PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
(q)
The Lender agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (i) to its Affiliates and its
Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (ii) to the
extent requested by any regulatory authority, (iii) to the extent
Parexel International Corporation
December 20, 2012
Page 16
required by applicable laws or regulations or by any subpoena or similar legal
process, (iv) in connection with the exercise of any remedies hereunder or any
suit, action or proceeding relating to this Agreement or the enforcement of
rights hereunder, (v) subject to an agreement containing provisions
substantially the same as those of this Paragraph 6(q), to any assignee of or
participant in, or any prospective assignee of or participant in, any of its
rights or obligations under this Agreement, (vi) with the consent of the
Borrower or (vii) to the extent such Information (1) becomes publicly available
other than as a result of a breach of this Paragraph 6(q) or (2) becomes
available to the Lender on a nonconfidential basis from a source other than the
Borrower. For the purposes of this Paragraph 6(q), "Information" means all
information received from the Borrower relating to the Borrower or its business,
other than any such information that is available to the Lender on a
nonconfidential basis prior to disclosure by the Borrower or any Subsidiary
Guarantor. Any Person required to maintain the confidentiality of Information as
provided in this Paragraph 6(q) shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to
its own confidential information. The Lender agrees to use reasonable commercial
efforts (if it may legally do so) to provide prior notice of any disclosure of
Information pursuant to clauses (ii) or (iii) above.
THE LENDER ACKNOWLEDGES THAT INFORMATION (AS DEFINED ABOVE) FURNISHED TO IT
PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION
CONCERNING THE BORROWER AND ITS AFFILIATES OR THEIR RESPECTIVE SECURITIES, AND
CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF
MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC
INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING
FEDERAL AND STATE SECURITIES LAWS.
ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE
BORROWER PURSUANT TO THIS AGREEMENT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION
ABOUT THE BORROWER AND ITS AFFILIATES OR THEIR RESPECTIVE SECURITIES.
ACCORDINGLY, THE LENDER REPRESENTS TO THE BORROWER THAT IT HAS IDENTIFIED TO THE
BORROWER IN THE NOTICE PROVISIONS ABOVE A CREDIT CONTACT WHO MAY RECEIVE
INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE