INTO THE
PUBLIC DOMAIN OR BECOMES GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN THROUGH
THE ACT OR OMISSION OF OR AS A RESULT OF DISCLOSURE BY OR AT THE DIRECTION OF A
PARTY OR ANY OF ITS REPRESENTATIVES IN BREACH OF THIS AGREEMENT;
103
CONFIDENTIAL TREATMENT
[***] Indicates that text has been omitted which is the subject of a
confidential treatment request. This text has been separately filed with the
SEC.
13.2.2
DISCLOSURE, AFTER GIVING PRIOR NOTICE TO THE OTHER PARTIES TO THE
EXTENT PRACTICABLE UNDER THE CIRCUMSTANCES OR PERMISSIBLE BY LAW AND SUBJECT TO
ANY PRACTICABLE ARRANGEMENTS TO PROTECT CONFIDENTIALITY, TO THE EXTENT REQUIRED
UNDER APPLICABLE LAWS OR GOVERNMENTAL REGULATIONS OR JUDICIAL PROCESS OR
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES APPLICABLE TO ANY PARTY;
13.2.3
CONFIDENTIAL INFORMATION ACQUIRED INDEPENDENTLY BY A PARTY FROM A
THIRD PARTY SOURCE NOT OBLIGATED TO THE PARTY DISCLOSING CONFIDENTIAL
INFORMATION TO KEEP SUCH INFORMATION CONFIDENTIAL;
13.2.4
CONFIDENTIAL INFORMATION ALREADY KNOWN OR ALREADY IN THE LAWFUL
POSSESSION OF THE PARTY RECEIVING CONFIDENTIAL INFORMATION AS OF THE DATE OF ITS
DISCLOSURE BY THE PERSON DISCLOSING SUCH CONFIDENTIAL INFORMATION;
13.2.5
DISCLOSURE TO A GOVERNMENTAL AUTHORITY, MEDIATOR OR ARBITRATOR
SOLELY TO THE EXTENT NECESSARY TO ENFORCE ITS RIGHTS (INCLUDING REMEDIES) UNDER
THIS AGREEMENT; AND
13.2.6
DISCLOSURE BY A PARTY TO ANY OF ITS REPRESENTATIVES, PROVIDED THAT
SUCH REPRESENTATIVE IS BOUND BY CONFIDENTIALITY OBLIGATIONS NO LESS RESTRICTIVE
THAN THOSE SET FORTH HEREIN.
14
GOVERNING LAW AND ARBITRATION
14.1
GOVERNING LAW
The internal laws of India (without giving effect to any choice or conflict of
law provision or rule (whether of India or any other jurisdiction) that would
cause the application of laws of any other jurisdiction) govern all matters
arising out of or relating to this Agreement and its Schedules and Exhibits and
all of the transactions it contemplates, including its validity, interpretation,
construction, performance and enforcement and any disputes or controversies
arising therefrom or related thereto.
14.2
ARBITRATION
14.2.1
ALL CONTROVERSIES, DISPUTES OR CLAIMS ARISING OUT OF OR RELATING IN
ANY WAY TO THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREUNDER OR THEREUNDER, INCLUDING ANY DISPUTE AS TO THE EXISTENCE,
VALIDITY, PERFORMANCE, BREACH OR TERMINATION HEREOF OR THEREOF, (EACH, A
"DISPUTE") THAT CANNOT BE RESOLVED AMONG SUCH PARTIES WITHIN 30 (THIRTY) DAYS
FROM THE DATE THAT SUCH DISPUTE AROSE, OR SUCH EXTENDED PERIOD AS SUCH PARTIES
MAY AGREE, SHALL BE REFERRED TO BINDING ARBITRATION AT THE WRITTEN REQUEST OF
ANY PARTY (A "DISPUTE NOTICE") IN ACCORDANCE WITH THE (INDIAN) ARBITRATION AND
CONCILIATION ACT, 1996.
14.2.2
THE ARBITRATORS SHALL HAVE POWER TO AWARD AND/OR ENFORCE SPECIFIC
PERFORMANCE.
14.2.3
THE LOCATION OF THE ARBITRATION SHALL BE IN SINGAPORE AND THE
ARBITRATION SHALL BE CONDUCTED IN THE ENGLISH LANGUAGE.
14.2.4
THE ARBITRATORS' AWARD SHALL BE IN WRITING AND SHALL CONTAIN REASONS
FOR THE DECISION.
104
CONFIDENTIAL TREATMENT
[***] Indicates that text has been omitted which is the subject of a
confidential treatment request. This text has been separately filed with the
SEC.
14.2.5
THE ARBITRATORS' AWARD SHALL BE BINDING