Seller’s Confidential Information. Financial information pertaining to the Seller’s real property located at 4316 and 0000 Xxxxxxxxxx Xxxxx, Xxxxxxxx, XX 00000 (the "Site").
Seller’s Confidential Information. (a) Except as provided in Section 5.2(b), after the Closing and for a period of three (3) years following the Closing Date, Buyer agrees that it will not, directly or indirectly, use or disclose, disseminate or otherwise publish, any of Seller’s or its Affiliates’ Confidential Information other than to Buyer’s Representatives who need to know such Confidential Information for purposes of this Agreement and the Transactions (provided that any of Seller’s or its Affiliate’s Trade Secrets, including technical designs, customer data, source code and protocols (including documents and other embodiments of such information) shall be deemed and treated as Confidential Information under this Agreement for as long as such information continues to be protectable as trade secret information under applicable Law), except for such Confidential Information that is assigned to Buyer as part of the Purchased Assets (such Confidential Information, “Purchased Confidential Information”).
Seller’s Confidential Information. 6.2.1. Except as provided in Section 6.2.2, after the Closing, Leadtek agrees that it shall treat as the property of Netergy and shall not disclose to any Third Parties (other than Leadtek's advisors and agents who receive the information in confidence) all Confidential Information with respect to Netergy's and its Affiliates' respective businesses (other than the Business) that is received from, or made available by, Netergy or an Affiliate or employee or representative of Netergy in the course of the negotiation or consummation of the transactions contemplated hereby except for such Confidential Information as is assigned or transferred to Leadtek as part of the Purchased Assets, or otherwise in accordance with this Agreement or the IP Agreements. Leadtek shall not use the foregoing Confidential Information of Netergy for any purposes other than those expressly authorized under this Agreement nor disclose such information to any other Persons except where reasonably required for the uses for which rights are granted hereunder or as expressly permitted by this Agreement.
Seller’s Confidential Information. All copies of financial information, marketing and sales information, pricing, marketing plans, business plans, financial and business projections, customer lists, methodologies, inventions, software, know-how, product designs, product specifications and drawings, and other confidential and/or proprietary information of the Seller related to the Division Business or any of the Acquired Assets (collectively, "Seller's Confidential Information") will, be held by Seller in strict confidence and, at all times following the Closing, will not be used or disclosed by Seller to any third party and, upon Buyer's request, will be promptly destroyed by the Seller or delivered to Buyer; except that the Seller may use internally copies of business records solely to prepare and file tax returns and prepare Seller's financial statements. It is agreed that Sellers' Confidential Information will not include information that is now, or later becomes, part of the general public knowledge or literature in the art, other than as a result of a breach of this Agreement by Seller
Seller’s Confidential Information. All copies of financial information, marketing and sales information, pricing, marketing plans, business plans, financial and business projections, customer lists, methodologies, inventions, software, know-how, product designs, product specifications and drawings, and other confidential and/or proprietary information of the Seller related to the Business or any of the Purchased Assets, including but not limited to the Documentation and the Intellectual Property Rights (collectively, “Seller’s Confidential Information”) will, be held by Seller in strict confidence and, at all times following the Closing, will not be used or disclosed by Seller to any third party except as required by applicable law and, upon Purchaser’s request, will be promptly destroyed by the Seller or delivered to Purchaser after the one (1) year anniversary of the Closing Date; except that the Seller may use internal copies of Business Records that it is entitled to retain under Section 2.02 hereof solely to prepare and file tax returns and prepare Seller’s financial statements or defend against any indemnification claims relating to Taxes under ARTICLE IX. It is agreed that Sellers’ Confidential Information will not include information that is now, or later becomes, part of the general public knowledge or literature in the art, other than as a result of a breach of this Agreement by Seller.
Seller’s Confidential Information. Except for marketing and sales information which has been publicly disseminated to Sellers' end-user customers prior to the Effective Date in the ordinary course of business, all copies of financial information, marketing and sales information, pricing, marketing plans, business plans, financial and business projections, customer lists, methodologies, inventions, software, know-how, product designs, product specifications and drawings, and other confidential and/or proprietary information of Sellers, including but not limited to the Software, the Documentation, the Seller Intellectual Property Rights, the Seller Technology Deliverables and any information disclosed to either Seller pursuant to Section 5.13 (collectively, "SELLERS' CONFIDENTIAL INFORMATION") will be held by Sellers in strict confidence at all times after the Effective Date unless and until this Agreement is terminated in accordance with the provisions of Article X hereof. Sellers' Confidential Information will not include information which (i) is now or hereafter becomes, through no act or failure on the part of either Seller, generally known to the public, (ii) is hereafter rightfully furnished to Sellers by a third party without restriction as to use or disclosure, or (iii) is disclosed with the prior written consent of Purchaser. At all times following the Closing, Sellers will: (i) continue to hold all Sellers' Confidential Information in strict confidence, (ii) will not use or disclose any of Sellers' Confidential Information to any third party, and (iii) upon Purchaser's request, promptly destroy or deliver to Purchaser any Sellers' Confidential Information in Sellers' possession or control; except that Sellers may internally use the original copies of all Business Records solely to prepare and file tax returns, and Sellers may disclose any Sellers' Confidential Information (except source code or other trade secrets) as may be required to comply with requests from all governmental agencies; provided that Sellers must provide Purchaser with prior written notice of any proposed disclosure to government agencies.
Seller’s Confidential Information. (a) Except as provided in Section 5.2(b), after the Closing and for a period of five years following the Closing Date, each of Buyer and the Buyer Subsidiary agrees that it will keep (and cause its Subsidiaries to keep) confidential all of Seller’s and its Affiliates’ Confidential Information that is received from, or made available by, Seller or is otherwise exposed to Buyer in the course of the transactions contemplated hereby, except for such Confidential Information as is assigned to Buyer or the Buyer Subsidiary as part of the Purchased Assets.
Seller’s Confidential Information. In connection with this transaction, Buyer has requested and may request from Xxxxx Oil and Seller certain documents and other pertinent material including, without limitation, certain customer lists, market information, financial data, computer software and hardware information and other trade secrets, and other information relating to Xxxxx Oil and/or Seller, which Xxxxx Oil and Seller consider to be confidential (collectively, "Seller's Confidential Information"). All of Seller's Confidential Information shall at all times prior to the First Closing be the property of Xxxxx Oil and/or Seller, as the case may be. Buyer shall obtain no rights in any of Seller's Confidential Information, unless and until the transactions contemplated by this Agreement are consummated; provided, however, that all such Seller's Confidential Information that is personal as to Seller and should not be considered information of Xxxxx Oil shall at all times be and remain the property of Seller, even after First Closing. Buyer and Xxxxx Oil agree as follows:
Seller’s Confidential Information. All copies of financial information, marketing and sales information, pricing, marketing plans, business plans, financial and business projections, customer lists, methodologies, inventions, software, know-how, product designs, product specifications and drawings, and other confidential and/or proprietary information of the Seller related to the Division or any of the Acquired Assets, including but not limited to the Division Software, the Division Documentation and the Division Technology Deliverables (collectively, "Seller's Confidential Information") will, be held by Seller in strict confidence and, at all times following the Agreement Date and following the Closing, will not be used or disclosed by Seller to any third party and, upon Buyer's request, will be promptly destroyed by the Seller or delivered to Buyer; except that the Seller may use one internal copy of Business Records that it is entitled to retain for purposes of its internal record-keeping, financial statements and any Tax related matters. Buyer must (i) at all times keep secret and confidential all of Seller's Confidential Information, (ii) not use, divulge or disclose any of Seller's Confidential Information other than in connection with the transactions contemplated by this Agreement, and (iii) if for any reason the Closing does not occur, immediately return to Seller all originals and copies, in any form whatsoever, of all of Seller's Confidential Information.
Seller’s Confidential Information. (a) Except as provided in Section 6.2(b), 6.2(c) or 6.2(d), after the Closing, Buyer agrees that it shall treat as the property of Seller and shall not disclose to any Third Parties (other than Buyer's advisors and agents who receive the information in confidence) all Confidential Information with respect to Seller's and its Affiliates' respective businesses (other than the Business) that is received from, or made available by, Seller or an Affiliate or employee or representative of Seller or an Affiliate of Seller in the course of the negotiation or consummation of the transactions contemplated hereby, including, for purposes of this Section 6.2, Confidential Information about Seller's and its Affiliates' business plans and strategies, marketing ideas and concepts (other than as Related to the Business), especially with respect to unannounced products and services, present and future product plans, pricing, volume estimates, financial data, product enhancement information, business plans, marketing plans, sales strategies, customer information (including customers' applications and environments), market testing information, development plans, specifications, customer requirements, configurations, designs, plans, drawings, apparatus, sketches, software, hardware, data, prototypes, connecting requirements or other technical and business information, except for such Confidential Information as is assigned or transferred to Buyer as part of the Purchased Assets, or otherwise in accordance with this Agreement or the IP Agreements. Buyer shall not use the foregoing Confidential Information of Seller for any purposes other than those expressly authorized under this Agreement nor disclose such information to any other Persons except where reasonably required for the uses for which rights are granted hereunder or as expressly permitted by this Agreement.
