in its
business.
As a consequence of the above, Seller and Buyer hereby agree that,
during the Term and thereafter:
8.2
DURING THE TERM OF THIS AGREEMENT AND UNTIL
THE FIFTH ANNIVERSARY OF THE EXPIRATION OR EARLIER TERMINATION OF THIS
AGREEMENT, NEITHER OF SELLER AND BUYER WILL, DIRECTLY OR INDIRECTLY:
8.2.1
USE ANY OF THE OTHER
PARTY'S CONFIDENTIAL INFORMATION, EXCEPT AS MAY BE NECESSARY TO PERFORM ITS
OBLIGATIONS HEREUNDER; OR
8.2.2
DISCLOSE, FURNISH OR MAKE
ACCESSIBLE, OR CAUSE ANY PERSON TO DISCLOSE, FURNISH OR MAKE ACCESSIBLE, ANY
ASPECT OF THE OTHER PARTY'S CONFIDENTIAL INFORMATION TO ANY PERSON (OTHER THAN
THE OTHER PARTY),
except, in either case Section 8.2.1 or 8.2.2, as set forth in Section 8.1.2 or
as may be expressly authorized by the other party in writing or as required by
Law or pursuant to a court order; provided, however, that prior to any compelled
disclosure, the party whose obligation it is to keep such information
confidential will have given the other party notice of the circumstances
relating to such compelled disclosure and an opportunity to seek an appropriate
protective order with respect thereto.
8.3
EXCEPT AS REQUIRED BY LAW OR PURSUANT TO A
COURT ORDER, EACH OF SELLER AND BUYER WILL:
8.3.1
USE NO LESS THAN THE CARE A
REASONABLY PRUDENT PERSON WOULD USE IN SAFEGUARDING HIS, HER OR ITS CONFIDENTIAL
INFORMATION;
8.3.2
LIMIT ACCESS TO THE OTHER
PARTY'S CONFIDENTIAL INFORMATION TO ITS EMPLOYEES AND REPRESENTATIVES WHO
REQUIRE ACCESS TO SUCH CONFIDENTIAL INFORMATION FOR THE PURPOSES OF PERFORMING
ITS OBLIGATIONS HEREUNDER AND WHO HAVE AGREED TO BE BOUND BY THE TERMS OF THIS
SECTION 8; AND
8.3.3
REFRAIN FROM ANY ACTION OR
CONDUCT WHICH MIGHT REASONABLY OR FORESEEABLY BE EXPECTED TO COMPROMISE THE
CONFIDENTIAL, PRIVILEGED OR PROPRIETARY NATURE OF THE OTHER PARTY'S CONFIDENTIAL
INFORMATION.
8.4
EACH OF SELLER AND BUYER WILL COMPLY WITH
REASONABLE REQUESTS MADE BY THE OTHER FROM TIME TO TIME REGARDING THE PROTECTION
OF THE CONFIDENTIAL, PRIVILEGED AND PROPRIETARY NATURE OF THE OTHER PARTY'S
CONFIDENTIAL INFORMATION.
UPON THE WRITTEN REQUEST OF EITHER PARTY, THE OTHER
PARTY WILL PROMPTLY RETURN TO THE REQUESTING PARTY ALL OF THE REQUESTING PARTY'S
CONFIDENTIAL INFORMATION, INCLUDING ANY AND ALL COPIES AND SUMMARIES THEREOF, IN
EACH CASE IN ANY FORMAT (WHETHER WRITTEN, ELECTRONIC OR OTHERWISE).
8.5
FOR PURPOSES OF THIS SECTION 8, THE TERM THE
"SELLER" WILL INCLUDE ALL AFFILIATES OF SELLER, AND THE TERM "BUYER" WILL
INCLUDE ALL AFFILIATES OF BUYER.
NOTHING IN THIS SECTION 8 WILL OPERATE TO
PREVENT A PARTY FROM DISCLOSING SUCH INFORMATION AS IS REQUIRED BY
18
APPLICABLE LAW OR THE RULES OR POLICIES OF ANY SECURITIES EXCHANGE ON WHICH A
PARTY'S SECURITIES MAY BE LISTED.
9.
Waiver.
The failure of any party to
enforce at any time any of the provisions of this Agreement will in no way be
construed to constitute a waiver of any such provision nor in any way to affect
the validity of this Agreement or any part hereof, including the right of any
party thereafter to enforce each and