Common use of Confidentiality Covenants Clause in Contracts

Confidentiality Covenants. Parent, Merger Sub and the Company acknowledge that each may have received access to Confidential Information (as hereinafter defined) of the other in the course of investigations and negotiations prior to Closing. Each party who receives any Confidential Information (a “Receiving Party”) from any other party hereto (the “Disclosing Party”), may disclose any such Confidential Information to such party’s employees, attorneys, accountants, financial advisors or agents or representatives that have a need to know such Information to facilitate or assist with the consummation of the transactions contemplated hereby (collectively, “Agents”). Subject to the foregoing exception, and the exception hereinafter set forth in Section 9.2 below (i) a Receiving Party will keep, and will cause its Agents to keep, all Confidential Information received from a Disclosing Party hereunder strictly confidential and will not disclose, and will cause its Agents not to disclose, any such Confidential Information to any third party; and (ii) any Receiving Party and its Agents will not make any uses of Confidential Information received from a Disclosing Party except to facilitate or assist with the consummation of the transactions contemplated hereby. Confidential Information will include any business, financial, technical or other information, including, but not limited to, business plans, forecasts, marketing plans or initiatives, customer, client and vendor lists, training materials developed by the Disclosing Party, information regarding the identities, qualifications and compensation being paid to key employees, information received from customers, vendors or clients with the expectation, whether explicit or implicit, that such information would be protected from disclosure or dissemination to third parties, and other information the value of which to the Disclosing Party is dependent on the non-disclosure of such information. Confidential Information will not include information that, although disclosed or made available by a Disclosing Party or any of its Representatives to a Receiving Party or any of its Agents, (i) can be obtained by persons not subject to confidentiality or use restrictions from public sources, including periodicals, government and industry publications and other media that is readily accessible to the public or competitors of the Disclosing Party, (ii) has been disclosed by the Disclosing Party or any of its Agents to any unaffiliated third parties without the imposition of any restrictions or prohibitions on disclosure or use thereof and has been, as a result, disclosed by that third party to other third parties, or (iii) information that the Receiving Party can demonstrate convincingly was in its possession prior to its disclosure to the Receiving Party by the Disclosing Party or any of its Agents, provided that the Receiving Party had not obtained possession of such Confidential Information from any one that the Receiving Party knew or should have known was subject to restrictions on its right to disclose such information to the Receiving Party, either pursuant to an agreement or by reason of his position or relationship with the Disclosing Party.

Confidentiality Covenants. ParentBuyer, Merger Sub and the Company and Seller each acknowledge that each they may have received access to Confidential Information (as hereinafter defined) of the other others in the course of investigations and negotiations prior to Closing. Each party who receives any Confidential Information (a “Receiving Party”) from any other party hereto (the “Disclosing Party”), may disclose any such Confidential Information to such party’s employees, attorneys, accountants, financial advisors or agents or representatives that have a need to know such Information to facilitate or assist with the consummation of the transactions contemplated hereby (collectively, “AgentsRepresentatives”). Subject to the foregoing exception, and the exception hereinafter set forth in Section 9.2 below 12.2 below, (i) a Receiving Party will shall keep, and will shall cause its Agents Representatives to keep, all Confidential Information received from a Disclosing Party hereunder strictly confidential and will shall not disclose, and will shall cause its Agents Representatives not to disclose, any such Confidential Information to any third party; and (ii) any Receiving Party and its Agents will Representatives shall not make any uses of Confidential Information received from a Disclosing Party except to facilitate or assist with the consummation of the transactions contemplated hereby. “Confidential Information will Information” shall include any business, financial, technical or other information, including, but not limited to, business plans, forecasts, marketing plans or initiatives, customer, client and vendor lists, training materials developed by the Disclosing Party, information regarding the identities, qualifications and compensation being paid to key employees, information received from customers, vendors or clients with the expectation, whether explicit or implicit, that such information would be protected from disclosure or dissemination to third parties, and other information the value of which to the Disclosing Party is dependent on the non-disclosure of such information. Confidential Information will ; provided, however, that it shall not include information that, although disclosed or made available by a Disclosing Party or any of its Representatives to a Receiving Party or any of its AgentsRepresentatives, (i) can be obtained by persons not subject to confidentiality or use restrictions from public sources, including periodicals, government and industry publications and other media that is readily accessible to the public or competitors of the Disclosing Party, (ii) has been disclosed by the Disclosing Party or any of its Agents Representatives to any unaffiliated third parties without the imposition of any restrictions or prohibitions on disclosure or use thereof and has been, as a result, disclosed by that third party to other third parties, or (iii) information that the Receiving Party can demonstrate convincingly was in its possession prior to its disclosure to the Receiving Party by the Disclosing Party or any of its AgentsRepresentatives; provided, provided however, that the Receiving Party had not obtained possession of such Confidential Information from any one that the Receiving Party knew or should have known was subject to restrictions on its right to disclose such information to the Receiving Party, either pursuant to an agreement or by reason of his position or relationship with the Disclosing Party.

Confidentiality Covenants. ParentIndustrialex, Merger Sub the Company, and the Company Stockholders acknowledge that each Industrialex, the Company and the Stockholders may have received access to Confidential Information (as hereinafter defined) of the other in the course of investigations and negotiations prior to Closing, and the Stockholders acknowledge that they may have Confidential Information of the Company and/or of Industrialex. Each party who that receives any Confidential Information (a “"Receiving Party”") from any other party hereto (the “"Disclosing Party”"), may disclose any such Confidential Information to such party’s 's employees, attorneys, accountants, financial advisors or agents or representatives that have a need to know such Confidential Information to facilitate or assist with the consummation of the transactions contemplated hereby (collectively, “Agents”"Representatives"). Subject to the foregoing exception, and the exception hereinafter set forth in Section Subsection 9.2 below (i) a Receiving Party will shall keep, and will shall cause its Agents Representatives to keep, all Confidential Information received from a Disclosing Party hereunder strictly confidential and will shall not disclose, and will shall cause its Agents Representatives not to disclose, any such Confidential Information to any third party; and (ii) any Receiving Party and its Agents will Representatives shall not make any uses of Confidential Information received from a Disclosing Party except to facilitate or assist with the consummation of the transactions contemplated hereby. Confidential Information will information shall include any business, financial, technical or other information, including, but not limited to, business plans, forecasts, marketing plans or initiatives, customer, client and vendor lists, training materials developed by the Disclosing Party, information regarding the identities, qualifications and compensation being paid to key employees, information received from customers, vendors or clients with the expectation, whether explicit or implicit, that such information would be protected from disclosure or dissemination to third parties, and other information the value of which to the Disclosing Party is dependent on the non-disclosure of such information. Confidential Information will shall not include information that, although disclosed or made available by a Disclosing Party or any of its Representatives to a Receiving Party or any of its AgentsRepresentatives, (i) can be obtained by persons not subject to confidentiality or use restrictions from public sources, including periodicals, government and industry publications and other media that is readily accessible to the public or competitors of the Disclosing Party, (ii) has been disclosed by the Disclosing Party or any of its Agents Representatives to any unaffiliated third parties without the imposition of any restrictions or prohibitions on disclosure or use thereof and has been, as a result, disclosed by that third party to other third parties, or (iii) information that the Receiving Party can demonstrate convincingly was in its possession prior to its disclosure to the Receiving Party by the Disclosing Party or any of its AgentsRepresentatives, provided that the Receiving Party had not obtained possession of such Confidential Information information from any one that the Receiving Party knew or should have known was subject to restrictions on its right to disclose such information to the Receiving Party, either pursuant to an agreement or by reason of his position or relationship with the Disclosing Party.

Confidentiality Covenants. ParentIndustrialex, Merger Sub the Company, and the Company Stockholders acknowledge that each Industrialex, the Company and the Stockholders may have received access to Confidential Information (as hereinafter defined) of the other in the course of investigations and negotiations prior to Closing, and the Stockholders acknowledge that they may have Confidential Information of the Company and/or of Industrialex. Each party who that receives any Confidential Information (a “"Receiving Party”") from any other party hereto (the “"Disclosing Party”"), may disclose any such Confidential Information to such party’s 's employees, attorneys, accountants, financial advisors or agents or representatives that have a need to know such Confidential Information to facilitate or assist with the consummation of the transactions contemplated hereby (collectively, “Agents”"Representatives"). Subject to the foregoing exception, and the exception hereinafter set forth in Section Subsection 9.2 below (i) a Receiving Party will shall keep, and will shall cause its Agents Representatives to keep, all Confidential Information received from a Disclosing Party hereunder strictly confidential and will shall not disclose, and will shall cause its Agents Representatives not to disclose, any such Confidential Information to any third party; and (ii) any Receiving Party and its Agents will Representatives shall not make any uses of Confidential Information received from a Disclosing Party except to facilitate or assist with the consummation of the transactions contemplated hereby. Confidential Information will information shall include any business, financial, technical or other information, including, but not limited to, business plans, forecasts, marketing plans or initiatives, customer, client and vendor lists, training materials developed by the Disclosing Party, information regarding the identities, qualifications and compensation being paid to key employees, information received from customers, vendors or clients with the expectation, whether explicit or implicit, that such information would be protected from disclosure or dissemination to third parties, and other information the value of which to the Disclosing Party is dependent on the non-disclosure of such information. Confidential Information will not include information that, although disclosed or made available by a Disclosing Party or any of its Representatives to a Receiving Party or any of its Agents, (i) can be obtained by persons not subject to confidentiality or use restrictions from public sources, including periodicals, government and industry publications and other media that is readily accessible to the public or competitors of the Disclosing Party, (ii) has been disclosed by the Disclosing Party or any of its Agents to any unaffiliated third parties without the imposition of any restrictions or prohibitions on disclosure or use thereof and has been, as a result, disclosed by that third party to other third parties, or (iii) information that the Receiving Party can demonstrate convincingly was in its possession prior to its disclosure to the Receiving Party by the Disclosing Party or any of its Agents, provided that the Receiving Party had not obtained possession of such Confidential Information from any one that the Receiving Party knew or should have known was subject to restrictions on its right to disclose such information to the Receiving Party, either pursuant to an agreement or by reason of his position or relationship with the Disclosing Party.any

Confidentiality Covenants. ParentEach Member agrees that, Merger Sub except as required by law, legal process, government regulators, or as reasonably necessary for the proper performance of such Member’s obligations or the enforcement of such Member’s rights under this Agreement, such Member will treat and the Company acknowledge that each may have received hold as confidential (and not disclose or provide access to Confidential Information (as hereinafter defined) any Person other than such Member’s attorneys or accountants, without the prior written consent of the other in Company) and such Member will cause its Affiliates, officers, managers, governors, partners, employees and agents to treat and hold as confidential (and not divulge, provide access to any Person, or use to the course of investigations and negotiations prior to Closing. Each party who receives any Confidential Information (a “Receiving Party”) from any other party hereto (the “Disclosing Party”), may disclose any such Confidential Information to such party’s employees, attorneys, accountants, financial advisors or agents or representatives that have a need to know such Information to facilitate or assist with the consummation detriment of the transactions contemplated hereby (collectivelydisclosing Member or the Company, “Agents”). Subject without the prior written consent of the Board of Governors) all information relating to the foregoing exception, and the exception hereinafter set forth in Section 9.2 below (i) a Receiving Party will keep, the business of the Company and will cause its Agents to keep, all Confidential Information received from a Disclosing Party hereunder strictly confidential and will not disclose, and will cause its Agents not to disclose, any such Confidential Information to any third party; of Scripps Holding and (ii) any Receiving Party patents, inventions, designs, know-how, trade secrets or other intellectual property relating to the Company or to Scripps Holding in each case which is of a proprietary nature and its Agents will not make any uses the secrecy of Confidential Information which provides a material, competitive, or economic advantage to the Company or Scripps Holding, and in each case excluding (A) information in the public domain when received by such Member or thereafter in the public domain through sources other than such Member, (B) information lawfully received by such Member from a Disclosing Party except third party not subject to facilitate or assist with the consummation a confidentiality obligation and (C) information developed independently by such Member. The obligations of the transactions contemplated herebyMembers hereunder shall not apply to the extent that the disclosure of information otherwise determined to be confidential is required by applicable law, provided, however, that prior to disclosing such confidential information to any party other than a governmental agency exercising its ordinary regulatory oversight of a Member, a Member shall notify the Company thereof, which notice shall include the basis upon which such Member believes the information is required to be disclosed. Confidential Information will include This Section 5.8 shall survive for a period of five years with respect to any business, financial, technical or other informationMember that for any reason ceases to be a Member of the Company and for a period of time agreed to by all of the Members in connection with any dissolution of the Company pursuant to Article 13. The provisions of this Section 5.8 shall be enforceable by any and all remedies available at law and in equity, including, but not limited to, business plans, forecasts, marketing plans or initiatives, customer, client damages and vendor lists, training materials developed by the Disclosing Party, information regarding the identities, qualifications and compensation being paid to key employees, information received from customers, vendors or clients with the expectation, whether explicit or implicit, that such information would be protected from disclosure or dissemination to third parties, and other information the value of which to the Disclosing Party is dependent on the non-disclosure of such information. Confidential Information will not include information that, although disclosed or made available by a Disclosing Party or any of its Representatives to a Receiving Party or any of its Agents, (i) can be obtained by persons not subject to confidentiality or use restrictions from public sources, including periodicals, government and industry publications and other media that is readily accessible to the public or competitors of the Disclosing Party, (ii) has been disclosed by the Disclosing Party or any of its Agents to any unaffiliated third parties without the imposition of any restrictions or prohibitions on disclosure or use thereof and has been, as a result, disclosed by that third party to other third parties, or (iii) information that the Receiving Party can demonstrate convincingly was in its possession prior to its disclosure to the Receiving Party by the Disclosing Party or any of its Agents, provided that the Receiving Party had not obtained possession of such Confidential Information from any one that the Receiving Party knew or should have known was subject to restrictions on its right to disclose such information to the Receiving Party, either pursuant to an agreement or by reason of his position or relationship with the Disclosing Partyinjunctive relief.

Confidentiality Covenants. Parent, Merger Sub and the Company acknowledge Each party acknowledges that each it may have received access to various items of Confidential Information (as hereinafter defined) of the other in the course of investigations and negotiations prior to Closing. Each party who receives any Confidential Information (a “"Receiving Party”") from any other party hereto hereto, (the “"Disclosing Party”"), may disclose any such Confidential Information to such party’s 's employees, attorneys, accountants, financial advisors or agents or representatives that have a need to know such Confidential Information to facilitate or assist with the consummation of the transactions contemplated hereby (collectively, “Agents”"Representatives"), or the continuation of the Business by the Purchaser after the Closing Date. Subject to the foregoing exception, and the exception hereinafter set forth in Section 9.2 below Subsection 5.02(a)(i) below, (iI) a Receiving Party will shall keep, and will shall cause its Agents Representatives to keep, all Confidential Information received from a Disclosing Party hereunder strictly confidential and will shall not disclose, and will shall cause its Agents Representatives not to disclose, any such Confidential Information to any third party; and (iiII) any Receiving Party and its Agents will Representatives shall not make any uses of Confidential Information received from a Disclosing Party except to facilitate or assist with the consummation of the transactions contemplated herebyhereby or the continuation of the Business by the Purchaser after the Closing Date. Confidential Information will shall include any business, financial, technical or other information, including, but not limited to, designs, drawings, know-how, trade secrets, business plans, forecasts, marketing plans or initiatives, customer, client and vendor lists, training materials developed by the Disclosing Party, information regarding the identities, qualifications and compensation being paid to key employees, information received from customers, vendors or clients with the expectation, whether explicit or implicit, that such information would be protected from disclosure or dissemination to third parties, and other information the value of which to the Disclosing Party is dependent on the non-disclosure of such information. Confidential Information will shall not include information that, although disclosed or made available by a Disclosing Party or any of its Representatives to a Receiving Party or any of its AgentsRepresentatives, (iA) can be obtained by persons not subject to confidentiality or use restrictions from public sources, including periodicals, government and industry publications and other media that is readily accessible to the public or competitors of the Disclosing Party, (iiB) has been disclosed by the Disclosing Party or any of its Agents Representatives to any unaffiliated third parties without the imposition of any restrictions or prohibitions on disclosure or use thereof and has been, as a result, disclosed by that third party to other third parties, or (iiiC) information that the Receiving Party can demonstrate convincingly was in its possession prior to its disclosure to the Receiving Party by the Disclosing Party or any of its AgentsRepresentatives, provided provided, however, that the Receiving Party had not obtained possession of such Confidential Information from any one that the Receiving Party knew or should have known was subject to restrictions on its right to disclose such information to the Receiving Party, either pursuant to an agreement or by reason of his position or relationship with the Disclosing Party.

Confidentiality Covenants. ParentFrom the date hereof, Merger Sub the Stockholder and the Company acknowledge that each may have received access to Confidential Information (as hereinafter defined) shall not, directly or indirectly, use for any purpose, other than in connection with the performance of the other in Stockholder's duties under the course of investigations and negotiations prior to Closing. Each party who receives any Confidential Information (a “Receiving Party”) from any other party hereto (the “Disclosing Party”), may disclose any such Confidential Information to such party’s employees, attorneys, accountants, financial advisors or agents or representatives that have a need to know such Information to facilitate or assist Employment Agreement with the consummation of the transactions contemplated hereby (collectivelyCompany, “Agents”). Subject to the foregoing exception, and the exception hereinafter set forth in Section 9.2 below (i) a Receiving Party will keep, and will cause its Agents to keep, all Confidential Information received from a Disclosing Party hereunder strictly confidential and will not disclose, and will cause its Agents not to disclose, any such Confidential Information or disclose to any third party, any information of Vision 21 or the Company (whether written or oral), including any business management or economic studies, patient lists, proprietary forms, proprietary business or management methods, marketing data, fee schedules, or trade secrets of Vision 21 or of the Company, including the terms and provisions of this Agreement and any transaction or document executed by the parties pursuant to this Agreement. Notwithstanding the foregoing, the Stockholder and the Company may disclose information that the Stockholder or the Company can establish (a) is or becomes generally available to and known by the public or optometric community (other than as a result of an unpermitted disclosure directly or indirectly by the Stockholder or the Company or their respective Affiliates, advisors, or representatives); and (iib) any Receiving Party and its Agents will not make any uses of Confidential Information received is or becomes available to the Stockholder or the Company on a nonconfidential basis from a Disclosing Party except to facilitate source other than Vision 21 or assist its Affiliates, advisors or representatives, provided that such source is not and was not bound by a confidentiality agreement with the consummation of the transactions contemplated hereby. Confidential Information will include any business, financial, technical or other informationobligation of secrecy to Vision 21 or its Affiliates, including, but not limited to, business plans, forecasts, marketing plans advisors or initiatives, customer, client and vendor lists, training materials representatives of which the Stockholder or the Company has knowledge; or (c) has already been or is hereafter independently acquired or developed by the Disclosing PartyStockholder or the Company without violating any confidentiality agreement with or other obligation of secrecy to Vision 21, information regarding the identitiesCompany or their respective Affiliates, qualifications advisors or representatives. Without limiting the other possible remedies to Vision 21 for the breach of this covenant, the Stockholder and compensation being paid the Company agree that injunctive or other equitable relief shall be available to key employeesenforce this covenant, information received from customers, vendors or clients with the expectation, whether explicit or implicit, that such information would relief to be protected from disclosure or dissemination to third parties, and other information the value of which to the Disclosing Party is dependent on the non-disclosure of such information. Confidential Information will not include information that, although disclosed or made available by a Disclosing Party or any of its Representatives to a Receiving Party or any of its Agents, (i) can be obtained by persons not subject to confidentiality or use restrictions from public sources, including periodicals, government and industry publications and other media that is readily accessible to the public or competitors of the Disclosing Party, (ii) has been disclosed by the Disclosing Party or any of its Agents to any unaffiliated third parties without the imposition necessity of posting a bond, cash or otherwise. The Stockholder and the Company further agree that if any restrictions restriction contained in this Section 9 is held by any court to be unenforceable or prohibitions on disclosure or use thereof and has beenunreasonable, as a result, disclosed by that third party to other third parties, or (iii) information that the Receiving Party can demonstrate convincingly was lesser restriction shall be enforced in its possession prior to its disclosure to place and the Receiving Party by remaining restrictions contained herein shall be enforced independently of each other. The parties acknowledge and agree that this Article 9 shall survive the Disclosing Party or any of its Agents, provided that the Receiving Party had not obtained possession of such Confidential Information from any one that the Receiving Party knew or should have known was subject to restrictions on its right to disclose such information to the Receiving Party, either pursuant to an agreement or by reason of his position or relationship with the Disclosing PartyClosing indefinitely.

Confidentiality Covenants. Parent, Merger Sub and the Company acknowledge Each party acknowledges that each it may have received access to various items of Confidential Information (as hereinafter defined) of the other other, or in the case of Buyer, Confidential Information of the Company, in the course of investigations and negotiations prior to Closing. Each party who receives any Confidential Information (a “"Receiving Party”") from any other party hereto hereto, (or in the case of Buyer from the Company) (the “"Disclosing Party”"), may disclose any such Confidential Information to such party’s 's employees, attorneys, accountants, financial advisors or agents or representatives that have a need to know such Information to facilitate or assist with the consummation of the transactions contemplated hereby (collectively, “Agents”"Representatives"). Subject to the foregoing exception, and the exception hereinafter set forth in Section 9.2 Subsection 15.2 below (i) a Receiving Party will shall keep, and will shall cause its Agents Representatives to keep, all Confidential Information received from a Disclosing Party hereunder strictly confidential and will shall not disclose, and will shall cause its Agents Representatives not to disclose, any such Confidential Information to any third party; and (ii) any Receiving Party and its Agents will Representatives shall not make any uses of Confidential Information received from a Disclosing Party except to facilitate or assist with the consummation of the transactions contemplated hereby. Confidential Information will information shall include any business, financial, technical or other information, including, but not limited to, business plans, forecasts, marketing plans or initiatives, customer, client and vendor lists, training materials developed by the Disclosing Party, information regarding the identities, qualifications and compensation being paid to key employees, information received from customers, vendors or clients with the expectation, whether explicit or implicit, that such information would be protected from disclosure or dissemination to third parties, and other information the value of which to the Disclosing Party is dependent on the non-disclosure of such information. Confidential Information will shall not include information that, although disclosed or made available by a Disclosing Party or any of its Representatives to a Receiving Party or any of its AgentsRepresentatives, (i) can be obtained by persons not subject to confidentiality or use restrictions from public sources, including periodicals, government and industry publications and other media that is readily accessible to the public or competitors of the Disclosing Party, (ii) has been disclosed by the Disclosing Party or any of its Agents Representatives to any unaffiliated third parties without the imposition of any restrictions or prohibitions on disclosure or use thereof and has been, as a result, disclosed by that third party to other third parties, or (iii) information that the Receiving Party can demonstrate convincingly was in its possession prior to its disclosure to the Receiving Party by the Disclosing Party or any of its AgentsRepresentatives, provided PROVIDED that the Receiving Party had not obtained possession of such Confidential Information information from any one that the Receiving Party knew or should have known was subject to restrictions on its right to disclose such information to the Receiving Party, either pursuant to an agreement or by reason of his position or relationship with the Disclosing Party.

Confidentiality Covenants. Parent, Merger Sub and the Company acknowledge Each party acknowledges that each it may have received access to various items of Confidential Information (as hereinafter defined) of the other in the course of investigations and negotiations prior to Closing. Each party who receives any Confidential Information (a “"Receiving Party”") from any other party hereto hereto, (the “"Disclosing Party”"), may disclose any such Confidential Information to such party’s 's employees, attorneys, accountants, financial advisors or agents or representatives that have a need to know such Confidential Information to facilitate or assist with the consummation of the transactions contemplated hereby (collectively, “Agents”"Representatives"). Subject to the foregoing exception, and the exception hereinafter set forth in Section 9.2 below SubSection 14.2 below, (i) a Receiving Party will shall keep, and will shall cause its Agents Representatives to keep, all Confidential Information received from a Disclosing Party hereunder strictly confidential and will shall not disclose, and will shall cause its Agents Representatives not to disclose, any such Confidential Information to any third party; and (ii) any Receiving Party and its Agents will Representatives shall not make any uses of Confidential Information received from a Disclosing Party except to facilitate or assist with the consummation of the transactions contemplated hereby. Confidential Information will shall include any business, financial, technical or other information, including, but not limited to, designs, drawings, know-how, trade secrets, business plans, forecasts, marketing plans or initiatives, customer, client and vendor lists, training materials developed by the Disclosing Party, information regarding the identities, qualifications and compensation being paid to key employees, information received from customers, vendors or clients with the expectation, whether explicit or implicit, that such information would be protected from disclosure or dissemination to third parties, and other information the value of which to the Disclosing Party is dependent on the non-disclosure of such information. Confidential Information will not include information that, although disclosed or made available by a Disclosing Party or any of its Representatives to a Receiving Party or any of its Agents, (i) can be obtained by persons not subject to confidentiality or use restrictions from public sources, including periodicals, government and industry publications and other media that is readily accessible to the public or competitors of the Disclosing Party, (ii) has been disclosed by the Disclosing Party or any of its Agents to any unaffiliated third parties without the imposition of any restrictions or prohibitions on disclosure or use thereof and has been, as a result, disclosed by that third party to other third parties, or (iii) information that the Receiving Party can demonstrate convincingly was in its possession prior to its disclosure to the Receiving Party by the Disclosing Party or any of its Agents, provided that the Receiving Party had not obtained possession of such Confidential Information from any one that the Receiving Party knew or should have known was subject to restrictions on its right to disclose such information to the Receiving Party, either pursuant to an agreement or by reason of his position or relationship with the Disclosing Party.,

Confidentiality Covenants. Parent, Merger Sub Buyer and the Company Seller each acknowledge that ------------------------- they have previously each entered into confidentiality agreements which remain valid and enforceable documents, and that they may have received access to Confidential Information (as hereinafter defined) of the other in the course of investigations and negotiations prior to Closing, and Members acknowledge that they may have Confidential Information of Seller. Each party who receives any Confidential Information (a “"Receiving Party”") from any other party hereto (the “"Disclosing Party”"), may disclose any such Confidential Information to such party’s 's employees, attorneys, accountants, financial advisors or agents or representatives that have a need to know such Information to facilitate or assist with the consummation of the transactions contemplated hereby (collectively, “Agents”"Representatives"). Subject to the foregoing exception, and the exception hereinafter set forth in Section 9.2 Subsection 12.2 below (i) a Receiving Party will shall keep, and will shall cause its Agents Representatives to keep, all Confidential Information received from a Disclosing Party hereunder strictly confidential and will shall not disclose, and will shall cause its Agents Representatives not to disclose, any such Confidential Information to any third party; , and (ii) any Receiving Party and its Agents will Representatives shall not make any uses of Confidential Information received from a Disclosing Party except to facilitate or assist with the consummation of the transactions contemplated hereby. Confidential Information will information shall include any business, financial, technical or other information, including, but not limited to, business plans, forecasts, marketing plans or initiatives, customer, client and vendor lists, training materials developed by the Disclosing Party, information regarding the identities, qualifications and compensation being paid to key employees, information received from customers, vendors or clients with the expectation, whether explicit or implicit, that such information would be protected from disclosure or dissemination to third parties, and other information the value of which to the Disclosing Party is dependent on the non-disclosure of such information. Confidential Information will shall not include information that, although disclosed or made available by a Disclosing Party or any of its Representatives to a Receiving Party or any of its AgentsRepresentatives, (i) can be obtained by persons not subject to confidentiality or use restrictions from public sources, including periodicals, government and industry publications and other media that is readily accessible to the public or competitors of the Disclosing Party, (ii) has been disclosed by the Disclosing Party or any of its Agents Representatives to any unaffiliated third parties without the imposition of any restrictions or prohibitions on disclosure or use thereof and has been, as a result, disclosed by that third party to other third parties, or (iii) information that the Receiving Party can demonstrate convincingly was in its possession prior to its disclosure to the Receiving Party by the Disclosing Party or any of its AgentsRepresentatives, provided that the -------- Receiving Party had not obtained possession of such Confidential Information information from any one that the Receiving Party knew or should have known was subject to restrictions on its right to disclose such information to the Receiving Party, either pursuant to an agreement or by reason of his position or relationship with the Disclosing Party.

Confidentiality Covenants. Parent, Merger Sub and the Company acknowledge Each party acknowledges that each it may have received access to various items of Confidential Information (as hereinafter defined) of the other other, or in the case of Buyer, Confidential Information of the Seller, in the course of investigations and negotiations prior to Closing. Each party who receives any Confidential Information (a “"Receiving Party”") from any other party hereto hereto, (or in the case of Buyer from the Seller) (the “"Disclosing Party”"), may disclose any such Confidential Information to such party’s 's employees, attorneys, accountants, financial advisors or agents or representatives that have a need to know such Information to facilitate or assist with the consummation of the transactions contemplated hereby (collectively, “Agents”"Representatives"). Subject to the foregoing exception, and the exception hereinafter set forth in Section 9.2 below Subsection 15.2 below, (i) a Receiving Party will shall keep, and will shall cause its Agents Representatives to keep, all Confidential Information received from a Disclosing Party hereunder strictly confidential and will shall not disclose, and will shall cause its Agents Representatives not to disclose, any such Confidential Information to any third party; and (ii) any Receiving Party and its Agents will Representatives shall not make any uses of Confidential Information received from a Disclosing Party except to facilitate or assist with the consummation of the transactions contemplated hereby. Confidential Information will shall include any business, financial, technical or other information, including, but not limited to, business plans, forecasts, marketing plans or initiatives, customer, client and vendor lists, training materials developed by the Disclosing Party, information regarding the identities, qualifications and compensation being paid to key employees, information received from customers, vendors or clients with the expectation, whether explicit or implicit, that such information would be protected from disclosure or dissemination to third parties, and other information the value of which to the Disclosing Party is dependent on the non-disclosure of such information. Confidential Information will shall not include information that, although disclosed or made available by a Disclosing Party or any of its Representatives to a Receiving Party or any of its AgentsRepresentatives, (i) can be obtained by persons not subject to confidentiality or use restrictions from public sources, including periodicals, government and industry publications and other media that is readily accessible to the public or competitors of the Disclosing Party, (ii) has been disclosed by the Disclosing Party or any of its Agents Representatives to any unaffiliated third parties without the imposition of any restrictions or prohibitions on disclosure or use thereof and has been, as a result, disclosed by that third party to other third parties, or (iii) information that the Receiving Party can demonstrate convincingly was in its possession prior to its disclosure to the Receiving Party by the Disclosing Party or any of its AgentsRepresentatives, provided PROVIDED that the Receiving Party had not obtained possession of such Confidential Information information from any one that the Receiving Party knew or should have known was subject to restrictions on its right to disclose such information to the Receiving Party, either pursuant to an agreement or by reason of his position or relationship with the Disclosing Party.