composition, financial reorganization or recapitalization with
creditors; (iii) the other party makes a general assignment or trust mortgage
for the benefit of creditors; or (iv) a receiver, trustee, custodian or similar
agent is appointed or takes possession of any of its property or business.
(c)
Obligations Upon Termination and Expiration.
Except for
termination by Publisher pursuant paragraph 9(b)(i) due to an uncured breach by
VCampus or termination by Publisher pursuant paragraph 9(b)(ii) due to
insolvency or bankruptcy of VCampus, upon termination or expiration of this
Agreement by either party, VCampus shall retain a nonexclusive, transferable,
worldwide, perpetual right and license (with rights to sublicense) to continue
to publish and distribute the Online Material for any commercial purpose. Any
continued distribution or publication of the Online Material by VCampus or
Publisher after termination of this Agreement shall be subject to payment of the
applicable royalty fees as set forth in Section 4. This section 9(c) shall
survive termination of the Agreement.
5
10.
CONFIDENTIAL INFORMATION.
(A)
DEFINITION. EACH PARTY (A "RECEIVING PARTY") ACKNOWLEDGES THAT,
FROM TIME TO TIME, IT MAY RECEIVE CERTAIN INFORMATION FROM THE OTHER PARTY (A
"DISCLOSING PARTY"), WHICH IS NOT GENERALLY KNOWN TO THE PUBLIC AND THAT WOULD
BE CONSIDERED CONFIDENTIAL AND PROPRIETARY BY THE OTHER PARTY ("CONFIDENTIAL
INFORMATION"). CONFIDENTIAL INFORMATION INCLUDES WITHOUT LIMITATION ALL
COMPETITIVELY SENSITIVE OR SECRET BUSINESS, MARKETING AND TECHNICAL INFORMATION
DISCLOSED BY ONE PARTY TO ANOTHER, SUCH AS PROPOSED PRODUCTS AND SERVICES,
CUSTOMER LISTS AND THE CONTENTS OF THIS AGREEMENT. CONFIDENTIAL INFORMATION DOES
NOT INCLUDE INFORMATION THAT: (I) IS OR BECOMES GENERALLY AVAILABLE TO THE
PUBLIC OTHER THAN AS A RESULT OF A DISCLOSURE BY A PARTY OR ANY OF ITS AGENTS,
REPRESENTATIVES, AFFILIATES, EMPLOYEES OR CONSULTANTS IN VIOLATION OF ITS OR
THEIR OBLIGATIONS OF CONFIDENTIALITY HEREUNDER; (II) BECOMES AVAILABLE TO A
PARTY ON A NON-CONFIDENTIAL BASIS FROM A SOURCE WHICH IS NOT PROHIBITED FROM
DISCLOSING SUCH INFORMATION TO THAT PARTY BY A LEGAL, CONTRACTUAL OR FIDUCIARY
OBLIGATION TO THE OTHER PARTY; (III) IS KNOWN TO A PARTY WITHOUT RESTRICTION
PRIOR TO DISCLOSURE; OR (IV) IS INDEPENDENTLY DEVELOPED BY A PARTY WITHOUT USE
OF THE OTHER PARTY'S CONFIDENTIAL INFORMATION.
(b)
Confidentiality Obligation. Each party agrees that such party: (i)
shall protect such Confidential Information of the other party from unauthorized
disclosure using the same standard of care as such party uses to protect its own
confidential information of like kind; (ii) shall not disclose such Confidential
Information to any third party; and (iii) shall not use such Confidential
Information (other than as specifically authorized by this Agreement or as
reasonably required to perform its obligations hereunder) without the prior
written consent of the other party. These mutual obligations with respect to
Confidential Information shall continue for three (3) years following the date
of termination of this Agreement. Within 30 calendar days after a party's
request, or upon termination of this Agreement, all materials or media
containing any Confidential Information shall either be returned to the
disclosing party or destroyed by the receiving party,