AGREES TO DISCLOSE THE CONFIDENTIAL
INFORMATION OF THE PROVIDER ONLY TO SUCH DIRECTORS, OFFICERS, MANAGERS,
EMPLOYEES, AFFILIATES, CONSULTANTS, AGENTS, AND THIRD PARTIES
("REPRESENTATIVES") AS ARE REQUIRED TO ALLOW RECIPIENT TO PERFORM UNDER THIS
AGREEMENT, WHO ARE FIRST INFORMED OF THE RESTRICTIONS UPON USE OF THE
CONFIDENTIAL INFORMATION AND WHO AGREE TO KEEP SUCH INFORMATION CONFIDENTIAL AND
WHO AGREE TO BE BOUND BY THE TERMS OF THESE CONFIDENTIALITY PROVISIONS TO THE
SAME EXTENT AS IF THEY WERE PARTIES HERETO. RECIPIENT WILL BE RESPONSIBLE FOR
ANY BREACH OF THESE CONFIDENTIALITY PROVISIONS BY ANY OF ITS REPRESENTATIVES AND
AGREES TO TAKE ALL REASONABLE MEASURES TO RESTRAIN ITS REPRESENTATIVES FROM
PROHIBITED OR UNAUTHORIZED DISCLOSURE OR USE OF THE CONFIDENTIAL INFORMATION.
RECIPIENT AGREES THAT THE ACTUAL OR THREATENED DISCLOSURE OF THE CONFIDENTIAL
INFORMATION WOULD CAUSE THE PROVIDER IMMEDIATE AND IRREPARABLE HARM WHICH MAY
NOT BE ADEQUATELY COMPENSATED BY MONEY DAMAGES. ACCORDINGLY, IN THE EVENT OF A
BREACH OR ANTICIPATED BREACH OF THESE CONFIDENTIALITY PROVISIONS BY RECIPIENT OR
ITS REPRESENTATIVES, THE RECIPIENT SPECIFICALLY AGREES, THAT IN ADDITION TO ALL
OTHER REMEDIES AVAILABLE AT LAW, THE PROVIDER SHALL BE ENTITLED TO EQUITABLE
RELIEF, INCLUDING AN INJUNCTION TO LIMIT OR PREVENT SUCH ACTUAL OR THREATENED
DISCLOSURE, TOGETHER WITH RECOVERY OF COSTS OF LITIGATION FROM RECIPIENT AS A
RESULT OF SUCH BREACH OR ANTICIPATED BREACH, INCLUDING REASONABLE ATTORNEY FEES.
THESE OBLIGATIONS OF CONFIDENTIALITY SHALL NOT APPLY TO ANY INFORMATION WHICH:
(A) WAS KNOWN TO RECIPIENT OR WAS IN THE PUBLIC DOMAIN PRIOR TO DISCLOSURE
HEREUNDER; OR (B) BECOMES KNOWN TO THE PUBLIC FROM A SOURCE OTHER THAN
RECIPIENT; OR (C) IS DISCLOSED TO RECIPIENT BY A THIRD PARTY HAVING A LEGAL
RIGHT TO MAKE SUCH DISCLOSURE.
The parties acknowledge that in order to comply with certain statutory or
regulatory requirements, and to comply with court or administrative agency
orders or other compelled disclosure, this Agreement (or portions thereof) may
need to be disclosed to the Securities Exchange Commission, state securities
bureaus, or other regulators or a court. In the event a party hereto (the
"Disclosing Party") is required by applicable published governmental regulations
or judicial or administrative order to disclose Confidential Information
including, but not limited to, the terms of this Agreement, prior to any such
disclosure the Disclosing Party must, to the extent reasonably possible:
(i) notify the other party (the "Protected Party") promptly in writing of the
requirement or order so that the parties may seek a protective order or other
appropriate remedy and/or the Protected Party may waive compliance with the
provisions of this Agreement; and (ii) cooperate with the Protected Party and
use its best efforts to obtain and maintain a protective order or other
appropriate remedy. In the event that such protective order or other remedy is
not obtained and, in the opinion of counsel disclosure is legally required, the
Disclosing Party will furnish, to the extent reasonably possible, only that
portion of the Confidential Information which is legally required to be
disclosed.
30
13.7
OTHER PROVISIONS.
13.7.1
CONTRACTOR WARRANTS AND GUARANTEES THAT