Common use of Non-Disclosure and Non-Use Clause in Contracts

Non-Disclosure and Non-Use. Without the prior written Consent of the Buyer, neither the Seller nor its Affiliates shall disclose any confidential information of any Company with respect to the Business, which any of their respective officers, directors, employees, counsel, agents, investment bankers, or accountants, may now possess or may hereafter create or obtain relating to, without limitation, know-how, trade secrets, customer lists, supplier lists, referral source lists, costs, profits or margin information, markets, sales, pricing policies, operational methods, plans for future development, data drawings, samples, processes, products, software, the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of any Company with respect to the Business and such information shall not be published, disclosed, or made accessible by any of them to any other Person or entity or used by any of them, except pending the Closing, in the Business provided, however, that such party may disclose or use any such information (i) as has become generally available to the public other than through a breach of this Agreement by such party or any of its Affiliates and representatives (ii) as becomes available to such party on a non-confidential basis from a source other than any other party hereto or such other party's Affiliates or representatives, provided that such source is not known or reasonably believed by such party to be bound by a confidentiality agreement or other obligations of secrecy (iii) as may be required in any report, statement or testimony required to be submitted to any Governmental Entity having or claiming to have jurisdiction over it, including any filings required to be made by ATG in compliance with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any other applicable federal and state securities Laws, or as may be otherwise required by applicable Law, or as may be required in response to any summons or subpoena or in connection with any litigation, (iv) as may be required to obtain any Consent from a Governmental Entity or Consent required in order to consummate the transactions contemplated by this Agreement or (v) as may be necessary to establish such party's rights under this Agreement; provided, further, however, that in the case of clauses (iii) and (iv), the Person intending to disclose confidential information will promptly notify the party to whom it is obliged to keep such information confidential and, to the extent practicable, provide such party a reasonable opportunity to prevent public disclosure of such information. In the event the transactions contemplated hereby are not consummated and this Agreement is terminated pursuant to Section 11.1, each party hereto shall return all confidential materials to the appropriate other party or destroy such confidential materials (and certify in writing the destruction thereof) exchanged in connection with this Agreement. Each party acknowledges responsibility for disclosures caused by such party and any of its respective Affiliates and representatives.

Non-Disclosure and Non-Use. Without the prior written Consent consent of the BuyerCompany, neither the Seller Executive nor its Affiliates his/her affiliates shall disclose any confidential information of any the Company with respect to the Business, which any of their its respective officers, directors, employees, counsel, agents, investment bankers, or accountants, may now possess or may hereafter create or obtain relating to, without limitation, limitation know-how, trade secrets, customer lists, supplier lists, referral source lists, costs, profits or margin information, markets, sales, pricing policies, operational methods, plans for future development, data drawings, samples, processes, products, software, the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of any the Company with respect to the Business and such information shall not be published, disclosed, disclosed or made accessible by any of them to any other Person or entity or used by any of them, except pending the Closing, in the Business provided, however, that such party the Executive may disclose or use any such information (i) as has become generally available to the public other than through a breach of this Agreement by such party the Executive or any of its Affiliates affiliates and representatives representatives, (ii) as becomes available to such party the Executive on a non-confidential basis from a source other than any other party hereto or such other party's Affiliates ’s affiliates or representatives, provided that such source is not known or reasonably believed by such party the Executive to be bound by a confidentiality agreement or other obligations of secrecy secrecy, (iii) as may be required in any report, statement or testimony required to be submitted to any Governmental Entity having or claiming to have jurisdiction over it, including any filings required to be made by ATG in compliance with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any other applicable federal and state securities Laws, or as may be otherwise required by applicable Law, or as may be required in response to any summons or subpoena or in connection with any litigation, (iv) as may be required to obtain any Consent from a Governmental Entity governmental approval or Consent required in order to consummate the transactions contemplated by this Agreement or (v) as may be necessary to establish such party's the Executive’s rights under this Agreement; provided, further, however, that in the case of clauses (i), (iii) ), and (iv), the Person intending to disclose confidential information will Executive shall promptly notify the party to whom it is obliged to keep such information confidential and, to the extent practicable, provide such party a reasonable opportunity to prevent public disclosure of such information. In the event the transactions contemplated hereby are not consummated and this Agreement is terminated pursuant to Section 11.1, each party hereto shall return all confidential materials to the appropriate other party or destroy such confidential materials (and certify in writing the destruction thereof) exchanged in connection with this Agreement. Each party acknowledges responsibility for disclosures caused by such party and any of its respective Affiliates and representatives.

Non-Disclosure and Non-Use. Without the prior written Consent consent of the BuyerCompany, neither the Seller Executive nor its Affiliates the Executive’s affiliates shall disclose any confidential information of any the Company with respect to the Business, which any of their its respective officers, directors, employees, counsel, agents, investment bankers, or accountants, may now possess or may hereafter create or obtain relating to, without limitation, limitation know-how, trade secrets, customer lists, supplier lists, referral source lists, costs, profits or margin information, markets, sales, pricing policies, operational methods, plans for future development, data drawings, samples, processes, products, software, the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of any the Company with respect to the Business and such information shall not be published, disclosed, disclosed or made accessible by any of them to any other Person or entity or used by any of them, except pending the Closing, in the Business provided, however, that such party the Executive may disclose or use any such information (i) as has become generally available to the public other than through a breach of this Agreement by such party the Executive or any of its Affiliates affiliates and representatives representatives, (ii) as becomes available to such party the Executive on a non-confidential basis from a source other than any other party hereto or such other party's Affiliates ’s affiliates or representatives, provided that such source is not known or reasonably believed by such party the Executive to be bound by a confidentiality agreement or other obligations of secrecy secrecy, (iii) as may be required in any report, statement or testimony required to be submitted to any Governmental Entity having or claiming to have jurisdiction over it, including any filings required to be made by ATG in compliance with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any other applicable federal and state securities Laws, or as may be otherwise required by applicable Law, or as may be required in response to any summons or subpoena or in connection with any litigation, (iv) as may be required to obtain any Consent from a Governmental Entity governmental approval or Consent required in order to consummate the transactions contemplated by this Agreement or (v) as may be necessary to establish such party's the Executive’s rights under this Agreement; provided, further, however, that in the case of clauses (i), (iii) ), and (iv), the Person intending to disclose confidential information will Executive shall promptly notify the party to whom it is obliged to keep such information confidential and, to the extent practicable, provide such party a reasonable opportunity to prevent public disclosure of such information. In the event the transactions contemplated hereby are not consummated and this Agreement is terminated pursuant to Section 11.1, each party hereto shall return all confidential materials to the appropriate other party or destroy such confidential materials (and certify in writing the destruction thereof) exchanged in connection with this Agreement. Each party acknowledges responsibility for disclosures caused by such party and any of its respective Affiliates and representatives.

Non-Disclosure and Non-Use. Without the prior written Consent of the Buyer, neither during the Seller Restricted Period, none of the Seller, the Members nor its their Affiliates shall disclose or use any confidential information of any Company with respect to the BusinessProprietary and Confidential Information, which any of their respective officers, managers, directors, employees, counsel, agents, investment bankers, counsel or accountants, may now possess or may hereafter create or obtain relating to, without limitation, know-how, trade secrets, customer lists, supplier lists, referral source lists, costs, profits or margin information, markets, sales, pricing policies, operational methods, plans for future development, data drawings, samples, processes, products, software, the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of any Company with respect to the Business and such information Proprietary and Confidential Information shall not be published, disclosed, or made accessible by any of them to any other Person or entity or used by any of them, except pending the Closing, in the Business provided, however, that such party may disclose or use any such information (i) as has become generally available to the public other than through a breach of this Agreement by such party or any of its Affiliates and representatives (ii) as becomes available to such party on a non-confidential basis from a source other than any other party hereto or such other party's ’s Affiliates or representatives, provided that such source is not known or reasonably believed by such party to be bound by a confidentiality agreement or other obligations of secrecy secrecy, (iii) as may be required in any report, statement or testimony required to be submitted to any Governmental Entity having or claiming to have jurisdiction over it, including any filings required to be made by ATG in compliance with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any other applicable federal and state securities Laws, or as may be otherwise required by applicable Law, or as may be required in response to any summons or subpoena or in connection with any litigation, (iv) as may be required to obtain any Consent from a Governmental Entity governmental approval or Consent required in order to consummate the transactions contemplated by this Agreement or (v) as may be necessary to establish such party's ’s rights under this Agreement; provided, further, however, that in the case of clauses (i), (iii) ), and (iv), the Person intending to disclose confidential information Proprietary and Confidential Information will promptly notify the party to whom it is obliged to keep such information confidential and, to the extent practicable, provide such party a reasonable opportunity to prevent public disclosure of such information. In the event the transactions contemplated hereby are not consummated and this Agreement is terminated pursuant to Section 11.1, each party hereto shall return all confidential materials to the appropriate other party or destroy such confidential materials (and certify in writing the destruction thereof) exchanged in connection with this Agreement. Each party acknowledges responsibility for disclosures caused by such party and any of its respective Affiliates and representatives.

Non-Disclosure and Non-Use. Without During the prior written Consent Restricted Period and thereafter Consultant agrees and covenants that Consultant: (i) shall not ever directly or indirectly, intentionally or unintentionally, reveal, disclose, furnish, make accessible, or disseminate to any person who is not employed by the Company any Proprietary Information (as hereinafter defined) or any other matter concerning the business affairs of the Buyer, neither the Seller nor its Affiliates shall disclose any confidential information Company or of any Company with respect Key Associate of the Company, except only as may be expressly required in performing services for the Company; (ii) shall not use Proprietary Information to the Business, which any of their respective officers, directors, employees, counsel, agents, investment bankersdetriment of, or accountantsadverse to the interests of, may now possess the Company; (iii) shall use his best efforts to keep all Proprietary Information confidential; and (iv) shall not purchase or may hereafter create sell securities of the Company (other than in transactions with the Company) while in possession of Proprietary Information that is material (as such term is used under Rule 10b-5 promulgated under the Securities Act) and is not generally available to the public. The obligations of Consultant under this SECTION 4.1.3 shall continue notwithstanding the expiration or obtain earlier termination of this Agreement for any reason (and without regard to whether Consultant's engagement is terminated for "Cause"). For purposes of this Agreement, "Proprietary Information" shall mean any and all information and compilations of information (whether such information is labeled or identified as confidential, is tangible or intangible or was furnished before or after the date of this Agreement) relating toto the Company or the Business provided or available to Consultant, or to which Consultant has or had access or which he compiles or has compiled, both prior to Consultant's association with the Company and while associated with the Company as a consultant or otherwise including, without limitation, the following items: (i) information, technology, ideas, concepts, know-how, trade secretstechnical data, customer listsprocesses, supplier liststechniques, referral source listsinventions, costsdiscoveries, profits or margin informationworks of authorship, marketsdata, salesmaterials, pricing policies, operational methodsresearch projects, plans for future developmentdevelopments, data drawingstrade secrets developments improvements, samplesuses, processesenhancements, productsmodifications; (ii) patents, copyrights, trademarks, service marks and applications for any of the foregoing items in this clause (ii); (iii) service names, business techniques, computer programs and software, source materials, customer and key supplier lists, lists of potential customers, and methods of business operations; (iv) customer and distribution information; (v) personnel data relating to the financial conditionCompany's employees and independent contractors, results including compensation arrangements of operationssuch employees and independent contractors; (vi) internal plans, businesspractices and procedures, propertiesincluding business plans, assetsmarketing and sales plans, liabilitiesstrategic plans, business acquisition plans, new personnel acquisition plans, budgets and forecasts; (vii) the terms and provisions of any agreements between the Company and any third party; and (viii) information relating to persons which have requested, or future prospects of any to whom the Company with respect to has sent information regarding the Company or the Business and such information or both. Notwithstanding the foregoing, Proprietary Information shall not be published, disclosed, or made accessible by any of them to any other Person or entity or used by any of them, except pending the Closing, in the Business provided, however, include information that such party may disclose or use any such information (i) as has become generally available to the public knowledge other than through a by Consultant's breach of this Agreement or is required by such party or any of its Affiliates and representatives (ii) as becomes available to such party on a non-confidential basis from a source other than any other party hereto or such other party's Affiliates or representatives, provided that such source is not known or reasonably believed by such party law to be bound by a confidentiality agreement or other obligations of secrecy disclosed (iii) as may be required in any report, statement or testimony required to be submitted to any Governmental Entity having or claiming to have jurisdiction over it, including any filings required to be made by ATG in compliance with which case Consultant will first give the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any other applicable federal and state securities Laws, or as may be otherwise required by applicable Law, or as may be required in response to any summons or subpoena or in connection with any litigation, (iv) as may be required to obtain any Consent from a Governmental Entity or Consent required in order to consummate the transactions contemplated by this Agreement or (v) as may be necessary to establish such party's rights under this Agreement; provided, further, however, that in the case of clauses (iii) and (iv), the Person intending to disclose confidential information will promptly notify the party to whom it is obliged to keep such information confidential and, to the extent practicable, provide such party a reasonable opportunity to prevent public disclosure Company written notice of such information. In the event the transactions contemplated hereby are not consummated and this Agreement is terminated pursuant to Section 11.1, each party hereto shall return all confidential materials to the appropriate other party or destroy requirement reasonably in advance of such confidential materials (and certify in writing the destruction thereof) exchanged in connection with this Agreement. Each party acknowledges responsibility for disclosures caused by such party and any of its respective Affiliates and representativesanticipated required disclosure).

Non-Disclosure and Non-Use. Without the prior written Consent Neither Party shall disclose to any third party nor use for its own purposes (other than those contemplated by this Agreement) any Confidential Information of the Buyerother Party. For purposes of this Agreement, neither the Seller nor its Affiliates “Confidential Information” shall disclose any confidential information of any Company with respect to the Businessmean all proprietary information, which any of their respective officers, directors, employees, counsel, agents, investment bankers, or accountants, may now possess or may hereafter create or obtain relating to, without limitation, including know-how, trade secrets, customer listsbusiness plans, supplier listspharmaceuticals, referral source listsmaterials, costsoperations, profits or margin information, markets, sales, pricing policies, operational methods, plans for future development, data drawings, samplesequipment, processes, productsmethods, softwarestrategies and systems, the and financial conditioninformation, results of operationsprices, businessmaterials, propertiesbuilding techniques and any drawings, assetsspecifications, liabilitiesdesigns and other information or data, or future prospects of any Company fact with respect to the Business and such information shall not be published, disclosed, or made accessible by any of them the foregoing relating to any other Person or entity or used by any of them, except pending the Closing, in the Business provided, howeverServices performed under this Agreement, that such party may disclose is disclosed in any manner by or use any such information on behalf of a Party (ithe “Disclosing Party”) as has become generally available to the public other than through a breach of Party (the “Receiving Party”) or its permitted recipients pursuant to this Agreement by such party or any of its Affiliates and representatives (ii) as becomes available prior to such party on a non-confidential basis from a source other than any other party hereto or such other party's Affiliates or representatives, provided that such source is not known or reasonably believed by such party to be bound by a confidentiality agreement or other obligations of secrecy (iii) as may be required in any report, statement or testimony required to be submitted to any Governmental Entity having or claiming to have jurisdiction over it, including any filings required to be made by ATG in compliance with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any other applicable federal and state securities Laws, or as may be otherwise required by applicable Law, or as may be required in response to any summons or subpoena or entry into this Agreement in connection with any litigation, (iv) as may be required the Parties’ discussions to obtain any Consent from a Governmental Entity or Consent required in order to consummate the transactions contemplated by enter into this Agreement or commencing on [***]. This Agreement will be deemed to be the Confidential Information of both Parties. Notwithstanding the above, either Party may disclose Confidential Information to those of its and its Affiliates’ directors, officers, employees, agents, consultants, representatives and advisors (v) as may be necessary to establish such party's rights under this Agreement; providedcollectively, further, however, that in the case of clauses (iii“Agents”) and (iv), to those approved subcontractors who have a need to know for the Person intending to disclose confidential information will promptly notify the party to whom it is obliged to keep such information confidential and, to the extent practicable, provide such party a reasonable opportunity to prevent public disclosure purposes of such information. In the event the transactions contemplated hereby are not consummated and this Agreement is terminated pursuant to Section 11.1, each party hereto shall return all confidential materials to the appropriate other party or destroy such confidential materials (and certify in writing the destruction thereof) exchanged in connection with this Agreement. Each party acknowledges responsibility Party shall ensure that all of its Agents and subcontractors are bound by confidentiality obligations no less stringent than those stated herein. The Receiving Party shall be liable for disclosures caused by such party and any failure of any of its respective Affiliates Agents to (a) maintain the confidentiality of the Disclosing Party’s Confidential Information, or (b) otherwise comply with the terms of this Article 10 to the same extent as the Receiving Party is obligated to do so. Additionally, each Receiving Party shall have the right to disclose Confidential Information of the Disclosing Party (including the Agreement) to the Receiving Party’s actual or potential third party investors or actual or potential third party acquirers, licensees or collaborative or other partners, and representativesto the Receiving Party’s bankers, auditors, lawyers, accountants, and agents, provided, in each case that each such third party needs to know such Confidential Information and is bound to confidentiality and non-use obligations no less stringent than those set forth herein.

Non-Disclosure and Non-Use. Without the prior written Consent of the Buyer, neither none of the Seller nor its Affiliates XX Xxxxxxx shall disclose or use any confidential information Proprietary and Confidential Information of any Company with respect to entity within the BusinessAcquired Group, which any of their respective its officers, managers, directors, employees, counsel, agents, investment bankers, or accountants, may now possess or may hereafter create or obtain relating to, without limitation, know-how, trade secrets, customer lists, supplier lists, referral source lists, costs, profits or margin information, markets, sales, pricing policies, operational methods, plans for future development, data drawings, samples, processes, products, software, the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of any Company with respect to the Business and such information Proprietary and Confidential Information shall not be published, disclosed, or made accessible by any of them to any other Person or entity or used by any of them, except pending the Closing, in the Business provided, however, that such party may disclose or use any such information (i) as has become generally available to the public other than through a breach of this Agreement or any other confidentiality agreement or obligation of secrecy by such party any of the Sellers or any of its Affiliates and representatives representatives, (ii) as becomes available to such party on a non-confidential basis from a source other than any other party hereto or such other party's ’s Affiliates or representatives, provided that such source is not known or reasonably believed by such party to be bound by a confidentiality agreement or other obligations of secrecy secrecy, (iii) as may be required in any report, statement or testimony required to be submitted to any Governmental Entity having or claiming to have jurisdiction over it, including any filings required to be made by ATG in compliance with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any other applicable federal and state securities Laws, or as may be otherwise required by applicable Law, or as may be required in response to any summons or subpoena or in connection with any litigation, (iv) as may be required to obtain any Consent from a Governmental Entity governmental approval or Consent required in order to consummate the transactions contemplated by this Agreement or (v) as may be necessary to establish such party's ’s rights under this Agreement; provided, further, however, that in the case of clauses (iii), (iv) and (iv), v) above the Person intending to disclose confidential information will promptly notify the party to whom it is obliged to keep such information confidential and, to the extent practicable, provide such party a reasonable opportunity to prevent public disclosure of such information. In Notwithstanding the event foregoing, the transactions contemplated hereby are not consummated Clearview Shareholder, the Northstar Shareholder and this Agreement is terminated pursuant to Section 11.1, each party hereto shall return all confidential materials their respective Affiliates may disclose information related to the appropriate other party Group’s results of operations for any period prior to Closing to its or destroy their current and future investors, including potential investors; provided that each current, future or potential investor be advised of the confidential nature of such confidential materials (information and certify in writing the destruction thereof) exchanged in connection with this Agreement. Each party acknowledges responsibility Clearview Shareholder or Northstar Shareholder, as applicable, shall be responsible for disclosures caused any disclosure of such information by such party and any investor that would be in violation of its respective Affiliates and representativesthis Section 7.1.

Non-Disclosure and Non-Use. Without During the prior written Consent of the BuyerPre-Closing Period, neither the Seller any Equityholder nor its any of their respective Affiliates shall disclose or use any and all knowledge, information or documents of a confidential information of any Company or proprietary nature or not generally known to the public with respect to this Agreement (or the Businesstransactions contemplated herein), Purchaser or IBP (“Confidential Information”), which any of their respective officers, managers, directors, employees, counsel, agents, investment bankers, counsel or accountants, may now possess or may hereafter create or obtain relating toobtain, without limitation, know-how, trade secrets, customer lists, supplier lists, referral source lists, costs, profits or margin information, markets, sales, pricing policies, operational methods, plans for future development, data drawings, samples, processes, products, software, the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of any Company with respect to the Business and such information Confidential Information shall not be published, disclosed, disclosed or made accessible by any of them to any other Person or entity or used by any of them, except pending the Closing, in the Business provided, however, that such party may disclose or use any such information information: (i) as has become generally available to the public other than through a breach of this Agreement by such party or any of its Affiliates and representatives or representatives; (ii) as becomes available to such party on a non-confidential basis from a source other than any other party hereto or such other party's ’s Affiliates or representatives, ; provided that such source is not known or reasonably believed by such party to be bound by a confidentiality agreement or other obligations of secrecy secrecy; (iii) as may be required in any report, statement or testimony required to be submitted to any Governmental Entity Authority having or claiming to have jurisdiction over it, including any filings required to be made by ATG in compliance with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any other applicable federal and state securities Laws, or as may be otherwise required by applicable Applicable Law, or as may be required in response to any summons or subpoena or in connection with any litigation, ; (iv) as may be required to obtain any Consent from a Governmental Entity Authority approval or Consent consent required in order to consummate the transactions contemplated by this Agreement Agreement; or (v) as may be necessary to establish such party's ’s rights under this Agreement; provided, further, however, that in the case of clauses (iii) and (iv)any case, the Person intending to disclose confidential information Confidential Information will promptly notify the party to whom it is obliged to keep such information confidential and, to the extent practicable, provide such party a reasonable opportunity to prevent public disclosure of such information. In the event the transactions contemplated hereby are not consummated and this Agreement is terminated pursuant to Section 11.19.1(e), each party hereto shall return all confidential materials to the appropriate other party or destroy such confidential materials (and certify in writing the destruction thereof) exchanged in connection with this Agreement; provided that each party shall be permitted to retain a copy of the confidential materials pursuant to any legal or regulatory requirement or document retention policy (whether relating to written documents or to the back-up storage of electronic data). Each party acknowledges responsibility for disclosures caused by such party and any of its respective Affiliates and representatives.