THAT THE RECIPIENT OF SUCH CONFIDENTIAL INFORMATION
SHALL GIVE THE OWNER OF SUCH CONFIDENTIAL INFORMATION PROMPT NOTICE, AND SHALL
USE ITS BEST EFFORTS TO COOPERATE WITH THE OWNER OF SUCH CONFIDENTIAL
INFORMATION IF THE OWNER WISHES TO OBTAIN A PROTECTIVE ORDER OR OTHERWISE
PROTECT THE CONFIDENTIALITY OF SUCH CONFIDENTIAL INFORMATION.
THE OWNER OF SUCH
CONFIDENTIAL INFORMATION RESERVES THE RIGHT TO OBTAIN A PROTECTIVE ORDER OR
OTHERWISE PROTECT THE CONFIDENTIALITY OF SUCH CONFIDENTIAL INFORMATION.
7.3.4.
NOTIFICATION.
IN THE EVENT OF ANY DISCLOSURE OR LOSS OF
CONFIDENTIAL INFORMATION, THE RECEIVING PARTY SHALL IMMEDIATELY NOTIFY THE
DISCLOSING PARTY AND SHALL TAKE ALL NECESSARY AND APPROPRIATE ACTIONS TO
RETRIEVE THE LOST OR IMPROPERLY DISCLOSED INFORMATION.
7.3.5.
INJUNCTIVE RELIEF.
EACH PARTY ACKNOWLEDGES THAT ANY BREACH OF
ANY PROVISION OF THIS SECTION BY EITHER PARTY, OR ITS PERSONNEL OR
SUBCONTRACTORS, WILL CAUSE IMMEDIATE AND IRREPARABLE INJURY TO THE OTHER PARTY,
AND IN THE EVENT OF SUCH BREACH, THE INJURED PARTY SHALL BE ENTITLED TO SEEK
INJUNCTIVE RELIEF, WITHOUT BOND OR OTHER SECURITY, AND ANY AND ALL OTHER
REMEDIES AVAILABLE AT LAW OR IN EQUITY.
7.3.6.
RETURN OF CONFIDENTIAL INFORMATION.
UNLESS A PARTY IS
EXPRESSLY AUTHORIZED BY THIS AGREEMENT TO RETAIN THE OTHER PARTY'S CONFIDENTIAL
INFORMATION, SUCH PARTY SHALL PROMPTLY RETURN OR DESTROY, AT THE DISCLOSING
PARTY'S OPTION, THE DISCLOSING PARTY'S CONFIDENTIAL INFORMATION, AND ALL COPIES
THEREOF, WITHIN FIVE (5) BUSINESS DAYS OF THE DISCLOSING PARTY'S WRITTEN
REQUEST, AND SHALL CERTIFY TO THE DISCLOSING PARTY THAT IT NO LONGER HAS IN ITS
POSSESSION OR UNDER ITS CONTROL ANY CONFIDENTIAL INFORMATION IN ANY FORM
WHATSOEVER, OR ANY COPY THEREOF.
18
7.3.7.
CONFIDENTIALITY AGREEMENTS. VENDOR COVENANTS THAT EACH OF ITS
EMPLOYEES AND THE EMPLOYEES OF ANY AND ALL SUBCONTRACTORS PERFORMING SERVICES
SHALL BE SUBJECT TO THE TERMS OF AN EMPLOYMENT OR OTHER AGREEMENT THAT (A)
REQUIRES SUCH EMPLOYEE TO PROTECT VENDOR'S CLIENTS' CONFIDENTIAL INFORMATION,
INCLUDING CUSTOMER DATA, AND THAT OFFERS NO LESS DEGREE OF PROTECTION THAN THAT
WHICH IS REQUIRED HEREUNDER AND (B) REQUIRES SUCH EMPLOYEE TO GRANT ITS EMPLOYER
OWNERSHIP OF ANY AND ALL DEVELOPED WORK PRODUCT CREATED OR DEVELOPED BY SUCH
EMPLOYEE.
WITHOUT REGARD TO WHETHER ANY INDIVIDUAL IS SUBJECT TO ANY SUCH
AGREEMENT AND WITHOUT REGARD TO ITS TERMS, VENDOR SHALL BE RESPONSIBLE FOR, AND
SHALL REMAIN FULLY LIABLE FOR, ANY ACTION OR INACTION BY EACH OF ITS AGENTS AND
SUBCONTRACTORS, AND EACH OF THEIR EMPLOYEES, WITH RESPECT TO THE CONFIDENTIAL
INFORMATION AND CUSTOMER DATA THAT RESULTS IN A BREACH OF THIS SECTION 7.3 OR
SECTION 13.4.
8.
REPRESENTATIONS AND WARRANTIES
8.1.
VENDOR REPRESENTATIONS AND WARRANTIES.
VENDOR REPRESENTS AND
WARRANTS TO NEXTEL THAT:
8.1.1.
VENDOR DILIGENCE.
VENDOR HAS HAD ADEQUATE OPPORTUNITY TO
INSPECT ALL MATERIAL COMPONENTS, WORKINGS, CAPABILITIES, PROCEDURES, AND
CAPACITIES OF THE NETWORKS, HARDWARE, AND SOFTWARE ASSOCIATED WITH THE PROVISION
OF THE SERVICES PRESENTED TO DATE; IT HAS RECEIVED ANSWERS TO ALL QUESTIONS THAT
IT HAS PRESENTED TO NEXTEL REGARDING THE SCOPE AND SUBSTANCE OF THE SERVICES;
AND IT IS CAPABLE IN ALL RESPECTS OF PROVIDING THE SERVICES IN ACCORDANCE WITH
THIS AGREEMENT.
8.1.2.