BE OBLIGATED TO PAY ANY PERSON OTHER THAN PROVIDER FOR
SERVICES RENDERED BY ANY SUBCONTRACTOR.
10.3
CUSTOMER ASSIGNMENT.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY IN THIS SECTION 10.0, CUSTOMER SHALL HAVE THE RIGHT TO ASSIGN THIS
AGREEMENT OR ANY PSA, IN WHOLE OR IN PART, TO ANY AFFILIATE OF CUSTOMER UPON
THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO PROVIDER AND SUBJECT TO RECEIPT BY
CUSTOMER OF ALL REGULATORY APPROVALS.
FOLLOWING ANY SUCH
15
ASSIGNMENT TO AN AFFILIATE OF CUSTOMER, CUSTOMER SHALL REMAIN LIABLE FOR THE
PERFORMANCE OF ALL OF CUSTOMER'S OBLIGATIONS UNDER THIS AGREEMENT AND EACH PSA.
THIS AGREEMENT AND ALL OF THE TERMS AND PROVISIONS HEREOF WILL BE BINDING UPON,
AND WILL INURE TO THE BENEFIT OF CUSTOMER'S SUCCESSORS AND PERMITTED ASSIGNS.
11.0
CONFIDENTIALITY.
11.1
OBLIGATIONS OF PROVIDER.
FROM AND AFTER THE
EXECUTION DATE, SUBJECT TO SECTION 11.3
AND THE RIGHTS OF PROVIDER WITH RESPECT
TO THE CUSTOMER LICENSED TECHNOLOGY PURSUANT TO EXHIBIT I, AND EXCEPT AS
OTHERWISE CONTEMPLATED BY THIS AGREEMENT OR ANY PSA, THE PROVIDER SHALL NOT, AND
SHALL CAUSE ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
AND OTHER AGENTS AND REPRESENTATIVES, INCLUDING ATTORNEYS, AGENTS, CUSTOMERS,
SUPPLIERS, CONTRACTORS, CONSULTANTS AND OTHER REPRESENTATIVES OF ANY PERSON
PROVIDING FINANCING (COLLECTIVELY, "REPRESENTATIVES"), NOT TO, DIRECTLY OR
INDIRECTLY, DISCLOSE, REVEAL, DIVULGE OR COMMUNICATE TO ANY PERSON OTHER THAN
REPRESENTATIVES OF SUCH PARTY OR OF ITS AFFILIATES WHO REASONABLY NEED TO KNOW
SUCH INFORMATION IN PROVIDING SERVICES TO CUSTOMER OR USE OR OTHERWISE EXPLOIT
FOR ITS OWN BENEFIT OR FOR THE BENEFIT OF ANY THIRD PARTY, ANY CUSTOMER
CONFIDENTIAL INFORMATION.
IF ANY DISCLOSURES ARE MADE IN CONNECTION WITH
PROVIDING SERVICES TO CUSTOMER, ITS AFFILIATES OR REPRESENTATIVES UNDER THIS
AGREEMENT, THEN THE CUSTOMER CONFIDENTIAL INFORMATION SO DISCLOSED SHALL BE USED
ONLY AS REQUIRED TO PERFORM THE SERVICES.
PROVIDER SHALL USE THE SAME DEGREE OF
CARE TO PREVENT AND RESTRAIN THE UNAUTHORIZED USE OR DISCLOSURE OF THE CUSTOMER
CONFIDENTIAL INFORMATION BY ANY OF ITS REPRESENTATIVES AS IT CURRENTLY USES FOR
ITS OWN CONFIDENTIAL INFORMATION OF A LIKE NATURE, BUT IN NO EVENT LESS THAN A
REASONABLE STANDARD OF CARE.
FOR PURPOSES OF THIS SECTION 11.1, ANY
INFORMATION, MATERIAL OR DOCUMENTS RELATING TO THE GENWORTH BUSINESS CURRENTLY
OR FORMERLY CONDUCTED, OR PROPOSED TO BE CONDUCTED, BY ANY MEMBER OF THE
GENWORTH GROUP FURNISHED TO OR IN POSSESSION OF THE PROVIDER AND ITS AFFILIATES
AND REPRESENTATIVES, IRRESPECTIVE OF THE FORM OF COMMUNICATION, AND ALL NOTES,
ANALYSES, COMPILATIONS, FORECASTS, DATA, TRANSLATIONS, STUDIES, MEMORANDA OR
OTHER DOCUMENTS PREPARED BY PROVIDER, ITS AFFILIATES AND THEIR RESPECTIVE
REPRESENTATIVES, THAT CONTAIN OR OTHERWISE REFLECT SUCH INFORMATION, MATERIAL OR
DOCUMENTS IS HEREINAFTER REFERRED TO AS "CUSTOMER CONFIDENTIAL INFORMATION."
"CUSTOMER CONFIDENTIAL INFORMATION" DOES NOT INCLUDE, AND THERE SHALL BE NO
OBLIGATION HEREUNDER WITH RESPECT TO, INFORMATION THAT (I) IS OR BECOMES
GENERALLY AVAILABLE TO THE PUBLIC, OTHER THAN AS A RESULT OF A DISCLOSURE BY
PROVIDER, ITS AFFILIATES OR REPRESENTATIVES NOT OTHERWISE PERMISSIBLE HEREUNDER,
(II) PROVIDER OR SUCH AFFILIATE OR REPRESENTATIVE CAN DEMONSTRATE WAS OR BECAME
AVAILABLE TO SUCH PERSON FROM A