name / content / group

name: Confidentiality

content: 261466

Confidentiality. For a period of three years following the Closing Date, Masco agrees to, and shall cause each of its Subsidiaries, officers, directors, employees, attorneys, accountants, consultants and other agents and advisors to, maintain in confidence all confidential and proprietary information and data of the HFG Companies and their respective Subsidiaries known to Masco as a result of its ownership of the HFG Companies and their Subsidiaries prior to the Closing Date except any information currently used by Masco and its remaining Subsidiaries in their remaining businesses (the "Confidential Information") and agrees not to disclose the Confidential Information to any Person other than its Subsidiaries, officers, directors, employees, attorneys, accountants, consultants and other agents and advisors that need to know such Confidential Information. Masco further agrees that it shall not use the Confidential Information for any purpose other than monitoring and evaluating its investment in the Buyer and determining and performing its obligations and exercising its rights under this Agreement and the other Transaction Documents. The obligation to hold information in confidence shall be satisfied if Masco exercises the same care with respect to such information as if would take to preserve the confidentiality of its own similar information. Nothing herein shall prevent Masco or its Subsidiaries, officers, directors, employees, attorneys, accountants, consultants and other agents and advisors from using, disclosing or authorizing the disclosure of Confidential Information such Person receives which (i) has been published or is in the public domain through no fault of Masco or any such other Person; (ii) is lawfully received from a third party having rights therein without notice of any restriction against its further disclosure or its disclosure to such Person; (iii) is independently developed by Masco through parties who have not had, either directly or indirectly, access to or knowledge of such Confidential Information; (iv) is required to be produced under order of a court of competent jurisdiction or other similar requirements of a governmental agency; provided that such Confidential Information to the extent covered by a protective order or its equivalent shall otherwise continue to be Confidential Information; or (v) is required to be disclosed by applicable law or a stock exchange or a securities trading association on which such Person's securities (or those of its Affiliate) are listed.