any information:
(A)
WHICH IT HAS ACQUIRED OR WILL ACQUIRE FROM THE OTHER PARTY AND/OR
FROM THE JV COMPANY (WHETHER BEFORE OR AFTER THE DATE OF THIS AGREEMENT) IN
RELATION TO THE CUSTOMERS, BUSINESS OR ASSETS OF THE OTHER PARTY AND/OR THE JV
COMPANY;
(B)
WHICH IT HAS ACQUIRED OR WILL ACQUIRE IN RELATION TO THE CUSTOMERS,
BUSINESS OR ASSETS OF THE OTHER PARTY AND/OR THE JV COMPANY AS A RESULT OF THE
NEGOTIATIONS OF THIS AGREEMENT AND/OR IN THEIR CAPACITY AS A SHAREHOLDER OR
MEMBER OF THE BOARD OF DIRECTORS OF THE JV COMPANY;
(COLLECTIVELY THE "CONFIDENTIAL INFORMATION").
Neither Party shall use for its own business purposes or disclose to any Third
Party such Confidential Information without the consent of the other Party.
46
19.2.2
EXCEPTIONS.
THE ABOVE CONFIDENTIALITY OBLIGATION SHALL NOT APPLY TO:
(A)
INFORMATION WHICH IS INDEPENDENTLY DEVELOPED BY A PARTY OR VALIDLY
ACQUIRED FROM A THIRD PARTY;
(B)
INFORMATION WHICH IS KNOWN BY THE RECEIVING PARTY PRIOR TO THE
DISCLOSURE BY THE DISCLOSING PARTY;
(C)
THE DISCLOSURE OF CONFIDENTIAL INFORMATION TO THE EXTENT REQUIRED
BY REQUIREMENTS OF LAW OR ANY STOCK EXCHANGE REGULATION;
(D)
THE DISCLOSURE OF INFORMATION TO ANY TAX AUTHORITY TO THE EXTENT
REASONABLY REQUIRED FOR THE PURPOSES OF THE TAX AFFAIRS OF THE PARTY CONCERNED;
(E)
THE DISCLOSURE, TO A PARTY'S PROFESSIONAL ADVISERS, OF INFORMATION
REASONABLY REQUIRED TO BE DISCLOSED FOR A PURPOSE REASONABLY INCIDENTAL TO THIS
AGREEMENT; AND
(F)
INFORMATION WHICH FALLS WITHIN THE PUBLIC DOMAIN (OTHERWISE THAN
AS A RESULT OF A BREACH HEREUNDER).
19.2.3
SURVIVAL AFTER TERMINATION. THE PROVISIONS OF THIS SECTION 19.2 SHALL
SURVIVE THE TERMINATION OF THE AGREEMENT FOR A PERIOD OF TEN (10) YEARS.
19.3.
NOTICES.
ALL NOTICES OR OTHER COMMUNICATIONS REQUIRED OR PERMITTED
HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED GIVEN OR DELIVERED (A) WHEN
DELIVERED PERSONALLY, (B) IF TRANSMITTED BY FACSIMILE OR E-MAIL WHEN
CONFIRMATION OF TRANSMISSION IS RECEIVED BY THE SENDING PARTY, SUCH FACSIMILE OR
E-MAIL TO BE CONFIRMED BY REGISTERED MAIL OR REPUTABLE OVERNIGHT COURIER, (C) IF
SENT BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED,
ON THE FIFTH (5TH) DAY AFTER MAILING OR (D) IF SENT BY REPUTABLE OVERNIGHT
COURIER, ON THE FIFTH (5TH) DAY AFTER MAILING; AND SHALL BE ADDRESSED TO THE
PARTIES AS FOLLOWS:
47
If to Axane, to:
Mr. Hervé Mennrath
Axane
2, rue de Clémencière
38360 Sassenage, France

Fax: 0.43.60.28
Attention: Directeur Général
Cc : Direction des Affaires Juridiques
75 quai d'Orsay
75007 Paris, France
Fax : .51.75

If to Plug Power, to:
Mr. Gerard L. Conway, Jr.
General Counsel
Plug Power Inc.
968 Albany Shaker Road
Latham, New York 12110

Fax: 1.518.782.78.84
or to such other address as such Party may indicate by a notice delivered to the
other Parties five (5) days in advance.
19.4.
LANGUAGE
The official and original version of this Agreement and the Ancillary Agreements
shall be in the English language and shall prevail over any non-English version
thereof.
The Parties agree that the