7.1, VENDOR SHALL
RETAIN ALL PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS IN AND TO ALL VENDOR
WORK PRODUCT.
NEXTEL AGREES TO RETAIN APPROPRIATE INTELLECTUAL PROPERTY RIGHTS
NOTICES THAT ARE PROVIDED BY VENDOR ON ALL COPIES OR PARTIAL COPIES OF THE
VENDOR WORK PRODUCT.
7.3.
CONFIDENTIALITY.
7.3.1.
PROTECTION OF CONFIDENTIAL INFORMATION.
NEITHER PARTY SHALL
DISCLOSE THE CONFIDENTIAL INFORMATION OF THE OTHER PARTY TO ANY THIRD PARTY
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY DURING THE TERM, OR AFTER
THE TERMINATION, OF THIS AGREEMENT, AND EACH PARTY SHALL KEEP STRICTLY
CONFIDENTIAL, ALL CONFIDENTIAL INFORMATION OF THE OTHER, PROTECTING THE
CONFIDENTIALITY THEREOF WITH THE SAME LEVEL OF EFFORTS THAT IT EMPLOYS TO
PROTECT THE CONFIDENTIALITY OF ITS OWN PROPRIETARY AND CONFIDENTIAL INFORMATION
OF LIKE IMPORTANCE TO IT AND IN ANY EVENT, BY REASONABLE MEANS.
EACH PARTY MAY,
HOWEVER, DISCLOSE THE CONFIDENTIAL INFORMATION OF THE OTHER TO THOSE OF SUCH
PARTY'S PERSONNEL, SUBCONTRACTORS, OR AGENTS ENGAGED IN A USE PERMITTED BY THIS
AGREEMENT AND WITH A NEED TO KNOW, PROVIDED THAT SUCH PERSONNEL, SUBCONTRACTORS,
OR AGENTS: (I) ARE DIRECTED TO TREAT SUCH CONFIDENTIAL INFORMATION
CONFIDENTIALLY AND NOT TO USE IT OTHER THAN AS PERMITTED HEREBY AND (II) ARE
SUBJECT TO A LEGAL DUTY TO MAINTAIN THE CONFIDENTIALITY THEREOF.
IN ADDITION,
NEXTEL SHALL HAVE THE RIGHT TO PROVIDE NPOC WITH COPIES OF THIS AGREEMENT, ALL
AMENDMENTS HERETO AND ANY INFORMATION REGARDING THE ROLL-OUT AND PERFORMANCE OF
CURRENT AND FUTURE SERVICES HEREUNDER.
NEITHER PARTY SHALL USE THE CONFIDENTIAL
INFORMATION OF THE OTHER PARTY EXCEPT SOLELY AS NECESSARY IN AND DURING THE
PERFORMANCE OF THIS AGREEMENT, OR AS EXPRESSLY LICENSED HEREUNDER.
EACH PARTY
SHALL BE RESPONSIBLE FOR ANY IMPROPER USE OR DISCLOSURE OF ANY CONFIDENTIAL
INFORMATION OF THE OTHER BY SUCH PARTY'S AND ITS SUBCONTRACTORS' OFFICERS,
PARTNERS, PRINCIPALS, EMPLOYEES, AGENTS OR INDEPENDENT CONTRACTORS (INCLUDING
INDIVIDUALS WHO HEREAFTER BECOME FORMER PARTNERS, PRINCIPALS, EMPLOYEE, AGENTS
OR INDEPENDENT CONTRACTORS).
7.3.2.
EXCEPTIONS.
THE OBLIGATIONS OF THIS SECTION 7.3 SHALL NOT
APPLY (I) TO ANY CONFIDENTIAL INFORMATION FOR A PERIOD LONGER THAN IT IS LEGALLY
PERMISSIBLE TO RESTRICT DISCLOSURE OF THAT ITEM OF CONFIDENTIAL INFORMATION OR
(II) TO ANY CONFIDENTIAL INFORMATION THAT A PARTY CAN DEMONSTRATE WAS:
17
(A)
AT THE TIME OF DISCLOSURE TO SUCH PARTY, IN THE PUBLIC DOMAIN OR
COMMONLY KNOWN IN EITHER PARTY'S INDUSTRY;
(B)
AFTER DISCLOSURE TO SUCH PARTY, PUBLISHED OR OTHERWISE ENTERED THE
PUBLIC DOMAIN THROUGH NO FAULT OF SUCH PARTY;
(C)
IN THE POSSESSION OF SUCH PARTY AT THE TIME OF DISCLOSURE TO IT,
IF SUCH PARTY WAS NOT THEN UNDER AN OBLIGATION OF CONFIDENTIALITY WITH RESPECT
THERETO;
(D)
RECEIVED AFTER DISCLOSURE TO SUCH PARTY FROM A THIRD-PARTY WHO HAD
A LAWFUL RIGHT TO DISCLOSE SUCH CONFIDENTIAL INFORMATION TO IT;
(E)
INDEPENDENTLY DEVELOPED BY SUCH PARTY WITHOUT REFERENCE TO
CONFIDENTIAL INFORMATION OF THE OTHER PARTY; OR
(F)
DISCLOSED WITH THE PRIOR WRITTEN APPROVAL OF THE OTHER PARTY.
7.3.3.
REQUIRED DISCLOSURE.
EITHER PARTY MAY DISCLOSE CONFIDENTIAL
INFORMATION TO THE EXTENT REQUIRED BY LAW OR BY ORDER OF A COURT OR GOVERNMENTAL
AGENCY; PROVIDED, HOWEVER,