DISCLOSURE IS REASONABLY NECESSARY FOR THE
PERFORMANCE OF SUCH ENTITY'S OR INDIVIDUAL'S OBLIGATIONS UNDER OR WITH RESPECT
TO THE AGREEMENT OR OTHERWISE NATURALLY OCCURS IN SUCH ENTITY'S OR INDIVIDUAL'S
SCOPE OF RESPONSIBILITY, (B) THE ENTITY (AND ITS APPLICABLE OFFICERS AND
EMPLOYEES) OR THE INDIVIDUAL IS SUBJECT TO CONFIDENTIALITY OBLIGATIONS
CONSISTENT WITH THIS SECTION 12.3, AND (C) THE DISCLOSING PARTY REMAINS
RESPONSIBLE FOR ANY BREACH OF THIS SECTION BY SUCH ENTITY OR INDIVIDUAL AND
TAKES ALL REASONABLE MEASURES TO ENSURE THAT THE CONFIDENTIAL INFORMATION IS NOT
DISCLOSED OR USED IN BREACH OF THE AGREEMENT.
ANY DISCLOSURE TO SUCH ENTITY OR
INDIVIDUAL WILL BE PURSUANT TO TERMS CONSISTENT WITH THE TERMS AND CONDITIONS AS
PROVIDED HEREIN, BUT IN NO EVENT SHALL IDEARC CONFIDENTIAL INFORMATION BE USED
FOR ANY MARKETING, SALES, COMMERCIAL OR OTHER COMPETITIVE PURPOSES.
EACH
PARTY'S CONFIDENTIAL INFORMATION WILL REMAIN THE PROPERTY OF SUCH PARTY.
IN
ADDITION, PROVIDER SHALL DISCLOSE IDEARC CONFIDENTIAL INFORMATION TO ITS
EMPLOYEES ONLY ON A "NEED TO KNOW" BASIS WHERE SUCH DISCLOSURE IS REASONABLY
NECESSARY FOR THE PERFORMANCE OF THE SERVICES.
UNDER NO CIRCUMSTANCES SHALL
PROVIDER DISCLOSE, OR PERMIT ANY DISCLOSURE OF, ANY IDEARC CONFIDENTIAL
INFORMATION TO ANY EMPLOYEES OF PROVIDER OR ITS AFFILIATES WHO ARE ENGAGED IN
PROVIDER'S CONSULTING OR SYSTEMS INTEGRATION BUSINESS UNLESS (1) SUCH
INDIVIDUALS HAVE BEEN PREVIOUSLY IDENTIFIED TO IDEARC IN WRITING AND
(2) PROVIDER EXPRESSLY ASSUMES RESPONSIBILITY FOR COMPLIANCE OF SUCH INDIVIDUALS
WITH ALL TERMS OF THE AGREEMENT.
(II)
NEITHER PARTY SHALL (A) MAKE ANY USE OR
COPIES OF THE CONFIDENTIAL INFORMATION OF THE OTHER PARTY EXCEPT AS CONTEMPLATED
BY THE AGREEMENT, (B) ASSERT ANY LIEN AGAINST OR, EXCEPT AS EXPRESSLY PROVIDED
IN ARTICLE XIII, ACQUIRE ANY RIGHT (EXPRESSLY OR IMPLIEDLY) IN THE CONFIDENTIAL
INFORMATION OF THE OTHER PARTY, (C) SELL, ASSIGN, TRANSFER, LEASE, OR OTHERWISE
DISPOSE OF CONFIDENTIAL INFORMATION TO THIRD PARTIES OR COMMERCIALLY EXPLOIT
SUCH
52
INFORMATION, INCLUDING THROUGH DERIVATIVE WORKS, OR (D) REFUSE FOR ANY REASON
(INCLUDING A DEFAULT OR MATERIAL BREACH OF THE AGREEMENT BY THE OTHER PARTY) TO
PROMPTLY PROVIDE THE OTHER PARTY'S CONFIDENTIAL INFORMATION (INCLUDING COPIES
THEREOF) TO THE OTHER PARTY IF REQUESTED TO DO SO.
UPON EXPIRATION OR ANY
TERMINATION OF THE AGREEMENT AND COMPLETION OF EACH PARTY'S OBLIGATIONS UNDER
THE AGREEMENT, EACH PARTY SHALL RETURN OR DESTROY, AS THE OTHER PARTY MAY
DIRECT, ALL THE OTHER PARTY'S CONFIDENTIAL INFORMATION WITHIN 30 DAYS.
EACH
PARTY SHALL DELIVER TO THE OTHER PARTY WRITTEN CONFIRMATION OF ITS COMPLIANCE
WITH THE PRECEDING SENTENCE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF SUCH
PARTY.
(III)
PRIOR TO ALLOWING PROVIDER PERSONNEL TO USE
OR ACCESS ANY DATA OR INFORMATION OF ANY IDEARC SERVICE RECIPIENT, PROVIDER
SHALL ENSURE THAT EACH SUCH PROVIDER PERSONNEL EXECUTE AND DELIVER TO IDEARC A
CONFIDENTIALITY OR NONDISCLOSURE AGREEMENT (THE FORM OF WHICH IS TO BE PROVIDED
BY IDEARC).
(C)
EXCLUSIONS.
SECTION 12.3(B) SHALL NOT
APPLY TO ANY PARTICULAR INFORMATION THAT THE RECEIVING PARTY CAN DEMONSTRATE
(I) IS, AT THE TIME OF DISCLOSURE TO IT, IN THE PUBLIC DOMAIN OTHER THAN THROUGH
A BREACH OF THE RECEIVING PARTY'S