Common use of Shared Information Clause in Contracts

Shared Information. The Escrow Agent expressly agrees, recognizes, and acknowledges that during the course of its performance pursuant to this Fifth Escrow Agreement, the Escrow Agent may be provided access to the Parties’ confidential and proprietary information, including but not limited to, advice provided by legal counsel to the Parties’ management with respect to the Fifth Escrow (collectively, “Confidential Information”). It is further agreed, recognized and acknowledged that all Confidential Information produced by the Escrow Agent for use by the Parties’ legal counsel may be subject to the attorney-client privilege and that Confidential Information prepared by the Escrow Agent at the request of the Parties’ legal counsel in anticipation of or in the course of litigation may be considered work product. Certain communications, both written and oral, between the Parties’ legal counsel and the Escrow Agent may constitute attorney-client privileged communications. The Parties shall have sole discretion to decide whether to disclose, utilize, or disseminate any such Confidential Information. The Escrow Agent shall maintain the private and confidential aspects of all Confidential Information and shall not directly or indirectly, disclose, divulge, reveal, report, publish or transfer any Confidential Information to any person, nor shall the Escrow Agent use any such Confidential Information for purposes other than those set forth herein. This Section 11 shall survive the termination of this Fifth Escrow Agreement.

Shared Information. The Escrow Agent expressly agrees, recognizes, and acknowledges that during the course of its performance pursuant to this Fifth ▇▇▇ ▇▇/▇▇ Escrow Agreement, the Escrow Agent may be provided access to the Parties’ confidential and proprietary information, including but not limited to, advice provided by legal counsel to the Parties’ management with respect to the Fifth Escrow Trust Account (collectively, “Confidential Information”). It is further agreed, recognized and acknowledged that all Confidential Information produced by the Escrow Agent for use by the Parties’ legal counsel may be subject to the attorney-client privilege and that Confidential Information prepared by the Escrow Agent at the request of the Parties’ legal counsel in anticipation of or in the course of litigation may be considered work product. Certain communications, both written and oral, between the Parties’ legal counsel and the Escrow Agent may constitute attorney-client privileged communications. The Parties shall have sole discretion to decide whether to disclose, utilize, or disseminate any such Confidential Information. The Escrow Agent shall maintain the private and confidential aspects of all Confidential Information and shall not directly or indirectly, disclose, divulge, reveal, report, publish or transfer any Confidential Information to any person, nor shall the Escrow Agent use any such Confidential Information for purposes other than those set forth herein. This Section 11 shall survive the termination of this Fifth Escrow Agreement.