Netgear 2012 Annual Report Download - page 210

confidentiality of such information consistent with such applicable Law or Order. For all purposes of and under this Agreement, the
term “ Business Confidential Information ”
shall mean all information of a confidential or proprietary nature (whether or not
specifically labeled or identified as “confidential”),
in any form or medium, to the extent related to the business, products, financial
condition, services, or research or development of the AirCard Business, or the suppliers, distributors, customers, employees,
independent contractors or other business relations of the AirCard Business, including the following: (i) internal business and financial
information (including information relating to strategic and staffing plans and practices, business, finances, training, marketing,
promotional and sales plans and practices, cost, rate and pricing structures and accounting and business methods); (ii) identities of,
individual requirements of, specific contractual arrangements with, and information about, the AirCard Business, the suppliers,
distributors, customers, employees, independent contractors or other business relations of the AirCard Business and their confidential
information; (iii) trade secrets, know how, compilations of data and analyses, techniques, systems, formulae, recipes, research, records,
reports, manuals, documentation, models, data and databases relating thereto; (iv) inventions, innovations, improvements,
developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable); and (v)
any other Technology.
(c)
For a period of five (5) years after the Closing, unless required by Law or Order to disclose any Retained
Business Confidential Information, as is necessary to perform its covenants, agreements and obligations, or exercise its rights or
ownership, under this Agreement or any of the other Transaction Agreements, or as explicitly permitted by this Section 8.5 or
Section
8.7
or any other provision of this Agreement or any of the other Transaction Agreements, Buyers agree not to use or disclose at any
time (and shall cause each of their Subsidiaries and controlled Affiliates not to use or disclose at any time) any Retained Business
Confidential Information. In the event Buyers or any of their controlled Affiliates are required by Law or Order to disclose any
Retained Business Confidential Information, Buyers shall promptly notify Sellers in writing (unless such requirement is in relation to
any Action to which Buyers or any of their Subsidiaries are a party), which notification shall include the nature of the legal requirement
and the extent of the required disclosure, and Buyers and their controlled Affiliates shall cooperate with Sellers and Buyers to preserve
the confidentiality of such information consistent with such applicable Law or Order. For all purposes of and under this Agreement, the
term “ Retained Business Confidential Information ”
shall mean all information of a confidential or proprietary nature (whether or not
specifically labeled or identified as “confidential”),
in any form or medium, to the extent delivered in connection with the
consummation of the Transactions and related to the business, products, financial condition, services, or research or development of the
Retained Business, or the suppliers, distributors, customers, employees, independent contractors or other business relations of the
Retained Business, including the following: (i) internal business and financial information (including information relating to strategic
and staffing plans and practices, business, finances, training, marketing, promotional and sales plans and practices, cost, rate and pricing
structures and accounting and business methods); (ii) identities of, individual requirements of, specific contractual arrangements with,
and information about, the Retained Business, the suppliers, distributors, customers, employees, independent contractors or other
business relations of the Retained Business and their confidential information; (iii) trade secrets, know how, compilations of data and
analyses, techniques, systems, formulae, recipes, research, records, reports, manuals, documentation, models, data and databases
relating thereto; (iv) inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all
similar or related information (whether or not patentable); and (v) any other Technology.
(d)
For a period of five (5) years after the Closing, unless required by Law or Order to disclose any Transaction
Confidential Information, as is necessary to perform its covenants, agreements and obligations, or exercise its rights or ownership,
under this Agreement or any of the other Transaction
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