ON THE ADVICE OF COUNSEL, IDEARC
CONCLUDES THAT SUCH REDACTION REQUEST IS INCONSISTENT WITH IDEARC'S OBLIGATIONS
UNDER APPLICABLE LAWS.
(II)
BECAUSE PROVIDER PERSONNEL MAY, BY NATURE
OF THE AGREEMENT, HAVE ACCESS TO IDEARC'S FINANCIAL INFORMATION AND OTHER
INFORMATION THAT, IF UTILIZED OR DISCLOSED COULD LEAD TO VIOLATIONS OF THE
APPLICABLE SECURITIES LAWS, PROVIDER COVENANTS THAT IT: (I) WILL NOT TRADE IN
SECURITIES OF IDEARC IN VIOLATION OF ANY APPLICABLE SECURITIES LAWS; AND
(II) WILL IMPLEMENT AND MAINTAIN A POLICY THAT ITS EMPLOYEES, AGENTS, AND
CONTRACTORS WILL NOT TRADE IN THE SECURITIES OF IDEARC IN VIOLATION OF ANY
APPLICABLE SECURITIES LAWS.
AS PART OF THAT POLICY, PROVIDER WILL REQUIRE ITS
EMPLOYEES HAVING ACCESS TO IDEARC CONFIDENTIAL INFORMATION TO SIGN WRITTEN
STATEMENTS INDICATING THAT THEY ARE AWARE OF THE POLICY AGAINST TRADING IN
SECURITIES OF IDEARC IN VIOLATION OF APPLICABLE SECURITIES LAWS, AND THAT WILL
ABIDE BY SUCH POLICY.
THE POLICY IMPLEMENTED BY PROVIDER WILL SPECIFICALLY
ADVISE ITS EMPLOYEES OF THEIR POTENTIAL STATUS AS "INSIDERS" FOR PURPOSES OF
SECTIONS 10 AND 16 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND THE
APPLICABLE RULES PROMULGATED THEREUNDER.
(E)
LOSS OF CONFIDENTIAL INFORMATION.
EACH
PARTY SHALL (I) PROMPTLY NOTIFY THE OTHER PARTY OF ANY POSSESSION, USE,
KNOWLEDGE, DISCLOSURE, OR LOSS OF SUCH OTHER PARTY'S CONFIDENTIAL INFORMATION IN
BREACH OF THE AGREEMENT; (II) PROMPTLY FURNISH TO THE OTHER PARTY ALL KNOWN
DETAILS AND ASSIST SUCH OTHER PARTY IN INVESTIGATING AND PREVENTING THE
REOCCURRENCE OF SUCH POSSESSION, USE, KNOWLEDGE, DISCLOSURE, OR LOSS;
(III) COOPERATE WITH THE OTHER PARTY IN ANY INVESTIGATION OR LITIGATION DEEMED
NECESSARY BY SUCH OTHER PARTY TO PROTECT ITS RIGHTS; AND (IV) PROMPTLY USE
COMMERCIALLY REASONABLE EFFORTS TO PREVENT FURTHER POSSESSION, USE, KNOWLEDGE,
54
DISCLOSURE, OR LOSS OF CONFIDENTIAL INFORMATION IN BREACH OF THE AGREEMENT.
IF
A PARTY BREACHES ITS CONFIDENTIALITY OBLIGATIONS UNDER THIS SECTION 12.3, IN
ADDITION TO ANY OTHER RIGHTS OR REMEDIES THE OTHER PARTY MAY HAVE, SUCH
BREACHING PARTY SHALL REIMBURSE THE OTHER PARTY FOR ALL COSTS AND EXPENSES
(INCLUDING INTERNAL COSTS) INCURRED BY SUCH OTHER PARTY IN CONNECTION WITH THIS
SECTION 12.3(E).
(F)
NO IMPLIED RIGHTS.
NOTHING CONTAINED IN
THIS SECTION 12.3 SHALL BE CONSTRUED AS OBLIGATING A PARTY TO DISCLOSE ITS
CONFIDENTIAL INFORMATION TO THE OTHER PARTY, OR AS GRANTING TO OR CONFERRING ON
A PARTY, EXPRESSLY OR IMPLIEDLY, ANY RIGHTS OR LICENSE TO ANY CONFIDENTIAL
INFORMATION OF THE OTHER PARTY.
(G)
SURVIVAL.
THE PARTIES' OBLIGATIONS OF
NON-DISCLOSURE AND CONFIDENTIALITY UNDER THE AGREEMENT SHALL SURVIVE THE
EXPIRATION OR TERMINATION OF THE AGREEMENT INDEFINITELY.
ARTICLE XIII
PROPRIETARY RIGHTS
13.1.
IDEARC MATERIALS.
(A)
OWNERSHIP OF IDEARC MATERIALS.
IDEARC
SHALL BE THE SOLE AND EXCLUSIVE OWNER OF THE FOLLOWING ITEMS (COLLECTIVELY, THE
"IDEARC MATERIALS"):
(I)
ALL MATERIALS OWNED BY IDEARC AS OF THE
EFFECTIVE DATE AND ALL DERIVATIVE WORKS OF SUCH MATERIALS DEVELOPED IN
CONNECTION WITH THE SERVICES (INCLUDING SUCH DERIVATIVE WORKS SO DEVELOPED UNDER
THE AGREEMENT JOINTLY WITH OR SOLELY BY PROVIDER), INCLUDING ALL UNITED STATES
AND FOREIGN INTELLECTUAL PROPERTY RIGHTS THEREIN;
(II)
ALL MATERIALS ACQUIRED BY IDEARC,