CONNECTED
THEREWITH WILL INURE SOLELY TO THE BENEFIT OF REGAL.
ARTICLE 14
CONFIDENTIALITY
SECTION 14.01
CONFIDENTIAL TREATMENT.
FOR A PERIOD OF THREE YEARS AFTER
THE TERMINATION OF THIS AGREEMENT:
(A)
TREATMENT OF CONFIDENTIAL INFORMATION.
EACH PARTY SHALL USE AND
CAUSE ITS AFFILIATES TO USE THE SAME DEGREE OF CARE IT USES TO SAFEGUARD ITS OWN
CONFIDENTIAL INFORMATION AND TO CAUSE ITS AND ITS AFFILIATES' DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES TO KEEP CONFIDENTIAL ALL
CONFIDENTIAL INFORMATION; AND EACH PARTY SHALL HOLD AND SHALL CAUSE ITS
AFFILIATES TO HOLD AND SHALL CAUSE ITS AND ITS AFFILIATES' DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS AND REPRESENTATIVES TO HOLD IN CONFIDENCE, UNLESS COMPELLED TO
DISCLOSE BY JUDICIAL OR ADMINISTRATIVE PROCESS OR, IN THE OPINION OF COUNSEL, BY
THE REQUIREMENTS OF LAW, CONFIDENTIAL INFORMATION.
(B)
LLC'S CONFIDENTIAL INFORMATION.
REGAL AGREES THAT THE
CONFIDENTIAL INFORMATION OF LLC SHALL ONLY BE DISCLOSED IN SECRECY AND
CONFIDENCE, AND IS TO BE MAINTAINED BY REGAL IN SECRECY AND CONFIDENCE SUBJECT
TO THE TERMS HEREOF.
REGAL SHALL (I) NOT, DIRECTLY OR INDIRECTLY, USE THE
CONFIDENTIAL INFORMATION OF LLC, EXCEPT AS NECESSARY IN THE ORDINARY COURSE OF
LLC'S BUSINESS, OR DISCLOSE THE CONFIDENTIAL INFORMATION OF LLC TO ANY THIRD
PARTY AND (II) INFORM ALL OF ITS EMPLOYEES TO WHOM THE CONFIDENTIAL INFORMATION
OF LLC IS ENTRUSTED OR EXPOSED OF THE REQUIREMENTS OF THIS SECTION AND OF THEIR
OBLIGATIONS RELATING THERETO.
(C)
REGAL'S CONFIDENTIAL INFORMATION.
CONFIDENTIAL INFORMATION OF
REGAL SHALL NOT BE SUPPLIED BY LLC OR ITS SUBSIDIARIES TO ANY PERSON WHO IS NOT
AN EMPLOYEE OF LLC, INCLUDING ANY EMPLOYEE OF A MEMBER OR OF LLC'S MANAGER WHO
IS NOT AN EMPLOYEE OF LLC.
50
NOTWITHSTANDING THE FOREGOING, REGAL CONFIDENTIAL INFORMATION MAY BE DISCLOSED
TO AUTHORIZED THIRD-PARTY CONTRACTORS OF LLC IF LLC DETERMINES THAT SUCH
DISCLOSURE IS REASONABLY NECESSARY TO FURTHER THE BUSINESS OF LLC, AND IF SUCH
CONTRACTOR EXECUTES A NON-DISCLOSURE AGREEMENT PREVENTING SUCH CONTRACTOR FROM
DISCLOSING REGAL'S CONFIDENTIAL INFORMATION FOR THE BENEFIT OF EACH PROVIDER OF
REGAL'S CONFIDENTIAL INFORMATION IN A FORM REASONABLY ACCEPTABLE TO THE FOUNDING
MEMBERS.
REGAL'S CONFIDENTIAL INFORMATION DISCLOSED TO LLC SHALL NOT BE SHARED
WITH ANY OTHER MEMBER WITHOUT REGAL'S WRITTEN CONSENT.
SECTION 14.02
INJUNCTIVE RELIEF.
IT IS UNDERSTOOD AND AGREED THAT EACH
PARTY'S REMEDIES AT LAW FOR A BREACH OF THIS ARTICLE 14, AS WELL AS
SECTION 12.07, WILL BE INADEQUATE AND THAT EACH PARTY SHALL, IN THE EVENT OF ANY
SUCH BREACH OR THE THREAT OF SUCH BREACH, BE ENTITLED TO EQUITABLE RELIEF
(INCLUDING WITHOUT LIMITATION PROVISIONAL AND PERMANENT INJUNCTIVE RELIEF AND
SPECIFIC PERFORMANCE) FROM A COURT OF COMPETENT JURISDICTION.
THE PARTIES SHALL
BE ENTITLED TO THE RELIEF DESCRIBED IN THIS SECTION 14.02 WITHOUT THE
REQUIREMENT OF POSTING A BOND.
NOTHING STATED HEREIN SHALL LIMIT ANY OTHER
REMEDIES PROVIDED UNDER THIS AGREEMENT OR AVAILABLE TO THE PARTIES AT LAW.
ARTICLE 15
MISCELLANEOUS
SECTION 15.01
NOTICES.
ALL NOTICES, CONSENTS, AND OTHER COMMUNICATIONS
BETWEEN THE PARTIES UNDER OR REGARDING THIS AGREEMENT SHALL BE IN WRITING AND
SHALL BE SENT TO THE RECIPIENT'S ADDRESS SET FORTH IN