STAND LIABLE
FOR CONTEMPT OR SUFFER OTHER CENSURE OR FINANCIAL PENALTY OR IS OTHERWISE
REQUIRED BY LAW TO DISCLOSE SUCH CONFIDENTIAL INFORMATION.
EACH MEMBER SHALL
MAINTAIN, AND SHALL CAUSE ITS AFFILIATES TO MAINTAIN, POLICIES AND PROCEDURES,
AND DEVELOP SUCH FURTHER POLICIES AND PROCEDURES AS SHALL FROM TIME TO TIME
BECOME NECESSARY OR APPROPRIATE, TO ENSURE COMPLIANCE WITH THIS SECTION
10.3(A).
NOTHING CONTAINED IN THIS SECTION 10.3 SHALL BE DEEMED TO LIMIT THE
DISCLOSURE BY A MEMBER OF ITS OWN CONFIDENTIAL INFORMATION.
(B)
EACH MEMBER SHALL (I) NOT, DIRECTLY OR INDIRECTLY, USE THE
CONFIDENTIAL INFORMATION OF THE COMPANY, EXCEPT (X) AS NECESSARY IN THE ORDINARY
COURSE OF THE COMPANY'S OR SUCH MEMBER'S BUSINESS OR (Y) AS OTHERWISE AGREED
BETWEEN THE COMPANY AND ANY MEMBER, OR DISCLOSE THE CONFIDENTIAL INFORMATION OF
THE COMPANY TO ANY THIRD PARTY AND (II) INFORM ALL OF ITS EMPLOYEES TO WHOM THE
CONFIDENTIAL INFORMATION OF THE COMPANY IS ENTRUSTED OR EXPOSED OF THE
REQUIREMENTS OF THIS SECTION AND OF THEIR OBLIGATIONS RELATING THERETO.
NOTWITHSTANDING THE FOREGOING, IN CONNECTION WITH A POTENTIAL MERGER,
ACQUISITION, DISPOSITION, FINANCING OR OTHER TRANSACTION OR ANY POTENTIAL
TRANSFER OF UNITS OR CPE COMMON STOCK BY A MEMBER, SUCH MEMBER MAY DISCLOSE
CONFIDENTIAL INFORMATION OF THE COMPANY TO THIRD-PARTIES IF THE MEMBER REQUIRES
THE RECIPIENTS OF SUCH CONFIDENTIAL INFORMATION TO SIGN AN AGREEMENT OF
CONFIDENTIALITY AND NONDISCLOSURE REASONABLY SATISFACTORY TO SUCH MEMBER.
(C)
THE COMPANY SHALL PRESERVE THE CONFIDENTIALITY OF ALL CONFIDENTIAL
INFORMATION SUPPLIED BY THE MEMBERS AND THEIR AFFILIATES ("MEMBER INFORMATION")
TO THE SAME EXTENT THAT A MEMBER MUST PRESERVE THE CONFIDENTIALITY OF
CONFIDENTIAL INFORMATION PURSUANT TO SECTIONS 10.3(A) AND (B).
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(D)
MEMBER INFORMATION SHALL NOT BE SUPPLIED BY THE COMPANY OR ITS
SUBSIDIARIES TO ANY PERSON, INCLUDING ANY OTHER MEMBER, WHO IS NOT AN EMPLOYEE
OF THE COMPANY OR THE MANAGER, INCLUDING ANY EMPLOYEE OF A MEMBER WHO IS NOT AN
EMPLOYEE OF THE COMPANY OR THE MANAGER. NOTWITHSTANDING THE FOREGOING, MEMBER
INFORMATION MAY BE DISCLOSED TO THE MEMBER'S REPRESENTATIVES AND TO AUTHORIZED
THIRD-PARTY CONTRACTORS OF THE COMPANY IF THE COMPANY DETERMINES THAT SUCH
DISCLOSURE IS REASONABLY NECESSARY TO FURTHER THE BUSINESS OF THE COMPANY, AND
IF SUCH CONTRACTOR EXECUTES A NON-DISCLOSURE AGREEMENT PREVENTING SUCH
CONTRACTOR FROM DISCLOSING SUCH MEMBER INFORMATION FOR THE BENEFIT OF EACH
PROVIDER OF MEMBER INFORMATION IN A FORM REASONABLY ACCEPTABLE TO THE MEMBERS
PROVIDING SUCH MEMBER'S INFORMATION. MEMBER INFORMATION DISCLOSED BY ANY MEMBER
TO THE COMPANY OR THE MANAGER SHALL NOT BE SHARED WITH ANY OTHER MEMBER THAT IS
NOT THE MANAGER WITHOUT THE DISCLOSING MEMBER'S WRITTEN CONSENT.
10.4
INJUNCTIVE RELIEF.
THE COMPANY AND EACH MEMBER ACKNOWLEDGE AND
AGREE THAT ANY BREACH OR VIOLATION OF ANY OF THE TERMS OF, OR A DEFAULT UNDER,
THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, SECTION 4.3, WILL CAUSE THE OTHER
MEMBERS AND THE COMPANY, AS THE CASE MAY BE, IRREPARABLE INJURY FOR WHICH AN
ADEQUATE REMEDY AT LAW IS NOT AVAILABLE.
ACCORDINGLY, IT IS AGREED THAT EACH OF
THE MEMBERS AND THE COMPANY WILL BE ENTITLED TO AN