THE PERFORMANCE OF THIS AGREEMENT TO THE EXTENT THAT THE FOREGOING WAS MARKED BY
AGERE AS "CONFIDENTIAL" PRIOR TO DISCLOSURE THEREOF TO BUYER OR INFORMATION THAT
BY ITS NATURE WOULD REASONABLY BE CONSIDERED CONFIDENTIAL.
BUYER FURTHER AGREES
THAT ALL SUCH INFORMATION SHALL REMAIN THE PROPERTY OF AGERE AND THAT BUYER
SHALL NOT, UNLESS PERMITTED ELSEWHERE IN THIS AGREEMENT, MAKE ANY DISCLOSURE OF
SUCH INFORMATION TO ANYONE, EXCEPT TO EMPLOYEES, CUSTOMERS, INVESTORS
(PROSPECTIVE OR ACTUAL) OR CONTRACTORS OF BUYER TO WHOM SUCH DISCLOSURE IS
NECESSARY TO THE USE FOR WHICH RIGHTS ARE GRANTED HEREUNDER OR OTHERWISE IN
ACCORDANCE WITH THE LICENSES GRANTED TO BUYER HEREUNDER.
BUYER SHALL
APPROPRIATELY NOTIFY ALL EMPLOYEES TO WHOM ANY SUCH DISCLOSURE IS MADE THAT SUCH
DISCLOSURE IS MADE IN CONFIDENCE AND SHALL BE KEPT IN CONFIDENCE BY THEM.
NOTWITHSTANDING THE ABOVE IN THIS SECTION 15.03(B), BUYER MAY USE AND DISCLOSE
ANY OR ALL OF THE INFORMATION DESCRIBED IN THIS SECTION 15.03(B) ABOVE IN THE
MANNER THAT BUYER DISCLOSES ITS OWN INFORMATION OF LIKE NATURE SO LONG AS
SELLER'S INFORMATION IS ONLY SO DISCLOSED IN COMBINATION WITH BUYER'S
INFORMATION.
(C)
THE RESTRICTIONS UNDER THIS SECTION 15.03 ON THE USE OR DISCLOSURE OF SUCH
INFORMATION SHALL NOT APPLY TO SUCH INFORMATION:
(I)
WHICH IS INDEPENDENTLY DEVELOPED BY BUYER OR IS LAWFULLY RECEIVED FREE OF
RESTRICTION FROM ANOTHER SOURCE HAVING THE RIGHT TO SO FURNISH SUCH INFORMATION;
OR
(II)
AFTER IT HAS BECOME GENERALLY AVAILABLE TO THE PUBLIC BY ACTS NOT
ATTRIBUTABLE TO BUYER OR ITS EMPLOYEES, AGENTS OR CONTRACTORS; OR
(III)
WHICH AT THE TIME OF DISCLOSURE TO BUYER WAS KNOWN TO BUYER FREE OF
RESTRICTION AND EVIDENCED BY DOCUMENTATION IN BUYER'S POSSESSION; OR
(IV)
WHICH AGERE AGREES IN WRITING IS FREE OF SUCH RESTRICTIONS; OR
(V)
WHICH IS REQUESTED PURSUANT TO A JUDICIAL OR GOVERNMENTAL REQUEST,
REQUIREMENT OR ORDER UNDER LAW, PROVIDED THAT BUYER PROVIDES AGERE WITH
SUFFICIENT PRIOR NOTICE IN ORDER TO CONTEST SUCH REQUEST, REQUIREMENT OR ORDER
OR SEEK PROTECTIVE MEASURES.
16
15.04
SELLER AGREES:
(A)
THAT IT WILL NOT, WITHOUT BUYER'S EXPRESS WRITTEN PERMISSION OR AS
PROVIDED HEREIN OR IN THE PURCHASE AGREEMENT, OR AS OTHERWISE AGREED TO IN
WRITING, (I) USE IN ADVERTISING, PUBLICITY, OR OTHERWISE ANY TRADE NAME,
TRADEMARK, TRADE DEVICE, SERVICE MARK, SYMBOL OR ANY OTHER IDENTIFICATION OR ANY
ABBREVIATION, CONTRACTION OR SIMULATION THEREOF OWNED OR USED BY BUYER OR ANY OF
ITS RELATED COMPANIES OR ASSIGNED TO BUYER HEREUNDER, OR (II) REPRESENT,
DIRECTLY OR INDIRECTLY, THAT ANY PRODUCT OR SERVICE PRODUCED IN WHOLE OR IN PART
WITH THE USE OF ANY OF THE SOFTWARE, TECHNICAL INFORMATION OR PATENTS IS A
PRODUCT OR SERVICE OF BUYER OR ANY OF ITS RELATED COMPANIES; AND
(B)
THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, AND
PROVIDED THAT THE FOLLOWING SHALL IN NO WAY LIMIT SELLER'S EXERCISE OF THE
LICENSES GRANTED TO IT HEREUNDER, IT WILL HOLD IN CONFIDENCE FOR BUYER ALL PARTS
OF THE ASSIGNED SOFTWARE AND THE ASSIGNED TECHNICAL INFORMATION THAT PRIOR TO
THE TRANSFER THEREOF WAS CONSIDERED BY