OF CARE IT USES TO MAINTAIN ITS OWN INFORMATION IN CONFIDENCE, BUT IN
ANY CASE, NO LESS THAN REASONABLE COMMERCIAL DILIGENCE, AND WILL NOT USE SUCH
INFORMATION FOR ITSELF OR DISCLOSE IT TO OTHERS EXCEPT AS NECESSARY TO FULFILL
ITS OBLIGATIONS OR EXERCISE ITS RIGHTS UNDER THIS AGREEMENT; PROVIDED
15
CONFIDENTIAL
CERTAIN INFORMATION HAS BEEN REDACTED
CONFIDENTIAL TREATMENT REQUESTED
THAT THE RECEIVING PARTY SHALL NOT DISCLOSE THE DISCLOSING PARTY'S CONFIDENTIAL
INFORMATION TO ANY EMPLOYEE OR THIRD PARTY UNLESS SUCH EMPLOYEE OR THIRD PARTY
IS UNDER A DUTY OF CONFIDENTIALITY WITH RESPECT TO SUCH INFORMATION AT LEAST AS
PROTECTIVE AS THE DUTY SET FORTH IN THIS SECTION, EXCEPT AS PROVIDED IN
EXHIBIT C.
SUCH OBLIGATION OF CONFIDENTIALITY AND NON-USE SHALL NOT APPLY TO
INFORMATION WHICH (I) IS KNOWN TO THE RECEIVING PARTY PRIOR TO THE DISCLOSURE AS
DEMONSTRATED BY DOCUMENTARY EVIDENCE, (II) IS PUBLICLY KNOWN AS OF THE DATE OF
THE DISCLOSURE, (III) BECOMES PUBLICLY KNOWN AFTER THE DATE OF DISCLOSURE
THROUGH NO FAULT OF THE RECEIVING PARTY, (IV) IS RECEIVED FROM A THIRD PARTY WHO
HAS, TO THE RECEIVING PARTY'S KNOWLEDGE, NO OBLIGATION OF CONFIDENTIALITY TO THE
DISCLOSING PARTY OR (V) IS DEVELOPED INDEPENDENTLY BY THE RECEIVING PARTY AS
DEMONSTRATED BY DOCUMENTARY EVIDENCE.
SUCH OBLIGATION OF CONFIDENTIALITY AND
NON-USE SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT.
THE
RESTRICTIONS ON DISCLOSURE CONTAINED IN THIS SECTION 11.1 SHALL NOT APPLY TO ANY
INFORMATION WHICH IS REQUIRED TO BE DISCLOSED BY COURT RULE OR GOVERNMENTAL LAW
OR REGULATION, PROVIDED THAT THE RECEIVING PARTY GIVES THE DISCLOSING PARTY
PROMPT NOTICE OF ANY SUCH REQUIREMENT AND COOPERATES WITH THE DISCLOSING PARTY,
AT THE DISCLOSING PARTY'S EXPENSE, IN ATTEMPTING TO LIMIT SUCH DISCLOSURE.
11.2
INTENTIONALLY DELETED
11.3
PUBLICITY.
UNLESS REQUIRED BY LAW, NEITHER PARTY
WILL ORIGINATE ANY PUBLICITY, NEWS RELEASE, OR OTHER PUBLIC ANNOUNCEMENT,
WRITTEN OR ORAL, WHETHER TO THE PUBLIC, PRESS OR OTHERWISE, RELATING TO THIS
AGREEMENT OR ANY AMENDMENT HERETO OR TO PERFORMANCE HEREUNDER OR THE EXISTENCE
OF AN ARRANGEMENT BETWEEN THE PARTIES, WITHOUT THE PRIOR WRITTEN APPROVAL OF THE
OTHER PARTY, SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD.
11.4
USE OF NAMES IN PROMOTIONS.
NEITHER PARTY SHALL
USE THE NAME OF THE OTHER FOR ADVERTISING OR PROMOTIONAL CLAIMS WITHOUT THE
PRIOR WRITTEN CONSENT OF THE OTHER PARTY.
11.5
DAMAGES INADEQUATE.
THE PARTIES ACKNOWLEDGE THAT
MONETARY DAMAGES MAY BE AN INADEQUATE REMEDY FOR ANY BREACH BY A PARTY OF ITS
OBLIGATIONS UNDER SECTION 10.1 AND SECTIONS 11.1 THROUGH 11.3 AND THAT THE
NON-BREACHING PARTY SHALL BE ENTITLED TO SEEK INJUNCTIVE RELIEF AND SPECIFIC
PERFORMANCE TO ENFORCE THE BREACHING PARTY'S OBLIGATIONS, IN ADDITION TO
WHATEVER REMEDIES THE NON-BREACHING PARTY MAY BE ENTITLED TO.
11.6
RETURN.
EACH PARTY SHALL RETURN ALL CONFIDENTIAL
INFORMATION OF THE OTHER PARTY IN ITS POSSESSION WITHIN TEN (10) DAYS AFTER ANY
EXPIRATION OR TERMINATION OF THIS AGREEMENT OR OTHERWISE UPON THE OTHER PARTY'S
REQUEST.
12.
TERM AND TERMINATION.
12.1
TERM; RENEWAL.
UNLESS SOONER TERMINATED AS
PROVIDED IN SECTION 12.2 BELOW, THIS AGREEMENT SHALL HAVE A TERM COMMENCING ON