COME
TO A DECISION, BUT THE MATTER DOES NOT RISE TO THE LEVEL OF THE DEADLOCK AS
DEFINED, THE PROPOSED RESOLUTION SHALL BE DEEMED REJECTED.
20.4
BOTH PARTIES SHALL USE THEIR REASONABLE BEST EFFORTS
TO AVOID THE OCCURRENCE OF A DEADLOCK.
ARTICLE 21
CONFIDENTIALITY
21.1
CONFIDENTIALITY.
(1)
EACH PARTY SHALL MAINTAIN THE SECRECY AND
CONFIDENTIALITY OF, AND NOT DISCLOSE TO ANY ENTITY OR PERSON OTHER THAN THE
PARTIES AND THE COMPANY, ANY PROPRIETARY, SECRET OR CONFIDENTIAL DATA AND
INFORMATION RELATING TO THE COMPANY, OR ITS BUSINESS OPERATIONS, OR BELONGING TO
THE OTHER PARTY, OR DISCLOSED BY THE OTHER PARTY AT ANY TIME DURING OR FOR THE
PURPOSE OF NEGOTIATION OF THIS CONTRACT OR THE ESTABLISHMENT OR OPERATION OF THE
COMPANY (THE "CONFIDENTIAL INFORMATION").
(2)
THE PARTIES AGREE NOT TO, AND AGREE TO
ENSURE ITS APPOINTED DIRECTORS AND MANAGERS WILL NOT, USE ANY CONFIDENTIAL
INFORMATION FOR THEIR OWN PURPOSES OR FOR ANY PURPOSE OTHER THAN THE
IMPLEMENTATION OF THE COMPANY'S BUSINESS.
(3)
EACH PARTY AGREES TO ABIDE BY THESE
OBLIGATIONS OF CONFIDENTIALITY AND NON-USE DURING THE TERM OF THIS CONTRACT,
INCLUDING ANY EXTENSION THEREOF, OR FOR SO LONG AS THE COMPANY CONTINUES TO
EXIST, AND FOR A PERIOD OF [**] YEARS THEREAFTER.
(4)
THE COMPANY SHALL CAUSE ITS PERSONNEL TO BE
BOUND BY AND COMPLY WITH THE OBLIGATIONS SET OUT IN THIS ARTICLE 21. TO THIS
EFFECT, AND UNDERTAKING OF SECRECY AND NO-USE, IN FORM AND SUBSTANCE
SATISFACTORY TO THE PARTIES, SHALL BE INCLUDED IN ALL LABOR OR SERVICE CONTRACTS
SIGNED BY COMPANY PERSONNEL.
21.2
THIS ARTICLE SHALL NOT PROHIBIT DISCLOSURE OR USE OF
ANY INFORMATION IF AND TO THE EXTENT:
(1)
THE DISCLOSURE OR USE IS REQUIRED BY LAW
AND ANY REGULATORY BODY PURSUANT TO THE LAW;
(2)
THE DISCLOSURE OR USE IS REQUIRED FOR THE
PURPOSE OF ANY JUDICIAL PROCEEDINGS ARISING OUT OF THIS CONTRACT OR ANY OTHER
AGREEMENT OR CONTRACT ENTERED INTO UNDER OR PURSUANT TO THIS CONTRACT OR THE
DISCLOSURE IS REASONABLY REQUIRED TO BE MADE TO A TAXATION AUTHORITY IN
CONNECTION WITH THE TAXATION AFFAIRS OF THE DISCLOSING PARTY;
(3)
THE DISCLOSURE IS MADE TO PROFESSIONAL
ADVISERS OF THE PARTIES PROVIDED THAT
32
SUCH PROFESSIONAL ADVISERS COMPLY WITH PROVISIONS OF THIS ARTICLE 21 IN RESPECT
OF SUCH INFORMATION AS IF THEY WERE A PARTY TO THIS CONTRACT;
(4)
THE INFORMATION BECOMES PUBLICLY AVAILABLE
(OTHER THAN BY BREACH OF THIS CONTRACT);
(5)
THE PARTIES HAVE GIVEN PRIOR WRITTEN
APPROVAL TO THE DISCLOSURE OR USE.
21.3
IN CONNECTION WITH THE NEGOTIATIONS OF THIS
CONTRACT, CONFIDENTIAL INFORMATION AND DOCUMENTATION HAS BEEN AND WILL BE
EXCHANGED BETWEEN THE PARTIES.
THE RECEIVING PARTY AGREES THAT IT WILL KEEP
CONFIDENTIAL SUCH INFORMATION AND DOCUMENTATION AND THAT IT WILL USE SUCH
INFORMATION AND DOCUMENTATION ONLY FOR THE PURPOSE OF ACHIEVING THE COMMON GOALS
IN THIS CONTRACT AND THE ANCILLARY AGREEMENTS, UNLESS PRIOR WRITTEN APPROVAL TO
USE IT OTHERWISE IS RECEIVED FROM THE OTHER PARTY.
NEITHER PARTY WILL PERMIT
ITS REPRESENTATIVE TO ISSUE ANY PRESS RELEASE, PUBLIC STATEMENT OR OTHER PUBLIC
NOTICE WITH