Common use of Confidential Nature of Information Clause in Contracts

Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (a) such party can demonstrate was already lawfully in its possession prior to the disclosure thereof by the other party, (b) is known to the public and did not become so known through any violation of a legal obligation, (c) became known to the public through no fault of such party, (d) is later lawfully acquired by such party from other sources or (e) such party is required to disclose any such information pursuant to judicial order or, in the opinion of counsel, pursuant to applicable law. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 10.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 10.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereof.

Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (ai) such party can demonstrate was already lawfully in its possession prior to the disclosure thereof by the other party, (bii) is known to the public and did not become so known through any violation of a legal obligation, (ciii) became known to the public through no fault of such party, party or (div) is later lawfully acquired by such party from other sources or (e) such party is required sources, and following the Closing, Purchaser shall have no obligation to disclose any such treat documents, materials and other information pursuant to judicial order or, concerning the Company in the opinion of counsel, pursuant to applicable law. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 10.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 10.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereofconfidence.

Confidential Nature of Information. (a) Each party agrees that ---------------------------------- it will treat in confidence all documents, materials and other information which it shall have obtained regarding the any other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions (contemplated hereby shall not be consummated, each party will return to the other appropriate party all copies of nonpublic documents and materials which have been furnished in connection therewith. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (a) such party can demonstrate was already lawfully in its possession prior to the disclosure thereof by the any other party, (b) is known to the public and did not become so known through any violation of a legal obligation, (c) became known to the public through no fault of such party, (d) is later lawfully acquired by such party from other sources or (e) such party is required to disclose any such information pursuant to judicial order or, in the opinion of counsel, pursuant to applicable law. Without limiting the right of either any party to pursue all other legal and equitable rights available to it for violation of this Section 10.2 11.2 by the ------------ any other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 10.2 11.2 and that the aggrieved ------------ party shall be entitled to injunctive relief to prevent a violation or continuing violation hereof.

Confidential Nature of Information. Each party acknowledges and agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party or parties during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party or parties all copies of nonpublic documents and materials which have been furnished in connection therewith. The obligation of each party Seller acknowledges and agrees that from and after the Closing, all non-public information relating to treat such documentsthe Business and the Purchased Assets shall be valuable and proprietary to the Buyer and its Affiliates. The Seller agrees that, materials from and other information in confidence after the Closing, the Seller shall not, and shall cause its Affiliates not apply to, disclose to any Person any information which (a) such party can demonstrate was already lawfully in its possession prior relating to the disclosure thereof Buyer and its Affiliates (including, after the Closing, the Business and the Purchased Assets), except as required by Law or as otherwise becomes available in the public domain other than through any action by the other party, (b) is known to the public and did not become so known through any Seller or its Affiliates in violation of a legal obligation, (c) became known to the public through no fault of such party, (d) is later lawfully acquired by such party from other sources or (e) such party is required to disclose any such information pursuant to judicial order or, in the opinion of counsel, pursuant to applicable lawits obligations under this Section 11.2. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 10.2 11.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 10.2 11.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereof.

Confidential Nature of Information. Each party agrees DGI and the Seller agree that, in the event that it the transactions contemplated herein shall not be consummated, each will treat in confidence all documents, materials and other information which that it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein of the other party hereto and the preparation of this Agreement and other related documentsdocuments relating to this Agreement (collectively, andthe "Confidential Information"), in the event the transactions contemplated hereby and shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which the Confidential Information that have been furnished in connection therewith. The obligation In the event that a party hereto becomes legally compelled to disclose any of each the Confidential Information, it shall provide the other party with reasonable notice so that it may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 4.2. In the event that such protective order or other remedy is not obtained or that the other party does not waive compliance with the provisions of this Section 4.2, the first party will furnish only that portion of the Confidential Information that it is advised by opinion of counsel, which counsel shall be reasonably acceptable to treat such documents, materials and other information in confidence shall not apply to any information which (a) such party can demonstrate was already lawfully in its possession prior to the disclosure thereof by the other party, (b) is known legally required and will endeavor to obtain assurance that confidential treatment will be accorded the public Confidential Information so furnished. DGI and did not become so known through any violation the Seller agree and acknowledge that a breach of a legal obligation, (c) became known to the public through no fault of such party, (d) is later lawfully acquired by such party from other sources or (e) such party is required to disclose any such information pursuant to judicial order or, in the opinion of counsel, pursuant to applicable law. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation provisions of this Section 10.2 by 4.2 would cause the other partyparty to suffer irreparable damage that could not be adequately remedied by an action at law. Accordingly, it is agreed each party agrees that the other remedies cannot fully compensate party shall have the aggrieved party for such a violation right to seek specific performance of the provisions of this Section 10.2 4.2 to enjoin a breach or attempted breach of the provisions of this Section 4.2, such right being in addition to all other rights and remedies that the aggrieved are available to each party shall be entitled to injunctive relief to prevent a violation at law, in equity or continuing violation hereofotherwise.

Confidential Nature of Information. Each party agrees that it will treat in confidence during the period prior to the Closing Date all documents, materials and other information which it shall have obtained regarding the other party and its Affiliates during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than counsel, accountants or financial advisors of FDC and Bank One). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the transactions. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (ai) is or becomes available to such party can demonstrate was already lawfully in its possession prior to the disclosure thereof from a source other than such party provided such source is not known by the other partyrecipient to be subject to an obligation of confidentiality with respect to such information, (bii) is known or becomes available to the public and did not become so known through any violation other than as a result of a legal obligation, (c) became known to the public through no fault of such party, (d) is later lawfully acquired disclosure by such party from other sources or its agents, (eiii) such party is required to disclose any such information pursuant be disclosed under applicable law or judicial process, but only to judicial order orthe extent it must be disclosed, in the opinion of counsel, pursuant or (iv) following prior written notice to applicable law. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 10.2 by the other partyparty disclosing the nature of the proposed disclosure and the reasons such disclosure is required, it is agreed that other remedies cannot fully compensate such party reasonably deems necessary to disclose to obtain any of the aggrieved party for such a violation of this Section 10.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation consents or continuing violation hereofapprovals contemplated hereby.

Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, documents and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (ai) such party can demonstrate was already lawfully in its possession prior to the disclosure thereof by the other party, (bii) is known to the public and did not become so known through any violation of a legal obligation, (ciii) became known to the public through no fault of such party, party or (div) is later lawfully acquired by such party from other sources or (e) such party is required and, following the Closing, Purchaser shall have no obligation to disclose any treat in confidence documents, materials and other information so long as Purchaser's use of such information pursuant is related to judicial order or, in the opinion ongoing operation of counsel, pursuant to applicable law. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 10.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 10.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereofBusiness.

Confidential Nature of Information. The Confidentiality Agreement by Buyer dated October 30, 1996, shall remain in full force and effect to the extent not superseded by this Agreement. Each party further hereby agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (a) such party can demonstrate was already lawfully in its possession prior to the disclosure thereof by the other party, (b) is known to the public and did not become so known through any violation of a legal obligation, (c) became known to the public through no fault of such party, (d) is later lawfully acquired by such party from other sources or (e) such party is required to disclose any such information pursuant to judicial order or, in the opinion of counsel, pursuant to applicable law. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 10.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 10.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereofthereof.

Confidential Nature of Information. Each party agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (a) such party can demonstrate was already lawfully in its possession prior to the disclosure thereof by the other party, (b) is known to the public and did not become so known through any violation of a legal obligation, (c) became known to the public through no fault of such party, (d) is later lawfully acquired by such party from other sources or (e) such party is required to disclose any such information pursuant to judicial order or, in the opinion of counsel, pursuant to applicable lawlaw or the rules of any national securities association. Without limiting the right of either party to pursue all other legal and equitable rights available to it for violation of this Section 10.2 7.2 by the other party, it is agreed that other remedies cannot fully compensate the aggrieved party for such a violation of this Section 10.2 7.2 and that the aggrieved party shall be entitled to injunctive relief to prevent a violation or continuing violation hereof.