Common use of Confidentiality and Non-Disclosure Clause in Contracts

Confidentiality and Non-Disclosure. (a) Prior to the Closing Date or after any termination of this Agreement, each Purchaser shall hold, and shall cause its Affiliates and the respective officers, directors, employees, accountants, counsel, consultants, advisors and agents of such Purchaser and its Affiliates (collectively, the “Purchaser Representatives”) to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of any applicable Laws (including, without limitation, pursuant to securities laws or regulations and applicable securities exchange rules) or requested by any Governmental Authority having competent jurisdiction, all documents and information concerning the Company or any Subsidiary furnished to such Purchaser or its Purchaser Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Documents, including the terms and conditions of this Agreement, the other Transaction Documents and all exhibits and schedules attached to such agreements, including their existence, and the identity of each party thereto, except to the extent that such information can be shown to have been (i) previously known on a non-confidential basis by such Purchaser, (ii) in the public domain through no fault of such Purchaser or (iii) later lawfully acquired by such Purchaser from sources other than the Company; provided that a Purchaser may disclose such information to its Purchaser Representatives who need to know such information for the purpose of evaluating, negotiating or consummating the transactions contemplated by this Agreement so long as such Purchaser Representatives are informed by such Purchaser of the confidential nature of such information and are directed by such Purchaser to treat such information confidentially. Each Purchaser shall be responsible for any failure to treat such information confidentially by its Purchaser Representatives. If this Agreement is terminated in respect of any Purchaser, such Purchaser will, and will cause its Purchaser Representatives to, destroy or deliver to the Company, upon request, all documents and other materials, and all copies thereof, obtained by such Purchaser or its Purchaser Representatives or on their behalf from the Company or any Subsidiary in connection with this Agreement that are subject to such confidence.

Confidentiality and Non-Disclosure. (a) Prior Employee agrees not to use, reproduce, disclose, or make available the Closing Date Company’s Confidential Information for their own benefit or after the benefit of any termination person or entity other than the Company, except as reasonably necessary for the performance of this Agreementthe Employee’s duties as an employee of the Company, each Purchaser shall hold, and shall cause its Affiliates and without prior written consent of the respective officers, directors, employees, accountants, counsel, consultants, advisors and agents of such Purchaser and its Affiliates (collectively, the “Purchaser Representatives”) to hold, in confidenceCompany, unless compelled to disclose by judicial or administrative process or by other requirements of any applicable Laws (including, without limitation, pursuant to securities laws or regulations and applicable securities exchange rules) or requested by any Governmental Authority having competent jurisdiction, all documents and information concerning the Company or any Subsidiary furnished to such Purchaser or its Purchaser Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Documents, including the terms and conditions of this Agreement, the other Transaction Documents and all exhibits and schedules attached to such agreements, including their existence, and the identity of each party thereto, except to the extent that such information can be shown to have been any Confidential Information (i) previously becomes generally known on to and available for use by the public other than as a non-confidential basis by such Purchaser, result of the Employee’s improper acts or omissions to act or (ii) in is required to be disclosed pursuant to any applicable law, regulatory action or court order; provided, however, that the public domain through Employee must give the Company prompt written notice of any such legal requirement, disclose no fault more information than is so required, and cooperate fully with all efforts by the Company to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of such Purchaser or (iii) later lawfully acquired by such Purchaser from sources other than the Employee’s employment with the Company; provided that a Purchaser may disclose such information , Employee agrees to its Purchaser Representatives who need to know such information for the purpose of evaluating, negotiating or consummating the transactions contemplated by this Agreement so long as such Purchaser Representatives are informed by such Purchaser of the confidential nature of such information and are directed by such Purchaser to treat such information confidentially. Each Purchaser shall be responsible for any failure to treat such information confidentially by its Purchaser Representatives. If this Agreement is terminated in respect of any Purchaser, such Purchaser will, and will cause its Purchaser Representatives to, destroy or deliver to the Company, upon request, all documents memoranda, notes, plans, records, reports and other materials, documents (including copies thereof and all copies thereof, obtained by such Purchaser or its Purchaser Representatives or on their behalf from electronic media) relating to the business of the Company (including, without limitation, all Confidential Information) that Employee may then possess or have under Employee’s control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of Employee’s breach or actions in violation of this Agreement); and at any Subsidiary time thereafter, if any such materials are brought to Employee’s attention or Employee discovers them in connection with this Agreement that are subject Employee’s possession, Employee must deliver such materials to the Company immediately upon such confidencenotice or discovery. Employee also agrees to indemnify and hold the Company harmless for any loss, claim or damages, including attorney’s fees or costs, arising out of or related to the unauthorized disclosure or use of the Confidential Information by Employee.

Confidentiality and Non-Disclosure. (a) Prior Employee recognizes and acknowledges that he has had in the past, currently has and in the future may have access to certain confidential information relating to the Closing Date Company and its affiliates, including, but not limited to, operational policies, financial information, marketing information, personnel information, trade secrets, customer information (including customer lists), and pricing and cost policies, that are valuable, special and unique assets of the Company (collectively, "Confidential Information"). Employee agrees that he will not use or disclose such Confidential Information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except as is required in the course of performing his duties hereunder unless (i) such information becomes known to the public generally through no breach by Employee of this covenant or (ii) disclosure is required by law or any governmental authority or is required in connection with the defense of a lawsuit against the disclosing party, provided, that prior to disclosing any information pursuant to this clause (ii), Employee shall give prior written notice thereof to the Company and provide the Company with the opportunity to contest such disclosure. Employee agrees that, both during the Employment Period and after any the termination of this Agreement, each Purchaser shall holdEmployee will hold in a fiduciary capacity for the benefit of the Company, and shall cause its Affiliates and the respective officersnot directly or indirectly use or disclose, directors, employees, accountants, counsel, consultants, advisors and agents of such Purchaser and its Affiliates (collectively, the “Purchaser Representatives”) to hold, in confidence, unless compelled to disclose except as authorized by judicial or administrative process or by other requirements of any applicable Laws (including, without limitation, pursuant to securities laws or regulations and applicable securities exchange rules) or requested by any Governmental Authority having competent jurisdiction, all documents and information concerning the Company or any Subsidiary furnished to such Purchaser or its Purchaser Representatives in connection with the transactions contemplated performance of Employee's duties, any Confidential Information, that Employee may have or may acquire (whether or not developed or compiled by this Agreement Employee and whether or not Employee has been authorized to have access to such Confidential Information) during the other Transaction Documents, including the terms and conditions term of this Agreement. The covenants contained in this SECTION 6 shall survive for the Employment Period and for a period of two (2) years thereafter; provided, however, that with respect to those items of Confidential Information which constitute trade secrets under applicable law, Employee's obligations of confidentiality and non-disclosure as set forth in this SECTION 6 shall continue to survive after the other Transaction Documents and all exhibits and schedules attached to such agreements, including their existence, and the identity of each party thereto, except applicable period above to the greatest extent that such information can be shown permitted by applicable law. These rights of the Company are in addition to have been (i) previously known on a non-confidential basis by such Purchaser, (ii) in those rights the public domain through no fault of such Purchaser Company has under the common law or (iii) later lawfully acquired by such Purchaser from sources other than the Company; provided that a Purchaser may disclose such information to its Purchaser Representatives who need to know such information applicable statutes for the purpose protection of evaluating, negotiating or consummating the transactions contemplated by this Agreement so long as such Purchaser Representatives are informed by such Purchaser of the confidential nature of such information and are directed by such Purchaser to treat such information confidentially. Each Purchaser shall be responsible for any failure to treat such information confidentially by its Purchaser Representatives. If this Agreement is terminated in respect of any Purchaser, such Purchaser will, and will cause its Purchaser Representatives to, destroy or deliver to the Company, upon request, all documents and other materials, and all copies thereof, obtained by such Purchaser or its Purchaser Representatives or on their behalf from the Company or any Subsidiary in connection with this Agreement that are subject to such confidencetrade secrets.

Confidentiality and Non-Disclosure. (a) Prior to the Closing Date or after any termination of this Agreement, each Purchaser Party (the “Recipient”) shall hold, and shall cause its Affiliates and the respective officers, directors, employees, accountants, counsel, consultants, advisors and agents of such Purchaser Recipient and its Affiliates (collectively, the “Purchaser Representatives”) to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of any applicable Laws (including, without limitation, pursuant to securities laws or regulations and applicable securities exchange rules) or requested by any Governmental Authority having competent jurisdiction, all documents and information concerning the Company or any Subsidiary other Party furnished to such Purchaser the Recipient or its Purchaser Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Documents, including the terms and conditions of this Agreement, the other Transaction Documents and all exhibits and schedules attached to such agreements, including their existence, and the identity of each party thereto, except to the extent that such information can be shown to have been (i) previously known on a non-confidential basis by such PurchaserRecipient, (ii) in the public domain through no fault of such Purchaser Recipient or (iii) later lawfully acquired by such Purchaser Recipient from sources other than the Companyother Parties; provided that a Purchaser Recipient may disclose such information to its Purchaser Representatives who need to know such information for the purpose of evaluating, negotiating or consummating the transactions contemplated by this Agreement so long as such Purchaser Representatives are informed by such Purchaser Recipient of the confidential nature of such information and are directed by such Purchaser Recipient to treat such information confidentially. Each Purchaser Recipient shall be responsible for any failure to treat such information confidentially by its Purchaser Representatives. If this Agreement is terminated in respect of any Purchaser, such Purchaser will, and will cause its Purchaser Representatives to, destroy or deliver to the Company, upon request, all documents and other materials, and all copies thereof, obtained by such Purchaser or its Purchaser Representatives or on their behalf from the Company or any Subsidiary in connection with this Agreement that are subject to such confidence.

Confidentiality and Non-Disclosure. Executive acknowledges that, pursuant to this Agreement, the Company and the Employer agree to provide Executive with Confidential Information regarding the Company and the Employer and their respective businesses and have previously provided Executive other such Confidential Information. In return for this and other consideration provided under this Agreement, Executive agrees that Executive will not, while employed by the Employer or any of its Affiliates and thereafter, disclose or make available to any other person or entity, or use for Executive’s own personal gain, any Confidential Information, except for such disclosures as required in the performance of Executive’s duties hereunder as may otherwise be required by applicable law or legal process (a) Prior in which case Executive shall notify the Company and the Employer of such legal or judicial proceeding as soon as practicable following Executive’s receipt of notice of such a proceeding, and permit the Company and the Employer to the Closing Date or after any termination seek to protect its interests and information). For purposes of this Agreement, each Purchaser “Confidential Information” shall hold, and shall cause its Affiliates and the respective officers, directors, employees, accountants, counsel, consultants, advisors and agents of such Purchaser and its Affiliates (collectively, the “Purchaser Representatives”) to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of mean any applicable Laws (including, without limitation, pursuant to securities laws or regulations and applicable securities exchange rules) or requested by any Governmental Authority having competent jurisdiction, all documents and information concerning the Company or any Subsidiary furnished to such Purchaser or its Purchaser Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Documents, including the terms and conditions of this Agreement, the other Transaction Documents and all exhibits information, data and schedules attached to such agreementsknowledge that has been created, including their existencediscovered, and the identity of each party thereto, except to the extent that such information can be shown to have been (i) previously developed or otherwise become known on a non-confidential basis by such Purchaser, (ii) in the public domain through no fault of such Purchaser or (iii) later lawfully acquired by such Purchaser from sources other than the Company; provided that a Purchaser may disclose such information to its Purchaser Representatives who need to know such information for the purpose of evaluating, negotiating or consummating the transactions contemplated by this Agreement so long as such Purchaser Representatives are informed by such Purchaser of the confidential nature of such information and are directed by such Purchaser to treat such information confidentially. Each Purchaser shall be responsible for any failure to treat such information confidentially by its Purchaser Representatives. If this Agreement is terminated in respect of any Purchaser, such Purchaser will, and will cause its Purchaser Representatives to, destroy or deliver to the Company, upon requestthe Employer or any of their respective Affiliates or ventures or in which property rights have been assigned or otherwise conveyed to the Company, all documents the Employer or any of their respective Affiliates or ventures, which information, data or knowledge has commercial value in the business in which the Company, the Employer or any of their respective affiliates is engaged, except such information, data or knowledge as is or becomes known to the public without Executive’s violation of any of the terms of this Section 5. By way of illustration, but not limitation, Confidential Information includes business trade secrets, secrets concerning the Company’s and other materialsthe Employer’s plans and strategies, nonpublic information concerning material market opportunities, technical trade secrets, processes, formulas, know-how, improvements, discoveries, developments, designs, inventions, techniques, marketing plans, manuals, records of research, reports, memoranda, computer software, strategies, forecasts, new products, unpublished financial information, projections, licenses, prices, costs, and all copies employee, customer and supplier lists or parts thereof, obtained by such Purchaser or its Purchaser Representatives or on their behalf from the Company or any Subsidiary in connection with this Agreement that are subject to such confidence.

Confidentiality and Non-Disclosure. Except as otherwise consented to by the Partnership, all information which has been furnished to a Limited Partner or will be furnished to it, pursuant to this Agreement or otherwise, relating to the Partnership or any of its Affiliates or the business of any of them will be kept confidential, will not be used by such Limited Partner, or by any of its agents, representatives, or employees, for any purpose other than evaluating and monitoring the investment in the Partnership and enforcing rights hereunder, and except as permitted in this Section 12.2 will not be disclosed by such Limited Partner, or by any of its agents, representatives, or employees, in any manner whatsoever, in whole or in part; provided, however, that the foregoing shall not apply to any information that (a) Prior was in such Limited Partner’s possession prior to disclosure by the Partnership or any of its Affiliates, (b) was generally known at the time of disclosure to such Limited Partner, or becomes so generally known after such disclosure, through no act of such Limited Partner or its employees or agents, or (c) has come into the possession of such Limited Partner from a third party who, to such Limited Partner’s knowledge, after reasonable inquiry, is under no obligation to the Closing Date Partnership or after any of its Affiliates to maintain the confidentiality of such information. Each Limited Partner shall be permitted to disclose such information: (i) to those of its direct or indirect agents, partners, members, representatives, and employees who need to be familiar with such information in connection with such Limited Partner’s investment in the Partnership for use solely for such purpose, provided, however, that each such Person shall have been informed of the covenants set forth in this Section 12.2 and such Limited Partner shall be liable for any breach by any such Person of such covenants; (ii) to the extent required by law, so long as such Limited Partner shall have, to the extent reasonably practicable, first afforded the Partnership with a reasonable opportunity to contest the necessity of disclosing such information; (iii) with the prior consent of the General Partner, which consent shall not be unreasonably withheld, to any prospective transferee of such Limited Partner, provided, that such prospective transferee agrees to be bound by the provisions of this Section 12.2, and, provided, further, that prior to such disclosure by any SKM Limited Partner or TCP Limited Partner, such Limited Partner obtains the consent of the TCP Limited Partners and SKM Limited Partners, respectively (which such consent shall not be unreasonably withheld). In addition, any SKM Limited Partner, TCP Limited Partner and their Affiliates shall be permitted to disclose such information in any confidential offering or placement memorandum or as required to comply with organizational or investor agreements. Without intending to limit the remedies available to the Partnership, each Limited Partner acknowledges that a breach of this Section 12.2 may result in material irreparable injury to the Partnership or its Affiliates for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Partnership shall be entitled to specifically enforce the covenants contained herein without the posting of a bond and such Limited Partner agrees not to oppose the granting of such injunctive relief on the basis that monetary damages are an adequate remedy. The provisions of this Section 12.2 shall survive any termination of this AgreementAgreement and shall continue to bind each Person who was ever subject to this provision even if such Person would otherwise cease to be subject to this provision. Notwithstanding anything herein to the contrary, except as necessary to comply with securities laws, each Purchaser shall holdLimited Partner (and each employee, representative or other agent of the Limited Partner) may disclose to any and shall cause its Affiliates and the respective officersall persons, directors, employees, accountants, counsel, consultants, advisors and agents without limitation of such Purchaser and its Affiliates (collectivelyany kind, the “Purchaser Representatives”) to hold, tax treatment and tax structure of the offering of the limited partnership interests in confidence, unless compelled to disclose by judicial or administrative process or by other requirements the Partnership and all materials of any applicable Laws kind (including, without limitation, pursuant to securities laws including opinions or regulations and applicable securities exchange rulesother tax analyses) or requested by any Governmental Authority having competent jurisdiction, all documents and information concerning the Company or any Subsidiary furnished that are provided to such Purchaser or its Purchaser Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Documents, including the terms and conditions of this Agreement, the other Transaction Documents and all exhibits and schedules attached Limited Partner relating to such agreementstax treatment or tax structure. For this purpose, including their existence, and “tax structure” means any facts relevant to the federal income tax treatment of the offering but does not include information relating to the identity of each party theretothe Partnership, except to the extent that such information can be shown to have been (i) previously known on a non-confidential basis by such Purchaser, (ii) in the public domain through no fault of such Purchaser or (iii) later lawfully acquired by such Purchaser from sources other than the Company; provided that a Purchaser may disclose such information to its Purchaser Representatives who need to know such information for the purpose of evaluating, negotiating or consummating the transactions contemplated by this Agreement so long as such Purchaser Representatives are informed by such Purchaser of the confidential nature of such information and are directed by such Purchaser to treat such information confidentially. Each Purchaser shall be responsible for any failure to treat such information confidentially by its Purchaser Representatives. If this Agreement is terminated in respect of any Purchaser, such Purchaser will, and will cause its Purchaser Representatives to, destroy or deliver to the Company, upon request, all documents and other materials, and all copies thereof, obtained by such Purchaser or its Purchaser Representatives or on their behalf from the Company General Partner or any Subsidiary in connection with this Agreement that are subject to such confidenceLimited Partner.

Confidentiality and Non-Disclosure. (a) Prior to the Closing Date or after any termination of this Agreement, each Purchaser Party shall hold, and shall cause its Affiliates to which it has provided any Confidential Information and the respective officers, directors, members, limited partners, employees, accountants, counsel, consultants, advisors and agents of such Purchaser Party and its such Affiliates (collectively, the “Purchaser Representatives”) to hold, in confidence, unless otherwise approved in writing by the Party to which the Confidential Information pertains, legally compelled to disclose by judicial or administrative process or by other requirements of any applicable Laws (including, without limitation, pursuant to securities laws or regulations and applicable securities exchange rules) or requested by any Governmental Authority having competent jurisdiction, all documents and information concerning the Company or any Subsidiary furnished to such Purchaser Party or its Purchaser Representatives in connection with the transactions contemplated by this Agreement and the other Transaction DocumentsDocuments (the “Confidential Information”), including the terms and conditions of this Agreement, the other Transaction Documents and all exhibits and schedules attached to such agreements, including their existence, and the identity of each party thereto, except to the extent that such information can be shown to have been (i) previously known on a non-confidential basis by such Purchaser, (ii) in the public domain through no fault of such Purchaser or (iii) later lawfully acquired by such Purchaser from sources other than the Company; provided that a Purchaser Party may disclose such information to its Purchaser Representatives who need to know such information for the purpose of evaluating, negotiating or consummating the transactions contemplated by this Agreement so long as such Purchaser Representatives are informed by such Purchaser of the confidential nature of such information and have entered into a nonuse and nondisclosure agreement that covers the Confidential Information (or are directed by otherwise subject to similar confidentiality obligations) prior to the disclosure of such Confidential Information to such Representatives; provided, further, without the Company’s prior written consent, in no event shall any Purchaser disclose, or permit any of its Affiliates to disclose, to any non-Affiliate of such Purchaser to treat such information confidentially. Each Purchaser shall be responsible for any failure to treat such information confidentially by its Purchaser Representatives. If this Agreement that is terminated in respect a member, limited partner or other equity interest holder of any Purchaser, such Purchaser will, and will cause its Purchaser Representatives to, destroy or deliver to the Company, upon request, all documents and other materials, and all copies thereof, obtained by such Purchaser or its Purchaser Representatives or on their behalf from such Purchaser’s Affiliates, any Confidential Information other than the name and valuation of the Company or any Subsidiary and such Purchaser’s Subscription Price and its shareholding percentage in connection with this Agreement that are subject to such confidencethe Company.

Confidentiality and Non-Disclosure. (a) Prior Employee recognizes and acknowledges that she has had in the past, currently has and in the future may have access to certain confidential information relating to the Closing Date Company and its affiliates, including, but not limited to, operational policies, financial information, marketing information, personnel information, trade secrets, customer information (including customer lists), and pricing and cost policies, that are valuable, special and unique assets of the Company (collectively, "Confidential Information"). Employee agrees that she will not use or disclose such Confidential Information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except as is required in the course of performing her duties hereunder unless (i) such information becomes known to the public generally through no breach by Employee of this covenant or (ii) disclosure is required by law or any governmental authority or is required in connection with the defense of a lawsuit against the disclosing party, provided, that prior to disclosing any information pursuant to this clause (ii), Employee shall give prior written notice thereof to the Company and provide the Company with the opportunity to contest such disclosure. Employee agrees that, both during the Employment Period and after any the termination of this Agreement, each Purchaser shall holdEmployee will hold in a fiduciary capacity for the benefit of the Company, and shall cause its Affiliates and the respective officersnot directly or indirectly use or disclose, directors, employees, accountants, counsel, consultants, advisors and agents of such Purchaser and its Affiliates (collectively, the “Purchaser Representatives”) to hold, in confidence, unless compelled to disclose except as authorized by judicial or administrative process or by other requirements of any applicable Laws (including, without limitation, pursuant to securities laws or regulations and applicable securities exchange rules) or requested by any Governmental Authority having competent jurisdiction, all documents and information concerning the Company or any Subsidiary furnished to such Purchaser or its Purchaser Representatives in connection with the transactions contemplated performance of Employee's duties, any Confidential Information, that Employee may have or may acquire (whether or not developed or compiled by this Agreement Employee and whether or not Employee has been authorized to have access to such Confidential Information) during the other Transaction Documents, including the terms and conditions term of this Agreement. The covenants contained in this SECTION 6 shall survive for the Employment Period and for a period of two (2) years thereafter; provided, however, that with respect to those items of Confidential Information which constitute trade secrets under applicable law, Employee's obligations of confidentiality and non-disclosure as set forth in this SECTION 6 shall continue to survive after the other Transaction Documents and all exhibits and schedules attached to such agreements, including their existence, and the identity of each party thereto, except applicable period above to the greatest extent that such information can be shown permitted by applicable law. These rights of the Company are in addition to have been (i) previously known on a non-confidential basis by such Purchaser, (ii) in those rights the public domain through no fault of such Purchaser Company has under the common law or (iii) later lawfully acquired by such Purchaser from sources other than the Company; provided that a Purchaser may disclose such information to its Purchaser Representatives who need to know such information applicable statutes for the purpose protection of evaluating, negotiating or consummating the transactions contemplated by this Agreement so long as such Purchaser Representatives are informed by such Purchaser of the confidential nature of such information and are directed by such Purchaser to treat such information confidentially. Each Purchaser shall be responsible for any failure to treat such information confidentially by its Purchaser Representatives. If this Agreement is terminated in respect of any Purchaser, such Purchaser will, and will cause its Purchaser Representatives to, destroy or deliver to the Company, upon request, all documents and other materials, and all copies thereof, obtained by such Purchaser or its Purchaser Representatives or on their behalf from the Company or any Subsidiary in connection with this Agreement that are subject to such confidencetrade secrets.

Confidentiality and Non-Disclosure. (a) Prior Employee recognizes and acknowledges that during the Employment Period he will have access to certain confidential information relating to the Closing Date Company and its affiliates, including, but not limited to, operational policies, financial information, marketing information, personnel information, trade secrets, customer information (including customer lists), and pricing and cost policies, that are valuable, special and unique assets of the Company (collectively, "Confidential Information"). Employee agrees that he will not use or disclose such Confidential Information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except as is required in the course of performing his duties hereunder unless (i) such information becomes known to the public generally through no breach by Employee of this covenant or (ii) disclosure is required by law or any governmental authority or is required in connection with the defense of a lawsuit against the disclosing party, provided, that prior to disclosing any information pursuant to this clause (ii), Employee shall give prior written notice thereof to the Company and provide the Company with the opportunity to contest such disclosure. Employee agrees that, both during the Employment Period and for a period of twenty-four (24) months after any the termination of this Agreement, each Purchaser shall holdEmployee will hold in a fiduciary capacity for the benefit of the Company, and shall cause its Affiliates and the respective officersnot directly or indirectly use or disclose, directors, employees, accountants, counsel, consultants, advisors and agents of such Purchaser and its Affiliates (collectively, the “Purchaser Representatives”) to hold, in confidence, unless compelled to disclose except as authorized by judicial or administrative process or by other requirements of any applicable Laws (including, without limitation, pursuant to securities laws or regulations and applicable securities exchange rules) or requested by any Governmental Authority having competent jurisdiction, all documents and information concerning the Company or any Subsidiary furnished to such Purchaser or its Purchaser Representatives in connection with the transactions contemplated performance of Employee's duties, any Confidential Information, that Employee may have or may acquire (whether or not developed or compiled by this Agreement Employee and whether or not Employee has been authorized to have access to such Confidential Information) during the other Transaction Documents, including the terms and conditions term of this Agreement. The covenants contained in this SECTION 6 shall survive for the Employment Period and for a period of twenty-four (24) months thereafter; provided, however, that with respect to those items of Confidential Information which constitute trade secrets under applicable law, Employee's obligations of confidentiality and non-disclosure as set forth in this SECTION 6 shall continue to survive after the other Transaction Documents and all exhibits and schedules attached to such agreements, including their existence, and the identity of each party thereto, except applicable period above to the greatest extent that such information can be shown permitted by applicable law. These rights of the Company are in addition to have been (i) previously known on a non-confidential basis by such Purchaser, (ii) in those rights the public domain through no fault of such Purchaser Company has under the common law or (iii) later lawfully acquired by such Purchaser from sources other than the Company; provided that a Purchaser may disclose such information to its Purchaser Representatives who need to know such information applicable statutes for the purpose protection of evaluating, negotiating or consummating the transactions contemplated by this Agreement so long as such Purchaser Representatives are informed by such Purchaser of the confidential nature of such information and are directed by such Purchaser to treat such information confidentially. Each Purchaser shall be responsible for any failure to treat such information confidentially by its Purchaser Representatives. If this Agreement is terminated in respect of any Purchaser, such Purchaser will, and will cause its Purchaser Representatives to, destroy or deliver to the Company, upon request, all documents and other materials, and all copies thereof, obtained by such Purchaser or its Purchaser Representatives or on their behalf from the Company or any Subsidiary in connection with this Agreement that are subject to such confidencetrade secrets.

Confidentiality and Non-Disclosure. (a) Prior Employee recognizes and acknowledges that during the Employment Period he will have access to certain confidential information relating to the Closing Date Company and its affiliates, including, but not limited to, operational policies, financial information, marketing information, personnel information, trade secrets, customer information (including customer lists), and pricing and cost policies, that are valuable, special and unique assets of the Company (collectively, "Confidential Information"). Employee agrees that he will not use or disclose such Confidential Information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except as is required in the course of performing his duties hereunder unless (i) such information becomes known to the public generally through no breach by Employee of this covenant or (ii) disclosure is required by law or any governmental authority or is required in connection with the defense of a lawsuit against the disclosing party, provided, that prior to disclosing any information pursuant to this clause (ii), Employee shall give prior written notice thereof to the Company and provide the Company with the opportunity to contest such disclosure. Employee agrees that, both during the Employment Period and for a period of twelve (12) months after any the termination of this Agreement, each Purchaser shall holdEmployee will hold in a fiduciary capacity for the benefit of the Company, and shall cause its Affiliates and the respective officersnot directly or indirectly use or disclose, directors, employees, accountants, counsel, consultants, advisors and agents of such Purchaser and its Affiliates (collectively, the “Purchaser Representatives”) to hold, in confidence, unless compelled to disclose except as authorized by judicial or administrative process or by other requirements of any applicable Laws (including, without limitation, pursuant to securities laws or regulations and applicable securities exchange rules) or requested by any Governmental Authority having competent jurisdiction, all documents and information concerning the Company or any Subsidiary furnished to such Purchaser or its Purchaser Representatives in connection with the transactions contemplated performance of Employee's duties, any Confidential Information, that Employee may have or may acquire (whether or not developed or compiled by this Agreement Employee and whether or not Employee has been authorized to have access to such Confidential Information) during the other Transaction Documents, including the terms and conditions term of this Agreement. The covenants contained in this SECTION 6 shall survive for the Employment Period and for a period of twelve (12) months thereafter; provided, however, that with respect to those items of Confidential Information which constitute trade secrets under applicable law, Employee's obligations of confidentiality and non-disclosure as set forth in this SECTION 6 shall continue to survive after the other Transaction Documents and all exhibits and schedules attached to such agreements, including their existence, and the identity of each party thereto, except applicable period above to the greatest extent that such information can be shown permitted by applicable law. These rights of the Company are in addition to have been (i) previously known on a non-confidential basis by such Purchaser, (ii) in those rights the public domain through no fault of such Purchaser Company has under the common law or (iii) later lawfully acquired by such Purchaser from sources other than the Company; provided that a Purchaser may disclose such information to its Purchaser Representatives who need to know such information applicable statutes for the purpose protection of evaluating, negotiating or consummating the transactions contemplated by this Agreement so long as such Purchaser Representatives are informed by such Purchaser of the confidential nature of such information and are directed by such Purchaser to treat such information confidentially. Each Purchaser shall be responsible for any failure to treat such information confidentially by its Purchaser Representatives. If this Agreement is terminated in respect of any Purchaser, such Purchaser will, and will cause its Purchaser Representatives to, destroy or deliver to the Company, upon request, all documents and other materials, and all copies thereof, obtained by such Purchaser or its Purchaser Representatives or on their behalf from the Company or any Subsidiary in connection with this Agreement that are subject to such confidencetrade secrets.

Confidentiality and Non-Disclosure. Each Partner agrees that ---------------------------------- each Bona Fide Offer, Offer Notice, Shopping Notice, Sale Notice, the information contained in any of the foregoing, and the fact that discussions or negotiations are taking place with respect to transactions which are the subject thereof and the content of such discussions or negotiations (athe "Confidential Transaction Information") Prior received by it or any of its Representatives (as defined below) from any other Partner or any of the Representatives of any other Partner will be kept confidential by it, and will not be disclosed to any Person other than to such Partner's Representatives as permitted hereby or to one or more other Partners or their Representatives, without either the prior written consent of the Partner from which the same was received or as otherwise permitted by this Section 10.7.3. Confidential Transaction Information does not include information which is or becomes generally available to the Closing Date public other than as a result of a disclosure by a Partner or after any termination its Representatives in violation of the provisions of this AgreementSection 10.7.3. A Partner may disclose Confidential Transaction Information to its directors, each Purchaser officers, employees, attorneys, accountants, lenders and other advisors (the "Representatives") who need to know the Confidential Transaction Information, are advised of the provisions of this Section 10.7.3 prior to disclosure of the Confidential Transaction Information to any of them, and who agree prior to their receipt of the Confidential Transaction Information to comply with the provisions of this Section 10.7.3. Each Partner shall holdbe responsible for any breach of the provisions of this Section 10.7.3 by any of its Representatives. Each Partner agrees that it shall use, and shall cause its Affiliates and the respective officers, directors, employees, accountants, counsel, consultants, advisors and agents of such Purchaser and its Affiliates (collectivelyRepresentatives to use, the “Purchaser Representatives”) to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements Confidential Transaction Information solely for purposes of any applicable Laws (including, without limitation, pursuant to securities laws or regulations and applicable securities exchange rules) or requested by any Governmental Authority having competent jurisdiction, all documents and information concerning exercising the Company or any Subsidiary furnished to such Purchaser or its Purchaser Representatives in connection with rights of the transactions contemplated by Partner under this Agreement and the other Transaction Documents, including the terms and conditions Article X of this Agreement, the other Transaction Documents . Each Partner further agrees and all exhibits and schedules attached to such agreements, including their existence, and the identity of each party thereto, except to the extent that such information can be shown to have been (i) previously known on a non-confidential basis by such Purchaser, (ii) in the public domain through no fault of such Purchaser or (iii) later lawfully acquired by such Purchaser from sources other than the Company; provided acknowledges that a Purchaser may disclose such information disclosing Partner shall be entitled to its Purchaser Representatives who need to know such information injunctive relief for the purpose of evaluating, negotiating a breach or consummating the transactions contemplated by this Agreement so long as such Purchaser Representatives are informed by such Purchaser threatened breach of the confidential nature provisions of such information and are directed this Section 10.7.3 by such Purchaser to treat such information confidentially. Each Purchaser shall be responsible for any failure to treat such information confidentially by its Purchaser Representatives. If this Agreement is terminated in respect other Partner or the Representatives of any Purchaser, such Purchaser will, and will cause its Purchaser Representatives to, destroy or deliver to the Company, upon request, all documents and other materials, and all copies thereof, obtained by such Purchaser or its Purchaser Representatives or on their behalf from the Company or any Subsidiary in connection with this Agreement that are subject to such confidencePartner.

Confidentiality and Non-Disclosure. (a) Prior to the Closing Date or after any termination of this Agreement, each Purchaser shall hold, and shall cause its Affiliates and the respective officers, directors, employees, accountants, counsel, consultants, advisors and agents of such Purchaser and its Affiliates (collectively, the “Purchaser Representatives”) to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of any applicable Laws (including, without limitation, pursuant to securities laws or regulations and applicable securities exchange rules) or requested by any Governmental Authority having competent jurisdiction, all documents and information concerning the Company or any Subsidiary furnished to such Purchaser or its Purchaser Representatives in connection with the transactions contemplated by this Agreement and the other Transaction Documents, including the terms and conditions of this Agreement, the other Transaction Documents and all exhibits and schedules attached to such agreements, including their existence, and the identity of each party thereto, except to the extent that such information can be shown to have been (i) previously known on a non-confidential basis by such Purchaser, (ii) in the public domain through no fault of such Purchaser or (iii) later lawfully acquired by such Purchaser from sources other than the Company; provided that a Purchaser may disclose such information to its Purchaser Representatives who need to know such information for the purpose of evaluating, negotiating or consummating the transactions contemplated by this Agreement For so long as such Purchaser Representatives are informed by such Purchaser any Shareholder (the “Recipient”) is a Shareholder of the confidential nature of such Company and for five years thereafter, all information and are directed by such Purchaser to treat such information confidentially. Each Purchaser shall that has been or will be responsible for any failure to treat such information confidentially by its Purchaser Representatives. If this Agreement is terminated in respect of any Purchaser, such Purchaser will, and will cause its Purchaser Representatives to, destroy or deliver furnished to the Company, upon request, all documents and other materials, and all copies thereof, obtained by such Purchaser or its Purchaser Representatives or on their behalf from the Company or any Subsidiary Recipient in connection with this Agreement which relates to the Company or any other Shareholder or any of their respective Affiliates (each, a “Disclosing Party”) or the business of any of them (“Confidential Information”) will not be disclosed by the Recipient, or by any of its agents, representatives, employees, Affiliates, advisors and consultants (its “Representatives”), for any purpose other than to evaluate and monitor the Recipient’s investment in the Company and/or to enforce the Recipient’s rights and obligations hereunder, and except as permitted in this Section 14.1; provided however, that the foregoing restrictions shall not apply to any information that (a) was in the Recipient’s possession prior to disclosure by a Disclosing Party, (b) was generally known within the Recipient’s or the Disclosing Party’s trade or business at the time of disclosure to the Recipient, or becomes so generally known after such disclosure, through no act or omission of the Recipient or its Representatives in violation of this Section 14.1, (c) has come into the possession of the Recipient from a third party who, to the Recipient’s knowledge, after reasonable inquiry, is under no obligation to the Disclosing Party to maintain the confidentiality of such information, or (d) was independently developed by or on behalf of the Recipient or one of its Affiliates, as evidenced by its written records. Notwithstanding the foregoing, the Recipient shall be permitted to disclose Confidential Information (i) to those of its Representatives who need to be familiar with such information in connection with the Recipient’s investment in the Company for use solely for such purpose, provided however, that each such Person shall have been informed of the covenants set forth in this Section 14.1 and the Recipient shall be liable for any breach by any such Person of such covenants, (ii) to the extent required by Law, so long as the Recipient shall have, to the extent reasonably practicable, first afforded the Disclosing Party a reasonable opportunity to contest the necessity of such disclosure and (iii) within the prior written consent of the Principal Shareholders (such consent not to be unreasonably withheld, conditioned or delayed) after identification of such prospective transferee, to any prospective transferee of all or part of a Shareholder’s Interest; provided however, that such prospective transferee agrees to be bound by the provisions of this Section 14.1. Notwithstanding the foregoing, each party hereto (and each Representative of such party) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure; provided however, that such disclosure does not involve the disclosure of any Confidential Information of the Company. Each Recipient shall, upon the earlier of the termination of such Recipient’s Interest in the Company and the dissolution of the Company, return to the Disclosing Party or destroy (provided a written certification of such destruction is promptly delivered to the Company) all documents and other tangible manifestations of the Disclosing Party’s Confidential Information received by the Recipient pursuant to this Agreement in whatever form (and all computer files, summaries, extracts, other documents or storage media which contain such Confidential Information shall be destroyed and no copy retained); provided however, that each Shareholder shall be permitted to retain one copy of such Confidential Information for its legal records. Notwithstanding anything to the contrary contained in this Agreement, the Company, the Principal Shareholders and their respective Affiliates shall be permitted to disclose Confidential Information and provide general information regarding the subject matter of this Agreement (including the Principal Shareholders’, the Company’s, and their respective Affiliates’ performance and improvements) (x) in connection with the Principal Shareholders’ or their respective Affiliates’ fund raising, marketing, informational or reporting activities (subject to such confidencecustomary confidentiality obligations) or (y) for regulatory or compliance purposes (including disclosures made as a result of any securities regulation or securities exchange rule).