Netgear 2012 Annual Report Download - page 212

(iii)
Sellers may disclose such copies of the Transaction Agreements (including the schedules and exhibits
attached to such Transaction Agreements and the Sellers Disclosure Schedule) in connection with any material investment to be made
in Sellers or their Subsidiaries or in connection with a business combination involving, or change of control of, Sellers; provided
that
prior to disclosing such copies, Sellers shall have entered into a customary confidentiality agreement with the recipient of such copies
restricting the disclosure and use of such copies by such recipient in the same manner as any other confidential or proprietary
information disclosed by Sellers to such recipient.
(iv)
Buyers may disclose such copies of the Transaction Agreements (including the schedules and exhibits
attached to such Transaction Agreements and the Sellers Disclosure Schedule) in connection with any material investment to be made
in Buyers or their Subsidiaries or in connection with a business combination involving, or change of control of, Buyers; provided
that
prior to disclosing such copies, Buyers shall have entered into a customary confidentiality agreement with the recipient of such copies
restricting the disclosure and use of such copies by such recipient in the same manner as any other confidential or proprietary
information disclosed by Buyers to such recipient.
(v) To the extent this Section 8.5
imposes obligations on Sellers to protect the confidentiality of, or not to
disclose, any Shared Technology, any Jointly Owned Developed Technology (as defined in the Joint Development Agreement) or any
Technology licensed to Buyers or Sellers under the Cross-License Agreement or the Joint Development Agreement, Sellers’
obligations
shall be deemed limited solely to using the same, reasonable care and discretion as Sellers use with their own similar Technology of
like importance.
(vi) To the extent this Section 8.5
imposes obligations on Buyers to protect the confidentiality of, or not to
disclose, any Shared Technology, any Jointly Owned Developed Technology (as defined in the Joint Development Agreement) or any
Technology licensed to Sellers or Buyers under the Cross-License Agreement or the Joint Development Agreement, Buyers’
obligations shall be deemed limited solely to using the same, reasonable care and discretion as such Buyers use with their own similar
Technology of like importance.
8.6 Exclusivity
. Sellers shall not, and shall cause their Subsidiaries and their respective Affiliates, representatives, officers,
employees, directors and agents not to, directly or indirectly, (a) solicit, initiate, consider, entertain, encourage or accept the submission
of any proposal or offer from any Person (other than Buyers and their Affiliates in connection with the Transactions) relating to the
acquisition of the AirCard Business as a separate and stand-
alone acquisition or any portion of the Acquired Assets as separate and
distinct from the other assets of the Sellers (other than Inventory in the ordinary course of business consistent with past practice), (b)
participate in any discussions or negotiations (and as of the date hereof, Sellers shall immediately cease any discussions or negotiations
that are ongoing) regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort
or attempt by any third party to do or seek any of the foregoing, or (c) furnish any confidential information regarding the AirCard
Business or the Acquired Assets to any third party that is seeking to make, or has made, any such proposal or offer. Sellers will notify
Buyers promptly, and in any event within twenty-
four (24) hours, if any third party makes any proposal, offer, inquiry or contact with
respect to any acquisition of the AirCard Business as a separate and stand-
alone acquisition or any portion of the Acquired Assets as
separate and distinct from the other assets of the Sellers (other than Inventory in the ordinary course of business consistent with past
practice). Sellers shall be deemed to have breached the terms of this Section 8.6
if any of their Subsidiaries or any of their respective
Affiliates, representatives, officers, employees, directors or agents takes any action, whether in his or her capacity as such or in any
other capacity, that is prohibited by this Section 8.6 .
- 61 -