ARTICLE VIII THEREOF.
SECTION 4.2.
PROPRIETARY INFORMATION AND RIGHTS.
EACH PARTY
ACKNOWLEDGES THAT THE OTHER POSSESSES, AND WILL CONTINUE TO POSSESS, INFORMATION
THAT HAS BEEN CREATED, DISCOVERED OR DEVELOPED BY THEM AND/OR IN WHICH PROPERTY
RIGHTS HAVE BEEN ASSIGNED OR OTHERWISE CONVEYED TO THEM, WHICH INFORMATION HAS
COMMERCIAL VALUE AND IS NOT IN THE PUBLIC DOMAIN. THE PROPRIETARY INFORMATION OF
EACH PARTY WILL BE AND REMAIN THE SOLE PROPERTY OF SUCH PARTY AND ITS ASSIGNS.
EACH PARTY SHALL USE THE SAME DEGREE OF CARE THAT IT NORMALLY USES TO PROTECT
ITS OWN PROPRIETARY INFORMATION TO PREVENT THE DISCLOSURE TO THIRD PARTIES OF
INFORMATION THAT HAS BEEN IDENTIFIED AS PROPRIETARY BY WRITTEN NOTICE TO SUCH
PARTY FROM THE OTHER PARTY. NEITHER PARTY SHALL MAKE ANY USE OF THE INFORMATION
OF THE OTHER THAT HAS BEEN IDENTIFIED AS PROPRIETARY, OR WOULD REASONABLY BE
UNDERSTOOD TO BE PROPRIETARY, EXCEPT AS CONTEMPLATED OR REQUIRED BY THE TERMS OF
THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, THIS SECTION SHALL NOT APPLY TO
ANY INFORMATION THAT A PARTY CAN DEMONSTRATE: (A) WAS, AT THE TIME OF DISCLOSURE
TO IT, IN THE PUBLIC DOMAIN THROUGH NO FAULT OF SUCH PARTY; (B) WAS RECEIVED
AFTER DISCLOSURE TO IT FROM A THIRD PARTY WHO HAD A LAWFUL RIGHT TO DISCLOSE
SUCH INFORMATION TO IT; OR (C) WAS INDEPENDENTLY DEVELOPED BY THE RECEIVING
PARTY.
EACH PARTY AGREES TO GRANT TO THE OTHER PARTY'S PERSONNEL, ACCESS TO
LOCATIONS,
6
SYSTEMS AND INFORMATION (SUBJECT TO THE PROVISIONS CONTAINED HEREIN) AS
NECESSARY FOR THE OTHER PARTY TO PERFORM ITS OBLIGATIONS HEREUNDER.
ARTICLE V.
TERMINATION
SECTION 5.1.
TERM.
THIS AGREEMENT SHALL BE EFFECTIVE ON THE DATE
HEREOF, AND SHALL CONTINUE IN FULL FORCE AND EFFECT UNTIL THE ICG SERVICE PERIOD
HAS FULLY EXPIRED.
SECTION 5.2.
EFFECT OF TERMINATION.
(A)
UPON TERMINATION OF THIS AGREEMENT, ALL FURTHER OBLIGATIONS OF ICG
TO PROVIDE, OR LEVEL 3 TO PURCHASE, SERVICES SET FORTH IN ARTICLE II HEREUNDER
SHALL TERMINATE, EXCEPT (I) ANY AMOUNTS INCURRED PRIOR TO TERMINATION BUT NOT
YET PAID, AND (II) ANY LIABILITY FOR SLA REMEDIES OR FOR BREACH OF ANY OF THE
COVENANTS OR ANY OF THE REPRESENTATIONS OR WARRANTIES CONTAINED IN THIS
AGREEMENT.
(B)
FOLLOWING ANY TERMINATION OF THIS AGREEMENT, EACH PARTY SHALL
COOPERATE WITH THE OTHER TO TRANSFER AND/OR RETAIN ALL RECORDS, PREPARE AND FILE
TAX RETURNS AND TAKE ALL OTHER ACTIONS NECESSARY TO PROVIDE ICG AND LEVEL 3 AND
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS WITH SUFFICIENT INFORMATION IN THE FORM
REQUESTED BY ICG OR LEVEL 3, OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AS THE
CASE MAY BE, TO MAKE (IF NEEDED IN THE DISCRETION OF THE PARTY SEEKING SUCH
SERVICES) ALTERNATIVE SERVICE ARRANGEMENTS SUBSTANTIALLY CONSISTENT WITH THOSE
CONTEMPLATED BY THIS AGREEMENT.
SECTION 5.3.
TERMINATION OF PARTICULAR SERVICES.
THIS IS A MASTER
AGREEMENT AND SHALL BE CONSTRUED AS A SEPARATE AND INDEPENDENT AGREEMENT FOR
EACH AND EVERY SERVICE PROVIDED UNDER THIS AGREEMENT. ANY TERMINATION OF ANY
PARTICULAR SERVICE SHALL NOT AFFECT THE OBLIGATIONS UNDER THIS AGREEMENT WITH
RESPECT TO ANY OTHER SERVICE.
ARTICLE VI.