name / content / group

name: Confidentiality

content: 377541

CONFIDENTIALITY. Purchaser agrees that for and in consideration of the Shareholders' and NCCI's cooperation and disclosure of sensitive business information, between the date hereof and Closing, Purchaser shall hold in the highest degree of confidentiality any and all information received from the Companies or the Shareholders and not publish the same to any party not directly involved in Purchaser's acquisition of the Shares and the NCCI Assets; provided, however, that confidential information shall not include any information which (1) was already known to Purchaser prior to delivery or disclosure by the Shareholders or NCCI; or (2) is or becomes publicly known to Purchaser through no wrongful act of Purchaser; or (3) is rightfully received by Purchaser from third party without authorization of the Shareholders; or (4) is furnished by the Shareholders or NCCI to a third party without a similar restriction on the third party's rights; or (5) is disclosed pursuant to a requirement of a governmental agency or disclosure is required by operation of law. For periods subsequent to Closing, to the extent that Purchaser is in possession of confidential information relating to the Shareholders (and not the Companies) whether obtained from the Shareholders prior to or subsequent to Closing, Purchaser shall treat such confidential information as described above. The parties hereto specifically acknowledge the existence of a prior Non Disclosure Agreement, dated May 31, 1995, regarding confidentiality undertakings, and specifically acknowledge that the terms of such agreement are hereby ratified and confirmed and will survive the execution of this Agreement.

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