ITS
EMPLOYEES, EXCEPT TO THOSE EMPLOYEES OF THE RECEIVING PARTY WHO ARE PERMITTED TO
USE THE PREMISES HEREUNDER.
BOTH PARTIES AGREE NOT TO REVERSE ENGINEER,
DISASSEMBLE OR DECOMPILE ANY PROTOTYPES, SOFTWARE OR OTHER TANGIBLE OBJECTS
WHICH EMBODY THE OTHER PARTY'S CONFIDENTIAL INFORMATION AND WHICH ARE PROVIDED
TO THE PARTY HEREUNDER.
34.
MAINTENANCE OF CONFIDENTIALITY.
EACH PARTY AGREES TO TAKE
REASONABLE MEASURES TO PROTECT THE SECRECY OF AND AVOID DISCLOSURE AND
UNAUTHORIZED USE OF THE CONFIDENTIAL INFORMATION OF THE OTHER PARTY.
WITHOUT
LIMITING THE FOREGOING, EACH PARTY AGREES TO TAKE AT LEAST THOSE MEASURES THAT
IT TAKES TO PROTECT ITS OWN MOST HIGHLY CONFIDENTIAL INFORMATION AND TO ENSURE
THAT ITS EMPLOYEES WHO HAVE ACCESS TO CONFIDENTIAL INFORMATION OF THE OTHER
PARTY HAVE SIGNED A NON-USE AND NON-DISCLOSURE AGREEMENT WITH PROVISIONS
CONTAINING CONTENT SIMILAR TO THE NON-USE AND NON-DISCLOSURE PROVISIONS HEREOF,
PRIOR TO ANY DISCLOSURE OF CONFIDENTIAL INFORMATION TO SUCH EMPLOYEES.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, (A) SUBLANDLORD SHALL ENSURE THAT THE
EXACT EMPLOYEES HAVE ALL SIGNED THE TYPE OF NON-USE AND NON-DISCLOSURE AGREEMENT
DESCRIBED IN THE FOREGOING SENTENCE (THE "NON-DISCLOSURE AGREEMENTS") PRIOR TO
THE TERM COMMENCEMENT DATE, AND ANY THIRD PARTY INFORMATION TECHNOLOGY SERVICE
PERSONNEL AND/OR ANY AUDITING PERSONNEL WHO WILL HAVE ACCESS TO THE PREMISES
SHALL SIGN NON-DISCLOSURE AGREEMENTS, TO THE EXTENT THEIR EMPLOYERS ALLOW OR
APPROVE OF SUCH NON-DISCLOSURE AGREEMENTS, PRIOR TO BEING GIVEN SUCH ACCESS, AND
(B) SUBTENANT SHALL ENSURE THAT ALL OF SUBTENANT'S EMPLOYEES WHO WILL HAVE
ACCESS TO THE PREMISES SHALL HAVE SIGNED NON-DISCLOSURE AGREEMENTS PRIOR TO SUCH
EMPLOYEES COMMENCING WORK AT THE PREMISES.
THE PARTIES AGREE NOT TO MAKE ANY
COPIES OF THE
CONFIDENTIAL INFORMATION OF THE OTHER PARTY UNLESS THE SAME ARE PREVIOUSLY
APPROVED IN WRITING BY THE OTHER PARTY.
EACH PARTY AGREES TO REPRODUCE THE
OTHER PARTY'S PROPRIETARY RIGHTS NOTICES ON ANY SUCH APPROVED COPIES, IN THE
SAME MANNER IN WHICH SUCH NOTICES WERE SET FORTH IN OR ON THE ORIGINAL.
35.
HAZARDOUS MATERIALS.
SUBLANDLORD AND SUBTENANT AGREE AS FOLLOWS
WITH RESPECT TO THE EXISTENCE OR USE OF "HAZARDOUS MATERIAL" IN OR ON THE
PREMISES OR PROJECT.
(A)
SUBTENANT, AT ITS SOLE COST AND EXPENSE, SHALL COMPLY WITH ALL
LAWS, STATUTES, ORDINANCES, RULES AND REGULATIONS OF ANY LOCAL, STATE OR FEDERAL
GOVERNMENTAL AUTHORITY (INCLUDING, WITHOUT LIMITATION, THE FIRE DEPARTMENT OF
THE CITY OF MARLBOROUGH, AND THE LOCAL EMERGENCY PLANNING COMMITTEE, IF ANY)
HAVING JURISDICTION CONCERNING ENVIRONMENTAL, HEALTH AND SAFETY MATTERS
(COLLECTIVELY, "ENVIRONMENTAL LAWS"), INCLUDING, BUT NOT LIMITED TO, ANY
DISCHARGE INTO THE AIR, SURFACE, WATER, SEWERS, SOIL OR GROUNDWATER OF ANY
HAZARDOUS MATERIAL (AS DEFINED IN SECTION 35(C), BELOW), WHETHER WITHIN OR
OUTSIDE THE PREMISES, WITHIN THE PROJECT.
NOTWITHSTANDING THE FOREGOING,
NOTHING CONTAINED IN THIS SUBLEASE REQUIRES, OR SHALL BE CONSTRUED TO REQUIRE,
SUBTENANT TO INCUR ANY LIABILITY RELATED TO OR ARISING FROM ENVIRONMENTAL
CONDITIONS (EXCEPT TO THE EXTENT SET FORTH IN SECTION 4.2.3(V) OF THE
OVERLEASE): (I) FOR WHICH THE SUBLANDLORD IS RESPONSIBLE PURSUANT TO THE
EXPRESS TERMS OF THE OVERLEASE, (II) WHICH EXISTED WITHIN THE PREMISES OR THE