PERSON OR ENTITY TO HOLD IN
CONFIDENCE AND NOT MAKE USE OF THE CONFIDENTIAL INFORMATION FOR ANY PURPOSE
OTHER THAN THOSE PERMITTED BY THIS AGREEMENT.
THE RECEIVING PARTY SHALL NOTIFY
THE DISCLOSING PARTY PROMPTLY UPON DISCOVERY OF ANY UNAUTHORIZED USE OR
DISCLOSURE OF THE CONFIDENTIAL INFORMATION.
5.3
PERMITTED DISCLOSURES.
THE CONFIDENTIALITY
OBLIGATIONS CONTAINED IN THIS SECTION 5 SHALL NOT APPLY TO THE EXTENT THAT THE
RECEIVING PARTY IS REQUIRED TO DISCLOSE INFORMATION BY LAW, ORDER OR REGULATION
OF A GOVERNMENTAL AGENCY OR A COURT OF COMPETENT JURISDICTION, PROVIDED THAT THE
RECEIVING PARTY SHALL PROVIDE WRITTEN NOTICE THEREOF TO THE DISCLOSING PARTY AND
SUFFICIENT OPPORTUNITY TO OBJECT TO ANY SUCH DISCLOSURE OR TO REQUEST
CONFIDENTIAL TREATMENT THEREOF.
6.
INDEMNIFICATION
6.1
MUTUAL INDEMNITY.
IN ADDITION TO THE
INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 2.7, EACH PARTY (THE
"INDEMNITOR") SHALL DEFEND, INDEMNIFY AND HOLD THE OTHER PARTY (THE
"INDEMNITEE") HARMLESS FROM ALL LOSSES, LIABILITIES, DAMAGES AND EXPENSES
(INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS) RESULTING FROM ANY CLAIMS,
DEMANDS, ACTIONS AND OTHER PROCEEDINGS BY ANY THIRD PARTY TO THE EXTENT
RESULTING FROM (A) ANY MATERIAL BREACH OF THIS AGREEMENT BY THE INDEMNITOR,
(B) ANY RECKLESSNESS OR INTENTIONAL ACT OR OMISSION BY OR ON BEHALF OF THE
INDEMNITOR IN THE PERFORMANCE OF ITS ACTIVITIES UNDER THIS AGREEMENT, (C) ANY
MISREPRESENTATIONS BY THE INDEMNITOR, OR (D) ANY VIOLATION BY THE INDEMNITOR (OR
ANY OF ITS EMPLOYEES OR AGENTS) OF, OR FAILURE TO ADHERE TO, ANY APPLICABLE LAW,
REGULATION OR ORDER IN ANY COUNTRY, IN EACH CASE OTHER THAN THOSE CERTAIN
LOSSES, LIABILITIES, DAMAGES AND EXPENSES ARISING OUT OF THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF THE INDEMNITEE.
THE OBLIGATIONS OF THE PARTIES UNDER THIS
SECTION 6.1 SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
6.2
PROCEDURE.
IF THE INDEMNITEE INTENDS TO
CLAIM INDEMNIFICATION UNDER THIS SECTION 6, IT SHALL PROMPTLY NOTIFY THE
INDEMNITOR IN WRITING OF ANY CLAIM, DEMAND, ACTION OR OTHER PROCEEDING FOR WHICH
THE INDEMNITEE INTENDS TO CLAIM SUCH INDEMNIFICATION, AND THE INDEMNITOR SHALL
HAVE THE RIGHT TO PARTICIPATE IN, AND, TO THE EXTENT THE INDEMNITOR SO DESIRES,
TO ASSUME THE DEFENSE THEREOF WITH COUNSEL MUTUALLY SATISFACTORY TO THE
6
PARTIES.
THE OBLIGATIONS UNDER THIS SECTION 6 SHALL NOT APPLY TO AMOUNTS PAID
IN SETTLEMENT OF ANY CLAIM, DEMAND, ACTION OR OTHER PROCEEDING IF SUCH
SETTLEMENT IS EFFECTED WITHOUT THE CONSENT OF THE INDEMNITOR, WHICH CONSENT
SHALL NOT BE WITHHELD OR DELAYED UNREASONABLY.
THE FAILURE TO DELIVER WRITTEN
NOTICE TO THE INDEMNITOR WITHIN A REASONABLE TIME AFTER THE COMMENCEMENT OF ANY
SUCH ACTION, IF PREJUDICIAL TO ITS ABILITY TO DEFEND SUCH ACTION, SHALL RELIEVE
THE INDEMNITOR OF ANY OBLIGATION TO THE INDEMNITEE UNDER THIS SECTION 6, BUT THE
OMISSION SO TO DELIVER WRITTEN NOTICE TO THE INDEMNITOR SHALL NOT RELIEVE IT OF
ANY OBLIGATION THAT IT MAY HAVE TO ANY PARTY CLAIMING INDEMNIFICATION OTHERWISE
THAN UNDER THIS SECTION 6.
THE INDEMNITEE, ITS EMPLOYEES AND AGENTS, SHALL
REASONABLY COOPERATE WITH THE INDEMNITOR AND ITS LEGAL REPRESENTATIVES IN THE
INVESTIGATION OF ANY CLAIM, DEMAND, ACTION