EACH PARTY SHALL TREAT THE OTHER'S
CONFIDENTIAL INFORMATION WITH THE SAME LEVEL OF CARE AS IT TREATS ITS OWN
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CONFIDENTIAL INFORMATION OF LIKE IMPORT, BUT NOT LESS THAN A REASONABLE LEVEL OF
CARE, SHALL DISCLOSE IT WITHIN ITS OWN ORGANIZATION ONLY ON A NEED-TO-KNOW
BASIS, AND SHALL INFORM THOSE TO WHOM IT RIGHTFULLY DISCLOSES SUCH CONFIDENTIAL
INFORMATION OF THEIR OBLIGATIONS OF CONFIDENTIALITY AND NON-DISCLOSURE
HEREUNDER.
(B)
NOTWITHSTANDING THE FOREGOING,
(I)
THE CONFIDENTIALITY OBLIGATIONS SET
FORTH IN THIS SECTION 15.1 SHALL NOT APPLY TO ANY INFORMATION WHICH THE
RECIPIENT PARTY CAN ESTABLISH TO HAVE BECOME PUBLICLY AVAILABLE WITHOUT ITS
BREACH OF THIS AGREEMENT, BEEN INDEPENDENTLY DEVELOPED OR OBTAINED BY THE
RECIPIENT PARTY OUTSIDE THE SCOPE OF THIS AGREEMENT AND WITHOUT REFERENCE TO THE
OTHER'S CONFIDENTIAL INFORMATION RECEIVED UNDER THIS AGREEMENT, BEEN ALREADY
KNOWN TO RECIPIENT WHEN DISCLOSED HEREUNDER, OR BEEN RIGHTFULLY OBTAINED BY THE
RECIPIENT PARTY FROM THIRD PARTIES WITHOUT AN OBLIGATION OF CONFIDENTIALITY;
(II)
OUTSOURCER MAY DISCLOSE GENERAL
INFORMATION RELATING TO THE SCOPE OF SERVICES AND THE DURATION OF THIS AGREEMENT
TO POTENTIAL BUYERS OF OUTSOURCER AND PERSONS OR ENTITIES ENGAGED IN THE
VALUATION OF OUTSOURCER OR ITS AFFILIATES;
(III)
OUTSOURCER MAY DISCLOSE INFORMATION RELATING
TO THE IDENTITY OF CLIENT AS A CLIENT OF OUTSOURCER, THE SCOPE OF SERVICES AND
OTHER GENERAL TERMS OF THIS AGREEMENT TO CURRENT OR POTENTIAL CLIENTS;
(IV)
CLIENT MAY DISCLOSE GENERAL INFORMATION
RELATING TO THE SCOPE OF SERVICES AND THE DURATION OF THIS AGREEMENT TO
POTENTIAL BUYERS OF CLIENT OR ANY ONE OR MORE AFFILIATES OF CLIENT;
(V)
EITHER PARTY MAY DISCLOSE THE PROVISIONS OF
THIS AGREEMENT TO BANKERS, PUBLIC ACCOUNTANTS, AUDITORS, AND OTHER FINANCIAL
INSTITUTIONS IN THE ORDINARY COURSE OF BUSINESS;
(VI)
EITHER PARTY MAY DISCLOSE THE PROVISIONS OF
THIS AGREEMENT TO THE EXTENT REQUIRED BY ANY APPLICABLE LAW, REGULATION OR RULES
OF ANY STOCK EXCHANGE; PROVIDED, HOWEVER, THE PARTY DISCLOSING THE OTHER PARTY'S
CONFIDENTIAL INFORMATION PROMPTLY NOTIFIES THE OTHER PARTY OF SUCH DISCLOSURE;
AND
(VII)
CLIENT SHALL NOT (EXCEPT PURSUANT TO (IV), (V)
AND (VI) ABOVE)) DISCLOSE TO ANY THIRD PARTY THE FEES SET FORTH IN THIS
AGREEMENT.
Section 15.2
Injunctive Relief.
Each Party acknowledges that the other Party may suffer irreparable damage in
the event of a breach or threatened breach of any provision of this Article.
Accordingly, in such event, notwithstanding Article XVII, such Party shall be
entitled to preliminary and final injunctive relief, as well as any and all
other applicable remedies at law or equity, including the recovery of damages.
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Section 15.3
No License.
The Parties acknowledge that (i) each Party maintains that the Confidential
Information contains valuable trade secrets and (ii) all rights to Confidential
Information are reserved by the disclosing party.
No license, express or
implied, by estoppel or otherwise, under any trade secret right, trademark,
patent, copyright or other proprietary right or applications that are now or may
hereafter be owned by a party, is granted by the disclosure of Confidential
Information under this Agreement.
Section 15.4
Residuals.
Except (1) as may