ASPECT OF THE FLOOR OR OFFICE SPACE PROVIDED HEREUNDER,
AETHER SHALL BE SOLELY RESPONSIBLE FOR THE COSTS ASSOCIATED WITH SUCH
RE-CONFIGURATION.
ANY SUCH RE-CONFIGURATION SHALL BE CONTAINED SUBSTANTIALLY
WITHIN THE SAME FLOOR SPACE AND OFFICE SPACE IN WHICH THE LAND EARTH STATIONS
ARE CURRENTLY HOUSED. AETHER AND ITS EMPLOYEES SHALL COMPLY WITH ALL APPLICABLE
GUIDELINES, POLICIES, PROCEDURES AND SIMILAR RULES ESTABLISHED BY MOTIENT WITH
RESPECT TO THE USE OF THE RESTON PREMISES AND/OR THE LAND EARTH STATIONS.
12.
CONFIDENTIALITY
12.1
DURING THE TERM OF THIS AGREEMENT AND FOR A PERIOD OF THREE (3)
YEARS FROM THE DATE OF ITS EXPIRATION OR TERMINATION (INCLUDING ALL EXTENSIONS
THEREOF), EACH PARTY AGREES TO MAINTAIN IN STRICT CONFIDENCE ALL CONFIDENTIAL
INFORMATION.
NEITHER PARTY SHALL, WITHOUT PRIOR WRITTEN CONSENT OF THE OTHER
PARTY, USE THE OTHER PARTY'S CONFIDENTIAL INFORMATION FOR ANY PURPOSE OTHER THAN
FOR THE PERFORMANCE OF ITS DUTIES AND OBLIGATIONS, AND THE EXERCISE OF ITS
RIGHTS, UNDER THIS AGREEMENT.
EACH PARTY SHALL USE, AND SHALL CAUSE ALL
AUTHORIZED RECIPIENTS OF THE OTHER PARTY'S CONFIDENTIAL INFORMATION TO USE, THE
SAME DEGREE OF CARE TO PROTECT THE OTHER PARTY'S CONFIDENTIAL INFORMATION AS IT
USES TO PROTECT ITS OWN CONFIDENTIAL INFORMATION, BUT IN ANY EVENT NOT LESS THAN
A REASONABLE DEGREE OF CARE.
12.2
NOTWITHSTANDING SECTION 12.1, EITHER PARTY MAY DISCLOSE THE
CONFIDENTIAL INFORMATION OF THE OTHER PARTY TO: (A) ITS EMPLOYEES AND THE
EMPLOYEES, DIRECTORS AND OFFICERS OF ITS AFFILIATES AS NECESSARY TO IMPLEMENT
THIS AGREEMENT; (B) EMPLOYEES, AGENTS OR REPRESENTATIVES OF THE OTHER PARTY; OR
(C) OTHER PERSONS (INCLUDING COUNSEL, CONSULTANTS, LESSORS OR MANAGERS OF
FACILITIES OR EQUIPMENT USED BY SUCH PARTY) IN NEED OF ACCESS TO SUCH
INFORMATION FOR PURPOSES SPECIFICALLY RELATED TO EITHER PARTY'S RESPONSIBILITIES
UNDER THIS AGREEMENT, PROVIDED THAT THE PARTY MAKING THE DISCLOSURE OF
CONFIDENTIAL INFORMATION UNDER CLAUSE (C) SHALL BE RESPONSIBLE FOR ASSURING THAT
THE RECIPIENT OF SUCH INFORMATION SHALL HOLD IT IN STRICT CONFIDENCE.
12.3
UPON THE REQUEST OF THE PARTY HAVING PROPRIETARY RIGHTS TO
CONFIDENTIAL INFORMATION, THE PARTY IN POSSESSION OF SUCH INFORMATION SHALL
PROMPTLY RETURN IT (INCLUDING ANY COPIES, EXTRACTS AND SUMMARIES THEREOF, IN
WHATEVER FORM AND MEDIUM RECORDED) TO THE REQUESTING PARTY OR, WITH THE OTHER
PARTY'S WRITTEN CONSENT, SHALL PROMPTLY DESTROY IT AND PROVIDE THE OTHER PARTY
WITH WRITTEN CERTIFICATION OF SUCH DESTRUCTION.
12.4
EITHER PARTY MAY REQUEST IN WRITING THAT THE OTHER PARTY WAIVE ALL
OR ANY PORTION OF THE REQUESTING PARTY'S RESPONSIBILITIES RELATIVE TO THE OTHER
PARTY'S CONFIDENTIAL INFORMATION.
SUCH WAIVER REQUEST SHALL IDENTIFY THE
AFFECTED INFORMATION AND THE NATURE OF THE PROPOSED WAIVER.
THE RECIPIENT OF
THE REQUEST SHALL RESPOND WITHIN A REASONABLE TIME AND, IF IT DETERMINES, IN ITS
SOLE DISCRETION, TO GRANT THE REQUESTED WAIVER, IT WILL DO SO IN WRITING OVER
THE SIGNATURE OF AN EMPLOYEE AUTHORIZED TO GRANT SUCH REQUEST.
12.5
MOTIENT AND AETHER ACKNOWLEDGE THAT ANY DISCLOSURE OR
MISAPPROPRIATION OF CONFIDENTIAL INFORMATION IN VIOLATION OF THIS AGREEMENT
COULD CAUSE IRREPARABLE HARM, THE AMOUNT OF WHICH MAY BE DIFFICULT TO DETERMINE,
THUS POTENTIALLY MAKING ANY REMEDY