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The obligations imposed by Section 2 hereof shall not apply, or shall cease to apply, to any Confidential Information if or when, but only to the extent that, such Confidential Information: a. was known to the Receiving Party prior to the receipt of the Confidential Information; or b. was, or becomes through no breach of the Receiving Party's obligations hereunder, known to the public; or c. becomes known to the Receiving Party from sources other than the Disclosing Party under circumstances not involving any breach of any confidentiality obligation; or d. is independently developed by the Receiving Party, as evidenced by the written records thereof. | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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Notwithstanding the return or destruction of Proprietary Information required by this Paragraph 2, for the duration of the term of this Agreement, the Receiving Party and its Representatives shall continue to be bound by all duties and obligations hereunder in accordance with the terms hereof. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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a. "Confidential Information" shall mean all confidential or proprietary written, recorded, electronic or oral information or data (including without limitation research, developmental, engineering, manufacturing, technical, marketing, sales, financial, operating, performance, cost, business and process information or data, trade secrets, discoveries, ideas, designs, data, source code, object code, processes, computer programs, developments, flow diagrams, know-how, and computer programming and other software and software techniques) provided (whether such confidentiality or proprietary status is indicated orally or in writing, whether or not the specific words "confidential" or "proprietary" are used) to a Party (the “Receiving Party”) by the other Party (the “Disclosing Party”) in the course of the exchange of such information or data between the Parties. | Confidential Information may include verbally conveyed information. | 1entailment
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Proprietary Information does not include, however, information that (i) was or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Representatives, which source the Receiving Party does not know, after reasonable inquiry, to be in violation of any legal duty or obligation owed to the Disclosing Party or any of its Representatives with respect to such information, (ii) was or becomes generally available to the public (other than as a result of a breach by the Receiving Party or its Representatives of this Agreement or a violation by the Receiving Party or its Representatives of any other non-use or confidentiality obligation), (iii) was previously in the possession of the Receiving Party, or (iv) was independently developed by the Receiving Party or any of its Representatives without reference to the | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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c. “Representatives” shall mean as to any Person, its directors, officers, employees, agents and advisors (including, without limitation, financial advisors, attorneys and accountants). 2. Confidentiality and Non-Use. In consideration of each Party's providing Confidential Information, the Parties agree as follows: a. The Receiving Party shall hold confidential and not disclose to any Person, without the prior written consent of the Disclosing Party, all Confidential Information and any information about the Proposed Transaction, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the Receiving Party or its Representatives; provided, however, that the Receiving Party may disclose such Confidential Information to its Representatives who are actively and directly participating in its evaluation of the Proposed Transaction or who otherwise need to know the Confidential Information for the purpose of evaluating the Proposed Transaction; | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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In the event the Receiving Party (or any of its Representatives) shall be Legally Required to disclose any Proprietary Information or Transaction Information, the Receiving Party shall, in advance of such disclosure, to the extent legally permissible, provide the Disclosing Party with notice of such requirement and a description of the Proprietary Information and Transaction Information that the Receiving Party or its Representative intends to disclose and to reasonably cooperate with the Disclosing Party to the extent it may seek to limit such disclosure, including, if requested, taking all reasonable steps, at the Disclosing Party’s expense, to resist or avoid any such legal, judicial, regulatory or administrative process or to obtain a protective order in respect thereof. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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It shall not be a breach of the confidentiality obligations hereof for a Receiving Party to disclose Confidential Information where, but only to the extent that, such disclosure is required by law or applicable legal process, provided in such case the Receiving Party shall (i) give the earliest notice possible to the Disclosing Party that such disclosure is or may be required and | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | 1entailment
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The obligations imposed by Section 2 hereof shall not apply, or shall cease to apply, to any Confidential Information if or when, but only to the extent that, such Confidential Information: a. was known to the Receiving Party prior to the receipt of the Confidential Information; or b. was, or becomes through no breach of the Receiving Party's obligations hereunder, known to the public; or c. becomes known to the Receiving Party from sources other than the Disclosing Party under circumstances not involving any breach of any confidentiality obligation; or | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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c. “Representatives” shall mean as to any Person, its directors, officers, employees, agents and advisors (including, without limitation, financial advisors, attorneys and accountants). 2. Confidentiality and Non-Use. In consideration of each Party's providing Confidential Information, the Parties agree as follows: a. The Receiving Party shall hold confidential and not disclose to any Person, without the prior written consent of the Disclosing Party, all Confidential Information and any information about the Proposed Transaction, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the Receiving Party or its Representatives; provided, however, that the Receiving Party may disclose such Confidential Information to its Representatives who are actively and directly participating in its evaluation of the Proposed Transaction or who otherwise need to know the Confidential Information for the purpose of evaluating the Proposed Transaction; | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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a. The Receiving Party shall hold confidential and not disclose to any Person, without the prior written consent of the Disclosing Party, all Confidential Information and any information about the Proposed Transaction, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the Receiving Party or its Representatives; provided, however, that the Receiving Party may disclose such Confidential Information to its Representatives who are actively and directly participating in its evaluation of the Proposed Transaction or who otherwise need to know the Confidential Information for the purpose of evaluating the Proposed Transaction; b. The Receiving Party shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it or its Representatives; and c. The Receiving Party shall return or destroy all Confidential Information (including all copies thereof) within thirty (30) days of receipt of a written request. In addition to the foregoing, the Receiving Party will not use the Confidential Information (a) in any way detrimental to the Disclosing Party’s shareholders or (b) for any purpose other than in connection with the Proposed Transaction between the Parties. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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The obligations imposed by Section 2 hereof shall not apply, or shall cease to apply, to any Confidential Information if or when, but only to the extent that, such Confidential Information: a. was known to the Receiving Party prior to the receipt of the Confidential Information; or b. was, or becomes through no breach of the Receiving Party's obligations hereunder, known to the public; or c. becomes known to the Receiving Party from sources other than the Disclosing Party under circumstances not involving any breach of any confidentiality obligation; or | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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The obligations imposed by Section 2 hereof shall not apply, or shall cease to apply, to any Confidential Information if or when, but only to the extent that, such Confidential Information: a. was known to the Receiving Party prior to the receipt of the Confidential Information; or b. was, or becomes through no breach of the Receiving Party's obligations hereunder, known to the public; or c. becomes known to the Receiving Party from sources other than the Disclosing Party under circumstances not involving any breach of any confidentiality obligation; or d. is independently developed by the Receiving Party, as evidenced by the written records thereof. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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This Agreement does not grant Recipient or any of its Representatives any license to use Provider’s Evaluation Material except as provided herein. In addition, all proprietary and intellectual property rights in and to the Evaluation Material shall remain the sole property of Provider, and nothing in this Agreement shall be construed in any way to grant to Recipient or its Representatives or any other Person any express or implied option, license or other right, title or interest in or to any Evaluation Material, or to any intellectual property rights embodied in such Evaluation Material. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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Subject to Section 5, each Party agrees that, without the prior written consent of the other Party, such Party will not, and will cause its Representative not to, disclose to any other Person (i) that Evaluation Material has been exchanged between the Parties, (ii) that discussions or negotiations are taking place between the Parties concerning a Possible Transaction or any other transaction between the Parties or (iii) any of the terms, conditions or other facts with respect thereto (including the status thereof) ; provided, however, that nothing contained herein shall be deemed to inhibit, impair or restrict the ability of Recipient or its Representatives from having discussions or negotiations with other persons relating to potential financing in connection with the Possible Transaction so long as each of such Persons agrees in writing to be bound by the terms of this Agreement applicable to Representatives. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 1entailment
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(c) The term “Evaluation Material” means information (whether oral, written, electronic or otherwise) concerning Provider which has been or is furnished to Recipient or its Representatives (as defined below) by or on behalf of Provider in connection with Recipient’s evaluation of a Possible Transaction, including Provider’s business, financial condition, operations, assets, liabilities, personnel and contracts, and includes all notes, analyses, compilations, studies, interpretations or other documents prepared by Recipient or its Representatives which contain or are based upon, in whole or in part, the information furnished by the Provider hereunder. | Confidential Information shall only include technical information. | 0contradiction
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It shall not be a breach of the confidentiality obligations hereof for a Receiving Party to disclose Confidential Information where, but only to the extent that, such disclosure is required by law or applicable legal process, provided in such case the Receiving Party shall (i) give the earliest notice possible to the Disclosing Party that such disclosure is or may be required and | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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Notwithstanding the return or destruction of the Evaluation Material, Recipient and its Representatives will continue to be bound by such Recipient’s obligations hereunder with respect to such Evaluation Material. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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The term Evaluation Material does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by Recipient or any of its Representatives in breach of this Agreement, (ii) was within a Recipient’s or its Representatives’ (on behalf of Recipient) possession, prior to its being furnished to Recipient or its Representatives by or on behalf of Provider or (iii) is or becomes available to Recipient or its Representatives (on behalf of Recipient) from a source other than the Provider or its Representatives, provided that the source of such information was not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Provider with respect to such information or (iv) Recipient can reasonably show was independently developed by Recipient or Recipient’s Representatives without the use of or reference to any Evaluation Material provided by or on behalf of Provider or its Representatives. | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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At any time upon the request of a Provider for any reason, a Recipient will, and will direct its Representatives to, promptly, but not later than 10 business days, after receipt of such notice or request, destroy or return (at Recipient’s option) all Evaluation Material and all documents that incorporate Evaluation Material, and no copy or extract thereof (including electronic copies) shall be retained, except that Recipient and its Representatives may retain one copy to be kept confidential and used solely for archival, legal, and compliance purposes. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 1entailment
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(c) The term “Evaluation Material” means information (whether oral, written, electronic or otherwise) concerning Provider which has been or is furnished to Recipient or its Representatives (as defined below) by or on behalf of Provider in connection with Recipient’s evaluation of a Possible Transaction, including Provider’s business, financial condition, operations, assets, liabilities, personnel and contracts, and includes all notes, analyses, compilations, studies, interpretations or other documents prepared by Recipient or its Representatives which contain or are based upon, in whole or in part, the information furnished by the Provider hereunder. | Confidential Information may include verbally conveyed information. | 1entailment
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Recipient will not, within eighteen months from the date of this Agreement, directly or indirectly solicit the employment or consulting services of or employ or engage as a consultant any of the senior or key employees of the Provider or any of its subsidiaries nor any other employee of the Provider or any if its subsidiaries with whom Recipient has had direct contact in connection with its evaluation of a Possible Transaction or of whom it has become aware as a result of its receipt of any Evaluation Material, so long as they are employed by the Provider or any of its subsidiaries and for two months thereafter. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 1entailment
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(d) The term “Representatives” shall include the directors, officers, employees, potential financing sources, partners, agents and advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) of a Party who have a need to know the Evaluation Material for purposes of evaluating a Possible Transaction, but only those of the foregoing who actually receive Evaluation Material directly from or at the direction of such Party. For the avoidance of doubt, Roark Capital Acquisition LLC shall be a Representative of FOCUS Brands Inc. under this Agreement. (e) The term “Person” includes the media and any corporation, partnership, group, individual or other entity. 3. Use of Evaluation Material. Each Recipient shall, and shall cause its Representatives to, (i) use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and (ii) keep the Evaluation Material confidential, and, subject to Section 5, will not, and will cause its Representatives not to, disclose any of the Evaluation Material in any manner whatsoever; provided, however, that any of such information may be disclosed to Recipient’s Representatives who need to know such information for the sole purpose of helping Recipient evaluate a Possible Transaction. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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Subject to Section 5, each Party agrees that, without the prior written consent of the other Party, such Party will not, and will cause its Representative not to, disclose to any other Person (i) that Evaluation Material has been exchanged between the Parties, (ii) that discussions or negotiations are taking place between the Parties concerning a Possible Transaction or any other transaction between the Parties or (iii) any of the terms, conditions or other facts with respect thereto (including the status thereof) ; provided, however, that nothing contained herein shall be deemed to inhibit, impair or restrict the ability of Recipient or its Representatives from having discussions or negotiations with other persons relating to potential financing in connection with the Possible Transaction so long as each of such Persons agrees in writing to be bound by the terms of this Agreement applicable to Representatives. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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If a Recipient or its Representatives are requested or required (by oral questions, interrogatories, other requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or any of the facts disclosure of which is prohibited under Section 4 above, such Recipient shall provide Provider with prompt written notice of any such request or requirement together with copies of the material proposed to be disclosed so that Provider may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | 1entailment
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The term Evaluation Material does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by Recipient or any of its Representatives in breach of this Agreement, (ii) was within a Recipient’s or its Representatives’ (on behalf of Recipient) possession, prior to its being furnished to Recipient or its Representatives by or on behalf of Provider or (iii) is or becomes available to Recipient or its Representatives (on behalf of Recipient) from a source other than the Provider or its Representatives, provided that the source of such information was not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Provider with respect to such information or | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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(d) The term “Representatives” shall include the directors, officers, employees, potential financing sources, partners, agents and advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) of a Party who have a need to know the Evaluation Material for purposes of evaluating a Possible Transaction, but only those of the foregoing who actually receive Evaluation Material directly from or at the direction of such Party. For the avoidance of doubt, Roark Capital Acquisition LLC shall be a Representative of FOCUS Brands Inc. under this Agreement. (e) The term “Person” includes the media and any corporation, partnership, group, individual or other entity. 3. Use of Evaluation Material. Each Recipient shall, and shall cause its Representatives to, (i) use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and (ii) keep the Evaluation Material confidential, and, subject to Section 5, will not, and will cause its Representatives not to, disclose any of the Evaluation Material in any manner whatsoever; provided, however, that any of such information may be disclosed to Recipient’s Representatives who need to know such information for the sole purpose of helping Recipient evaluate a Possible Transaction. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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Each Recipient shall, and shall cause its Representatives to, (i) use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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Subject to Section 5, each Party agrees that, without the prior written consent of the other Party, such Party will not, and will cause its Representative not to, disclose to any other Person (i) that Evaluation Material has been exchanged between the Parties, (ii) that discussions or negotiations are taking place between the Parties concerning a Possible Transaction or any other transaction between the Parties or (iii) any of the terms, conditions or other facts with respect thereto (including the status thereof) ; provided, however, that nothing contained herein shall be deemed to inhibit, impair or restrict the ability of Recipient or its Representatives from having discussions or negotiations with other persons relating to potential financing in connection with the Possible Transaction so long as each of such Persons agrees in writing to be bound by the terms of this Agreement applicable to Representatives. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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Notwithstanding the return or destruction of the Evaluation Material, Recipient and its Representatives will continue to be bound by such Recipient’s obligations hereunder with respect to such Evaluation Material. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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b. Seller, Key Personnel and Shareholder hereby acknowledge that the Proprietary Property is the sole and exclusive property of the Company that the Proprietary Property is a valuable, special and unique asset of the business of the Company, developed at considerable expense to the Company, and is not available to the public at large or other persons engaging in businesses which are the same as or similar to the business of the Company. | Agreement shall not grant Receiving Party any right to Confidential Information. | 1entailment
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The term Evaluation Material does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by Recipient or any of its Representatives in breach of this Agreement, (ii) was within a Recipient’s or its Representatives’ (on behalf of Recipient) possession, prior to its being furnished to Recipient or its Representatives by or on behalf of Provider or (iii) is or becomes available to Recipient or its Representatives (on behalf of Recipient) from a source other than the Provider or its Representatives, provided that the source of such information was not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Provider with respect to such information or (iv) Recipient can reasonably show was independently developed by Recipient or Recipient’s Representatives without the use of or reference to any Evaluation Material provided by or on behalf of Provider or its Representatives. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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a. Seller, Key Personnel and Shareholder, jointly and severally, acknowledge and agree that in the course of ownership and/or employment with the Company that Seller, Key Personnel and Shareholder have acquired and/or the Company has and will continue to provide Seller, Key Personnel and Shareholder with, or access to information regarding the business, procedures, activities and services of the Company, including but not limited to, memorandum, files, forms, techniques, methods and procedures, programs, customer accounts and customer lists, supplier lists, costs and prices of the Company, and customer needs, requirements and business affairs (hereinafter referred to collectively as the “Proprietary Property”) as is necessary or desirable to assist him in his activities on behalf of the Company. | Confidential Information shall only include technical information. | 0contradiction
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This Agreement does not grant Recipient or any of its Representatives any license to use Provider’s Evaluation Material except as provided herein. In addition, all proprietary and intellectual property rights in and to the Evaluation Material shall remain the sole property of Provider, and nothing in this Agreement shall be construed in any way to grant to Recipient or its Representatives or any other Person any express or implied option, license or other right, title or interest in or to any Evaluation Material, or to any intellectual property rights embodied in such Evaluation Material. | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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Notwithstanding the return or destruction of the Evaluation Material, Recipient and its Representatives will continue to be bound by such Recipient’s obligations hereunder with respect to such Evaluation Material. | Some obligations of Agreement may survive termination of Agreement. | 2neutral
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The term Evaluation Material does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by Recipient or any of its Representatives in breach of this Agreement, (ii) was within a Recipient’s or its Representatives’ (on behalf of Recipient) possession, prior to its being furnished to Recipient or its Representatives by or on behalf of Provider or (iii) is or becomes available to Recipient or its Representatives (on behalf of Recipient) from a source other than the Provider or its Representatives, provided that the source of such information was not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, Provider with respect to such information or (iv) Recipient can reasonably show was independently developed by Recipient or Recipient’s Representatives without the use of or reference to any Evaluation Material provided by or on behalf of Provider or its Representatives. | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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Notwithstanding the return or destruction of the Evaluation Material, Recipient and its Representatives will continue to be bound by such Recipient’s obligations hereunder with respect to such Evaluation Material. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 2neutral
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c. Seller, Key Personnel and Shareholder covenant and agree that each shall not for a period of one (1) year, communicate or divulge to, or use for the benefit of itself or any other person, firm, association or corporation, any information in any way relating to the Proprietary Property, in competition with the business of the Company. | Confidential Information may include verbally conveyed information. | 2neutral
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b. In furtherance of the foregoing and not in limitation thereof, Key Personnel and Shareholder agree that for a period of one (1) year, Key Personnel and Shareholder shall not (aa) directly or indirectly, solicit or service in any way, on behalf of itself or on behalf of or in conjunction with others, any customers, or prospective customers who have been solicited or serviced by the Company; (bb) directly or indirectly take any action which may induce any customer or divert any business from the Company; or (cc) directly or indirectly, for himself or any enterprise engaged in competition with the Company, solicit for employment or employ any employee who is then employed by the Company or who has been employed by the Company within one (1) year prior to the termination of his employment. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 1entailment
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a. Seller, Key Personnel and Shareholder, jointly and severally, acknowledge and agree that in the course of ownership and/or employment with the Company that Seller, Key Personnel and Shareholder have acquired and/or the Company has and will continue to provide Seller, Key Personnel and Shareholder with, or access to information regarding the business, procedures, activities and services of the Company, including but not limited to, memorandum, files, forms, techniques, methods and procedures, programs, customer accounts and customer lists, supplier lists, costs and prices of the Company, and customer needs, requirements and business affairs (hereinafter referred to collectively as the “Proprietary Property”) as is necessary or desirable to assist him in his activities on behalf of the Company. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 2neutral
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b. Seller, Key Personnel and Shareholder hereby acknowledge that the Proprietary Property is the sole and exclusive property of the Company that the Proprietary Property is a valuable, special and unique asset of the business of the Company, developed at considerable expense to the Company, and is not available to the public at large or other persons engaging in businesses which are the same as or similar to the business of the Company. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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c. Seller, Key Personnel and Shareholder covenant and agree that each shall not for a period of one (1) year, communicate or divulge to, or use for the benefit of itself or any other person, firm, association or corporation, any information in any way relating to the Proprietary Property, in competition with the business of the Company. | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | 2neutral
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c. Seller, Key Personnel and Shareholder covenant and agree that each shall not for a period of one (1) year, communicate or divulge to, or use for the benefit of itself or any other person, firm, association or corporation, any information in any way relating to the Proprietary Property, in competition with the business of the Company. | Receiving Party may acquire information similar to Confidential Information from a third party. | 2neutral
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b. Seller, Key Personnel and Shareholder hereby acknowledge that the Proprietary Property is the sole and exclusive property of the Company that the Proprietary Property is a valuable, special and unique asset of the business of the Company, developed at considerable expense to the Company, and is not available to the public at large or other persons engaging in businesses which are the same as or similar to the business of the Company. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 2neutral
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c. Seller, Key Personnel and Shareholder covenant and agree that each shall not for a period of one (1) year, communicate or divulge to, or use for the benefit of itself or any other person, firm, association or corporation, any information in any way relating to the Proprietary Property, in competition with the business of the Company. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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7. Raphael my at any time request the List be completely destroyed, scratched, and purged from all media, including electronic storage, disk, tape, and printed documents. 8. ListFusion reserves the right to discontinue services immediately if payment for services is not received when due or with 30 days prior written notice. In the event ListFusion discontinues services, the List will be returned to Raphael and then completely destroyed, scratched, and purged from all media, including electronic storage, disk, tape, and printed documents in possession of ListFusion. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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In the event ListFusion discontinues services, the List will be returned to Raphael and then completely destroyed, scratched, and purged from all media, including electronic storage, disk, tape, and printed documents in possession of ListFusion. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 1entailment
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7. Raphael my at any time request the List be completely destroyed, scratched, and purged from all media, including electronic storage, disk, tape, and printed documents. 8. ListFusion reserves the right to discontinue services immediately if payment for services is not received when due or with 30 days prior written notice. In the event ListFusion discontinues services, the List will be returned to Raphael and then completely destroyed, scratched, and purged from all media, including electronic storage, disk, tape, and printed documents in possession of ListFusion. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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1. After execution of this agreement and upon receipt of List, Raphael Industries Ltd. ("Raphael") will grand ListFusion limited rights (as stated below) to use the furnished names, addresses, telephone numbers and associated information (collectively known as the "List"). | Confidential Information shall only include technical information. | 0contradiction
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In the event ListFusion discontinues services, the List will be returned to Raphael and then completely destroyed, scratched, and purged from all media, including electronic storage, disk, tape, and printed documents in possession of ListFusion. | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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1. After execution of this agreement and upon receipt of List, Raphael Industries Ltd. ("Raphael") will grand ListFusion limited rights (as stated below) to use the furnished names, addresses, telephone numbers and associated information (collectively known as the "List"). | Some obligations of Agreement may survive termination of Agreement. | 2neutral
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1. After execution of this agreement and upon receipt of List, Raphael Industries Ltd. ("Raphael") will grand ListFusion limited rights (as stated below) to use the furnished names, addresses, telephone numbers and associated information (collectively known as the "List"). | Receiving Party may independently develop information similar to Confidential Information. | 2neutral
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7. Raphael my at any time request the List be completely destroyed, scratched, and purged from all media, including electronic storage, disk, tape, and printed documents. 8. ListFusion reserves the right to discontinue services immediately if payment for services is not received when due or with 30 days prior written notice. In the event ListFusion discontinues services, the List will be returned to Raphael and then completely destroyed, scratched, and purged from all media, including electronic storage, disk, tape, and printed documents in possession of ListFusion. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 0contradiction
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ListFusion will not use any 3rd party agents, vendors, or other providers to process the List without the written authorization by Raphael. 5. ListFusion will provide Raphael with an Administrative username and password. Access to the List by Raphael will be controlled by this username and password. Raphael may at their discretion create additional usernames and passwords. ListFusion will not create, generate, distribute, or convey to any 3rd party a username or password without prior written authorization by Raphael. | Confidential Information may include verbally conveyed information. | 2neutral
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ListFusion will not use any 3rd party agents, vendors, or other providers to process the List without the written authorization by Raphael. 5. ListFusion will provide Raphael with an Administrative username and password. Access to the List by Raphael will be controlled by this username and password. Raphael may at their discretion create additional usernames and passwords. ListFusion will not create, generate, distribute, or convey to any 3rd party a username or password without prior written authorization by Raphael. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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ListFusion will not use any 3rd party agents, vendors, or other providers to process the List without the written authorization by Raphael. 5. ListFusion will provide Raphael with an Administrative username and password. Access to the List by Raphael will be controlled by this username and password. Raphael may at their discretion create additional usernames and passwords. ListFusion will not create, generate, distribute, or convey to any 3rd party a username or password without prior written authorization by Raphael. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 0contradiction
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The List will not be reproduced, transferred, or conveyed to any 3rd party without prior written authorization by Raphael. 3. ListFusion agrees that the List may not be used to overlay or enhance any 3rd party data without prior written authorization by Raphael. 4. The List will be stored exclusively on ListFusion's secure servers. ListFusion will not use any 3rd party agents, vendors, or other providers to process the List without the written authorization by Raphael. 5. ListFusion will provide Raphael with an Administrative username and password. Access to the List by Raphael will be controlled by this username and password. Raphael may at their discretion create additional usernames and passwords. ListFusion will not create, generate, distribute, or convey to any 3rd party a username or password without prior written authorization by Raphael. 6. Other than the information set out in the data card and agreed to by the parties, ListFusion, its employees, officers and trustees agree not to divulge or disseminate to any person or entity any confidential information about Raphael, including but not limited to personal and financial information, that may arise out of the discharge of their responsibilities as set out herein. Additionally, ListFusion. agrees not to copy, reprint or disseminate the publications, or any information concerning the publication including the articles, graphics or contents without express written authorization from Raphael. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 0contradiction
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ListFusion will not use any 3rd party agents, vendors, or other providers to process the List without the written authorization by Raphael. 5. ListFusion will provide Raphael with an Administrative username and password. Access to the List by Raphael will be controlled by this username and password. Raphael may at their discretion create additional usernames and passwords. ListFusion will not create, generate, distribute, or convey to any 3rd party a username or password without prior written authorization by Raphael. | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | 2neutral
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1. After execution of this agreement and upon receipt of List, Raphael Industries Ltd. ("Raphael") will grand ListFusion limited rights (as stated below) to use the furnished names, addresses, telephone numbers and associated information (collectively known as the "List"). | Receiving Party may acquire information similar to Confidential Information from a third party. | 2neutral
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2. ListFusion agrees that this Agreement grants only limited rights to use the List for the sole purpose of loading the List into ListFusion's proprietary database system. The List will not be reproduced, transferred, or conveyed to any 3rd party without prior written authorization by Raphael. 3. ListFusion agrees that the List may not be used to overlay or enhance any 3rd party data without prior written authorization by Raphael. 4. The List will be stored exclusively on ListFusion's secure servers. ListFusion will not use any 3rd party agents, vendors, or other providers to process the List without the written authorization by Raphael. 5. ListFusion will provide Raphael with an Administrative username and password. Access to the List by Raphael will be controlled by this username and password. Raphael may at their discretion create additional usernames and passwords. ListFusion will not create, generate, distribute, or convey to any 3rd party a username or password without prior written authorization by Raphael. 6. Other than the information set out in the data card and agreed to by the parties, ListFusion, its employees, officers and trustees agree not to divulge or disseminate to any person or entity any confidential information about Raphael, including but not limited to personal and financial information, that may arise out of the discharge of their responsibilities as set out herein. Additionally, ListFusion. agrees not to copy, reprint or disseminate the publications, or any information concerning the publication including the articles, graphics or contents without express written authorization from Raphael. Any and all such information shall be kept confidential and shall not in any manner be revealed to anyone except as expressly provided herein. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 2neutral
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2. ListFusion agrees that this Agreement grants only limited rights to use the List for the sole purpose of loading the List into ListFusion's proprietary database system. The List will not be reproduced, transferred, or conveyed to any 3rd party without prior written authorization by Raphael. 3. ListFusion agrees that the List may not be used to overlay or enhance any 3rd party data without prior written authorization by Raphael. 4. The List will be stored exclusively on ListFusion's secure servers. ListFusion will not use any 3rd party agents, vendors, or other providers to process the List without the written authorization by Raphael. 5. ListFusion will provide Raphael with an Administrative username and password. Access to the List by Raphael will be controlled by this username and password. Raphael may at their discretion create additional usernames and passwords. ListFusion will not create, generate, distribute, or convey to any 3rd party a username or password without prior written authorization by Raphael. 6. Other than the information set out in the data card and agreed to by the parties, ListFusion, its employees, officers and trustees agree not to divulge or disseminate to any person or entity any confidential information about Raphael, including but not limited to personal and financial information, that may arise out of the discharge of their responsibilities as set out herein. Additionally, ListFusion. agrees not to copy, reprint or disseminate the publications, or any information concerning the publication including the articles, graphics or contents without express written authorization from Raphael. Any and all such information shall be kept confidential and shall not in any manner be revealed to anyone except as expressly provided herein. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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2. ListFusion agrees that this Agreement grants only limited rights to use the List for the sole purpose of loading the List into ListFusion's proprietary database system. The List will not be reproduced, transferred, or conveyed to any 3rd party without prior written authorization by Raphael. 3. ListFusion agrees that the List may not be used to overlay or enhance any 3rd party data without prior written authorization by Raphael. 4. The List will be stored exclusively on ListFusion's secure servers. ListFusion will not use any 3rd party agents, vendors, or other providers to process the List without the written authorization by Raphael. 5. ListFusion will provide Raphael with an Administrative username and password. Access to the List by Raphael will be controlled by this username and password. Raphael may at their discretion create additional usernames and passwords. ListFusion will not create, generate, distribute, or convey to any 3rd party a username or password without prior written authorization by Raphael. 6. Other than the information set out in the data card and agreed to by the parties, ListFusion, its employees, officers and trustees agree not to divulge or disseminate to any person or entity any confidential information about Raphael, including but not limited to personal and financial information, that may arise out of the discharge of their responsibilities as set out herein. Additionally, ListFusion. agrees not to copy, reprint or disseminate the publications, or any information concerning the publication including the articles, graphics or contents without express written authorization from Raphael. Any and all such information shall be kept confidential and shall not in any manner be revealed to anyone except as expressly provided herein. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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1. After execution of this agreement and upon receipt of List, Raphael Industries Ltd. ("Raphael") will grand ListFusion limited rights (as stated below) to use the furnished names, addresses, telephone numbers and associated information (collectively known as the "List"). | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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The Receiving Party: (a) shall take all reasonable steps (defined below) to keep all Confidential Information strictly confidential; (b) shall not disclose or reveal any Confidential Information to any person other than its Representatives who are actively and directly participating in the Evaluation or who otherwise need to know the Confidential Information for the purpose of the Evaluation; (c) shall not use Confidential Information for any purpose other than in connection with the Evaluation. and (d) shall not disclose to any person (other than those of its Representatives who are actively and directly participating in the Evaluation or who otherwise need to know for the purpose of the Evaluation) any information about the Evaluation, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the Receiving Party or its Representatives. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 1entailment
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2. As used herein, “Confidential Information” shall mean all information furnished by the Disclosing Party or its Representatives (defined below) to the Receiving Party or its Representatives, whether orally, in writing, electronically or in other tangible form, and identified as confidential or proprietary at the time of disclosure by the Disclosing Party or otherwise disclosed in a manner such that a reasonable person would understand its confidential nature, including but not limited to, information that is related to: (a) the business plans or operations of the Disclosing Party; (b) the research and development or investigations of the Disclosing Party; (c) the business of any customer or partner of the Disclosing Party; (d) Disclosing Party’s properties, employees, finances, operations; (e) any information about or concerning any third party (which information was provided to the Disclosing Party subject to an applicable confidentiality obligation to such third party); (f) software and related documentation (“Disclosing Party’s Software”) including the following information regarding Disclosing Party’s Software: (i) computer software (object and source codes), programming techniques and programming concepts, methods of processing, system designs embodied in Disclosing Party’s Software; and (ii) discoveries, inventions, concepts, designs, flow charts, documentation, product specifications, application program interface specifications, techniques and processes relating to Disclosing Party’s Software; and (g) product offerings, content partners, product pricing, product availability, technical drawings, algorithms, processes, ideas, techniques, formulas, data, schematics, trade secrets, know-how, improvements, inventions (whether patentable or not), marketing plans, forecasts and strategies. | Confidential Information shall only include technical information. | 0contradiction
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2. As used herein, “Confidential Information” shall mean all information furnished by the Disclosing Party or its Representatives (defined below) to the Receiving Party or its Representatives, whether orally, in writing, electronically or in other tangible form, and identified as confidential or proprietary at the time of disclosure by the Disclosing Party or otherwise disclosed in a manner such that a reasonable person would understand its confidential nature, including but not limited to, information that is related to: | All Confidential Information shall be expressly identified by the Disclosing Party. | 0contradiction
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The provisions herein concerning the disclosure, protection and use of Confidential Information, including Sections 3, 4, 7 and 9, shall survive the termination or expiration of this Agreement. The non-solicit and standstill obligations shall remain in effect as provided in Sections 13 or 14, as applicable. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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4. The above restrictions on the use or disclosure of the Confidential Information shall not apply to any Confidential Information that: (a) is independently developed by Receiving Party without reference to the Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (b) has become generally available to the public without breach of this Agreement by Receiving Party; (c) at the time of disclosure to Receiving Party was known to such party free of restriction; or (d) Disclosing Party agrees in writing is free of such restrictions. 5. Neither party is required to disclose any particular information to the other and any disclosure is entirely voluntary and is not intended to be construed as: (a) granting rights by license or otherwise under any trademark, patent, copyright or other intellectual property right; (b) creating a commitment as to any product, including the development or functionality of any product; (c) soliciting any business or incurring any obligation not specified herein; or (d) prohibiting either party from associating themselves with competitors of the other party for purposes substantially similar to those involved herein. 6. Nothing in this Agreement shall prohibit or restrict either party’s right to develop, make, use, market, license or distribute products or services similar to or competitive with those of the other party disclosed in the Confidential Information as long as it shall not thereby breach this Agreement. | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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9. Upon the Disclosing Party’s written request, the Receiving Party shall (at the Receiving Party’s election) promptly return or destroy (provided that any such destruction shall be certified by a duly authorized Representative of the Receiving Party) all Confidential Information of the Disclosing Party and all copies, reproductions, summaries, analyses or extracts thereof or based thereon (whether in hard-copy form or an intangible media, such as electronic mail or computer files) in the Receiving Party’s possession or in the possession of any Representative of the Receiving Party; provided, however: (i) that if a legal proceeding has been instituted to seek disclosure of the Confidential Information, such material shall not be destroyed until the proceeding is settled or a final judgment with respect thereto has been rendered; (ii) that the Receiving Party shall not, in connection with the foregoing obligations, be required to identify or delete Confidential Information held electronically in archive or back-up systems in accordance with general systems archiving or backup policies; and (iii) that the Receiving Party shall not be obligated to return or destroy Confidential Information of the Disclosing Party to the extent the Receiving Party is required to retain a copy pursuant to applicable law, and further provided that the Receiving Party will not, and the Receiving Party will use reasonable measures to cause its employees not to, access such Confidential Information so archived or backed-up. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 1entailment
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2. As used herein, “Confidential Information” shall mean all information furnished by the Disclosing Party or its Representatives (defined below) to the Receiving Party or its Representatives, whether orally, in writing, electronically or in other tangible form, and identified as confidential or proprietary at the time of disclosure by the Disclosing Party or otherwise disclosed in a manner such that a reasonable person would understand its confidential nature, including but not limited to, information that is related to: | Confidential Information may include verbally conveyed information. | 1entailment
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13. In consideration of the Information being furnished to SAP and the Company, each of SAP and the Company hereby agree that, until twelve (12) months after the date of termination of this Agreement, such party will not solicit for employment with such party or any of its subsidiaries, or employ, any of the current officers or employees of the other party with whom such party has had contact during the term of this Agreement and who became known by such party or who was identified to such party as part of the Evaluation under this Agreement. | Receiving Party shall not solicit some of Disclosing Party's representatives. | 1entailment
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The Receiving Party: (a) shall take all reasonable steps (defined below) to keep all Confidential Information strictly confidential; (b) shall not disclose or reveal any Confidential Information to any person other than its Representatives who are actively and directly participating in the Evaluation or who otherwise need to know the Confidential Information for the purpose of the Evaluation; (c) shall not use Confidential Information for any purpose other than in connection with the Evaluation. and (d) shall not disclose to any person (other than those of its Representatives who are actively and directly participating in the Evaluation or who otherwise need to know for the purpose of the Evaluation) any information about the Evaluation, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the Receiving Party or its Representatives. As used herein “reasonable steps” means those steps the Receiving Party takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care. As used herein. “Representatives” shall mean (i) employees of Receiving Party; (ii) attorneys, accountants, or other professional business advisors and, additionally, (iii) employees of the Receiving Party and those entities directly or indirectly owned by the Receiving Party, in each case, who shall be informed of the confidential nature of the Confidential Information and shall agree to act in accordance with the terms of this Agreement. | Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors). | 1entailment
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3. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 1entailment
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7. In the event that the Receiving Party or any of its Representatives are requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information or any other information concerning the Disclosing Party or the Evaluation, unless prohibited by law, the Receiving Party shall provide the Disclosing Party with prompt notice of such request or requirement in order to enable the Disclosing Party | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | 1entailment
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4. The above restrictions on the use or disclosure of the Confidential Information shall not apply to any Confidential Information that: (a) is independently developed by Receiving Party without reference to the Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (b) has become generally available to the public without breach of this Agreement by Receiving Party; (c) at the time of disclosure to Receiving Party was known to such party free of restriction; or (d) Disclosing Party agrees in writing is free of such restrictions. 5. Neither party is required to disclose any particular information to the other and any disclosure is entirely voluntary and is not intended to be construed as: (a) granting rights by license or otherwise under any trademark, patent, copyright or other intellectual property right; (b) creating a commitment as to any product, including the development or functionality of any product; (c) soliciting any business or incurring any obligation not specified herein; or (d) prohibiting either party from associating themselves with competitors of the other party for purposes substantially similar to those involved herein. 6. Nothing in this Agreement shall prohibit or restrict either party’s right to develop, make, use, market, license or distribute products or services similar to or competitive with those of the other party disclosed in the Confidential Information as long as it shall not thereby breach this Agreement. Each party acknowledges that the other may already possess or have developed products or services similar to or competitive with those of the other party disclosed in the Confidential Information. Further, either party shall be free to use for any purpose the residuals (defined below) resulting from access to or work with Confidential Information disclosed hereunder. The term “residuals” means information in non-tangible form which may be retained in the unaided memory by persons who have had access to the Confidential Information so long as such persons have not studied the information for the purpose of replicating the same from memory. | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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The Receiving Party: (a) shall take all reasonable steps (defined below) to keep all Confidential Information strictly confidential; (b) shall not disclose or reveal any Confidential Information to any person other than its Representatives who are actively and directly participating in the Evaluation or who otherwise need to know the Confidential Information for the purpose of the Evaluation; (c) shall not use Confidential Information for any purpose other than in connection with the Evaluation. and (d) shall not disclose to any person (other than those of its Representatives who are actively and directly participating in the Evaluation or who otherwise need to know for the purpose of the Evaluation) any information about the Evaluation, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the Receiving Party or its Representatives. As used herein “reasonable steps” means those steps the Receiving Party takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care. As used herein. “Representatives” shall mean (i) employees of Receiving Party; (ii) attorneys, accountants, or other professional business advisors and, additionally, (iii) employees of the Receiving Party and those entities directly or indirectly owned by the Receiving Party, in each case, who shall be informed of the confidential nature of the Confidential Information and shall agree to act in accordance with the terms of this Agreement. | Receiving Party may share some Confidential Information with some of Receiving Party's employees. | 1entailment
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Further, either party shall be free to use for any purpose the residuals (defined below) resulting from access to or work with Confidential Information disclosed hereunder. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 0contradiction
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9. Upon the Disclosing Party’s written request, the Receiving Party shall (at the Receiving Party’s election) promptly return or destroy (provided that any such destruction shall be certified by a duly authorized Representative of the Receiving Party) all Confidential Information of the Disclosing Party and all copies, reproductions, summaries, analyses or extracts thereof or based thereon (whether in hard-copy form or an intangible media, such as electronic mail or computer files) in the Receiving Party’s possession or in the possession of any Representative of the Receiving Party; provided, however: (i) that if a legal proceeding has been instituted to seek disclosure of the Confidential Information, such material shall not be destroyed until the proceeding is settled or a final judgment with respect thereto has been rendered; (ii) that the Receiving Party shall not, in connection with the foregoing obligations, be required to identify or delete Confidential Information held electronically in archive or back-up systems in accordance with general systems archiving or backup policies; and (iii) that the Receiving Party shall not be obligated to return or destroy Confidential Information of the Disclosing Party to the extent the Receiving Party is required to retain a copy pursuant to applicable law, and further provided that the Receiving Party will not, and the Receiving Party will use reasonable measures to cause its employees not to, access such Confidential Information so archived or backed-up. | Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information. | 2neutral
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9. Upon the Disclosing Party’s written request, the Receiving Party shall (at the Receiving Party’s election) promptly return or destroy (provided that any such destruction shall be certified by a duly authorized Representative of the Receiving Party) all Confidential Information of the Disclosing Party and all copies, reproductions, summaries, analyses or extracts thereof or based thereon (whether in hard-copy form or an intangible media, such as electronic mail or computer files) in the Receiving Party’s possession or in the possession of any Representative of the Receiving Party; provided, however: (i) that if a legal proceeding has been instituted to seek disclosure of the Confidential Information, such material shall not be destroyed until the proceeding is settled or a final judgment with respect thereto has been rendered; (ii) that the Receiving Party shall not, in connection with the foregoing obligations, be required to identify or delete Confidential Information held electronically in archive or back-up systems in accordance with general systems archiving or backup policies; and (iii) that the Receiving Party shall not be obligated to return or destroy Confidential Information of the Disclosing Party to the extent the Receiving Party is required to retain a copy pursuant to applicable law, and further provided that the Receiving Party will not, and the Receiving Party will use reasonable measures to cause its employees not to, access such Confidential Information so archived or backed-up. | Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement. | 2neutral
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4. The above restrictions on the use or disclosure of the Confidential Information shall not apply to any Confidential Information that: (a) is independently developed by Receiving Party without reference to the Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (b) has become generally available to the public without breach of this Agreement by Receiving Party; (c) at the time of disclosure to Receiving Party was known to such party free of restriction; or (d) Disclosing Party agrees in writing is free of such restrictions. 5. Neither party is required to disclose any particular information to the other and any disclosure is entirely voluntary and is not intended to be construed as: (a) granting rights by license or otherwise under any trademark, patent, copyright or other intellectual property right; (b) creating a commitment as to any product, including the development or functionality of any product; (c) soliciting any business or incurring any obligation not specified herein; or (d) prohibiting either party from associating themselves with competitors of the other party for purposes substantially similar to those involved herein. 6. Nothing in this Agreement shall prohibit or restrict either party’s right to develop, make, use, market, license or distribute products or services similar to or competitive with those of the other party disclosed in the Confidential Information as long as it shall not thereby breach this Agreement. | Agreement shall not grant Receiving Party any right to Confidential Information. | 2neutral
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The Receiving Party: (a) shall take all reasonable steps (defined below) to keep all Confidential Information strictly confidential; (b) shall not disclose or reveal any Confidential Information to any person other than its Representatives who are actively and directly participating in the Evaluation or who otherwise need to know the Confidential Information for the purpose of the Evaluation; (c) shall not use Confidential Information for any purpose other than in connection with the Evaluation. and (d) shall not disclose to any person (other than those of its Representatives who are actively and directly participating in the Evaluation or who otherwise need to know for the purpose of the Evaluation) any information about the Evaluation, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the Receiving Party or its Representatives. As used herein “reasonable steps” means those steps the Receiving Party takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care. As used herein. “Representatives” shall mean (i) employees of Receiving Party; (ii) attorneys, accountants, or other professional business advisors and, additionally, (iii) employees of the Receiving Party and those entities directly or indirectly owned by the Receiving Party, in each case, who shall be informed of the confidential nature of the Confidential Information and shall agree to act in accordance with the terms of this Agreement. | Receiving Party shall not disclose the fact that Agreement was agreed or negotiated. | 2neutral
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1.1 Subject to Section 1.2 below, “Confidential Information” means confidential, secret, proprietary or other non-public information pertaining to the business, operations, brands, marketing plans, financial matters, legal matters, products, projects, business plans or practices, research and development, product development, intellectual property, financial models, trademarks, trade secrets, accounting and financing data, and methods of production, distribution or procurement, suppliers, distributors, consultants, advisors or employees, directors or officers of CEDC or any of its Subsidiaries (defined below) (together, the “CEDC Group”) that is disclosed or otherwise made available, either orally or in writing, by any member of the CEDC Group to the Recipient or its affiliates, agents, or advisors (including, without limitation, financial advisors, attorneys, banks and other sources of equity and debt financing and accountants) (collectively, “Representatives”). | Confidential Information shall only include technical information. | 0contradiction
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2. As used herein, “Confidential Information” shall mean all information furnished by the Disclosing Party or its Representatives (defined below) to the Receiving Party or its Representatives, whether orally, in writing, electronically or in other tangible form, and identified as confidential or proprietary at the time of disclosure by the Disclosing Party or otherwise disclosed in a manner such that a reasonable person would understand its confidential nature, including but not limited to, information that is related to: | All Confidential Information shall be expressly identified by the Disclosing Party. | 2neutral
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The Recipient’s obligations under Section 2 hereof shall survive the return of such tangible embodiments of Confidential Information until termination of this Agreement. | Some obligations of Agreement may survive termination of Agreement. | 1entailment
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1.2 Notwithstanding anything herein to the contrary, Confidential Information shall not include any information that (a) is or becomes publicly available (other than through a breach of this Agreement by the Recipient), (b) is in the possession of or known to the Recipient or its Representatives prior to such information having been furnished to Recipient hereunder, (c) is independently conceived, developed or discovered by the Recipient or on its behalf, | Receiving Party may independently develop information similar to Confidential Information. | 1entailment
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The Recipient agrees that, upon written request by CEDC, all Confidential Information (and all copies, summaries and notes of the contents or parts thereof) and all Company property received by the Recipient shall, as soon as reasonably practicable, be either returned to CEDC or, to the extent technically practicable, destroyed (at the Recipient’s or its Representatives’ option), except that Recipient and its Representatives may retain copies of Confidential Information as is required to comply with applicable law or regulation or professional standards or internal compliance requirements. The Recipient’s obligations under Section 2 hereof shall survive the return of such tangible embodiments of Confidential Information until termination of this Agreement. Notwithstanding anything to the contrary in this Agreement, neither Recipient nor any of its Representatives shall be required to delete electronically stored Confidential Information to the extent such deletion would be technologically impracticable or inconsistent with the archival records retention policy of the Recipient or its Representatives. | Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information. | 1entailment
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1.1 Subject to Section 1.2 below, “Confidential Information” means confidential, secret, proprietary or other non-public information pertaining to the business, operations, brands, marketing plans, financial matters, legal matters, products, projects, business plans or practices, research and development, product development, intellectual property, financial models, trademarks, trade secrets, accounting and financing data, and methods of production, distribution or procurement, suppliers, distributors, consultants, advisors or employees, directors or officers of CEDC or any of its Subsidiaries (defined below) (together, the “CEDC Group”) that is disclosed or otherwise made available, either orally or in writing, by any member of the CEDC Group to the Recipient or its affiliates, agents, or advisors (including, without limitation, financial advisors, attorneys, banks and other sources of equity and debt financing and accountants) (collectively, “Representatives”). | Confidential Information may include verbally conveyed information. | 1entailment
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2. As used herein, “Confidential Information” shall mean all information furnished by the Disclosing Party or its Representatives (defined below) to the Receiving Party or its Representatives, whether orally, in writing, electronically or in other tangible form, and identified as confidential or proprietary at the time of disclosure by the Disclosing Party or otherwise disclosed in a manner such that a reasonable person would understand its confidential nature, including but not limited to, information that is related to: | Receiving Party shall not solicit some of Disclosing Party's representatives. | 2neutral
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9. Upon the Disclosing Party’s written request, the Receiving Party shall (at the Receiving Party’s election) promptly return or destroy (provided that any such destruction shall be certified by a duly authorized Representative of the Receiving Party) all Confidential Information of the Disclosing Party and all copies, reproductions, summaries, analyses or extracts thereof or based thereon (whether in hard-copy form or an intangible media, such as electronic mail or computer files) in the Receiving Party’s possession or in the possession of any Representative of the Receiving Party; provided, however: (i) that if a legal proceeding has been instituted to seek disclosure of the Confidential Information, such material shall not be destroyed until the proceeding is settled or a final judgment with respect thereto has been rendered; (ii) that the Receiving Party shall not, in connection with the foregoing obligations, be required to identify or delete Confidential Information held electronically in archive or back-up systems in accordance with general systems archiving or backup policies; and (iii) that the Receiving Party shall not be obligated to return or destroy Confidential Information of the Disclosing Party to the extent the Receiving Party is required to retain a copy pursuant to applicable law, and further provided that the Receiving Party will not, and the Receiving Party will use reasonable measures to cause its employees not to, access such Confidential Information so archived or backed-up. | Receiving Party may create a copy of some Confidential Information in some circumstances. | 2neutral
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The Recipient agrees that if the Recipient is required by any law, court or governmental order to disclose any Confidential Information, the Recipient will provide CEDC, to the extent practicable and legally permissible, with prompt written notice of such requirement so that CEDC or the applicable member of the CEDC Group may seek an appropriate protective order with respect thereto. | Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information. | 1entailment
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1.2 Notwithstanding anything herein to the contrary, Confidential Information shall not include any information that (a) is or becomes publicly available (other than through a breach of this Agreement by the Recipient), (b) is in the possession of or known to the Recipient or its Representatives prior to such information having been furnished to Recipient hereunder, (c) is independently conceived, developed or discovered by the Recipient or on its behalf, (d) is made available to the Recipient or its Representatives by any person other than a member of the CEDC Group without any known breach of any obligation of confidentiality of such other person, or | Receiving Party may acquire information similar to Confidential Information from a third party. | 1entailment
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The Recipient agrees that all Confidential Information will be held and maintained by it in the strictest confidence, will be used by it solely and exclusively for the purpose of evaluating, negotiating and implementing a Restructuring, and will not, directly or indirectly, be used or disclosed by it for any other purpose whatsoever. | Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement. | 1entailment
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