PARTY IN THE ORDINARY COURSE OF ITS BUSINESS;
(IV)
IS INDEPENDENTLY DEVELOPED BY THE RECEIVING PARTY WITHOUT REFERENCE TO THE
DISCLOSING PARTY'S CONFIDENTIAL INFORMATION; OR
36
(V)
IS THE SUBJECT OF A WRITTEN AGREEMENT
WHEREBY THE DISCLOSING PARTY CONSENTS TO THE USE OR DISCLOSURE OF SUCH
CONFIDENTIAL INFORMATION.
17.5
REQUIRED DISCLOSURES.
IF A RECEIVING PARTY OR ANY OF ITS
REPRESENTATIVES SHALL BE UNDER A LEGAL OBLIGATION IN ANY ADMINISTRATIVE OR
JUDICIAL CIRCUMSTANCE TO DISCLOSE ANY CONFIDENTIAL INFORMATION, THE RECEIVING
PARTY SHALL GIVE THE DISCLOSING PARTY PROMPT NOTICE SO THAT THE DISCLOSING PARTY
MAY SEEK A PROTECTIVE ORDER AND/OR WAIVE THE DUTY OF NONDISCLOSURE; PROVIDED
THAT IN THE ABSENCE OF SUCH ORDER OR WAIVER, IF THE RECEIVING PARTY OR ANY SUCH
REPRESENTATIVE SHALL, IN THE OPINION OF ITS COUNSEL, STAND LIABLE FOR CONTEMPT
OR SUFFER OTHER CENSURE OR PENALTY FOR FAILURE TO DISCLOSE, DISCLOSURE PURSUANT
TO THE ORDER OF SUCH TRIBUNAL MAY BE MADE BY THE RECEIVING PARTY OR ITS
REPRESENTATIVE WITHOUT LIABILITY HEREUNDER.
17.6
CONTINUED RESTRICTIONS.
FOR AS LONG AS SELLER OR MBF CONTINUES TO
POSSESS OR CONTROL CONFIDENTIAL INFORMATION FURNISHED BY THE OTHER, AND FOR SO
LONG AS THE CONFIDENTIAL INFORMATION REMAINS UNPUBLISHED, CONFIDENTIAL AND
LEGALLY PROTECTABLE AS THE PROPERTY OF THE DISCLOSING PARTY, EXCEPT AS OTHERWISE
SPECIFIED HEREIN, THE RECEIVING PARTY SHALL MAKE NO USE OF SUCH CONFIDENTIAL
INFORMATION WHATSOEVER, NOTWITHSTANDING THE TERMINATION OR EXPIRATION OF THE
AGREEMENT.
SELLER AND MBF ACKNOWLEDGE THEIR UNDERSTANDING THAT THE TERMINATION
OR EXPIRATION OF THE AGREEMENT SHALL NOT BE DEEMED TO GIVE EITHER A RIGHT OR
LICENSE TO USE OR DISCLOSE THE CONFIDENTIAL INFORMATION OF THE OTHER.
ANY
MATERIALS OR DOCUMENTS, INCLUDING COPIES THAT CONTAIN CONFIDENTIAL INFORMATION,
SHALL BE PROMPTLY RETURNED WHEN NECESSARY TO PREVENT DISCLOSURE OF THE
CONFIDENTIAL INFORMATION TO THIRD PARTIES.
17.7
INJUNCTIVE RELIEF PERMITTED.
IT IS AGREED THAT THE UNAUTHORIZED
DISCLOSURE OR USE OF ANY CONFIDENTIAL INFORMATION MAY CAUSE IMMEDIATE OR
IRREPARABLE INJURY TO THE PARTY PROVIDING THE CONFIDENTIAL INFORMATION, AND THAT
SUCH PARTY MAY NOT BE ADEQUATELY COMPENSATED FOR SUCH INJURY IN MONETARY
DAMAGES.
SELLER AND MBF THEREFORE ACKNOWLEDGE AND AGREE THAT, IN SUCH EVENT,
THE OTHER SHALL BE ENTITLED TO SEEK ANY TEMPORARY OR PERMANENT INJUNCTIVE RELIEF
NECESSARY TO PREVENT SUCH UNAUTHORIZED DISCLOSURE OR USE, OR THREAT OF
DISCLOSURE OR USE, AND EACH CONSENTS TO THE JURISDICTION OF ANY FEDERAL OR STATE
COURT OF COMPETENT JURISDICTION SITTING IN SEATTLE, WASHINGTON FOR PURPOSE OF
ANY SUIT HEREUNDER AND TO SERVICE OF PROCESS THEREIN BY CERTIFIED OR REGISTERED
MAIL, RETURN RECEIPT REQUESTED.
18.
MODIFICATIONS, CONSENTS AND WAIVERS; ENTIRE AGREEMENT.
NO
MODIFICATION, AMENDMENT OR WAIVER OF, OR WITH RESPECT TO, ANY PROVISION OF THIS
AGREEMENT OR ANY OTHER INSTRUMENTS AND DOCUMENTS DELIVERED PURSUANT HERETO OR
THERETO, NOR CONSENT TO ANY DEPARTURE BY SELLER OR MBF FROM ANY OF THE TERMS OR
CONDITIONS HEREOF OR THEREOF, SHALL IN ANY EVENT BE EFFECTIVE UNLESS IT SHALL BE
IN WRITING AND SIGNED BY MBF AND SELLER.
ANY SUCH WAIVER OR CONSENT SHALL BE
EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE