OF THE OTHER
PARTY, EXCEPT AS MAY BE SPECIFICALLY REQUIRED IN FURTHERANCE OF THE TRANSACTIONS
CONTEMPLATED HEREBY; WHERE REPRODUCTIONS ARE PERMITTED IN ACCORDANCE WITH THIS
AGREEMENT OR SUCH CONSENT, EACH REPRODUCTION SHALL BE APPROPRIATELY MARKED TO
SHOW THAT IT CONTAINS CONFIDENTIAL INFORMATION OF THE OTHER PARTY AND SHALL
CONTAIN ALL APPLICABLE COPYRIGHT NOTICES AND PROPRIETARY LEGENDS, IF ANY.
(E)
EACH PARTY RETAINS ALL WORLDWIDE RIGHTS, TITLE AND INTEREST IN AND
TO ITS OWN CONFIDENTIAL INFORMATION SUBJECT TO ANY LICENSES GRANTED IN
ACCORDANCE HEREWITH;
(F)
EACH PARTY SHALL RETURN ANY AND ALL DOCUMENTS AND OTHER
MATERIALS, REGARDLESS OF MEDIA, EVIDENCING OR EMBODYING THE CONFIDENTIAL
INFORMATION OF THE OTHER PARTY UPON THE WRITTEN REQUEST OF SUCH OTHER PARTY,
SUBJECT TO ANY LICENSES HEREUNDER PROVIDED THAT A PARTY MAY RETAIN ONE COPY OF
SUCH MATERIAL AND DOCUMENTS IN THE POSSESSION OF ITS LAW DEPARTMENT OR WITH ITS
LAWYERS FOR THE SOLE AND ONLY PURPOSE OF DETERMINING THE PARTY'S OBLIGATION WITH
RESPECT TO THE
CONFIDENTIAL INFORMATION HEREUNDER.
(G)
THE FOREGOING OBLIGATIONS WITH RESPECT TO A PARTICULAR ITEM OF
CONFIDENTIAL INFORMATION SHALL SURVIVE TERMINATION OF THIS AGREEMENT FOR ANY
REASON AND UNTIL FIVE (5) YEARS AFTER THE DATE SUCH ITEM OF CONFIDENTIAL
INFORMATION WAS FIRST RECEIVED BY THE OTHER PARTY; PROVIDED THAT THIS FIVE (5)
YEAR LIMITATION SHALL NOT APPLY TO THE SOFTWARE, WHICH SHALL REMAIN CONFIDENTIAL
INFORMATION SO LONG AS IT FALLS WITHIN THE DEFINITION THEREOF.
14
ARTICLE 9
FORCE MAJEURE
9.1
NOTICE OF FORCE MAJEURE.
UPON GIVING NOTICE TO THE OTHER PARTY, A
PARTY AFFECTED BY AN EVENT OF FORCE MAJEURE SHALL BE RELEASED WITHOUT ANY
LIABILITY ON ITS PART FROM THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS
AGREEMENT, EXCEPT FOR THE OBLIGATION TO PAY ANY AMOUNTS DUE AND OWING HEREUNDER,
BUT ONLY TO THE EXTENT AND ONLY FOR THE PERIOD THAT ITS PERFORMANCE OF SUCH
OBLIGATIONS IS PREVENTED BY THE EVENT OF FORCE MAJEURE.
9.2
SUSPENSION OF PERFORMANCE.
DURING THE PERIOD THAT THE PERFORMANCE
BY ONE OF THE PARTIES OF ITS OBLIGATIONS UNDER THIS AGREEMENT HAS BEEN SUSPENDED
BY REASON OF AN EVENT OF FORCE MAJEURE, THE OTHER PARTY MAY LIKEWISE SUSPEND THE
PERFORMANCE OF ALL OR PART OF ITS OBLIGATIONS HEREUNDER (EXCEPT FOR THE
OBLIGATION TO PAY ANY AMOUNTS DUE AND OWING HEREUNDER) TO THE EXTENT THAT SUCH
SUSPENSION IS COMMERCIALLY REASONABLE.
ARTICLE 10
MISCELLANEOUS
10.1
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES HERETO AND THE SUCCESSORS OR ASSIGNS OF THE
PARTIES HERETO; PROVIDED, THAT THE RIGHTS AND OBLIGATIONS OF EITHER PARTY HEREIN
MAY NOT BE ASSIGNED EXCEPT TO ANY PERSON WHO SUCCEEDS TO SUBSTANTIALLY ALL OF
THE ASSETS AND BUSINESS OF THAT PARTY TO WHICH THIS AGREEMENT RELATES.
10.2
COMPLETE AGREEMENT.
THIS AGREEMENT AND THE SCHEDULES AND EXHIBITS
HERETO AND THERETO, CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS
WHETHER WRITTEN OR ORAL RELATING HERETO.
10.3
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED
IN