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
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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 MARLS 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 PARTY SUBCONTRACTORS, PROSPECTIVE CUSTOMERS OR AFFILIATES OF THE RECEIVING
PARTY WITH A NEED TO KNOW, WITHOUT THE WRITTEN CONSENT OF THE FURNISHING PARTY,
IF SUCH DISCLOSURE IS REASONABLY NECESSARY FOR ENJOYMENT OF THE RECEIVING
PARTY'S RIGHTS TO USE INTELLECTUAL PROPERTY RIGHTS LICENSED UNDER THIS
AGREEMENT, AND PROVIDED THAT EACH SUCH THIRD PARTY AGREES IN WRITING TO PROTECT
THE INFORMATION UNDER TERMS AND CONDITIONS COMPARABLE, IN ALL MATERIAL RESPECTS,
TO THE TERMS CONTAINED IN THIS SECTION 10 AND SECTION 18 WITH RESPECT TO
SURVIVABILITY.
11.