(C) ANY BUSINESS, MARKETING
OR SALES DATA OR INFORMATION, AND (D) ANY OTHER INFORMATION OR DATA RELATING TO
DEVELOPMENT, DESIGN, OPERATION, MANUFACTURING, MARKETING OR SALES. CONFIDENTIAL
INFORMATION SHALL INCLUDE ALL CONFIDENTIAL INFORMATION DISCLOSED, WHETHER IN
WRITING, ORALLY, VISUALLY, OR IN THE FORM OF DRAWINGS, TECHNICAL SPECIFICATIONS,
SOFTWARE, SAMPLES, PICTURES, MODELS, RECORDINGS, OR OTHER TANGIBLE ITEMS WHICH
CONTAIN OR MANIFEST, IN ANY FORM, THE ABOVE LISTED INFORMATION. CONFIDENTIAL
INFORMATION SHALL NOT INCLUDE: (I) DATA AND INFORMATION WHICH WAS IN THE PUBLIC
DOMAIN PRIOR TO LICENSEE'S RECEIPT OF THE SAME HEREUNDER, OR WHICH SUBSEQUENTLY
BECOMES PART OF THE PUBLIC DOMAIN BY PUBLICATION OR OTHERWISE, EXCEPT BY
LICENSEE'S WRONGFUL ACT OR OMISSION, (II) DATA AND INFORMATION WHICH LICENSEE
CAN DEMONSTRATE, THROUGH WRITTEN RECORDS KEPT IN THE ORDINARY COURSE OF
BUSINESS, WAS IN ITS POSSESSION WITHOUT RESTRICTION-ON USE OR DISCLOSURE, PRIOR
TO ITS RECEIPT OF THE SAME-HEREUNDER AND WAS NOT ACQUIRED DIRECTLY OR INDIRECTLY
FROM NCL OR NOA UNDER AN OBLIGATION OF CONFIDENTIALITY WHICH IS STILL IN FORCE,
AND (III) DATA AND INFORMATION WHICH LICENSEE CAN SHOW WAS RECEIVED BY IT FROM A
THIRD PARTY WHO DID NOT ACQUIRE THE SAME DIRECTLY OR INDIRECTLY FROM NCL OR NOA
AND TO WHOM LICENSEE HAS NO OBLIGATION OF CONFIDENTIALITY.
8.2
DISCLOSURES REQUIRED BY LAW. LICENSEE SHALL
BE PERMITTED TO DISCLOSE CONFIDENTIAL INFORMATION IF SUCH DISCLOSURE IS REQUIRED
BY AN AUTHORIZED GOVERNMENTAL OR JUDICIAL ENTITY, PROVIDED THAT NCL IS GIVEN
NOTICE THEREOF AT LEAST THIRTY (30) DAYS PRIOR TO SUCH DISCLOSURE. LICENSEE
SHALL USE ITS BEST EFFORTS TO LIMIT THE DISCLOSURE TO THE GREATEST EXTENT
POSSIBLE CONSISTENT WITH LICENSEE'S LEGAL OBLIGATIONS, AND IF REQUIRED BY NCL,
SHALL COOPERATE IN THE PREPARATION AND ENTRY OF APPROPRIATE COURT ORDERS
LIMITING THE PERSONS TO WHOM CONFIDENTIAL INFORMATION MAY BE DISCLOSED AND THE
EXTENT OF DISCLOSURE OF SUCH CONFIDENTIAL INFORMATION.
8.3
DISCLOSURE AND USE. NCL MAY PROVIDE LICENSEE
WITH HIGHLY CONFIDENTIAL DEVELOPMENT INFORMATION, GUIDELINES, DEVELOPMENT TOOLS,
SYSTEMS, SPECIFICATIONS AND RELATED RESOURCES AND INFORMATION CONSTITUTING AND
INCORPORATING THE CONFIDENTIAL INFORMATION TO ASSIST LICENSEE IN THE DEVELOPMENT
OF GAMES. LICENSEE AGREES TO MAINTAIN ALL CONFIDENTIAL INFORMATION AS STRICTLY
CONFIDENTIAL AND TO USE SUCH CONFIDENTIAL INFORMATION ONLY IN ACCORDANCE WITH
THIS AGREEMENT. LICENSEE SHALL LIMIT ACCESS TO THE CONFIDENTIAL INFORMATION TO
LICENSEE'S EMPLOYEES HAVING A STRICT NEED TO KNOW AND SHALL ADVISE SUCH
EMPLOYEES OF THEIR OBLIGATION OF CONFIDENTIALITY AS PROVIDED HEREIN. LICENSEE
SHALL REQUIRE EACH SUCH EMPLOYEE TO RETAIN IN CONFIDENCE THE CONFIDENTIAL
INFORMATION PURSUANT TO A WRITTEN NON-DISCLOSURE AGREEMENT BETWEEN LICENSEE AND
SUCH EMPLOYEE. LICENSEE SHALL USE ITS BEST EFFORTS TO ENSURE THAT ITS EMPLOYEES
WORKING WITH OR OTHERWISE HAVING ACCESS TO CONFIDENTIAL INFORMATION SHALL NOT
DISCLOSE OR MAKE ANY UNAUTHORIZED USE OF THE CONFIDENTIAL INFORMATION.
8.4
NO DISCLOSURE TO INDEPENDENT CONTRACTORS.
LICENSEE SHALL NOT DISCLOSE THE CONFIDENTIAL INFORMATION, INCLUDING WITHOUT
LIMITATION THE GUIDELINES AND INTELLECTUAL PROPERTY RIGHTS, TO ANY INDEPENDENT
CONTRACTOR, NOR PERMIT ANY INDEPENDENT CONTRACTOR TO PERFORM OR ASSIST IN
DEVELOPMENT WORK FOR A GAME, WITHOUT THE PRIOR WRITTEN CONSENT OF NCL..
ANY
[***]
The portions of this document