INCLUDING
PATENTS, KNOW-HOW, DESIGNS, FORMULAS, PROCESSES, TECHNOLOGY, PLANS, DATA, TRADE
SECRETS, INVENTIONS, DISCOVERIES, IMPROVEMENTS AND IDEAS OR WORKS OF AUTHORSHIP
OR OTHER INFORMATION RELATING TO ITS BUSINESS; INFORMATION CONCERNING ANY OF ITS
PAST, CURRENT OR POSSIBLE FUTURE PRODUCTS OR PROJECTS; INFORMATION ABOUT ITS
RESEARCH, DEVELOPMENT, PURCHASING, ACCOUNTING, MARKETING, OR SELLING OF PRODUCTS
OR SERVICES; AND INFORMATION CONCERNING ANY OF ITS PAST, CURRENT OR POSSIBLE
FUTURE CUSTOMERS OR BUSINESS PROSPECTS.
CONFIDENTIAL INFORMATION SHALL NOT
INCLUDE (I) ANY INFORMATION LAWFULLY IN ANY PARTY'S POSSESSION PRIOR TO THE DATE
OF DISCLOSURE THEREOF BY ANY OTHER PARTY BOUND HEREBY, (II) ANY INFORMATION
WHICH IS IN THE PUBLIC DOMAIN OR HEREAFTER BECOMES A PART THEREOF THROUGH NO
FAULT OF THE PARTY TO WHOM SUCH CONFIDENTIAL INFORMATION HAS BEEN DISCLOSED,
(III) ANY INFORMATION THAT BECOMES AVAILABLE TO A PARTY ON A NON-CONFIDENTIAL
AND LAWFUL BASIS FROM A SOURCE OTHER THAN ANY OTHER ENTITY BOUND HEREBY, OR (IV)
ANY INFORMATION DISCLOSED FROM ONE PARTY BOUND HEREBY TO ANOTHER THAT IS
EXPRESSED IN WRITING BY THE DISCLOSING PARTY TO BE NON-CONFIDENTIAL.
(B)
EXCEPT AS OTHERWISE MAY BE SPECIFICALLY PROVIDED HEREIN, EACH OF
THE PARTIES HERETO AGREES THAT ALL PROPRIETARY INFORMATION OBTAINED FROM THE
OTHER PARTY DURING THE TERM OF THIS AGREEMENT WILL BE PRESUMED TO CONSTITUTE
CONFIDENTIAL INFORMATION (UNLESS IT FALLS WITHIN ANY CATEGORY DESCRIBED IN ANY
OF SUBSECTIONS (I) THROUGH (IV) SET FORTH ABOVE IN THE DEFINITION OF
CONFIDENTIAL INFORMATION), AND WILL BE HELD IN THE STRICTEST CONFIDENCE BY EACH
SUCH PARTY AS WELL AS BY ITS RESPECTIVE AFFILIATES AND REPRESENTATIVES,
INCLUDING ITS LEGAL COUNSEL, ACCOUNTANTS AND FINANCIAL ADVISORS WHO HAVE A NEED
TO KNOW SUCH INFORMATION.
ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING, EACH
OF THE PARTIES SHALL IMMEDIATELY NOTIFY EACH OTHER PARTY IF IT IS REQUIRED BY
LAW OR JUDICIAL AUTHORITY TO DISCLOSE ANY OF SUCH CONFIDENTIAL INFORMATION.
THE
TERMS AND PROVISIONS OF THIS SECTION 11.7 SHALL SURVIVE FOR A PERIOD OF ONE (1)
YEAR AFTER THE CLOSING DATE.
11.8
Announcements and Communications.
Neither FSI or Metron, nor any of
their Affiliates, shall make any public statements, including any press
releases, with respect to this Agreement and the transactions contemplated
hereby without the prior written consent of the other party (which consent shall
not be unreasonably withheld), except as may be required by
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any law applicable to them or their Affiliates.
The parties shall mutually
agree upon a communications plan regarding this Agreement and the transactions
contemplated herein, and shall fully cooperate in implementing such plan.
11.9
Insurance.
Metron shall, upon the request of FSI, provide FSI with
copies of all insurance policies it maintains relating to the Distribution
Business, including the insurance policies required by the terms of the
Distribution Agreements.
11.10
Contracts.
Within thirty (30) days of the Effective Date, Metron
shall provide FSI with Schedule 11.10, which will set forth a true and complete
list of all contracts, commitments and arrangements (other than purchase orders
to be fulfilled or system start-up contracts and service and support contracts
to be completed and