in
connection with the purchase of inventory in the United States.
7.
CONFIDENTIALITY.
EACH PARTY TO THIS
AGREEMENT SHALL, AND SHALL CAUSE ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES,
REPRESENTATIVES, AGENTS AND AFFILIATES TO, KEEP ANY NONPUBLIC INFORMATION
REGARDING THE OTHER PARTY OR ITS AFFILIATES WHICH THE OTHER PARTY OR ANY OF ITS
AFFILIATES DESIGNATES AS CONFIDENTIAL AND FURNISHES OR DISCLOSES TO SUCH PARTY,
ANY NONPUBLIC INFORMATION CONCERNING THE FORMATION AND OPERATION OF THE
RELATIONSHIP BETWEEN THE PARTIES PURSUANT TO THIS AGREEMENT, AND ANY OTHER
NONPUBLIC INFORMATION RELATING TO THE PERFORMANCE BY THE PARTIES OR ANY OF THEIR
AFFILIATES, STRICTLY CONFIDENTIAL AND NOT DISCLOSE ANY SUCH INFORMATION TO ANY
PERSON OR ENTITY (EXCEPT FOR SUCH PARTY'S FINANCIAL AND LEGAL ADVISORS, LENDERS
AND ACCOUNTANTS TO THE EXTENT DEEMED NECESSARY BY SUCH PARTY; PROVIDED THAT EACH
PARTY TO WHOM SUCH CONFIDENTIAL INFORMATION IS DISCLOSED SHALL BE ADVISED OF AND
INSTRUCTED TO COMPLY WITH THE TERMS OF THIS SECTION 7 AND EXCEPT THAT SUCH
INFORMATION MAY BE DISCLOSED TO A POTENTIAL ACQUIRER OF CDF OR ANY OF ITS
AFFILIATES IN ACCORDANCE WITH A CONFIDENTIALITY AGREEMENT THAT PROHIBITS THIRD
PARTY DISCLOSURE OR USE THEREOF IN A MANNER DETRIMENTAL TO VENDOR), OR USE ANY
SUCH INFORMATION IN ANY BUSINESS OF SUCH PARTY OR ANY AFFILIATE OF SUCH PARTY
UNRELATED TO THE ARRANGEMENT DESCRIBED HEREIN.
IN ADDITION, FOR TWO (2) YEARS
FOLLOWING TERMINATION OF THIS AGREEMENT, CDF AND VENDOR SHALL, AND SHALL CAUSE
THEIR OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND
AFFILIATES TO, KEEP THE INFORMATION SYSTEMS AND OTHER TECHNOLOGY OF THE OTHER
PARTY STRICTLY CONFIDENTIAL AND NOT DISCLOSE SUCH INFORMATION SYSTEMS AND
TECHNOLOGY TO ANY
PERSON OR ENTITY, EXCEPT AS CONTEMPLATED BY THIS AGREEMENT.
NOTWITHSTANDING THE
FOREGOING, A PARTY SHALL BE UNDER NO OBLIGATION TO KEEP CONFIDENTIAL
(I) INFORMATION WHICH IS KNOWN TO THE RECEIVING PARTY PRIOR TO RECEIPT THEREOF
FROM THE DISCLOSING PARTY, (II) INFORMATION WHICH IS OR BECOMES GENERALLY
AVAILABLE TO THE PUBLIC OTHER THAN AS A RESULT OF A DISCLOSURE IN VIOLATION OF
THIS SECTION 7, (III) INFORMATION DISCLOSED TO A PARTY BY A THIRD PARTY HAVING
THE RIGHT TO DISCLOSE SUCH INFORMATION TO SUCH PARTY, (IV) INFORMATION WHICH ANY
NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION MAY REASONABLY REQUEST IN
CONNECTION WITH ITS RATING OF VENDOR, CDF OR ANY OF THEIR AFFILIATES,
(V) INFORMATION WHICH ANY LENDER, INSURER, INSURANCE BROKER OR RELATED PARTY MAY
REASONABLY REQUEST IN CONNECTION WITH PROVIDING LENDING OR INSURANCE SERVICES TO
VENDOR, CDF OR ANY OF THEIR AFFILIATES, (VI) INFORMATION WHICH A PARTY IS
LEGALLY COMPELLED TO DISCLOSE OR REQUESTED TO DISCLOSE BY ANY REGULATORY OR
SELF-REGULATORY OFFICIAL, BODY OR ORGANIZATION (INCLUDING ANY SECURITIES
EXCHANGE ON WHICH SECURITIES OF VENDOR, CDF OR ANY OF THEIR AFFILIATES MAY BE
LISTED FROM TIME TO TIME); PROVIDED THAT EACH PARTY AGREES TO USE ALL REASONABLE
EFFORTS TO NOTIFY THE OTHER PARTY OF ANY LEGAL REQUIREMENT TO DISCLOSE
SUFFICIENTLY IN ADVANCE OF THE DISCLOSURE TO PERMIT THE OTHER PARTY TO CHALLENGE
THE LEGAL REQUIREMENT OR (VII) INFORMATION WHICH A PARTY REASONABLY BELIEVES IS
NECESSARY