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All Proprietary Information furnished by Zoellner or a Business to you will be deemed confidential and not disclosed or utilized by you except as provided herein. The term Proprietary Information does not include any information which is (i) generally available to the public; (ii) is or was available to the undersigned on a non-confidential basis from a source other than Zoellner, Garten & Company or the Business, or (iii) has been independently acquired or developed by the undersigned without violating any of the undersigned’s obligations under this Agreement.
Unless Business otherwise agrees in writing, you will not disclose, reveal or utilize any Proprietary Information about the Business to any persons or entities other than your employees or your representatives actively and directly participating in the evaluation of the information for any purpose other than in the connection with the possible acquisition of the Business. Such employees or representatives are also covered by this Agreement and you shall inform them of the terms and conditions of this Agreement under which the Proprietary Information is being disclosed. You also agree to not use the Proprietary Information to further your business or any business that does or may compete with the Business.
You agree that unless Zoellner specifically gives you permission, you will not have conversations with nor will you meet with the Owner(s) or Representatives of the Business unless a Zoellner representative is present.
You acknowledge that if you violate the terms and conditions of this Agreement and/or make an unauthorized disclosure of the Proprietary Information or even that the Business may be for sale, you will cause irreparable harm and damage to the Business. Should you determine that you do not wish to pursue the acquisition, you shall promptly advise Zoellner of this fact and deliver to us all Proprietary Information furnished to you, without retaining copies, summaries, analyses or extracts thereof and certify same to us.