PERFORMANCE OF THE ACTIVITIES
CONTEMPLATED BY THIS AGREEMENT.
27.2
EXCEPTIONS.
THIS SECTION 27 SHALL NOT APPLY TO ANY INFORMATION
THAT (A) IS ALREADY KNOWN BY THE RECIPIENT AT THE TIME OF ITS DISCLOSURE TO THE
RECIPIENT; (B) IS PUBLICLY AVAILABLE OR LATER BECOMES PUBLICLY AVAILABLE THROUGH
NO UNAUTHORIZED OR WRONGFUL ACT; OR (C) IS DISCLOSED TO THE RECIPIENT BY A THIRD
PARTY HAVING NO SIMILAR CONFIDENTIALITY OBLIGATION.
27.3
COMPELLED DISCLOSURE.
IF A PARTY IS REQUIRED BY LAW OR COURT ORDER
TO DISCLOSE CONFIDENTIAL INFORMATION OF THE OTHER PARTY, IT SHALL PROVIDE THE
OTHER PARTY WITH PROMPT WRITTEN NOTICE OF SUCH REQUIREMENT SO THAT AN
APPROPRIATE PROTECTIVE ORDER OR OTHER RELIEF MAY BE SOUGHT.
27.4
THIRD-PARTY INFORMATION.
IF ANY CONFIDENTIAL INFORMATION IS
SUPPLIED TO A PARTY BY A THIRD PARTY HAVING A LEGAL RIGHT TO DISCLOSE IT, THEN:
(A) THE RECEIVING PARTY SHALL HAVE THE RIGHT TO USE THAT PORTION OF THE
CONFIDENTIAL INFORMATION SO DISCLOSED ONLY IN CONNECTION WITH WORK DONE FOR THAT
THIRD PARTY; AND (B) SUCH DISCLOSURE BY THAT THIRD PARTY SHALL NOT PLACE THAT
PORTION OF THE CONFIDENTIAL INFORMATION IN THE PUBLIC DOMAIN, AND SHALL NOT
RELIEVE THE RECEIVING PARTY OF ITS OBLIGATIONS UNDER THIS AGREEMENT.
22
27.5
BINDING ON PERSONNEL.
EACH PARTY SHALL PROVIDE TO EACH OF ITS
PERSONNEL PERFORMING SERVICES UNDER THIS AGREEMENT NOTICE OF THE CONFIDENTIALITY
AND NON-USE RESTRICTIONS CONTAINED IN THIS AGREEMENT PRIOR TO ALLOWING SUCH
PERSONNEL TO RECEIVE ANY CONFIDENTIAL INFORMATION FROM THE OTHER PARTY OR
PERFORM ANY SERVICES HEREUNDER.
27.6
EQUITABLE RELIEF.
EACH PARTY ACKNOWLEDGES THAT A BREACH OF THIS
SECTION 27 WOULD CAUSE IRREPARABLE HARM AND INJURY TO THE OTHER PARTY, WHICH
HARM AND INJURY COULD NOT BE ADEQUATELY COMPENSATED FOR BY DAMAGES.
ACCORDINGLY, IN THE EVENT OF SUCH A BREACH, THE PARTIES AGREE THAT EACH OF THEM
SHALL BE ENTITLED, IN ITS DISCRETION AND WITHOUT POSTING A BOND, TO IMMEDIATE
INJUNCTIVE RELIEF IN ADDITION TO ANY OTHER REMEDIES IT MIGHT HAVE, WHETHER AT
LAW OR IN EQUITY.
27.7
SURVIVAL.
THE OBLIGATIONS IMPOSED BY THIS SECTION 27 SHALL SURVIVE
WITH RESPECT TO EACH ITEM OF CONFIDENTIAL INFORMATION SO LONG AS NO CIRCUMSTANCE
DESCRIBED IN SECTION 27.2 HAS OCCURRED.
28.
DISPUTE RESOLUTION.
28.1
GENERAL.
ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT
SHALL BE RESOLVED IN ACCORDANCE WITH THE PROCEDURES SPECIFIED IN THIS SECTION
28, WHICH SHALL BE THE SOLE AND EXCLUSIVE PROCEDURES FOR THE RESOLUTION OF ANY
SUCH DISPUTES.
28.2
NEGOTIATION.
THE PARTIES SHALL ATTEMPT IN GOOD FAITH TO RESOLVE
ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT PROMPTLY BY NEGOTIATION
BETWEEN EXECUTIVES WHO HAVE AUTHORITY TO SETTLE THE CONTROVERSY AND WHO ARE AT A
HIGHER LEVEL OF MANAGEMENT THAN THE PERSONS WITH DIRECT RESPONSIBILITY FOR
ADMINISTRATION OF THIS AGREEMENT.
A PARTY MAY GIVE THE OTHER PARTY WRITTEN
NOTICE OF ANY DISPUTE NOT RESOLVED IN THE NORMAL COURSE OF BUSINESS.
WITHIN 15
DAYS AFTER DELIVERY OF THE NOTICE, THE RECEIVING PARTY SHALL SUBMIT TO THE OTHER
A WRITTEN RESPONSE.
THE NOTICE AND RESPONSE SHALL INCLUDE