Member if the Manager reasonably determines that the disclosure of such Confidential Information to such Member may result in the general public gaining access to such Confidential Information or that such disclosure is not in the best interests Directors of the Company or the Portfolio Companies. Notwithstanding the foregoing, each Member may disclose Confidential Information: (a) from time to its officers, directors, trustees, equity owners, wholly-owned subsidiaries, employees, time reasonably designate as Confidential Information other subject matters requiring confidentiality and outside experts (including but not limited secrecy which shall be deemed to its attorneys and accountants) on a “need to know” basis, so long as such persons are bound be covered by the same duties terms of confidentiality this Agreement. Xxxx further understands that Confidential Information does not include any of the foregoing items which has become publicly known and made generally available through no wrongful act of his or of others who were under confidentiality obligations as to the Company as such Member, and so long as such Member shall remain liable for any breach item or items involved. The provisions of this paragraph by such persons; (b) to Section shall survive the extent that such information is required to be disclosed by applicable law in connection with any governmental, administrative, or regulatory proceeding or filing (including any inspection or examination), after reasonable prior written notice to the Manager (except where such notice is expressly prohibited by law); (c) to the extent that such information was received from a third party not subject to confidentiality limitations and such Member can establish that it rightfully received such information from such party other than as a result of the breach termination of this paragraph by Member or such party; orAgreement.