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This agreement shall be binding upon the parties and the Representatives and their respective successors and assigns and shall inure to the benefit of the parties and their respective successors and assigns.The person executing this confidentiality agreement on your behalf hereby represents and warrants that they are authorized and duly empowered to execute this confidentiality agreement and bind you.This confidentiality agreement and Your obligations hereunder shall terminate two years after the date hereof.
Without Company's prior written consent, you will not and you will direct your Representatives not to disclose to any person, including without limitation any employee, customer, landlord, potential customer or other person having business dealings with Company of either the fact that any investigations, discussions, or negotiations are or may take place concerning a possible transaction between you and Company or that you have requested or received Confidential Information from Company or any of the terms, conditions or other facts with respect to any possible transaction, including the status thereof.
The term "person" as used in this agreement shall be interpreted broadly to include, without limitation, any corporation, company, partnership, limited liability company, individual or other entity.
If any provision set forth in this agreement relative to your being furnished with Confidential Information is deemed not enforceable in whole or in part, the remaining provisions set forth in this agreement shall be enforceable notwithstanding the validity or invalidity of any other provisions.
Any provision not enforceable in part shall be enforced to the extent valid and enforceable.
It is agreed that (i) all communications regarding a possible transaction, (ii) all requests for additional information regarding Company, (iii) all requests for facility tours and (iv) all discussions or questions regarding Company or procedures will be submitted or directed in a confidential fashion to the Company’s Chief Executive Officer.
If you elect not to submit or enter into a negotiated transaction with Company, Company elects not to submit or enter into a negotiated transaction with you, or otherwise, upon request to Company, you shall promptly redeliver to Company all written Confidential Information (whether prepared by Company, its advisors, or otherwise) and you will not retain any copies, extracts or other reproductions in whole or in part of such written materials.
Company has no duty or obligation to provide information, whether Confidential Information or otherwise, to you.
Company has no duty to negotiate with you, may terminate negotiations with you at any time, and may negotiate with others.
You hereby agree that the Confidential Information shall be used solely for the purpose of evaluating a possible negotiated transaction with the Company and not used in any manner detrimental to Company and that such information will be kept confidential by you; provided, however, that (i) any of such information may be disclosed to your directors, officers and employees to the extent they need to know such information for the purpose of evaluating the proposed transaction (it being understood that such directors, officers and employees shall be informed by you of the confidential nature of such information and shall be directed by you to treat such information confidentially in accordance with the terms of this confidentiality agreement) and you shall require them to agree to act in accordance with the terms and conditions of this agreement, and (ii) any other disclosure of such information may be made to which the Company consents in writing.
Upon request by Company, you agree you will advise Company in writing within a reasonable time of all persons who have been given access to or knowledge of Confidential Information of any kind.