THAN CUSTOMER OR ITS AFFILIATES, OR
(III) IS DEVELOPED INDEPENDENTLY BY PROVIDER OR SUCH AFFILIATE OR REPRESENTATIVE
WITHOUT REFERENCE TO THE CUSTOMER CONFIDENTIAL INFORMATION; PROVIDED, HOWEVER,
THAT, IN THE CASE OF CLAUSE (II), THE SOURCE OF SUCH INFORMATION WAS NOT KNOWN
BY SUCH PERSONS TO BE BOUND BY A CONFIDENTIALITY AGREEMENT WITH, OR OTHER
CONTRACTUAL, LEGAL OR FIDUCIARY OBLIGATION OF CONFIDENTIALITY TO, CUSTOMER OR
ANY OF ITS AFFILIATES WITH RESPECT TO SUCH INFORMATION.
11.2
OBLIGATIONS OF CUSTOMER.
FROM AND AFTER THE EXECUTION DATE,
SUBJECT TO SECTION 11.3 AND THE RIGHTS OF CUSTOMER WITH RESPECT TO THE PROVIDER
LICENSED TECHNOLOGY PURSUANT TO EXHIBIT I, AND EXCEPT AS OTHERWISE CONTEMPLATED
BY THIS AGREEMENT, CUSTOMER SHALL NOT, AND SHALL CAUSE ITS AFFILIATES AND THEIR
RESPECTIVE REPRESENTATIVES, NOT TO,
16
directly or indirectly, disclose, reveal, divulge or communicate to any Person
other than Representatives of such party or of its Affiliates who reasonably
need to know such information in providing Services to CUSTOMER or any Affiliate
of CUSTOMER or use or otherwise exploit for its own benefit or for the benefit
of any third party, any PROVIDER Confidential Information.
If any disclosures
are made in connection with providing Services to CUSTOMER or any of its
Affiliates under this Agreement, then the PROVIDER Confidential Information so
disclosed shall be used only as required to perform the Services.
CUSTOMER and
its Affiliates shall use the same degree of care to prevent and restrain the
unauthorized use or disclosure of the PROVIDER Confidential Information by any
of their Representatives as they currently use for their own confidential
information of a like nature, but in no event less than a reasonable standard of
care.
For purposes of this Section 11.2, any Information, material or documents
relating to the businesses currently or formerly conducted, or proposed to be
conducted, by GE or any of its Affiliates (other than any member of the Genworth
Group) furnished to or in possession of CUSTOMER or any of its Affiliates,
irrespective of the form of communication, and all notes, analyses,
compilations, forecasts, data, translations, studies, memoranda or other
documents prepared by CUSTOMER or its officers, directors and Affiliates, that
contain or otherwise reflect such information, material or documents is
hereinafter referred to as
"PROVIDER Confidential Information."
"PROVIDER
Confidential Information" does not include, and there shall be no obligation
hereunder with respect to, information that (i) is or becomes generally
available to the public, other than as a result of a disclosure by CUSTOMER or
its Representatives not otherwise permissible hereunder, (ii) CUSTOMER or such
Representative can demonstrate was or became available to it from a source other
than PROVIDER and its Affiliates, or (iii) is developed independently by
CUSTOMER or its Representatives without reference to the PROVIDER Confidential
Information; provided, however, that, in the case of clause (ii), the source of
such information was not known by CUSTOMER to be bound by a confidentiality
agreement with, or other contractual, legal or fiduciary obligation of
confidentiality to, PROVIDER or its Affiliates with respect