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Director Confidentiality Agreement

Confidentiality Agreement

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 This Confidentiality Agreement involves

ENDO INTERNATIONAL PLC | TPG Global, LLC

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Title: DIRECTOR CONFIDENTIALITY AGREEMENT
Governing Law: Pennsylvania     Date: 5/5/2016
Industry: Biotechnology and Drugs     Sector: Healthcare

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Exhibit 10.2

DIRECTOR CONFIDENTIALITY AGREEMENT

THIS DIRECTOR CONFIDENTIALITY AGREEMENT (this “ Agreement ”) is entered into as of May 5, 2016 and is effective upon the date hereof, by and between Endo International plc, a public limited company incorporated under the laws of Ireland (“ Endo ”), Todd B. Sisitsky, an individual (“ Sisitsky ”), and TPG Global, LLC (“ TPG ” or, either Sisitsky or TPG, a “ receiving party ”).

WHEREAS, concurrently with the execution of this Agreement, Sisitsky is being appointed to serve on the Board of Directors of Endo; and

WHEREAS, in connection with Sisitsky’s appointment, the parties may disclose to each other certain non-public confidential and proprietary information pertaining to such possible relationship, as set forth below.

NOW THEREFORE , the parties hereto, intending to be legally bound, agree as follows:

 

1.

For purposes of this Agreement, “Confidential Information” shall mean all non-public and proprietary information that has been or will be disclosed by one party, or one of its Affiliates to the other party, or one of its Affiliates, whether set forth orally or in writing which may relate to among other things, their respective business interests, technical information, clinical data, product specifications, product development plans and ideas, marketing plans and ideas, manufacturing information, financial information, strategic considerations or business operations. Endo Confidential Information may also include non-public and proprietary information of its Affiliates.

For purposes of this Agreement, “Affiliate” means with respect to a particular party, a person, corporation or partnership or other entity that controls, is controlled by or under common control with such party. For the purposes of this definition, “control” (including the correlative meaning, the terms “controlled by” or “under common control with”) means the actual power, either directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of such entity, whether by ownership of fifty percent (50%) or more of the voting stock of such entity, or by contract or otherwise.

 

2.

The parties hereby agree that the following shall not be considered Confidential Information subject to this Agreement:

 

 

(a)

information that, prior to the time of disclosure, is in the public domain;

 

 

(b)

information that, after disclosure, becomes part of the public domain by publication or otherwise; provided that such publication is not in violation of this Agreement or, to the receiving party’s knowledge, any other confidentiality agreement to which Sisitsky, TPG or any of their respective Affiliates is party;


Director Confidentiality Agreement

 

 

(c)

information that the receiving party can establish in writing was already known to it or was in its possession prior to the time of disclosure and was not acquired, directly or indirectly, from the disclosing party;

 

 

(d)

information that the receiving party lawfully received from a third party; provided however, that such third party was not obligated to hold such information in confidence;

 

 

(e)

information that was independently developed by the receiving party without reference to any Confidential Information as established by appropriate documentation; and

 

 

(f)

information that the receiving party is compelled to disclose by a court or other tribunal of competent jurisdiction; provided, however, that in such case the receiving party shall immediately give as much advance notice as feasible to the disclosing party so that the disclosing party may seek a protective order or other remedy from said court or tribunal. In any event, the receiving party shall disclose only that portion of the Confidential Information that, in the opinion of its legal counsel, is legally required to be disclosed and will exercise reasonable efforts to ensure that any such information so disclosed will be accorded confidential treatment by said court or tribunal.

 

3.

Subject to paragraph 4, the receiving party and the TPG Recipients (as defined below) shall not use Confidential Information of the disclosing party for any purpose other than for the purpose of Sisitsky’s service as a director of Endo; provided , however , that Sisitsky and the TPG Recipients (as defined below) shall be entitled, subject to compliance with applicable law, to use Confidential Information for purposes of monitoring, managing and making investment, voting, governance or other decisions relating to TPG’s and its Affiliates’ investment in Endo.

 

4.

The receiving party will not disclose any such Confidential Information to any person; provided , however , that Confidential Information may be disclosed by Sisitsky or any TPG Recipient to (i) in the case of Confidential Information that is financial performance information regarding the Company, any employees, attorneys, independent contractors designated as senior advisors, directors and officers of TPG or its Affiliates (excluding portfolio companies) (the “ TPG Recipients ”) and (ii) in all cases, to TPG Recipients who serve on the investment committee of TPG Capital or to any partners, employees and senior advisors of TPG or any of its Affiliates that need to know such information for the purposes set forth in paragraph 3, in the case of each of clauses (i) and (ii) so long as such TPG Recipients have relevant knowledge or expertise and are bound by confidentiality obligations at least as restrictive as those contained in this Agreement. TPG represents and warrants that it has instituted reasonable procedures to ensure compliance with the foregoing restrictions on disclosures to TPG Recipients and agrees that it will reasonably cooperate with Endo to institute further procedures that are necessary or appropriate to protect Confidential Information of Endo.

 

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Director Confidentiality Agreement

 

5.

Upon written request of the disclosing party, the receiving party shall return promptly to the disclosing party (or, at the receiving party’s option, destroy) all Confidential Information furnished to it, including any copies thereof and notes, extracts, or derivative materials based thereon (provided that if the receiving party so opts to destroy, the receiving party shall confirm and certify such destruction in writing to the disclosing party); and until this Agreement is terminated or until the expiration of the confidentiality obligations set forth in this Agreement, shall keep confidential and not use in any way detrimental to the disclosing party any analyses, compilations, studies or other docume


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