Non-Disclosure; Use. Each party agrees that, without the prior written consent of the other party, neither it nor its Representatives will disclose to any other person (other than to such party’s Representatives who agree, or are otherwise bound, not to disclose the following except as contemplated by this Agreement) any of the other party’s Evaluation Material, the fact that discussions between the parties are taking place concerning the Transaction, or any terms or other facts relating to the Transaction. Except as otherwise provided in this Agreement, the Evaluation Material shall only be used by a party and its Representatives to evaluate, negotiate, facilitate or pursue a Transaction.
Non-Disclosure; Use. Each party agrees to; (i) maintain and preserve the confidentiality of all Confidential Information received from the other, both orally and in writing, including, without limitation, taking such steps to protect and preserve the confidentiality of the Confidential Information as it takes to preserve and protect the confidentiality of its own confidential information; (ii) that it will disclose such Confidential Information only to its own employees on a “need-to-know” basis, and only to those employees who have agreed to maintain the confidentiality thereof; (iii) that if software is involved, it will not disassemble, “reverse engineer” or “reverse compile” such software for any purpose; and (iv) that it will not disclose such Confidential Information to any third party without the express written consent of the disclosing party, provided, however that each party may disclose the financial terms of this Agreement to its legal and business advisors and to investors and potential investors so long as such third parties agree to maintain the confidentiality of such Confidential Information. Each receiving party further agrees to use the Confidential Information of the disclosing party only for the purpose of performing this Agreement. The receiving party’s obligation of confidentiality shall survive this Agreement for a period of five (5) years from the date of its termination and thereafter shall terminate and be of no further force or effect.
Non-Disclosure; Use. Officer hereby acknowledges and agrees that Employer and its affiliates have developed and own valuable information described above as Trade Secrets and Confidential Information. Officer acknowledges and agrees that all such Trade Secrets and Confidential Information are valuable assets of Employer, and if developed by Officer, are developed by Officer in the course of Officer’s employment with Employer, and are the sole property of Employer. Officer agrees not to divulge or otherwise disclose to any third party, directly or indirectly, any Confidential Information or Trade Secrets, except to the extent such use or disclosure is (i) required by applicable law or in response to a lawful inquiry from a governmental or regulatory authority; (ii) lawfully obtainable from other sources; or (iii) authorized by Employer. Officer further agrees not to use any Confidential Information or Trade Secrets except as necessary to provide the services under this Agreement. Officer and Employer acknowledge and agree that this Agreement is not intended to, and does not, alter either Employer’s rights or Officer’s obligations under any state or federal statutory or common law regarding trade secrets or unfair trade practices. If Officer, during the Employment Term or thereafter, is served with any subpoena or other compulsory judicial or administrative process calling for production of Confidential Information or Trade Secrets (as described in Sections 6.2.1 and 6.2.2) or if Officer is otherwise required by law or regulations to disclose Confidential Information or Trade Secrets, Officer will promptly, before making any such production or disclosure, notify the Employer and provide such information as the Employer may reasonably request to take such action as the Employer deems necessary to protect its interests. Officer agrees to cooperate reasonably with Employer, whether during the Employment Term or thereafter, in the prosecution or defense of all threatened claims or actual litigation in which the Employer is or may become a party, whether now pending or hereafter brought, in which Officer has direct or indirect knowledge of relevant facts or issues. If Officer is no longer employed by Employer, Employer shall reasonably compensate Officer for his time, and shall reimburse Officer for any reasonable expenses incurred, in connection with Officer’s cooperation in accordance with this paragraph.
Non-Disclosure; Use. Each party agrees that, without the prior written consent of the other party, neither it nor its Representatives will disclose to any other person (other than to such party’s Representatives who agree, or are otherwise bound, not to disclose the following except as contemplated by this Agreement) any of the other party’s Evaluation Material, the fact that discussions between the parties are taking place concerning the Transaction, or any terms or other facts relating to the Transaction. Except as otherwise provided in Section 4, the Evaluation Material shall only be used by a party and its Representatives to evaluate, negotiate, facilitate or pursue a Transaction (the “Permitted Purpose”). The receiving party will not, and will cause its Representatives not to, disclose any Evaluation Material to any of its Representatives other than those Representatives who (a) need to know such information for the Permitted Purpose; (b) are informed by the receiving party of the confidential nature of the Evaluation Material; and (c) agree to be bound by the terms of this Agreement as if they were the receiving party under this Agreement (collectively, the “Permitted Disclosures”).
