AND INFORMATION CONCERNING ANY OTHER PARTY HERETO FURNISHED
IT BY SUCH OTHER PARTY OR ITS REPRESENTATIVES IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (TOGETHER WITH THE INFORMATION
REFERRED TO IN CLAUSE (I) ABOVE, THE "CONFIDENTIAL INFORMATION")), EXCEPT TO THE
EXTENT THAT ANY SUCH INFORMATION CAN BE SHOWN TO HAVE BEEN (A) PREVIOUSLY KNOWN
BY THE PARTY TO WHICH IT IS FURNISHED LAWFULLY AND WITHOUT BREACHING OR HAVING
BREACHED AN OBLIGATION OF SUCH PARTY OR THE DISCLOSING PARTY TO KEEP SUCH
DOCUMENTS AND INFORMATION CONFIDENTIAL, (B) IN THE PUBLIC DOMAIN THROUGH NO
FAULT OF THE DISCLOSING PARTY, OR (C) INDEPENDENTLY DEVELOPED BY THE DISCLOSING
PARTY WITHOUT USING OR HAVING USED THE CONFIDENTIAL INFORMATION.
(B)
EACH MEMBER AGREES THAT THE CONFIDENTIAL INFORMATION OF THE
COMPANY SHALL ONLY BE DISCLOSED IN SECRECY AND CONFIDENCE, AND IS TO BE
MAINTAINED BY THEM IN SECRECY AND CONFIDENCE SUBJECT TO THE TERMS HEREOF. EACH
MEMBER SHALL (I) NOT, DIRECTLY OR INDIRECTLY, USE THE CONFIDENTIAL INFORMATION
OF THE COMPANY, EXCEPT AS NECESSARY IN THE ORDINARY COURSE OF THE COMPANY'S
BUSINESS, OR DISCLOSE THE CONFIDENTIAL INFORMATION OF THE COMPANY TO ANY THIRD
PARTY AND (II) INFORM ALL OF ITS EMPLOYEES TO WHOM THE CONFIDENTIAL INFORMATION
OF THE COMPANY IS ENTRUSTED OR EXPOSED OF THE REQUIREMENTS OF THIS SECTION AND
OF THEIR OBLIGATIONS RELATING THERETO.
(C)
THE COMPANY SHALL PRESERVE THE CONFIDENTIALITY OF ALL CONFIDENTIAL
INFORMATION SUPPLIED BY THE MEMBERS AND THEIR AFFILIATES ("MEMBER INFORMATION")
TO THE SAME EXTENT THAT A MEMBER MUST PRESERVE THE CONFIDENTIALITY OF
CONFIDENTIAL INFORMATION PURSUANT TO SECTIONS 10.3(A) AND (B).
47
(D)
MEMBER INFORMATION SHALL NOT BE SUPPLIED BY THE COMPANY OR ITS
SUBSIDIARIES TO ANY PERSON WHO IS NOT AN EMPLOYEE OF THE COMPANY OR THE MANAGER,
INCLUDING ANY EMPLOYEE OF A MEMBER WHO IS NOT AN EMPLOYEE OF THE COMPANY OR THE
MANAGER. NOTWITHSTANDING THE FOREGOING, MEMBER INFORMATION MAY BE DISCLOSED TO
AUTHORIZED THIRD-PARTY CONTRACTORS OF THE COMPANY IF THE COMPANY DETERMINES THAT
SUCH DISCLOSURE IS REASONABLY NECESSARY TO FURTHER THE BUSINESS OF THE COMPANY,
AND IF SUCH CONTRACTOR EXECUTES A NON-DISCLOSURE AGREEMENT PREVENTING SUCH
CONTRACTOR FROM DISCLOSING SUCH MEMBER INFORMATION FOR THE BENEFIT OF EACH
PROVIDER OF MEMBER INFORMATION IN A FORM REASONABLY ACCEPTABLE TO THE FOUNDING
MEMBERS. MEMBER INFORMATION DISCLOSED BY ANY MEMBER TO THE COMPANY OR THE
MANAGER SHALL NOT BE SHARED WITH ANY OTHER MEMBER THAT IS NOT THE MANAGER
WITHOUT THE DISCLOSING MEMBER'S WRITTEN CONSENT.
10.4
Injunctive Relief. The Company and each Member acknowledge and agree
that a violation of any of the terms of this Agreement will cause the other
Members and the Company, as the case may be, irreparable injury for which an
adequate remedy at law is not available. Accordingly, it is agreed that each of
the Members and the Company will be entitled to an injunction, restraining order
or other equitable relief to prevent breaches of the provisions of this
Agreement and to enforce specifically the terms and provisions hereof in any
court of competent jurisdiction, in addition to any