any court having jurisdiction thereof.
Engineer and Client expressly agree that any arbitration pursuant to this
Section 12.1 may be joined or consolidated with any arbitration involving any
other person or entity (i) necessary to resolve the claim, dispute or
controversy, or (ii) substantially involved in or affected by such claim,
dispute or controversy.
Both Engineer and Client will include appropriate
provisions in all contracts they execute with other parties in connection with
the Services to require such joinder or consolidation.
2.1
THE PREVAILING PARTY IN ANY ARBITRATION, OR
ANY OTHER FINAL, BINDING DISPUTE PROCEEDING UPON WHICH THE PARTIES MAY AGREE,
SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY REASONABLE ATTORNEYS' FEES AND
EXPENSES INCURRED BY THE PREVAILING PARTY.
Article 13
Confidentiality
13.1
NON-DISCLOSURE OBLIGATION.
EXCEPT AS REQUIRED BY
COURT ORDER, SUBPOENA, OR APPLICABLE LAW, NEITHER PARTY SHALL DISCLOSE TO THIRD
PARTIES ANY CONFIDENTIAL OR PROPRIETARY INFORMATION REGARDING THE OTHER PARTY'S
BUSINESS AFFAIRS, FINANCES, TECHNOLOGY, PROCESSES, PLANS OR INSTALLATIONS,
PRODUCT INFORMATION, KNOW-HOW, OR OTHER INFORMATION THAT IS RECEIVED FROM THE
OTHER PARTY PURSUANT TO THIS AGREEMENT OR THE PARTIES' RELATIONSHIP PRIOR
THERETO OR IS DEVELOPED PURSUANT TO THIS AGREEMENT, WITHOUT THE EXPRESS WRITTEN
CONSENT OF THE OTHER PARTY, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
THE PARTIES SHALL AT ALL TIMES USE THEIR RESPECTIVE REASONABLE EFFORTS TO KEEP
ALL INFORMATION REGARDING THE TERMS AND CONDITIONS OF THIS AGREEMENT
CONFIDENTIAL AND SHALL DISCLOSE SUCH INFORMATION TO THIRD PERSONS ONLY AS
REASONABLY REQUIRED FOR THE PERMITTING OF THE PROJECT; FINANCING THE
DEVELOPMENT, CONSTRUCTION, OWNERSHIP, OPERATION AND MAINTENANCE OF THE PLANT; OR
AS REASONABLY REQUIRED BY EITHER PARTY FOR PERFORMING ITS OBLIGATIONS HEREUNDER
AND IF PRIOR TO SUCH DISCLOSURE, THE DISCLOSING PARTY INFORMS SUCH THIRD PERSONS
OF THE
12
EXISTENCE OF THIS CONFIDENTIALITY OBLIGATION AND ONLY IF SUCH THIRD PERSONS
AGREE TO MAINTAIN THE CONFIDENTIALITY OF ANY INFORMATION RECEIVED.
THIS ARTICLE
13 SHALL NOT APPLY TO INFORMATION THAT WAS ALREADY IN THE POSSESSION OF ONE
PARTY PRIOR TO RECEIPT FROM THE OTHER, THAT IS NOW OR HEREAFTER BECOMES A PART
OF THE PUBLIC DOMAIN THROUGH NO FAULT OF THE PARTY WISHING TO DISCLOSE, OR THAT
CORRESPONDS IN SUBSTANCE TO INFORMATION HERETOFORE OR HEREAFTER FURNISHED BY
THIRD PARTIES WITHOUT RESTRICTION ON DISCLOSURE.
13.2
PUBLICITY AND ADVERTISING.
NEITHER CLIENT NOR
ENGINEER SHALL MAKE OR PERMIT ANY OF THEIR SUBCONTRACTORS, AGENTS, OR VENDORS TO
MAKE ANY EXTERNAL ANNOUNCEMENT OR PUBLICATION, RELEASE ANY PHOTOGRAPHS OR
INFORMATION CONCERNING THE PROJECT OR ANY PART THEREOF, OR MAKE ANY OTHER TYPE
OF COMMUNICATION TO ANY MEMBER OF THE PUBLIC, PRESS, BUSINESS ENTITY, OR ANY
OFFICIAL BODY WHICH NAMES THE OTHER PARTY UNLESS PRIOR WRITTEN CONSENT IS
OBTAINED FROM THE OTHER PARTY, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
13.3
TERM OF OBLIGATION.
THE CONFIDENTIALITY OBLIGATIONS
OF THE PARTIES PURSUANT TO THIS ARTICLE 13 SHALL SURVIVE FOR A PERIOD FIVE (5)
YEARS FOLLOWING THE LATER TO OCCUR OF TERMINATION OF THIS AGREEMENT OR
COMPLETION OF THE PLANT.
Article 14
Miscellaneous
14.1
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY