Common use of Founder Clause in Contracts

Founder. Founder recognizes and acknowledges that it has in the past and currently has access to certain confidential information of each Subject Partner Company, including operational policies, Proprietary Assets and pricing and cost policies that are valuable, special and unique assets of each Subject Partner Company. Founder agrees that, prior to the Closing, or if the Transaction is not consummated, it will not disclose such confidential information to any person except (a) to authorized representatives of each Subject Partner Company; and (b) to counsel and other advisers; provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 13.2, unless (i) such information becomes known to the public generally through no fault of Founder, (ii) disclosure is necessary in the Registration Statement, (iii) disclosure is required by law or the order of any Government Authority under color of law; provided, that prior to disclosing any information pursuant to this clause (iii), Founder shall, if possible, give prior written notice thereof to Partner Company and provide Partner Company with the opportunity to contest such disclosure, or (iv) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by Founder of the provisions of this Section 13.2, Partner Company shall be entitled to an injunction restraining Founder from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting Partner Company from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. Upon termination of this Agreement, Founder shall promptly return to Partner Company Stockholder all copies, whether in written, electronic or other form of media, of such confidential information, or destroy all such copies and certify in writing to Partner Company Stockholder that such confidential information has been destroyed.