Common use of URSI Clause in Contracts

URSI. URSI recognizes and acknowledges that it had in the past and currently has access to certain confidential information of the COMPANY, such as lists of customers, operational policies, and pricing and cost policies that are valuable, special and unique assets of the COMPANY's business. URSI agrees that, prior to the Closing, it will not disclose such confidential information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of the COMPANY, (b) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.2 and (c) to the Founding Companies other than the COMPANY and their representatives pursuant to Section 7.1(i), unless (i) such information becomes known to the public generally through no fault of URSI (ii) disclosure is required by law or the order of any governmental authority under color of law, provided that prior to disclosing any information pursuant to this clause (ii), URSI shall, if possible, give prior written notice thereof to the COMPANY and the STOCKHOLDERS and provide the COMPANY and the STOCKHOLDERS with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. Upon termination of this Agreement prior to the Closing Date for any reason other than the material breach or default of any STOCKHOLDER or COMPANY, URSI will return to COMPANY all documents containing confidential information of COMPANY that were provided to URSI by COMPANY or STOCKHOLDERS and all summaries, abstractions, projections, pro formas or like material prepared by URSI incorporating such confidential information. In the event of a breach or threatened breach by URSI of the provisions of this section, the COMPANY and the STOCKHOLDERS shall be entitled to an injunction restraining URSI from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting the COMPANY and the STOCKHOLDERS from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.