MANNER
AS BTS TREATS ITS OWN CONFIDENTIAL INFORMATION BUT EXERCISE NOT LESS THAN A
REASONABLE STANDARD OF CARE; AND (III) TO PREVENT UNAUTHORIZED USE OR DISCLOSURE
OF THE CONFIDENTIAL INFORMATION.
COMPANY'S CONFIDENTIAL INFORMATION INCLUDES
THE IDENTITY OF ANY OF COMPANY'S CUSTOMERS, THE PRICES OF ALL COMPANY PRODUCTS
(OTHER THAN STANDARD PRICE LISTS AVAILABLE TO THE PUBLIC), COMPANY'S MANNER OF
OPERATION, COMPANY'S MARKETING PLANS AND STRATEGIES, COMPANY'S BOOKS, RECORDS,
DIAGRAMS, DRAWINGS, DESIGNS, AND SOURCE CODES, AND OTHER INFORMATION OR DATA
REGARDING COMPANY'S PRODUCTS AND GENERAL AND SPECIFIC BUSINESS PLANS.
THE
OBLIGATION TO KEEP INFORMATION CONFIDENTIAL SHALL NOT APPLY TO ANY SUCH
INFORMATION THAT (I) HAS BEEN DISCLOSED IN PUBLICLY AVAILABLE SOURCES BY THE
DISCLOSING PARTY; (II) IS, THROUGH NO FAULT OF THE PARTY RECEIVING THE
CONFIDENTIAL INFORMATION, HEREAFTER DISCLOSED IN A PUBLICLY AVAILABLE SOURCE;
(III) IS IN RIGHTFUL POSSESSION OF THE PARTY RECEIVING THE CONFIDENTIAL
INFORMATION WITHOUT AN OBLIGATION OF CONFIDENTIALITY; OR (IV) IS REQUIRED TO BE
DISCLOSED BY OPERATION OF LAW.
BTS FURTHER AGREES NOT TO ATTEMPT TO DECOMPILE,
DISASSEMBLE, OR REVERSE ENGINEER ANY PRODUCT.
INDEMNIFICATION.
BTS WILL INDEMNIFY, DEFEND AND HOLD HARMLESS COMPANY AND ITS
OFFICERS, DIRECTORS AND AFFILIATES FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS,
LIABILITIES, LOSSES, DAMAGES
AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES AND SUCH FEES ON APPEAL,
INCURRED BY ANY OF THEM IN INVESTIGATING AND/OR DEFENDING AGAINST ANY CLAIMS,
ACTIONS OR LIABILITIES FOR WHICH INDEMNIFICATION IS PROVIDED HEREIN, ARISING OUT
OF OR IN CONNECTION WITH (I) THE FAILURE OF BTS TO COMPLY WITH ALL APPLICABLE
LAWS, RULES AND/OR REGULATIONS REGARDING ITS ACTIVITIES UNDER THIS AGREEMENT,
(II) ANY FALSE OR MISLEADING REPRESENTATION MADE BY BTS IN THIS AGREEMENT, (III)
THE BREACH BY BTS OF ANY COVENANT OR OBLIGATION CONTAINED IN THIS AGREEMENT OR
(IV) ANY CLAIM BY ANY OF BTS' AGENTS, SERVANTS, OR EMPLOYEES TO HAVE AN
EMPLOYER/EMPLOYEE RELATIONSHIP WITH COMPANY.
THE INDEMNITIES PROVIDED BY THIS
SECTION ARE IN ADDITION TO, AND NOT TO THE EXCLUSION OF, ANY OTHER REMEDY THAT
MAY BE AVAILABLE AT LAW OR IN EQUITY.
Miscellaneous.
·
This Agreement shall be governed by, and construed in
accordance with, the laws of the U.S. and the State of Texas (without regard to
conflicts of laws principles), including the Uniform Commercial Code as enacted
in the state of Texas.
The United Nations Convention on Contracts for the
International Sale of Goods shall not apply to this Agreement (or the rights or
obligations of the Parties) and is disclaimed.
The governing language of this
Agreement shall be English as spoken in the U.S., which shall control the
interpretation of this Agreement in the event this Agreement is translated into
a language other than English as spoken in the U.S.
·
BTS may not assign this Agreement or transfer the rights or
delegate the duties provided for under this Agreement without the prior written
consent of the Company.
The sale of more than 50% of the voting securities or
the reorganization, consolidation or merger with another person or entity shall
be deemed a transfer of