WeightWatchers 2015 Annual Report Download - page 148

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13
10.4 Public Announcements Concerning this Agreemen
t
. All press releases or other written public communications of any
sort relating to this Agreement and the consummation of the transactions contemplated hereby, or any transactions
arising therefrom, will be subject to the prior written mutual approval of the Parties; provided, however, that nothing
herein will prevent WW (including its designees, including direct and indirect subsidiaries) from making public
announcements, releases or disclosures to the extent required to comply with the requirements of any law, rule,
regulation or any listing agreement with any securities exchange or, as WW may otherwise deem necessary as a publicly
traded compan
y
.
10.5 Confidential Information. OW acknowledges that all information relating to the business and operations of WW which
is disclosed to one or both of them, or which one or both of them acquires, during the Term of this Agreement, including
without limitation, any data, programs, campaigns, materials, records, papers, documents, questions, guides, transcripts,
findings, studies, databases, surveys, results, presentations, reports, analyses, customer, client or user information,
experience, formulae, methods, processes, techniques, strategies and business plans are valuable, proprietary
information of WW (“Confidential Information”). For purposes of this Section, all recipes, formulations, specifications,
costs, expenses, projected and actual sales, communications, advertising and promotional strategies and business plans
for marketing the Weight Watchers Programs developed by WW or in collaboration with OW in contemplation of and
during the continuance of this Agreement shall be considered Confidential Information owned by WW. OW
acknowledges the need to preserve the secrecy and confidentiality of the Confidential Information, during and after the
termination or expiration of this Agreement and neither shall disclose or use, directly or indirectly, the Confidential
Information for any purpose other than the performance of its obligations under this Agreement. OW (and her
designees) shall handle and protect Confidential Information with the same degree of care that it applies to its own
Confidential Information, but in no event less than reasonable care. OW agrees to restrict the disclosure of Confidential
Information to those of her representatives having a need to know and to ensure that any such representative who has
access to the Confidential Information comply with the terms and conditions of this Agreement in the same manner as
they are bound hereby, or by a separate written agreement with terms at least as protective of the Confidential
Information as this Agreement. The obligation of confidentiality set forth herein shall not apply to information which
(a) was publicly available at the time of the disclosure to the receiving Party; (b) subsequently becomes publicly
available through no fault of the receiving Party; (c) is rightfully acquired by the receiving Party from a third party who
is not in breach of a confidential obligation with regard to such information; (d) is independently known by the
receiving party whether prior to or during the Term of this Agreement; or (e) is disclosed with the written consent of
WW.
10.6 Entire Agreemen
t
. This Agreement (including the preamble statements and exhibits annexed hereto, all of which
constitute operative provisions of this