LICENSEE'S WRONGFUL ACT
OR OMISSION, (II) DATA AND INFORMATION THAT 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 NINTENDO UNDER AN
OBLIGATION OF CONFIDENTIALITY THAT IS STILL IN FORCE, AND (III) DATA AND
INFORMATION THAT LICENSEE CAN SHOW WAS RECEIVED BY IT FROM A THIRD PARTY WHO DID
NOT ACQUIRE THE SAME DIRECTLY OR INDIRECTLY FROM NINTENDO 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 NOA IS GIVEN NOTICE
THEREOF AT LEAST THIRTY (30) DAYS PRIOR TO SUCH DISCLOSURE, OR SUCH LESSER
PERIOD IF REQUIRED. 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 NOA, SHALL COOPERATE IN THE PREPARATION AND ENTRY OF
APPROPRIATE PROTECTIVE ORDERS.
8.3
DISCLOSURE AND USE. NOA 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
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 TO ANY INDEPENDENT CONTRACTOR WITHOUT THE
PRIOR WRITTEN CONSENT OF NOA. ANY INDEPENDENT CONTRACTOR SEEKING ACCESS TO
CONFIDENTIAL INFORMATION SHALL BE REQUIRED TO ENTER INTO A WRITTEN
NON-DISCLOSURE AGREEMENT WITH NOA PRIOR TO RECEIVING ANY ACCESS TO OR DISCLOSURE
OF THE CONFIDENTIAL INFORMATION FROM EITHER LICENSEE OR NOA.
8.5
AGREEMENT CONFIDENTIALITY. LICENSEE AGREES THAT THE TERMS,
CONDITIONS AND CONTENTS OF THIS AGREEMENT SHALL BE TREATED AS CONFIDENTIAL
INFORMATION. ANY PUBLIC ANNOUNCEMENT OR PRESS RELEASE REGARDING THIS AGREEMENT
OR THE RELEASE DATES FOR GAMES DEVELOPED BY LICENSEE UNDER THIS AGREEMENT SHALL
BE SUBJECT TO NOA'S PRIOR WRITTEN APPROVAL. THE PARTIES MAY DISCLOSE THIS
AGREEMENT (A) TO ACCOUNTANTS, BANKS, FINANCING SOURCES, LAWYERS, PARENT
COMPANIES AND RELATED PARTIES UNDER SUBSTANTIALLY EQUIVALENT CONFIDENTIALITY
OBLIGATIONS, (B) IN CONNECTION WITH ANY FORMAL LEGAL PROCEEDING FOR THE
ENFORCEMENT OF THIS AGREEMENT, (C) AS REQUIRED BY THE REGULATIONS OF THE
SECURITIES AND EXCHANGE COMMISSION ("SEC"), PROVIDED THAT ALL CONFIDENTIAL
INFORMATION REGARDING NOA SHALL BE REDACTED FROM SUCH
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