marked with three asterisks represent
confidential portions omitted and filed separately with the Securities and
Exchange Commission.
10
CONFIDENTIAL
INDEPENDENT CONTRACTOR SEEKING ACCESS TO CONFIDENTIAL INFORMATION SHALL BE
REQUIRED TO ENTER INTO A WRITTEN NON-DISCLOSURE AGREEMENT WITH NCL OR NOA PRIOR
TO RECEIVING ANY ACCESS TO OR DISCLOSURE OF THE CONFIDENTIAL INFORMATION FROM
EITHER LICENSEE OR NCL.
At LICENSEE's option, the written non-disclosure agreement may be with LICENSEE
rather than NCL or NOA, in which case the form and substance of the
non-disclosure agreement must be acceptable to NCL. Also, in such case LICENSEE
shall provide to NCL on a continuing basis a listing of all Independent
Contractors who have received or been granted access to Confidential Information
along with copies of the applicable written non-disclosure agreements. In
addition, LICENSEE shall take all reasonable measures to ensure that its
Independent Contractors fulfill the requirements of the applicable written
non-disclosure agreements.
LICENSEE shall use its best efforts to ensure that its employees and Independent
Contractors working with or otherwise having access to Confidential Information
shall not disclose or make unauthorized use of the Confidential Information.
LICENSEE agrees to indemnify NCL against all loss or damage, including
consequential economic loss, for breach of these obligations by the LICENSEE,
its employees and Independent Contractors.
8.5
AGREEMENT CONFIDENTIALITY. LICENSEE AGREES
THAT THE TERMS, CONDITIONS AND ANNOUNCEMENT OR PRESS RELEASE REGARDING THIS
AGREEMENT OR THE RELEASE DATES FOR GAMES DEVELOPED BY LICENSEE UNDER THIS
AGREEMENT SHALL BE SUBJECT TO NCL'S PRIOR WRITTEN APPROVAL. THE PARTIES MAY
DISCLOSE THIS AGREEMENT: (A) TO ACCOUNTANTS, BANKS, FINANCING SOURCES, LAWYERS,
PARENT COMPANIES AND RELATED PARTIES UNDER SUBSTANTIALLY EQUIVALENT
CONFIDENTIALITY OBLIGATIONS, (B) IN CONNECTION WITH ANY FORMAL LEGAL PROCEEDING
FOR THE ENFORCEMENT OF THIS AGREEMENT, (C) AS REQUIRED BY THE REGULATIONS OF THE
GOVERNMENT AGENCIES IN THE TERRITORY THAT REGULATE PUBLICLY-TRADED SECURITIES,
PROVIDED THAT ALL CONFIDENTIAL INFORMATION REGARDING NCL SHALLBE REDACTED FROM
SUCH DISCLOSURES TO THE MAXIMUM EXTENT ALLOWED BY SUCH GOVERNMENT AGENCIES, (D)
IN RESPONSE TO LAWFUL PROCESS, SUBJECT TO A COURT
ORDER LIMITING THE PERSONS TO
WHOM CONFIDENTIAL INFORMATION MAY BE DISCLOSED AND THE EXTENT OF DISCLOSURE OF
SUCH CONFIDENTIAL INFORMATION, APPROVED IN ADVANCE BY NCL; AND (E) TO A THIRD
PARTY PROPOSING TO ENTER INTO A BUSINESS TRANSACTION WITH LICENSEE OR WITH NCL,
BUT ONLY TO THE EXTENT REASONABLY NECESSARY FOR CARRYING OUT THE PROPOSED
TRANSACTION AND ONLY UNDER TERMS OF MUTUAL CONFIDENTIALITY.
8.6
NOTIFICATION OBLIGATIONS. LICENSEE SHALL
PROMPTLY NOTIFY NCL OF THE UNAUTHORIZED USE OR DISCLOSURE OF ANY CONFIDENTIAL
INFORMATION AND SHALL PROMPTLY ACT TO RECOVER ANY SUCH INFORMATION AND PREVENT
FURTHER BREACH OF THE OBLIGATIONS HEREIN. THE OBLIGATIONS OF LICENSEE SET FORTH
HEREIN ARE IN ADDITION TO AND NOT IN LIEU OF ANY OTHER LEGAL REMEDY THAT MAY BE
AVAILABLE TO NCL UNDER THIS AGREEMENT OR APPLICABLE LAW.
8.7
CONTINUING EFFECT OF THE NDA. THE TERMS OF
THIS SECTION 8 SUPPLEMENT THE TERMS OF THE NDA, WHICH SHALL REMAIN IN EFFECT. IN
THE EVENT OF A CONFLICT BETWEEN THE TERMS OF THE NDA AND