Common use of Confidentiality of Data and Information Clause in Contracts

Confidentiality of Data and Information. All data and information obtained from Seller in connection with the Transaction whether before or after the execution of this Agreement, including data and information generated by Buyer in connection with this Transaction (collectively, the “Information”) is deemed by the Parties to be confidential and proprietary to Seller. Buyer shall take reasonable steps to ensure that Buyer’s employees, consultants and agents comply with the provisions of this Section 8.7. Until completion of the Closing, except as required by law, Buyer and its officers, agents and representatives will hold in strict confidence the terms of this Agreement and all Information, except any Information which: (i) at the time of Seller’s disclosure to Buyer is in the public domain; (ii) after Seller’s disclosure to Buyer becomes part of the public domain by publication or otherwise, except by Buyer’s breach of this commitment; (iii) Buyer can establish by competent proof that Buyer was rightfully in its possession at the time of Seller’s disclosure to Buyer; (iv) Buyer rightfully receives from third parties free of any obligation of confidence; (v) is disclosed to Buyer’s consultants, investors and lenders who similarly agree to protect the confidentiality of such Information and agree to use such Information only for their due diligence evaluation of the Assets; or (vi) is developed independently by Buyer, provided that the person or persons developing the Information shall not have had access to the Information. The terms of this Section 8.7 shall survive termination of this Agreement for a period of one year from the Effective Time.

Confidentiality of Data and Information. All data and information obtained from Seller in connection with the Transaction whether before or after the execution of this Agreement, including data and information generated by Buyer in connection with this Transaction (collectively, the “Information”) is deemed by the Parties to be confidential and proprietary to Seller. Buyer shall take reasonable steps to ensure that Buyer’s employees, consultants and agents comply with the provisions of this Section 8.7. Until completion of the Closing, except as required by law, Buyer and its officers, agents and representatives will hold in strict confidence the terms of this Agreement and all Information, except any Information which: (i) at the time of Seller’s disclosure to Buyer is in the public domain; (ii) after Seller’s disclosure to Buyer becomes part of the public domain by publication or otherwise, except by Buyer’s breach of this commitment; (iii) Buyer can establish by competent proof that Buyer was rightfully in its possession at the time of Seller’s disclosure to Buyer; (iv) Buyer rightfully receives from third parties free of any obligation of confidence; (v) is disclosed to Buyer’s consultants, investors and lenders who similarly agree to protect the confidentiality of such Information and agree to use such Information only for their due diligence evaluation of the Assets; or (vi) is developed independently by Buyer, provided that the person or persons developing the Information shall not have had access to the Information. The terms of this Section 8.7 shall survive termination of this Agreement for a period of one year two years from the Effective Time.