THIRD PARTY OR USE IT FOR ANY PURPOSE OTHER THAN AS AUTHORIZED BY THIS
AGREEMENT AND SUCH OTHER PARTY.
EACH PARTY WILL USE ITS BEST EFFORTS AND
ENDEAVORS AND WILL EMPLOY ALL REASONABLE STEPS TO PROTECT THE CONFIDENTIAL
INFORMATION OF OR WITH RESPECT TO THE OTHER PARTY FROM UNAUTHORIZED OR
INADVERTENT DISCLOSURE AND WILL DISCLOSE AND DIVULGE THE SAME ONLY TO ITS OWN
OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES HAVING A NEED TO KNOW AND
UTILIZE THE SAME IN THE PERFORMANCE OF THIS AGREEMENT.
(C)
EACH PARTY SHALL BE DEEMED TO BE THE OWNER OF ALL CONFIDENTIAL INFORMATION
DISCLOSED BY IT HEREUNDER TO THE OTHER PARTY, INCLUDING ALL PROPRIETARY RIGHTS
AND INTERESTS THEREIN, AND NOTHING CONTAINED HEREIN SHALL BE DEEMED OR CONSTRUED
TO CONSTITUTE A GRANT OF ANY RIGHTS, BY LICENSE OR OTHERWISE, IN OR TO ANY
CONFIDENTIAL INFORMATION.
THE CONFIDENTIAL INFORMATION OF A PARTY HERETO SHALL
NOT BE USED BY THE OTHER PARTY HERETO FOR ANY PURPOSE ADVERSE TO OR IN
COMPETITION WITH THE OWNER OF SUCH CONFIDENTIAL INFORMATION.
7.
INDEMNITY
(A)
THE LINN PARTIES SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS STALLION, ITS
AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, MEMBERS,
PARTNERS, STOCKHOLDERS, AGENTS AND SIMILARLY SITUATED PERSONS, FROM AND AGAINST
ANY AND ALL LOSSES, CLAIMS, DEMANDS, LIABILITIES OR CAUSES OF ACTION FROM THIRD
PARTY CLAIMS ("CLAIMS") FOR DIRECT DAMAGES (EXPRESSLY EXCLUDING CONSEQUENTIAL,
INCIDENTAL OR PUNITIVE, OR ANY LOST REVENUES OR PROFITS, EXCEPT ANY SUCH DAMAGES
THAT ARE PAYABLE TO A THIRD PARTY), AS INCURRED BY ANY INDEMNIFIED PARTY,
RELATING TO OR ARISING OUT OF THE PROVISION OF SERVICES BY STALLION PURSUANT TO
THIS AGREEMENT, INCLUDING ANY DAMAGES RESULTING FROM THE NEGLIGENCE OF ANY
INDEMNIFIED PARTY; PROVIDED, HOWEVER, THE FOREGOING INDEMNIFICATION OBLIGATION
SHALL NOT APPLY TO THE EXTENT THAT IT IS FINALLY JUDICIALLY DETERMINED THAT SUCH
DAMAGES RESULTED FROM THE INTENTIONAL BREACH OF CONTRACT, WILLFUL
11
MISCONDUCT OR GROSS NEGLIGENCE OF ANY SUCH INDEMNIFIED PARTY.
(B)
STALLION SHALL NOTIFY LINN AS SOON AS PRACTICABLE OF ANY CLAIM THAT MAY BE
PRESENTED TO OR SERVED UPON IT BY ANY PARTY ARISING OUT OF OR AS A RESULT OF
WORK PERFORMED PURSUANT HERETO, AFFORDING LINN FULL OPPORTUNITY TO ASSUME THE
DEFENSE OF SUCH CLAIM AND TO PROTECT ITSELF UNDER THE OBLIGATIONS OF THIS
PARAGRAPH 7.
(C)
INDEMNIFICATION DESPITE NEGLIGENCE.
IT IS THE EXPRESS INTENTION OF THE
PARTIES HERETO THAT EACH PARTY TO BE INDEMNIFIED PURSUANT TO THIS PARAGRAPH 7 OR
OTHER PROVISION OF THIS AGREEMENT SHALL BE INDEMNIFIED AND HELD HARMLESS FROM
AND AGAINST ALL CLAIMS AS TO WHICH INDEMNITY IS PROVIDED FOR UNDER THIS
PARAGRAPH 7 OR OTHER PROVISION, NOTWITHSTANDING THAT ANY SUCH CLAIMS ARISE OUT
OF OR RESULT FROM THE ORDINARY, STRICT, SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH
PARTY AND REGARDLESS OF WHETHER ANY OTHER PARTY IS OR IS NOT ALSO NEGLIGENT.
THE PARTIES HERETO ACKNOWLEDGE THAT THE FOREGOING COMPLIES WITH THE EXPRESS
NEGLIGENCE RULE AND IS CONSPICUOUS.
8.
INSURANCE.
LINN SHALL PROCURE AND MAINTAIN AT ITS SOLE EXPENSE
DURING THE TERM OF THIS AGREEMENT POLICIES OF INSURANCE FOR