AT LAW OR IN DAMAGES INADEQUATE.
EACH PARTY,
THEREFORE, AGREES THAT THE OTHER PARTY SHALL HAVE THE RIGHT TO APPLY TO ANY
COURT OF COMPETENT JURISDICTION FOR AN ORDER RESTRAINING ANY BREACH OR
THREATENED BREACH OF THIS SECTION AND FOR ANY OTHER APPROPRIATE RELIEF.
THIS
RIGHT SHALL BE IN ADDITION TO ANY OTHER REMEDY AVAILABLE IN LAW OR EQUITY.
12.6
A PARTY REQUESTED OR ORDERED BY A COURT OR OTHER GOVERNMENTAL
AUTHORITY OF COMPETENT JURISDICTION TO DISCLOSE ANOTHER PARTY'S CONFIDENTIAL
INFORMATION SHALL NOTIFY THE OTHER PARTY IN ADVANCE OF ANY SUCH DISCLOSURE AND,
ABSENT THE OTHER PARTY'S CONSENT TO SUCH DISCLOSURE, USE ITS BEST EFFORTS TO
RESIST, AND TO ASSIST THE OTHER PARTY IN RESISTING, SUCH DISCLOSURE. A PARTY
PROVIDING ANOTHER PARTY'S CONFIDENTIAL INFORMATION TO A COURT OR OTHER
GOVERNMENTAL AUTHORITY SHALL USE ITS BEST EFFORTS TO OBTAIN A PROTECTIVE ORDER
OR COMPARABLE ASSURANCE THAT THE CONFIDENTIAL INFORMATION SO PROVIDED WILL BE
HELD IN CONFIDENCE AND NOT FURTHER DISCLOSED TO ANY OTHER PERSON, ABSENT THE
OWNER'S PRIOR CONSENT.
12.7
NOTHING CONTAINED HEREIN SHALL PRECLUDE EITHER PARTY FROM
DISCLOSING THE TERMS OF THIS AGREEMENT IF REQUIRED TO SATISFY ITS PUBLIC
DISCLOSURE OBLIGATIONS UNDER SECURITIES LAW.
13.
INDEMNIFICATIONS
Aether will indemnify and hold harmless Motient from and against all loss,
liability, damage and expense, including reasonable attorneys' fees, caused by
(1) claims for libel, slander, invasion of privacy or infringement of copyright
and invasion and/or alteration of private records or data arising from any
information, data or message transmittal over the Land Earth Stations, or (2)
any breach of the terms and conditions of this Agreement or any breach of
Motient's policies, rules and procedures applicable to Aether and/or its
employees with respect to the use of the Reston Premises.
14.
ASSIGNMENT
Neither party may assign this Agreement or any rights or obligations hereunder
without the prior written consent of the other party, which the other party may
grant or withhold in its sole discretion; provided, that no prior consent shall
be required in connection with the assignment and transfer of this Agreement by
Motient to Motient Satellite Ventures
LLC (or its successor) ("MSV") in connection with the transfer of Motient's
satellite communications business as an entirety to MSV.
No assignment of this
Agreement shall relieve either party of any obligations hereunder. Any attempted
assignment in violation of this Section shall be void.
This Agreement shall be
binding upon, and inure to the benefit of, the parties hereto and their
respective successors and permitted assigns.
15.
FORCE MAJEURE
15.1
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY
FAILURE TO PERFORM HEREUNDER THAT IS DUE TO WAR, RIOTS, EMBARGOES, STRIKES OR
OTHER CONCERTED ACTS OF WORKERS (WHETHER OF A PARTY HERETO OR OF OTHERS),
CASUALTIES, ACCIDENTS OR OTHER CAUSES TO THE EXTENT THAT SUCH FAILURE AND THE
CONSEQUENCES THEREOF ARE REASONABLY BEYOND THE CONTROL AND WITHOUT THE FAULT OR
NEGLIGENCE OF THE PARTY CLAIMING EXCUSE.
EACH PARTY SHALL, WITH THE COOPERATION
OF THE OTHER PARTY, USE REASONABLE