MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

“Confidential Information” shall include designs, concepts, building blocks, methodologies,
drawings, ideas, techniques, inventions, specifications, discoveries, models, data, source code,
object code, software, documentation, diagrams, flow charts, research, development, processes,
procedures, know-how, new product or new technology information, marketing techniques and
materials, marketing plans, timetables, strategies and development plans, customer names and
other information related to customers, pricing policies, financial information, any information
regarding clients of the other Party and the terms of this Agreement. “Confidential Information”
also shall include all information received from third parties that either Party is obligated to treat
as confidential.
5.02 Exceptions. “Confidential Information” does not include information that (i) was
or becomes available to the public other than as a result of a disclosure by the receiving Party or
its directors, officers, employees, agents, accountants, counsel or financial advisors (collectively
“Representatives”), (ii) was or becomes available to the receiving Party from a source other than
the disclosing Party or its Representatives, provided that such source is not known by the
receiving Party to be subject to a confidentiality agreement with or obligation to the disclosing
Party, (iii) was within the receiving Party’s possession prior to its being furnished to the
receiving Party by or on behalf of the disclosing Party, provided that the source of such
information was not known by the receiving Party to be subject to a confidentiality agreement
with or obligation to the disclosing Party in respect thereof, or (iv) is independently developed by
the receiving Party without reference to the disclosing Party’s Confidential Information.
5.03 Confidentiality Obligations. Each Party agrees that it will protect the Confidential
Information of the other Party through the exercise of no less protection and care than it
customarily uses in safeguarding its own confidential and proprietary information of like
character that it desires to retain in confidence, but always with the exercise of at least a
reasonable degree of care. Neither Party shall disclose to any third party (other than its
Representatives on a need-to-know basis) any Confidential Information of the other Party, and
each Party shall utilize such Confidential Information on a need-to-know basis only to the extent
necessary to effect the provisions and purposes of, and as expressly contemplated under the
terms of, this Agreement. Each Party shall take reasonable steps to advise its Representatives
of the confidential nature of Confidential Information and their obligations not to copy, reveal or
use Confidential Information except to the extent required to carry out the Parties’ obligations
under this Agreement and to require that Confidential Information be kept in a reasonably secure
location. Each Party will promptly notify the other if it believes that Confidential Information
has lost its status as such.
5.04 Permitted Disclosure. Notwithstanding anything in this Agreement to the
contrary, the receiving Party may disclose Confidential Information if required by Legal
Requirement or court, arbitral or governmental order or process, or any stock exchange listing or
trading agreements, provided that, unless impermissible under applicable Legal Requirement, the
receiving Party gives the disclosing Party prompt written notice of such requirement to permit
the disclosing Party to seek a protective order or other appropriate relief.
5.05 Return or Destruction of Confidential Information. Upon the written request of a
disclosing Party after the purpose for which Confidential Information has been furnished has
been accomplished or upon the expiration or termination of this Agreement, the receiving Party
C1-9
Exhibit C-1
Form of Initial Closing Transfer Documents