ANY TERMINATION OF THIS AGREEMENT, AND (C) SHALL BE DISCLOSED ONLY TO EMPLOYEES
OR AGENTS OF A PARTY WITH A NEED TO KNOW. MOREOVER, SUCH INFORMATION SHALL BE
USED BY THE RECEIVING PARTY ONLY FOR THE PURPOSE OF PERFORMING UNDER THIS
AGREEMENT OR IN THE EXERCISE OF ITS RIGHTS IT MAY RECEIVE UNDER THE PROVISIONS
OF THIS AGREEMENT.
UNLESS THE FURNISHING PARTY CONSENTS IN THIS AGREEMENT OR
OTHERWISE IN WRITING, SUCH INFORMATION SHALL BE HELD IN STRICT CONFIDENCE BY THE
RECEIVING PARTY.
THE RECEIVING PARTY MAY DISCLOSE SUCH INFORMATION TO OTHER
PERSONS, UPON THE FURNISHING PARTY'S PRIOR WRITTEN AUTHORIZATION, BUT SOLELY TO
PERFORM ACTS WHICH THIS CLAUSE EXPRESSLY AUTHORIZES THE RECEIVING PARTY TO
PERFORM ITSELF AND FURTHER PROVIDED SUCH OTHER PERSON AGREES IN WRITING (A COPY
OF WHICH WRITING WILL BE PROVIDED TO THE FURNISHING PARTY AT ITS REQUEST) TO THE
SAME CONDITIONS RESPECTING USE OF INFORMATION CONTAINED IN THIS CLAUSE AND TO
ANY OTHER REASONABLE CONDITIONS REQUESTED BY THE FURNISHING PARTY.
THESE
RESTRICTIONS ON THE USE OR DISCLOSURE OF INFORMATION SHALL NOT APPLY TO ANY
INFORMATION:
(I) WHICH CAN BE PROVEN TO BE OR HAVE BEEN INDEPENDENTLY DEVELOPED
BY THE RECEIVING PARTY OR LAWFULLY RECEIVED FREE OF RESTRICTION FROM ANOTHER
SOURCE HAVING THE RIGHT TO SO FURNISH SUCH INFORMATION; OR (II) AFTER IT HAS
BECOME GENERALLY KNOWN TO THE PUBLIC WITHOUT BREACH OF THIS AGREEMENT BY THE
RECEIVING PARTY; OR (III) WHICH AT THE TIME OF DISCLOSURE TO THE RECEIVING PARTY
WAS KNOWN TO SUCH PARTY FREE OF RESTRICTION AND CLEARLY EVIDENCED BY
DOCUMENTATION IN SUCH PARTY'S POSSESSION; OR (IV) WHICH THE DISCLOSING PARTY
AGREES IN WRITING IS FREE OF SUCH RESTRICTIONS; OR (V) WHICH IS THE SUBJECT OF A
SUBPOENA OR OTHER LEGAL OR ADMINISTRATIVE DEMAND FOR DISCLOSURE OR IS DISCLOSED
IN RESPONSE TO A VALID ORDER OF A COURT OR OTHER GOVERNMENTAL BODY, BUT ONLY TO
THE EXTENT OF AND FOR THE PURPOSES OF SUCH DEMAND OR ORDER; PROVIDED, HOWEVER,
THAT SUCH RECEIVING PARTY SHALL FIRST NOTIFY THE FURNISHING PARTY IN WRITING OF
THE DEMAND OR ORDER AND PERMIT AND COOPERATE WITH THE FURNISHING PARTY IN
SEEKING AN APPROPRIATE PROTECTIVE ORDER (OR AN EQUIVALENT MECHANISM FOR
PROTECTING SUCH INFORMATION IN THE RELEVANT JURISDICTIONS).
10.2
SCOPE OF INFORMATION.
INFORMATION IS SUBJECT TO
THIS SECTION 10 WHETHER DELIVERED ORALLY OR IN TANGIBLE FORM AND WITHOUT REGARD
TO WHETHER IT HAS BEEN IDENTIFIED OR MARKED AS CONFIDENTIAL OR OTHERWISE SUBJECT
TO THIS SECTION 10.
EACH PARTY AGREES TO USE ITS BEST EFFORTS TO MARK OR
OTHERWISE IDENTIFY PROPRIETARY ALL INFORMATION THEY DESIRE TO BE SUBJECT TO THE
TERMS OF THIS CLAUSE BEFORE FURNISHING IT TO THE OTHER PARTY.
AND, UPON
REQUEST, A PARTY SHALL PROMPTLY IDENTIFY WHETHER SPECIFIED INFORMATION MUST BE
HELD BY THE REQUESTING PARTY SUBJECT TO THIS CLAUSE.
10.3
FURNISHING INFORMATION TO THIRD PARTIES.
NOTHING
HEREIN SHALL BE DEEMED TO BAR DISCLOSURE OF INFORMATION BY A RECEIVING PARTY TO
THIRD PARTIES, WITH WRITTEN CONSENT OF THE FURNISHING PARTY, IF SUCH DISCLOSURE
IS REASONABLY NECESSARY FOR ENJOYMENT OF THE