NOT
CONFLICT WITH OR VIOLATE ANY REQUIREMENT OF APPLICABLE LAWS OR REGULATIONS OR
ANY MATERIAL CONTRACTUAL OBLIGATION OF SUCH PARTY AND (2) DO NOT MATERIALLY
CONFLICT WITH, OR CONSTITUTE A MATERIAL DEFAULT OR REQUIRE ANY CONSENT UNDER,
ANY MATERIAL CONTRACTUAL OBLIGATION OF SUCH PARTY.
ARTICLE 11
CONFIDENTIAL INFORMATION
11.1
MUTUAL OBLIGATION. CARDINAL HEALTH AND CLIENT
AGREE THAT THEY WILL NOT DISCLOSE THE OTHER PARTY'S CONFIDENTIAL INFORMATION
(DEFINED BELOW) TO ANY THIRD PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE
OTHER PARTY EXCEPT AS REQUIRED BY LAW OR REGULATION; PROVIDED, HOWEVER, THAT
PRIOR TO MAKING ANY SUCH LEGALLY REQUIRED DISCLOSURE, THE PARTY MAKING SUCH
DISCLOSURE SHALL GIVE THE OTHER PARTY AS MUCH PRIOR NOTICE OF THE REQUIREMENT
FOR AND CONTENTS OF SUCH DISCLOSURE AS IS PRACTICABLE UNDER THE CIRCUMSTANCES.
NOTWITHSTANDING THE FOREGOING, EACH PARTY MAY DISCLOSE THE OTHER PARTY'S
CONFIDENTIAL INFORMATION TO ANY OF ITS AFFILIATES WHICH (A) NEED TO KNOW SUCH
CONFIDENTIAL INFORMATION FOR THE PURPOSE OF PERFORMING UNDER THIS AGREEMENT,
(B) ARE ADVISED OF THE CONTENTS OF THIS SECTION, AND (C) AGREE TO BE BOUND BY
THE TERMS OF THIS SECTION, PROVIDED, HOWEVER, THAT ONLY AN AFFILIATE TO WHICH
SUCH CONFIDENTIAL INFORMATION IS ACTUALLY DISCLOSED AND RECEIVED WILL BE BOUND
BY THE TERMS OF THIS SECTION.
11.2
DEFINITION. AS USED IN THIS AGREEMENT, THE TERM
"CONFIDENTIAL INFORMATION" INCLUDES ALL SUCH INFORMATION FURNISHED BY CARDINAL
HEALTH OR CLIENT, OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR AFFILIATES, TO
THE OTHER OR ITS REPRESENTATIVES OR AFFILIATES, WHETHER FURNISHED BEFORE, ON OR
AFTER THE DATE OF THIS AGREEMENT AND FURNISHED IN ANY FORM, INCLUDING BUT NOT
LIMITED TO WRITTEN, VERBAL, VISUAL, ELECTRONIC OR IN ANY OTHER MEDIA OR MANNER.
CONFIDENTIAL INFORMATION INCLUDES ALL PROPRIETARY TECHNOLOGIES, KNOW-HOW, TRADE
SECRETS, DISCOVERIES, INVENTIONS AND ANY OTHER INTELLECTUAL PROPERTY (WHETHER OR
NOT PATENTED), ANALYSES, COMPILATIONS, BUSINESS OR TECHNICAL INFORMATION AND
OTHER MATERIALS PREPARED BY EITHER PARTY, OR ANY OF THEIR RESPECTIVE
REPRESENTATIVES, CONTAINING OR BASED IN WHOLE OR IN PART ON ANY SUCH INFORMATION
FURNISHED BY THE OTHER PARTY OR ITS REPRESENTATIVES. CONFIDENTIAL INFORMATION
ALSO INCLUDES THE EXISTENCE OF THIS AGREEMENT AND ITS TERMS.
11.3
EXCLUSIONS. CONFIDENTIAL INFORMATION DOES NOT
INCLUDE, HOWEVER, INFORMATION CONCERNING CARDINAL HEALTH OR COMPANY WHICH (A) IS
OR BECOMES GENERALLY AVAILABLE TO THE PUBLIC OR WITHIN THE INDUSTRY TO WHICH
SUCH INFORMATION RELATES OTHER THAN AS A RESULT OF A BREACH OF THIS AGREEMENT,
OR (B) IS ALREADY KNOWN BY THE RECEIVING PARTY AT THE TIME OF DISCLOSURE AS
EVIDENCED BY THE RECEIVING PARTY'S WRITTEN RECORDS, OR (C) BECOMES AVAILABLE TO
THE RECEIVING PARTY ON A NON-CONFIDENTIAL BASIS FROM A SOURCE THAT IS ENTITLED
TO DISCLOSE IT ON A NON-CONFIDENTIAL BASIS, OR (D) WAS OR IS INDEPENDENTLY
DEVELOPED BY OR FOR THE RECEIVING PARTY WITHOUT REFERENCE TO THE CONFIDENTIAL
INFORMATION, AS EVIDENCED BY THE RECEIVING PARTY'S WRITTEN RECORDS.
11
11.4
SURVIVAL. THE OBLIGATIONS OF THIS ARTICLE 11 WILL
TERMINATE FIVE (5) YEARS FROM THE EXPIRATION OF THIS AGREEMENT.
11.5
PROPRIETARY INFORMATION. THE PARTY RECEIVING
PROPRIETARY INFORMATION WILL OBTAIN NO RIGHT OF ANY