TO TAKE
REASONABLE STEPS NECESSARY TO INSURE THAT PERSONS HAVING ACCESS TO LICENSEE'S
DERIVATIVE WORKS REFRAIN FROM ANY UNAUTHORIZED REPRODUCTION OR DISCLOSURE OF
SUCH INFORMATION AND DATA OTHER THAN TO THOSE EMPLOYEES OF LICENSOR WHO (I) HAVE
A NEED TO HAVE SUCH ACCESS IN ORDER TO ENABLE LICENSEE TO UTILIZE THE SOFTWARE
AS CONTEMPLATED BY THIS AGREEMENT, AND (II) HAVE BEEN ADVISED OF AND HAVE AGREED
TO TREAT SUCH DERIVATIVE WORKS AS CONFIDENTIAL.
LICENSOR AGREES TO TAKE
REASONABLY NECESSARY SECURITY MEASURES IN ORDER TO SATISFY ITS OBLIGATIONS OF
NONDISCLOSURE HEREUNDER.
LICENSOR AGREES TO NOTIFY LICENSEE PROMPTLY OF THE
CIRCUMSTANCES SURROUNDING ANY UNAUTHORIZED POSSESSION, USE OR KNOWLEDGE OF ANY
PART OF LICENSEE'S DERIVATIVE WORKS OR PHYSICAL EMBODIMENTS THEREOF, THE
DOCUMENTATION THEREFORE, OR OTHER INFORMATION MADE AVAILABLE TO LICENSOR
PURSUANT TO THIS AGREEMENT.
LICENSOR ACKNOWLEDGES AND AGREES THAT IN THE EVENT
OF AN UNAUTHORIZED REPRODUCTION OR DISCLOSURE OF ANY CONFIDENTIAL INFORMATION OR
DATA SUBJECT TO THIS SECTION, LICENSEE WILL NOT HAVE AN ADEQUATE REMEDY AT LAW
AND THEREFORE INJUNCTIVE OR OTHER EQUITABLE RELIEF WOULD BE PROPER TO RESTRAIN
SUCH REPRODUCTION OR DISCLOSURE, THREATENED OR ACTUAL.
2.3
ALLEE AND LICENSOR EACH COVENANT AND AGREE THAT FOR A PERIOD OF
FIVE (5) YEARS FOLLOWING THE EFFECTIVE DATE, THEY SHALL NOT DEVELOP, SUPPORT,
MARKET, SELL, OR OTHERWISE PROMOTE, EITHER DIRECTLY OR INDIRECTLY, ANY PRODUCT
WITH SUBSTANTIALLY SIMILAR FUNCTIONALITY TO THE SOFTWARE IN THE FIELD OF TRAVEL
APPLICATIONS. SO LONG AS (AND ONLY SO LONG AS) ALLEE OWNS, CONTROLS AND MANAGES
LICENSOR, NOTHING IN THIS SECTION 2.3 SHALL PRECLUDE ALLEE OR LICENSOR FROM
DEVELOPING, MARKETING OR SUPPORTING SOFTWARE FOR VENUE-SPECIFIC TRAVEL
ATTRACTIONS. BY WAY OF EXAMPLE, LICENSOR WOULD HAVE THE ABILITY TO PERFORM
SOFTWARE SERVICES IN CONNECTION WITH CAMPGROUNDS, CONCERT HALLS, NATURE TOURS,
HISTORIC TOURS AND THE LIKE, BUT NOT IF COUPLED WITH OTHER TRAVEL APPLICATIONS.
BY WAY OF AMPLIFICATION, NOTHING HEREIN SHALL EVER PERMIT ALLEE OR LICENSOR
(DURING THE RESTRICTED PERIOD) TO PERFORM SOFTWARE SERVICES FOR AIRLINES (OTHER
THAN UNDER THE EXISTING LICENSE AGREEMENT) OR TRAVEL AGENCIES OR FOR ON-LINE
BOOKING SERVICES FOR AIR TRANSPORTATION, HOTELS, RENTAL CARS OR TRAVEL
PACKAGES.
FURTHER, ALLEE (BUT NOT LICENSOR) SHALL NOT BE PRECLUDED FROM
CONSULTING ON AN HOURLY FEE FOR SERVICE BASIS CONCERNING TRAVEL OR RESERVATION
MATTERS, BUT SHALL NOT BE PERMITTED TO SELL OR DEVELOP SOFTWARE IN THAT ROLE.
ALLEE MAY ALSO REQUEST LICENSEE'S CONSENT TO OTHER ACTIVITIES NOT INTERFERING
WITH LICENSEE'S USE OR PLANNED USE OR MARKETING OF THE SOFTWARE, AND LICENSEE'S
CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
AS A CONDITION TO PERMITTING
LICENSOR OR ALLEE TO PERFORM SERVICES WITHIN THE EXCEPTIONS PROVIDED IN THIS
SECTION 2.3, LICENSOR AND ALLEE SHALL BE REQUIRED TO REPORT TO LICENSEE MONTHLY
(OR AT SUCH OTHER INTERVALS TO WHICH PARTIES MAY AGREE) AS TO ALL ACTIVITIES
CONDUCTED BY LICENSOR OR ALLEE WITHIN SUCH EXCEPTIONS.
2.4
LICENSOR COVENANTS AND AGREES THAT FOR A PERIOD OF ONE (1) YEAR
FOLLOWING THE EFFECTIVE DATE (THE "TRANSITION PERIOD"), LICENSOR SHALL PROVIDE
LICENSEE WITH ONGOING SUPPORT IN CONNECTION WITH THE MAINTENANCE AND PROPER
PERFORMANCE OF