PARTY") OR OTHERWISE MADE AVAILABLE TO THE
RECEIVING PARTY IN CONNECTION WITH THE NEGOTIATION, EXECUTION OR PERFORMANCE OF
THIS AGREEMENT (WHETHER IN WRITTEN MEDIA OR OTHERWISE) ("CONFIDENTIAL
INFORMATION"), USING THE SAME DEGREE OF CARE THAT IT USES TO PROTECT ITS OWN
CONFIDENTIAL OR PROPRIETARY INFORMATION OF A LIKE NATURE BUT IN NO EVENT LESS
THAN A REASONABLE DEGREE OF CARE.
CONFIDENTIAL INFORMATION SHALL REMAIN THE
PROPERTY OF THE FURNISHING PARTY, AND THE RECEIVING PARTY SHALL NOT BE DEEMED BY
VIRTUE OF ANY ACCESS TO THE CONFIDENTIAL INFORMATION OF ANY FURNISHING PARTY TO
HAVE ACQUIRED ANY RIGHT OR INTEREST IN OR TO ANY SUCH CONFIDENTIAL INFORMATION.
FOR PURPOSES OF THIS AGREEMENT, "CONFIDENTIAL INFORMATION" SHALL ALSO INCLUDE
THE EXISTENCE OF THIS AGREEMENT AND ANY PROVISION OF THIS AGREEMENT.
9.2
EXCEPTIONS.
"CONFIDENTIAL INFORMATION" SHALL NOT INCLUDE ANY
INFORMATION:
(I) THAT IS ALREADY KNOWN TO THE RECEIVING PARTY, WITHOUT
RESTRICTIONS ON USE OR DISCLOSURE, AT THE TIME OF ITS DISCLOSURE BY THE
FURNISHING PARTY; (II) THAT IS OR BECOMES GENERALLY AVAILABLE TO THE PUBLIC
OTHER THAN AS A RESULT OF DISCLOSURE THEREOF BY THE RECEIVING PARTY; (III) THAT
IS LAWFULLY RECEIVED BY THE RECEIVING PARTY, WITHOUT RESTRICTIONS ON USE OR
DISCLOSURE, FROM A THIRD PARTY THAT IS NOT ITSELF UNDER ANY OBLIGATION OF
CONFIDENTIALITY OR NONDISCLOSURE TO THE FURNISHING PARTY OR ANY OTHER PERSON
WITH RESPECT TO SUCH INFORMATION; (IV) THAT IS INDEPENDENTLY DEVELOPED BY OR
30
FOR THE RECEIVING PARTY WITHOUT REFERENCE OR ACCESS TO THE FURNISHING PARTY'S
CONFIDENTIAL INFORMATION; OR (V) THAT IS APPROVED IN WRITING BY THE FURNISHING
PARTY FOR USE OR DISCLOSURE.
ANY PARTY RELYING ON ANY OF THE FOREGOING
EXCEPTIONS (I) TO (V) SHALL BEAR THE BURDEN OF PROOF WITH RESPECT TO SUCH
RELIANCE.
9.3
PERMITTED USE AND DISCLOSURE.
THE RECEIVING PARTY SHALL USE
CONFIDENTIAL INFORMATION SOLELY FOR THE PURPOSES OF THIS AGREEMENT AND SHALL NOT
OTHERWISE DISCLOSE OR DISSEMINATE ANY CONFIDENTIAL INFORMATION TO ANY THIRD
PARTY AT ANY TIME, EXCEPT AS REQUIRED BY LAW OR ANY COMPETENT REGULATORY BODY,
OR THE RULES OF ANY RELEVANT STOCK EXCHANGE.
IN THE EVENT THAT A PARTY
("DISCLOSING PARTY") IS COMPELLED TO DISCLOSE ANY CONFIDENTIAL INFORMATION
RELATING TO ANY OTHER PARTY AS THE RESULT OF ANY BONA FIDE WRITTEN ORDER FROM
ANY GOVERNMENT AGENCY, REGULATORY BODY, COURT OF LAW OF COMPETENT JURSIDICTIONS
OR STOCK EXCHANGE, THE DISCLOSING PARTY SHALL ENDEAVOUR TO GIVE NO LESS THAN
FIVE (5) DAYS' NOTICE TO THE OTHER PARTIES OF THE DISCLOSURE TO THE EXTENT IT IS
ABLE TO DO SO.
9.4
UNAUTHORIZED USE OR DISCLOSURE.
THE RECEIVING PARTY SHALL NOTIFY THE
FURNISHING PARTY PROMPTLY OF ANY UNAUTHORIZED USE OR DISCLOSURE OF THE
FURNISHING PARTY'S CONFIDENTIAL INFORMATION AND SHALL COOPERATE WITH AND ASSIST
THE FURNISHING PARTY IN EVERY REASONABLE WAY TO STOP OR MINIMIZE SUCH
UNAUTHORIZED USE OR DISCLOSURE.
9.5
INJUNCTIVE RELIEF.
IF ANY PARTY COMMITS A BREACH, OR THREATENS TO
COMMIT A BREACH OF ANY OF THE PROVISIONS OF THIS SECTION 11, THEN THE PARTY
AGAINST WHOM THE BREACH HAS BEEN COMMITTED OR THREATENED SHALL HAVE