THE SAME
WHETHER DIRECTLY OR INDIRECTLY TO ANY THIRD PARTY EXCEPT:
(A)
WITH THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY;
(B)
TO THE EXTENT NECESSARY TO COMPLY WITH ANY LAW OR
THE VALID ORDER OF A COURT OR TRIBUNAL OF COMPETENT JURISDICTION OR THE RULE,
REGULATION OR DIRECTION OF ANY GOVERNMENTAL OR OTHER REGULATORY AUTHORITY OR
AGENCY ( INCLUDING THE RULES OF ANY LISTING AUTHORITY OR EXCHANGE) IN WHICH
EVENT THE RELEVANT PARTY SHALL SO NOTIFY THE OTHER AS PROMPTLY AS REASONABLY
PRACTICABLE (AND IF POSSIBLE PRIOR TO MAKING ANY DISCLOSURE) AND SHALL USE ITS
REASONABLE ENDEAVOURS TO SEEK CONFIDENTIAL TREATMENT OF SUCH INFORMATION;
(C)
TO ITS AUDITORS, LEGAL ADVISERS AND OTHER
PROFESSIONAL ADVISERS PROVIDED THAT IT USES ITS REASONABLE ENDEAVOURS TO PROCURE
THAT SUCH PERSONS MAINTAIN SUCH CONFIDENTIALITY;
(D)
IN ORDER TO ENFORCE ITS RIGHTS UNDER THIS DEED; AND
(E)
TO ANY PERSON WITH A BONA FIDE AND LEGITIMATE
INTEREST IN SUCH INFORMATION WHO ENTERS INTO A CONFIDENTIALITY AGREEMENT
INCLUDING A PROSPECTIVE PURCHASER OF NTL INCORPORATED OR ANY PART OF ITS
BUSINESS AND PROVIDED THAT SUCH PERSON AGREES TO USE THE INFORMATION ONLY FOR
THE PURPOSE OF SUCH BONA FIDE AND LEGITIMATE INTEREST.
11.2
THE PROVISIONS OF CLAUSE 11.1 SHALL NOT APPLY
TO:
(A)
ANY INFORMATION IN THE PUBLIC DOMAIN OTHERWISE THAN
BY BREACH OF THIS DEED;
(B)
INFORMATION OBTAINED FROM A THIRD PARTY WHO IS FREE
TO DIVULGE THE SAME;
(C)
INFORMATION THAT WAS ALREADY KNOWN TO THE RECEIVING
PARTY PRIOR TO DISCLOSURE UNDER THIS DEED AND WAS NOT PREVIOUSLY ACQUIRED BY THE
RECEIVING PARTY FROM THE DISCLOSING PARTY UNDER AN OBLIGATION OF CONFIDENTIALITY
OR NON-USE TOWARDS THE DISCLOSING PARTY; OR
(D)
INFORMATION THAT CAN BE SHOWN BY DOCUMENTARY
EVIDENCE TO HAVE BEEN CREATED BY ONE PARTY TO THIS DEED INDEPENDENTLY FROM WORK
UNDER THIS DEED.
11.3
NEITHER PARTY NOR ANY REPRESENTATIVE THEREOF
OR SPOKESPERSON THEREFOR SHALL MAKE ANY PUBLIC STATEMENT, ANNOUNCEMENT OR PRESS
RELEASE REGARDING THE OTHER PARTY WITHOUT THE OTHER PARTY'S PRIOR WRITTEN
CONSENT (NOT TO BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED), NOR MAKE ANY
NEGATIVE OR DEROGATORY PUBLIC COMMENTS OR STATEMENTS (EXPRESSLY OR BY
IMPLICATION) REGARDING THE OTHER PARTY OR ANY ASPECT OF THE RELATIONSHIP BETWEEN
THE PARTIES.
11.4
VEL AND THE LICENSEE SHALL DIVULGE INFORMATION
THE SUBJECT OF THIS CLAUSE ONLY TO THOSE EMPLOYEES WHO ARE DIRECTLY INVOLVED IN
THE PERFORMANCE OF THIS DEED AND SHALL ENSURE THAT SUCH EMPLOYEES ARE AWARE OF
AND COMPLY WITH THESE OBLIGATIONS AS TO CONFIDENTIALITY.
53
11.5
EACH PARTY ACKNOWLEDGES AND AGREES THAT
DAMAGES WOULD NOT BE AN ADEQUATE REMEDY FOR ANY BREACH OF THIS CLAUSE AND THAT
EITHER PARTY SHALL BE ENTITLED TO SEEK THE REMEDIES OF INJUNCTION, SPECIFIC
PERFORMANCE AND OTHER EQUITABLE RELIEF FOR ANY THREATENED OR ACTUAL BREACH OF
THIS CLAUSE.
11.6
THE OBLIGATIONS CONTAINED IN THIS CLAUSE SHALL
SURVIVE THE TERMINATION OR EXPIRATION OF THIS DEED.
12.
NOTICES
12.1
ANY NOTICE OR OTHER COMMUNICATION REQUIRED OR
AUTHORISED TO BE GIVEN UNDER THIS DEED SHALL BE IN WRITING AND EITHER BE
DELIVERED BY