ZBRA » Topics » Confidentiality; Publicity

This excerpt taken from the ZBRA 10-Q filed Apr 30, 2008.

Confidentiality; Publicity


6.1 Confidential Information. During the Term of this Agreement, each party may discover, receive, or otherwise acquire, whether directly or indirectly, non-public


*** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Securities and Exchange Commission.




information or materials related to the other party or its Affiliates or shareholders, or its or their businesses, or information of third parties that the other party is obligated to keep confidential (collectively, “Confidential Information”). For the avoidance of doubt, all of the Zebra Technology shall be the Confidential Information of Zebra, and all of the Manufacturer Technology shall be the Confidential Information of the Manufacturer. Confidential Information shall not include information that: (i) is, or becomes, publicly known through no wrongful act of the receiving party or its officers, employees, consultants or contractors; (ii) is received by the receiving party without restriction from a third party without breach of any obligation of nondisclosure; or (iii) was known to a party prior to receipt of information or materials from the other party, as demonstrated by written documentary evidence.


6.2 Non-Disclosure of Confidential Information. Confidential Information of a party has substantial value to such party, which value would be impaired if such information or materials were improperly used or disclosed to third parties. Accordingly, the party in receipt of the other party’s Confidential Information shall (i) use such Confidential Information solely for purposes of this Agreement and (ii) disclose such Confidential Information only to its officers, employees, consultants and contractors whose duties relate to this Agreement and reasonably require familiarity with such information in order for such party to perform its obligations hereunder. The receiving party shall obtain from any such consultant or contractor and, if Manufacturer, also from its employees, a legally enforceable written agreement not to disclose the other party’s Confidential Information, or knowledge or know-how derived therefrom, to any other Person or use such Confidential Information for any purposes other than those contemplated by this Agreement. Each party shall take such precautions to protect the other party’s Confidential Information from disclosure or misappropriation as it takes for its own most highly sensitive information (but in no event shall such party use less than a reasonable degree of care) and shall be responsible for compliance with the restrictions in this Agreement by its Affiliates and the officers, employees, consultants and contractors of itself and its Affiliates. The confidentiality obligation set forth in this Agreement shall be observed during the Term of the Agreement and after the Term of this Agreement for an indefinite period of time for trade secrets and for a period of two (2) years following the termination of this Agreement for all other types of Confidential Information.


6.3 Non-Disclosure of Agreement. The terms and conditions of this Agreement, and all information required to be provided from one party to another under the terms and conditions of this Agreement, shall be deemed Confidential Information that is subject to the non-disclosure provisions of Section 6.2; provided that, each party shall be permitted to disclose the terms and conditions of this Agreement to actual or potential acquirers, investors and lenders and their respective representatives under written confidentiality agreements at least as protective of the disclosing party’s rights as the terms and conditions of this Article VI.


6.4 Exceptions. The confidentiality obligations of the receiving party under this Article VI shall not apply solely to the extent that any information is required to be publicly disclosed


*** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Securities and Exchange Commission.




pursuant to a governmental or judicial requirement or other requirement of Law, but only after notifying the party owning such information of such requirement prior to disclosure and cooperating with the owner to eliminate or minimize such disclosure requirement to the greatest extent possible and to obtain confidential treatment for all Confidential Information to be disclosed.


6.5 Return or Destruction of Confidential Information. Upon request of either party, and in any case upon expiration or termination of this Agreement (except to the extent and only for so long as a party has rights to use such Confidential Information under a license that survives termination of this Agreement or must retain Confidential Information to perform obligations for the other party that continue after termination pursuant to Section 8.6), each party shall promptly return to the other party or destroy (and certify such destruction in writing) all of the other party’s Confidential Information, including all copies, excerpts or summaries thereof, in whatever form or medium. Thereafter, both parties shall make no further use, either directly or indirectly, of any such Confidential Information.


6.6 Publicity. Without limiting the generality of the foregoing terms of this Article VI, neither party shall make any press release or similar public statement or, subject to Section 6.4, otherwise generally disclose the existence of arrangements between Zebra and Manufacturer or the existence of this Agreement, without the other party’s prior consent.
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