OR A THIRD PARTY'S CONFIDENTIALITY
OBLIGATIONS; (II) AFTER DISCLOSURE TO IT, IS PUBLISHED BY THE DISCLOSING PARTY
OR OTHERWISE BECOMES PART OF THE PUBLIC DOMAIN OTHER THAN THROUGH A BREACH OF
THE RECEIVING PARTY'S OR A THIRD PARTY'S CONFIDENTIALITY OBLIGATIONS; (III) IS
LAWFULLY IN THE POSSESSION OF THE RECEIVING PARTY WITHOUT AN OBLIGATION OF
CONFIDENTIALITY AT THE TIME OF DISCLOSURE TO IT; (IV) IS RECEIVED FROM A THIRD
PARTY HAVING A LAWFUL RIGHT TO DISCLOSE SUCH INFORMATION WITHOUT BREACHING ANY
APPLICABLE CONFIDENTIALITY OBLIGATIONS; OR (V) IS INDEPENDENTLY DEVELOPED BY THE
RECEIVING PARTY WITHOUT REFERENCE TO CONFIDENTIAL INFORMATION OF THE FURNISHING
PARTY; PROVIDED, HOWEVER, THAT THE FOREGOING EXCLUSIONS SHALL NOT APPLY IN
CONNECTION WITH PROVIDER'S BREACH OF SECTION 12.2 WITH RESPECT TO ANY IDEARC
DATA.
IN THE CASE OF DISCLOSURE BY IDEARC, SECTION 12.3(B) SHALL NOT APPLY TO
ANY INFORMATION RELATED TO THE SERVICES WHICH IDEARC DETERMINES IN GOOD FAITH TO
BE NECESSARY OR APPROPRIATE TO BE DISCLOSED IN CONNECTION WITH ANY REQUESTS BY
IDEARC FOR INFORMATION OR PROPOSALS FROM OTHER SERVICE PROVIDERS, INCLUDING
WITHOUT LIMITATION, INFORMATION OF AN OPERATIONAL, TECHNICAL OR FINANCIAL NATURE
RELATED TO IDEARC WHICH IDEARC DESIRES TO MAKE AVAILABLE TO SUCH SERVICE
PROVIDERS.
IN ADDITION, THE RECEIVING PARTY SHALL NOT BE CONSIDERED TO HAVE
BREACHED ITS OBLIGATIONS UNDER THIS SECTION 12.3 FOR DISCLOSING CONFIDENTIAL
INFORMATION OF THE OTHER PARTY AS REQUIRED, IN THE OPINION OF LEGAL COUNSEL, TO
SATISFY ANY LEGAL REQUIREMENT OF A COMPETENT GOVERNMENT BODY, PROVIDED THAT,
PROMPTLY UPON RECEIVING ANY SUCH REQUEST AND TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW, SUCH PARTY ADVISES THE OTHER PARTY OF THE CONFIDENTIAL
INFORMATION TO BE DISCLOSED AND THE IDENTITY OF THE THIRD PARTY REQUIRING SUCH
DISCLOSURE PRIOR TO MAKING SUCH DISCLOSURE IN ORDER THAT THE OTHER PARTY MAY
INTERPOSE AN OBJECTION TO SUCH DISCLOSURE, TAKE ACTION TO ASSURE CONFIDENTIAL
HANDLING OF THE CONFIDENTIAL INFORMATION, OR TAKE SUCH OTHER ACTION AS IT DEEMS
APPROPRIATE TO PROTECT THE
53
CONFIDENTIAL INFORMATION.
THE RECEIVING PARTY SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO COOPERATE WITH THE DISCLOSING PARTY IN ITS EFFORTS TO SEEK A
PROTECTIVE ORDER OR OTHER APPROPRIATE REMEDY OR IF SUCH PROTECTIVE ORDER OR
OTHER REMEDY IS NOT OBTAINED, TO OBTAIN ASSURANCE THAT CONFIDENTIAL TREATMENT
WILL BE ACCORDED SUCH CONFIDENTIAL INFORMATION.
(D)
PUBLIC SECURITIES FILINGS.
(I)
NOTWITHSTANDING PARAGRAPHS (B) AND
(C) ABOVE, THE PARTIES ACKNOWLEDGE THAT THE AGREEMENT, OR PORTIONS THEREOF, MAY
BE REQUIRED UNDER APPLICABLE LAWS TO BE DISCLOSED AS AN EXHIBIT TO REQUIRED
PUBLIC DISCLOSURE DOCUMENTS OF IDEARC (OR ITS AFFILIATES) FILED WITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION OR ANY SECURITIES EXCHANGE ON WHICH
ITS SECURITIES ARE LISTED FOR TRADING.
IF IDEARC ADVISES PROVIDER THAT SUCH
DISCLOSURE IS REQUIRED, IDEARC SHALL USE COMMERCIALLY REASONABLE EFFORTS TO SEEK
APPROVAL FROM THE SECURITIES AND EXCHANGE COMMISSION OR OTHER APPLICABLE
REGULATORY AUTHORITY FOR THE CONFIDENTIAL TREATMENT OF CERTAIN CONFIDENTIAL
INFORMATION IDENTIFIED BY THE PARTIES.
PRIOR TO SUCH FILING, IDEARC SHALL
REDACT SUCH PORTIONS OF THE AGREEMENT THAT PROVIDER REASONABLY REQUESTS TO BE
REDACTED, UNLESS, IN IDEARC'S JUDGMENT BASED