OF THE OTHER PARTY SHALL, FOR A PERIOD OF FIVE (5) YEARS FOLLOWING
THE LAST DISCLOSURE BY THE DISCLOSING PARTY OF CONFIDENTIAL INFORMATION
HEREUNDER, USE ALL REASONABLE EFFORTS TO PROTECT THE CONFIDENTIALITY AND SECRECY
OF THE DISCLOSING PARTY'S CONFIDENTIAL INFORMATION DISCLOSED HEREUNDER AND SHALL
USE ALL REASONABLE EFFORTS TO PREVENT ANY IMPROPER DISCLOSURE OR USE THEREOF BY
ITS PERSONNEL, IN THE SAME MANNER AND WITH THE SAME DEGREE OF CARE (BUT IN NO
EVENT USING LESS THAN A REASONABLE DEGREE OF CARE) AS IT USES IN PROTECTING ITS
OWN INFORMATION OF A SIMILAR CONFIDENTIAL NATURE.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE RECEIVING PARTY WILL PROVIDE THE DISCLOSING
PARTY'S CONFIDENTIAL INFORMATION TO ONLY THOSE PERSONNEL OF THE RECEIVING PARTY
WHO HAVE A NEED TO KNOW THAT CONFIDENTIAL INFORMATION FOR THE PURPOSES OF THE
AGREEMENT, AND WHO HAVE ENTERED INTO WRITTEN AGREEMENTS WITH THE RECEIVING PARTY
CONTAINING PROVISIONS PROTECTING THE DISCLOSING PARTY'S CONFIDENTIAL INFORMATION
THAT ARE CONSISTENT WITH THE TERMS HEREUNDER AND THAT ARE AT LEAST AS
RESTRICTIVE.
EACH PARTY AGREES TO PROVIDE NOTICE TO THE OTHER PROMPTLY AFTER
LEARNING OF OR HAVING REASON TO SUSPECT A BREACH OF ANY OF THE OBLIGATIONS OF
CONFIDENTIALITY HEREUNDER.
EACH RECEIVING PARTY ACKNOWLEDGES THAT ANY MATERIAL
VIOLATION BY THE RECEIVING PARTY OF THE RIGHTS AND OBLIGATIONS PROVIDED IN THIS
SECTION 14 MAY RESULT IN IMMEDIATE AND IRREPARABLE INJURY TO THE DISCLOSING
PARTY, AND HEREBY AGREES THAT THE DISCLOSING PARTY SHALL BE ENTITLED TO
IMMEDIATE TEMPORARY, PRELIMINARY AND PERMANENT INJUNCTIVE RELIEF AGAINST ANY
SUCH CONTINUED VIOLATIONS UPON ADEQUATE PROOF, AS REQUIRED BY APPLICABLE LAW.
EACH PARTY HEREBY SUBMITS ITSELF TO THE PERSONAL JURISDICTION OF THE COURTS OF
COMPETENT SUBJECT MATTER JURISDICTION FOR PURPOSES OF ENTRY OF SUCH INJUNCTIVE
RELIEF.
THE OBLIGATIONS OF EITHER PARTY TO THE AGREEMENT WITH RESPECT TO THE
OTHER'S CONFIDENTIAL INFORMATION ALSO EXTEND TO ANY THIRD PARTY'S PROPRIETARY OR
CONFIDENTIAL INFORMATION DISCLOSED IN THE COURSE OF DEALINGS RELATED TO THE
AGREEMENT.
14.2
EXCLUSIONS.
THE CONFIDENTIALITY OBLIGATIONS OF THE AGREEMENT SHALL
NOT APPLY WITH RESPECT TO CONFIDENTIAL INFORMATION THAT: (A) WAS IN THE
POSSESSION OF, OR WAS KNOWN BY, THE RECEIVING PARTY PRIOR TO ITS RECEIPT FROM
THE DISCLOSING PARTY, WITHOUT AN OBLIGATION TO MAINTAIN ITS CONFIDENTIALITY AS
EVIDENCED BY WRITTEN DOCUMENTATION; (B) IS OR BECOMES GENERALLY KNOWN TO THE
PUBLIC WITHOUT VIOLATION OF THE AGREEMENT; (C) IS OBTAINED BY THE RECEIVING
PARTY WITHOUT OBLIGATION OF CONFIDENTIALITY FROM A THIRD PARTY THAT IS UNDER NO
OBLIGATION TO KEEP SUCH INFORMATION CONFIDENTIAL; (D) IS INDEPENDENTLY DEVELOPED
BY THE RECEIVING PARTY WITHOUT ANY REFERENCE TO OR USE OF THE DISCLOSING PARTY'S
CONFIDENTIAL INFORMATION AS EVIDENCED BY WRITTEN DOCUMENTATION; OR (E) IS
REQUIRED TO BE DISCLOSED BY APPLICABLE LAW; BUT, ONLY TO THE EXTENT OF SUCH
DISCLOSURE REQUIREMENT AND PROVIDED THAT THE RECEIVING PARTY PROMPTLY PROVIDES
THE DISCLOSING PARTY WITH REASONABLE OPPORTUNITY TO CONTEST AND/OR LIMIT SUCH
DISCLOSURE AND TO REQUEST A
13
PROTECTIVE ORDER OR CONFIDENTIAL TREATMENT WITH RESPECT TO SUCH CONFIDENTIAL
INFORMATION.
14.3
RESIDUAL INFORMATION.
NOTWITHSTANDING ANYTHING IN THE AGREEMENT, A
PARTY