mean that any decision of the arbitrator is subject to judicial
review or appeal, and the parties hereto hereby waive any and all rights of
judicial appeal or review, on any ground whatsoever.
Each party shall bear its
own costs and expenses in the event of any dispute hereunder.
9.
PRESS RELEASES.
NO PRESS RELEASE, PUBLICITY OR OTHER FORM OF PUBLIC WRITTEN DISCLOSURE RELATED
TO THIS AGREEMENT SHALL BE PERMITTED BY EITHER PARTY TO BE PUBLISHED OR
OTHERWISE DISCLOSED UNLESS THE OTHER PARTY HAS INDICATED ITS CONSENT TO THE FORM
OF THE RELEASE IN WRITING, EXCEPT FOR ANY DISCLOSURE AS IS DEEMED NECESSARY OR
ADVISABLE, IN THE REASONABLE JUDGMENT OF THE RESPONSIBLE PARTY, TO COMPLY WITH
NATIONAL, FEDERAL OR STATE LAWS OR REGULATIONS WITH RESPECT TO REGULATORY
REPORTING OR DISCLOSURE OBLIGATIONS.
10.
CONFIDENTIAL INFORMATION.
A.
CONFIDENTIAL INFORMATION DEFINED.
"CONFIDENTIAL INFORMATION" SHALL MEAN EACH PARTY'S BUSINESS, TECHNICAL,
ENGINEERING, MANUFACTURING, MARKETING, SALES, CUSTOMER, FINANCIAL AND OTHER
INFORMATION RELATING TO SUCH PARTY OR ANY OF ITS
7
AFFILIATES OR THEIR RESPECTIVE BUSINESSES THAT CONSTITUTES TRADE SECRETS OR
KNOW-HOW OR IS OTHERWISE PROPRIETARY OR NOT GENERALLY KNOWN TO THE PUBLIC OR
OTHER INFORMATION WHICH THE DISCLOSING PARTY OTHERWISE INFORMS THE RECEIVING
PARTY IS CONFIDENTIAL WHETHER BY SO INDICATING ON SUCH INFORMATION OR OTHERWISE,
AND SHALL INCLUDE ANY SUCH INFORMATION RECEIVED BY A RECEIVING PARTY PRIOR TO OR
FOLLOWING EXECUTION OF THIS AGREEMENT.
CONFIDENTIAL INFORMATION SHALL INCLUDE
INFORMATION IN ANY FORM, WHETHER WRITTEN, GRAPHIC, ELECTRONIC, PHYSICAL OR OTHER
FORM AND MAY INCLUDE RAW DATA, GRAPHS, CHARTS, DRAWINGS, MODELS, SAMPLES,
HARDWARE, PHOTOGRAPHS, SOFTWARE OR ELECTRONIC CODE.
B.
LOSS OF STATUS.
CONFIDENTIAL INFORMATION
SHALL NOT INCLUDE INFORMATION, DATA, KNOWLEDGE AND KNOW-HOW THAT, AS SHOWN BY
WRITTEN RECORDS, (I) IS KNOWN TO THE RECEIVING PARTY PRIOR TO DISCLOSURE TO SUCH
PARTY; (II) IS IN THE PUBLIC DOMAIN PRIOR TO DISCLOSURE TO SUCH PARTY;
(III) ENTERS THE PUBLIC DOMAIN THROUGH NO VIOLATION OF THIS AGREEMENT AFTER
DISCLOSURE TO SUCH PARTY; OR (IV) THE RECEIVING PARTY INDEPENDENTLY DEVELOPS
WITHOUT RELIANCE ON CONFIDENTIAL INFORMATION.
C.
DISCLOSURES.
EACH PARTY SHALL KEEP THE
CONFIDENTIAL INFORMATION COMMUNICATED TO IT BY THE OTHER PARTY CONFIDENTIAL AND
SHALL NOT DISCLOSE SUCH INFORMATION OR PROVISIONS TO ANY THIRD PARTY WITHOUT THE
PRIOR WRITTEN APPROVAL OF THE OTHER PARTY, EXCEPT THAT EITHER PARTY MAY DISCLOSE
SUCH PROVISIONS TO THE EXTENT REQUIRED BY LAW OR OTHER DEMAND UNDER LAWFUL
PROCESS; PROVIDED THE RECEIVING PARTY GIVES THE DISCLOSING PARTY PROMPT NOTICE
PRIOR TO ANY DISCLOSURE REQUIRED BY DEMAND UNDER LAWFUL PROCESS TO ALLOW THE
DISCLOSING PARTY TO MAKE A REASONABLE EFFORT TO OBTAIN A PROTECTIVE ORDER OR
OTHERWISE PROTECT THE CONFIDENTIALITY OF SUCH INFORMATION.
NOTWITHSTANDING THE
FOREGOING, A RECEIVING PARTY MAY DISCLOSE CONFIDENTIAL INFORMATION OF THE
DISCLOSING PARTY (I) TO ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS,
AFFILIATES AND REPRESENTATIVES AND TO THIRD PARTIES TO WHOM SUCH DISCLOSURE IS
NECESSARY IN CONNECTION WITH PERFORMANCE OF THIS AGREEMENT PROVIDED THAT SUCH
RECIPIENT IS NOTIFIED OF THE CONFIDENTIAL NATURE OF SUCH CONFIDENTIAL
INFORMATION AND AGREES TO ABIDE BY THE APPLICABLE TERMS OF THIS