THE RECIPIENTS SHALL KEEP CONFIDENTIAL ANY WRITTEN OR ORAL INFORMATION confidential information, which shall be at least a reasonable standard of care, to prevent disclosure of the
Confidential Information and Notes, except to its Affiliates, and its or their officers, directors, employees, agents, advisors, representatives,
service providers, consultants and/or subcontractors (collectively, “Authorized Parties”), solely to the extent necessary to permit them to
assist the Receiving Party in evaluating the Transaction; and (iv) not disclose to persons (other than those described in clause (iii) above)
that the Confidential Information has been made available, that the Receiving Party is considering a possible Transaction or that the parties have had or are having discussions or negotiations with respect thereto. The Receiving Party further agrees that prior to disclosing any Confidential Information to its Affiliates, or its or their Authorized Parties, as allowed hereunder, such Affiliates and/or Authorized Parties will
be advised of the confidential nature of the Confidential Information, provided a copy of this Agreement and directed to abide by its terms.
The Receiving Party agrees to be responsible for any breach of this Agreement by it, its Affiliates, or its or their Authorized Parties. Each party acknowledges that money damages would not be a sufficient remedy for any breach of this Agreement. Accordingly, in the event of
any such breach, in addition to any other remedies at law or in equity that a party may have, it shall be entitled to seek equitable relief,
including injunctive relief or specific performance or both (although neither party shall be entitled to any special, consequential, indirect, punitive or exemplary damages as a result of a breach of this Agreement, whether a claim is asserted in contract, tort, or otherwise).
Obligations in this Section 2 regarding Confidential Information shall, with respect to each disclosure of Confidential Information hereunder,
continue for three (3) years from the date of each disclosure of Confidential Information. Nothing herein is intended to limit or abridge the protection of trade secrets under applicable trade secrets law, and trade secrets shall be maintained as such until they fall into the public domain.
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