or (iv)
the receiving party independently develops without benefit of any Confidential
Information of the disclosing party.
5.2
USE OF CONFIDENTIAL INFORMATION.
A)
EXCEPT AS EXPRESSLY PERMITTED OR REQUIRED IN CARRYING OUT THIS AGREEMENT,
THE RECEIVING PARTY OF ANY CONFIDENTIAL INFORMATION DISCLOSED BY A DISCLOSING
PARTY SHALL NOT USE SUCH CONFIDENTIAL INFORMATION OR DISCLOSE SUCH CONFIDENTIAL
INFORMATION TO ANY THIRD PARTY, EITHER DURING THE TERM OF THIS AGREEMENT OR FOR
THREE (3) YEARS THEREAFTER, WITHOUT THE PRIOR WRITTEN CONSENT OF THE DISCLOSING
PARTY. THE RECEIVING PARTY SHALL USE THE DISCLOSING PARTY'S CONFIDENTIAL
INFORMATION ONLY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND TO THE
EXTENT PERMITTED IN THE LICENSES GRANTED IN THIS AGREEMENT. THE RECEIVING PARTY
SHALL PROTECT SUCH CONFIDENTIAL INFORMATION WITH THE SAME DEGREE OF CARE USED TO
PROTECT ITS OWN PROPRIETARY INFORMATION OF LIKE IMPORTANCE, BUT WITH NO LESS
THAN A REASONABLE DEGREE OF CARE.
B)
NOTHING IN THIS AGREEMENT SHALL PROHIBIT EITHER PARTY FROM DISCLOSING
CONFIDENTIAL INFORMATION OF THE OTHER PARTY IF LEGALLY REQUIRED TO DO SO BY
JUDICIAL OR GOVERNMENTAL ORDER OR BY DEPOSITION, INTERROGATORY, REQUEST FOR
DOCUMENTS, SUBPOENA, CIVIL INVESTIGATIVE DEMAND OR SIMILAR PROCESS IN A JUDICIAL
OR GOVERNMENTAL PROCEEDING, OR AS OTHERWISE REQUIRED BY LAW ("REQUIRED
DISCLOSURE"); PROVIDED THAT THE DISCLOSING PARTY SHALL (I) GIVE THE OTHER PARTY
PROMPT NOTICE OF SUCH REQUIRED DISCLOSURE PRIOR TO DISCLOSURE, (II) COOPERATE
WITH THE OTHER PARTY IN THE EVENT THAT IT ELECTS TO CONTEST SUCH DISCLOSURE OR
SEEK A PROTECTIVE ORDER WITH RESPECT TO IT AND (III) IN ANY EVENT ONLY DISCLOSE
THE EXACT CONFIDENTIAL INFORMATION, OR PORTION THEREOF, SPECIFICALLY REQUESTED
OR REQUIRED BY THE REQUIRED DISCLOSURE.
C)
THE SPECIFIC TERMS OF THIS AGREEMENT SHALL NOT BE DISCLOSED BY EITHER
PARTY TO ANY THIRD PARTY WITHOUT THE PRIOR WRITTEN APPROVAL OF THE OTHER PARTY
EXCEPT (I) AS MAY BE REQUIRED BY LAW OR BY ANY COMPETENT GOVERNMENT AUTHORITY OR
(II) SUCH LIMITED DISCLOSURES AS MAY BE REASONABLY NECESSARY TO EITHER PARTY'S
BANKERS, INVESTORS OR POTENTIAL INVESTORS, ATTORNEYS AND ACCOUNTANTS. EXCEPT IN
REGARD TO DISCLOSURES ABOUT THE TERMS OR THIS AGREEMENT OR THE RELATIONSHIP OF
THE PARTIES, ANY SUCH DISCLOSURE SHALL BE SUBJECT TO CONFIDENTIALITY TERMS NO
LESS RESTRICTIVE THAN THOSE CONTAINED IN THIS SECTION 5 AND THE AGREEMENT.
5.3
No Licenses or Warranties for Confidential Information. All Confidential
Information shall remain the property of the respective disclosing party. Except
as otherwise provided in this Agreement, no license under any intellectual
property right is granted or implied by the conveying of Confidential
Information to the receiving party. None of the Confidential Information which
may be disclosed by the disclosing party shall constitute any representation,
warranty, assurance, guarantee, or inducement by the disclosing party of any
kind, including the non-infringement of any intellectual property rights, or
other rights of third persons or of the disclosing party.
6.
INTELLECTUAL PROPERTY RIGHTS.
WPT acknowledges that CyberArts and its licensors, retain all intellectual
property rights and title (including any patent, copyright, trademark, trade
secret, and other rights) in and to all of