Nondisclosure of Proprietary Data. (a) After the Closing, except as required by applicable Law, neither GTE nor Seller nor any of their representatives, agents or Affiliates shall, at any time, make use of, divulge or otherwise disclose, directly or indirectly, any Company Proprietary Information, unless such Company Proprietary Information: (i) is or becomes generally available and known to the public; (ii) is rightfully received by GTE, Seller, or any of their respective representatives, agents or Affiliates from any Person without any restriction on use or disclosure and without breach of any obligation to Buyer; (iii) is independently developed by or for GTE, Seller or any of their Affiliates, without reference to or use of Company Proprietary Information; (iv) is the subject of prior written approval of Buyer; or (v) is disclosed or made available after the Closing Date by Buyer generally to third parties, without restriction on use or disclosure. In the event Seller or any of its Affiliates is requested or required (by oral request or written request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process) to disclose any Company Proprietary Information, then Seller shall notify Buyer promptly in writing of the request or requirement so that Buyer may seek an appropriate protective order or waive compliance with this Section 5.2. If, in the absence of a protective order or receipt of a waiver hereunder, Seller or any of its Affiliates is, on the advice of outside counsel, compelled to disclose any Company Proprietary Information to any Governmental Entity, then Seller or its Affiliate may disclose such Company Proprietary Information to such Governmental Entity, provided that Seller or such Affiliate shall use its reasonable best efforts to obtain at the request and expense of Buyer an order or other assurance that confidential treatment shall be accorded to such Company Proprietary Information. (b) The foregoing notwithstanding, Buyer's obligations of confidentiality as set forth in the Confidentiality Agreement shall survive and continue until the Closing Date and, thereafter as provided in this Agreement or the Related Agreements, if there is no Closing, such obligations shall survive and continue in accordance with the terms and conditions of such Confidentiality Agreement.
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Nondisclosure of Proprietary Data. (a) After the Closing, except as required by applicable Law, subject to the limitations in Section 11.9 neither GTE nor Seller nor any of their representatives, agents or Affiliates its representatives shall, at any time, make use of, divulge or otherwise disclose, directly or indirectly, any Company Proprietary Informationtrade secret or other proprietary data (including, unless such Company Proprietary Information: (ibut not limited to, any customer list, record or financial information) is concerning the Photomask Business or becomes generally available and known the business or policies of Seller related to the public; (ii) is rightfully received by GTE, Seller, or any of their respective representatives, agents or Affiliates from any Person without any restriction on use or disclosure and without breach of any obligation to Buyer; (iii) is independently developed by or for GTE, Photomask Business that Seller or any representative of their AffiliatesSeller may have learned as an owner or a shareholder, without reference to employee, officer or use director of Company Proprietary Information; (iv) is the subject of prior written approval of Buyer; or (v) is disclosed or made available after the Closing Date by Buyer generally to third parties, without restriction on use or disclosurePhotomask Business. In the event addition, neither Seller or nor any of its Affiliates is requested representatives shall make use of, divulge or required (by oral request otherwise disclose, directly or written request for indirectly, to Persons other than Buyer, any confidential information or documents concerning the conduct of the Photomask Business that may have been learned in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process) such capacity. This Section 7.2 shall not apply to disclose any Company Proprietary Information, then Seller shall notify Buyer promptly in writing such information of the request or requirement so that Buyer may seek an appropriate protective order or waive compliance with Photomask Business which becomes part of the public domain through no fault of Seller. Nor shall this Section 5.2. If, in the absence of a protective order or receipt of a waiver hereunder, Seller or any of its Affiliates is, on the advice of outside counsel, compelled to disclose any Company Proprietary Information 7.2 apply to any Governmental Entityconfidential information of Seller related to Seller's conducting its primary business of designing, then Seller or its Affiliate may disclose such Company Proprietary Information to such Governmental Entitydeveloping, provided that Seller or such Affiliate shall use its reasonable best efforts to obtain at the request manufacturing, assembling, testing, selling, leasing, and expense disposing of Buyer an order or other assurance that confidential treatment shall be accorded to such Company Proprietary Informationsemiconductor devices and integrated circuits.
(b) The foregoing notwithstanding, Buyer's obligations of confidentiality as set forth in After the Confidentiality Agreement shall survive and continue until the Closing Date and, thereafter as provided in this Agreement or the Related Agreements, if there is no Closing, such obligations shall survive and continue subject to the limitations in accordance Section 11.9 neither Buyer nor any of its representatives shall, at any time, make use of (other than in connection with the terms manufacture of photomasks on behalf of Seller and conditions the Semiconductor Business Unit), divulge or otherwise disclose, directly or indirectly, any trade secret or other proprietary information of such Confidentiality Agreement.Seller or Seller's Product Mask Information that Buyer or any representative of Buyer may have learned as the purchaser or employee of the Photomask Business. In addition, neither Buyer nor any of its representatives shall make use of, divulge or otherwise disclose, directly or indirectly, to Persons other than Seller, any confidential information concerning Seller's semiconductor products that Buyer may learn in any capacity through the purchase of the Photomask Business. This
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