67
(III)
ALL INFORMATION CONCERNING THE BUSINESS AND
AFFAIRS OF THE DISCLOSING PARTY (WHICH INCLUDES HISTORICAL AND CURRENT FINANCIAL
STATEMENTS, FINANCIAL PROJECTIONS AND BUDGETS, TAX RETURNS AND ACCOUNTANTS'
MATERIALS, HISTORICAL, CURRENT AND PROJECTED SALES, CAPITAL SPENDING BUDGETS AND
PLANS, BUSINESS PLANS, STRATEGIC PLANS, MARKETING AND ADVERTISING PLANS,
PUBLICATIONS, CLIENT AND CUSTOMER LISTS AND FILES, CONTRACTS, THE NAMES AND
BACKGROUNDS OF KEY PERSONNEL AND PERSONNEL TRAINING TECHNIQUES AND MATERIALS,
HOWEVER DOCUMENTED), AND ALL INFORMATION OBTAINED FROM REVIEW OF THE DISCLOSING
PARTY'S DOCUMENTS OR PROPERTY OR DISCUSSIONS WITH THE DISCLOSING PARTY
REGARDLESS OF THE FORM OF THE COMMUNICATION; AND
(IV)
ALL NOTES, ANALYSES, COMPILATIONS, STUDIES,
SUMMARIES AND OTHER MATERIAL PREPARED BY THE RECEIVING PARTY TO THE EXTENT
CONTAINING OR BASED, IN WHOLE OR IN PART, UPON ANY INFORMATION INCLUDED IN THE
FOREGOING.
(B)
ANY TRADE SECRETS OF A DISCLOSING PARTY
SHALL ALSO BE ENTITLED TO ALL OF THE PROTECTIONS AND BENEFITS UNDER APPLICABLE
TRADE SECRET LAW AND ANY OTHER APPLICABLE LAW. IF ANY INFORMATION THAT A
DISCLOSING PARTY DEEMS TO BE A TRADE SECRET IS FOUND BY A COURT OF COMPETENT
JURISDICTION NOT TO BE A TRADE SECRET FOR PURPOSES OF THIS ARTICLE 12, SUCH
INFORMATION SHALL STILL BE CONSIDERED CONFIDENTIAL INFORMATION OF THAT
DISCLOSING PARTY FOR PURPOSES OF THIS ARTICLE 12 TO THE EXTENT INCLUDED WITHIN
THE DEFINITION.
IN THE CASE OF TRADE SECRETS, EACH DISCLOSING PARTY, HEREBY
WAIVES ANY REQUIREMENT THAT THE OTHER PARTY SUBMIT PROOF OF THE ECONOMIC VALUE
OF ANY TRADE SECRET OR POST A BOND OR OTHER SECURITY.
12.2
RESTRICTED USE OF CONFIDENTIAL INFORMATION
(A)
EACH RECEIVING PARTY ACKNOWLEDGES THE
CONFIDENTIAL AND PROPRIETARY NATURE OF THE CONFIDENTIAL INFORMATION OF THE
DISCLOSING PARTY AND AGREES THAT SUCH CONFIDENTIAL INFORMATION (I) SHALL BE KEPT
CONFIDENTIAL BY THE RECEIVING PARTY; (II) SHALL NOT BE USED FOR ANY REASON OR
PURPOSE OTHER THAN TO EVALUATE AND CONSUMMATE THE CONTEMPLATED TRANSACTIONS; AND
(III) WITHOUT LIMITING THE FOREGOING, SHALL NOT BE DISCLOSED BY THE RECEIVING
PARTY TO ANY PERSON, EXCEPT IN EACH CASE AS OTHERWISE EXPRESSLY PERMITTED BY THE
TERMS OF THIS AGREEMENT OR WITH THE PRIOR WRITTEN CONSENT OF AN AUTHORIZED
REPRESENTATIVE OF SELLERS WITH RESPECT TO CONFIDENTIAL INFORMATION OF SELLERS
(EACH, A "SELLER CONTACT") OR AN AUTHORIZED REPRESENTATIVE OF BUYER WITH RESPECT
TO CONFIDENTIAL INFORMATION OF BUYER (EACH, A "BUYER CONTACT"). EACH OF BUYER
AND SELLERS SHALL DISCLOSE THE CONFIDENTIAL INFORMATION OF THE OTHER PARTY ONLY
TO ITS REPRESENTATIVES WHO REQUIRE SUCH MATERIAL FOR THE PURPOSE OF EVALUATING
THE CONTEMPLATED TRANSACTIONS AND ARE INFORMED BY BUYER OR SELLERS, AS THE CASE
MAY BE, OF THE OBLIGATIONS OF THIS ARTICLE 12 WITH RESPECT TO SUCH INFORMATION.
EACH OF BUYER AND SELLERS SHALL (A) ENFORCE THE TERMS OF THIS ARTICLE 12 AS TO
ITS RESPECTIVE REPRESENTATIVES; (B) TAKE SUCH ACTION TO THE EXTENT NECESSARY TO
CAUSE ITS REPRESENTATIVES TO COMPLY WITH THE TERMS AND CONDITIONS OF THIS
ARTICLE 12; AND (C) BE RESPONSIBLE AND LIABLE FOR ANY BREACH OF THE PROVISIONS
OF THIS ARTICLE 12 BY IT OR ITS REPRESENTATIVES.
(B)
UNLESS