MAY BE PROHIBITED FROM
TAKING ACTION FOR THE BENEFIT OF THE COMPANY: (I) DUE TO CONFIDENTIAL
INFORMATION ACQUIRED OR OBLIGATIONS INCURRED IN CONNECTION WITH A PERMITTED
OUTSIDE ACTIVITY UNDER THIS SECTION 6.2; OR (II) IN CONNECTION WITH ACTIVITIES
UNDERTAKEN PRIOR TO THE DATE OF SUCH MEMBER'S ADMISSION TO THE COMPANY.
NO
PERSON SHALL BE LIABLE TO THE COMPANY, CDI, MEC OR ANY MEMBER FOR ANY FAILURE TO
ACT FOR THE BENEFIT OF THE COMPANY IN CONSEQUENCE OF A PROHIBITION DESCRIBED IN
THE PRECEDING SENTENCE.
6.3
CONFIDENTIALITY.
ALL INFORMATION PROVIDED TO THE MEMBERS OR THEIR
AFFILIATES BY OR ON BEHALF OF THE COMPANY OR A MEMBER CONCERNING THE BUSINESS OR
ASSETS OF THE COMPANY OR ANY MEMBER OR ITS AFFILIATES IN CONNECTION WITH THE
ACTIVITY OF THE COMPANY SHALL BE DEEMED STRICTLY CONFIDENTIAL AND SHALL NOT,
WITHOUT THE PRIOR CONSENT OF THE BOARD OF MANAGERS, BE
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(I) DISCLOSED TO ANY PERSON (OTHER THAN A MEMBER, CDI OR MEC) OR (II) USED BY A
MEMBER OTHER THAN FOR A COMPANY PURPOSE OR A PURPOSE REASONABLY RELATED TO
PROTECTING SUCH MEMBER'S INTEREST OR THE BUSINESS OF SUCH MEMBER (IN EITHER CASE
IN A MANNER NOT INCONSISTENT WITH THE INTERESTS OF THE COMPANY).
THE BOARD OF
MANAGERS CONSENT TO THE DISCLOSURE BY EACH MEMBER OF COMPANY INFORMATION TO SUCH
MEMBER'S ACCOUNTANTS, ATTORNEYS AND SIMILAR ADVISORS BOUND BY A DUTY OF
CONFIDENTIALITY.
THE FOREGOING REQUIREMENTS OF THIS SECTION 6.3 SHALL NOT APPLY
TO A MEMBER WITH REGARD TO ANY INFORMATION THAT IS CURRENTLY OR BECOMES:
(I) REQUIRED TO BE DISCLOSED PURSUANT TO APPLICABLE LAW, INCLUDING THE RULES AND
REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION OR THE RULES OF NASDAQ,
THE TORONTO STOCK MARKET OR ANY OTHER STOCK MARKET ON WHICH SECURITIES OF A
MEMBER, CDI OR MEC ARE LISTED (BUT ONLY TO THE EXTENT OF SUCH REQUIREMENT);
(II) REQUIRED TO BE DISCLOSED IN ORDER TO PROTECT SUCH MEMBER'S INTEREST (BUT
ONLY TO THE EXTENT OF SUCH REQUIREMENT AND ONLY AFTER CONSULTATION WITH THE
BOARD OF MANAGERS); (III) PUBLICLY KNOWN OR AVAILABLE IN THE ABSENCE OF ANY
IMPROPER OR UNLAWFUL ACTION ON THE PART OF SUCH MEMBER; OR (IV) KNOWN OR
AVAILABLE TO SUCH MEMBER OTHER THAN THROUGH OR ON BEHALF OF THE COMPANY OR A
MEMBER.
FOR PURPOSES OF THIS SECTION 6.3, COMPANY INFORMATION PROVIDED BY ONE
MEMBER TO ANOTHER SHALL BE DEEMED TO HAVE BEEN PROVIDED ON BEHALF OF THE
COMPANY.
THE COMPANY AND THE BOARD OF MANAGERS SHALL SIMILARLY REFRAIN FROM
DISCLOSING ANY CONFIDENTIAL INFORMATION FURNISHED BY A MEMBER PURSUANT TO THIS
SECTION 6.3.
6.4
DISCLOSURES.
EACH MEMBER SHALL FURNISH TO THE COMPANY UPON REQUEST
ANY INFORMATION WITH RESPECT TO SUCH MEMBER REASONABLY DETERMINED BY THE BOARD
OF MANAGERS TO BE NECESSARY OR CONVENIENT FOR THE FORMATION, OPERATION,
DISSOLUTION, WINDING-UP, OR TERMINATION OF THE COMPANY, AND ANY SUCH INFORMATION
WHICH IS CONFIDENTIAL SHALL BE TREATED AS SUCH BY THE COMPANY AND THE MEMBERS.
6.5
ADW LICENSES.
RECOGNIZING THAT SOME STATES REQUIRE AN ADW PLATFORM
TO BE LICENSED IN ORDER TO