Seller Confidential Information. For purposes of this Agreement, "Confidential Information" means all copies of financial information, marketing and sales information, pricing, marketing plans, business plans, financial and business projections, manufacturing processes and procedures, formulae, methodologies, inventions, product designs, product specifications, customer lists, customer data, drawings, and other confidential and/or proprietary information. All Confidential Information of Seller disclosed to Buyer in the course of negotiating or performing the transactions contemplated by this Agreement ("Seller Confidential Information") will be held in confidence and not used or disclosed by Buyer until the expiration of five (5) years after the Closing Date, except for Confidential Information that constitutes source code, customer lists or trade secrets which will be held in confidence and not used or disclosed by Buyer in perpetuity. All Seller Confidential Information not included in the Business Assets will be promptly destroyed by Buyer or returned to Seller upon Seller's written request to Buyer; provided, however, that from and after the Closing, Seller Confidential Information shall not include any information or assets included in the Purchased Assets. Buyer's employees, affiliates and stockholders will not be given access to Seller's Confidential Information except on a "need to know" basis. Buyer shall take reasonable precautions to protect the Seller Confidential Information from disclosure, including such measures as Buyer takes with respect to its own confidential information. It is agreed that Seller Confidential Information will not include any information that: (a) Buyer can demonstrate was known to Buyer prior to receipt of such information from Seller; (b) is disclosed to Buyer by a third party having the legal right to disclose such information and who owes no obligation of confidence to Seller; (c) is now, or later becomes part of the general public or industry knowledge, other than as a result of a breach of this Agreement by Buyer; or (d) Buyer can demonstrate was independently developed by Buyer without the use of any Seller Confidential Information. The standard of proof for the determination of the existence of the breach of any obligations contained in this Section 8.1 shall be "clear and convincing evidence," and not "preponderance of the evidence."
Seller Confidential Information. Except as otherwise agreed to by Seller in writing, Buyer shall, and shall cause its directors, officers, consultants, advisors, agents, employees and representatives to, treat the existence of and the terms of this Agreement as strictly confidential except (i) Buyer may disclose this Agreement and its terms to Buyer’s tax, legal or financial advisors, (ii) as necessary to enforce Buyer’s rights hereunder or (iii) if Buyer is compelled to disclose such information by judicial or administrative process or, based upon the advice of legal counsel, by other requirements of applicable Law. Buyer agrees that at all times from and after the date hereof until the Closing Date, it will, and will cause its representatives to, keep secret and retain in the strictest confidence, and will not use for the benefit of itself or others, any Seller Confidential Information. For purposes of this Agreement, “Seller Confidential Information” means, any and all proprietary or confidential information regarding Seller or the Assets or the Business, including, without limitation, know-how, trade secrets, vendor identities or lists, terms of vendor contracts, customer lists, terms of customer contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques, plans or processes, other than any of the foregoing which (1) are in or become part of the public domain (except through the conduct of Buyer, its Affiliates or any of their representatives which violates this Section 6.1), or (2) is required in connection with the preparation of a Tax Return or similar Tax-related filing.
Seller Confidential Information. 8.5.1 Buyer acknowledges that Seller Confidential Information (as defined below) is valuable and proprietary to Seller and Buyer agrees not to, directly or indirectly, use, publish, disseminate, describe or otherwise disclose any Seller Confidential Information without the prior written consent of Seller. For purposes of this Agreement, “
Seller Confidential Information. After the Closing Date, neither Seller, nor any Shareholder will for any reason, directly or indirectly, for itself or any other entity or person, use or disclose any trade secrets, confidential information, know-how, proprietary information or other Seller Intellectual Property transferred pursuant to this Agreement; provided, however, that this Section 3.2 shall not apply to information (i) which is, or at any time becomes, available in the public domain (other than as a result of disclosure by Seller or any Shareholder, (ii) which is required to be disclosed by law or court or administrative order (provided that Buyer is given written notice of such required disclosure and a reasonable opportunity to take steps to maintain the confidentiality thereof), or (iii) which Buyer authorizes in writing may be disclosed. Notwithstanding anything herein to the contrary, the obligations of Seller and each Shareholder under this Section 3.2 shall be binding upon their respective successors and assigns.
Seller Confidential Information. The term shall have the meaning set forth in Section 8.5.1.
Seller Confidential Information. (a) Buyers hereby acknowledge that Seller and its Affiliates may be irreparably damaged if any Seller Confidential Information possessed by Buyers, was disclosed to or used in a manner that constitutes a breach of this Section 9.6. From and after the Closing, each Buyer covenants and agrees that it will not, and will not permit its Affiliates to, and that it will use reasonable efforts to cause its representatives and agents not to, use or disclose any Seller Confidential Information.
Seller Confidential Information. The Sellers may from time to time communicate to the Purchaser, or the Purchaser may otherwise gain access to, certain confidential business or technical information with respect to the Seller’s operations, business plans or intellectual property (excluding , for the purposes of this Agreement, any information relating to the EL Business) after the date of this Agreement (the “Seller Confidential Information”). The Purchaser shall not disclose, or permit the disclosure of, any Seller Confidential Information to any third party without the express prior written consent of the Seller. The Purchaser shall use the Seller Confidential Information only for purposes of this Agreement and shall not make any other use thereof without the express prior written consent of the Seller. Without limiting the generality of the foregoing, the Purchaser shall limit the use and disclosure of the Seller Confidential Information to those of its employees who need such information for the purposes of this Agreement, and the Purchaser shall ensure that each employee who has access to the Seller Confidential Information complies with the obligations set forth above.
Seller Confidential Information. Seller shall, and shall cause its Affiliates and Representatives to, hold in confidence (unless and to the extent compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law) all Seller Confidential Information (as defined below) and shall not disclose the same to any third party except as may reasonably be necessary to carry out this Agreement and the transactions contemplated hereby. As used in this Section, "Seller Confidential Information" shall mean all information concerning the Business or Buyer, except information (i) ascertainable or obtained from public information, (ii) received from a third party not employed by or otherwise affiliated with Seller (iii) which is or becomes known to the public, other than through a breach of this Agreement, or (iv) furnished to Seller for use in any governmental or regulatory filing.
Seller Confidential Information. 7.2.1 PGE acknowledges that Seller Confidential Information (as defined below) is valuable and proprietary to Seller and PGE agrees not to, directly or indirectly, use, publish, disseminate, describe or otherwise disclose any Seller Confidential Information in respect of the Project without the prior written consent of either Seller. For purposes of this Agreement, “
Seller Confidential Information. 27 7. COVENANTS.............................................................. 27 7.1 Access........................................................ 27 7.2 Public Announcements.......................................... 28 7.3 Conduct of Business of Seller Prior to the Closing............ 28 7.4 Consents...................................................... 28 7.5 Security Interests and Real Property Matters.................. 29 7.6
