OF LOST IDEARC DATA THAT ARE THE GREATER OF
(I) NO LESS RIGOROUS THAN THOSE MAINTAINED BY IDEARC AS OF THE TOWER
COMMENCEMENT DATE (OR IMPLEMENTED BY IDEARC IN THE FUTURE TO THE EXTENT
REASONABLY DEEMED NECESSARY BY IDEARC), OR (II) NO LESS RIGOROUS THAN THOSE
MAINTAINED BY PROVIDER FOR ITS OWN INFORMATION OF A SIMILAR NATURE.
(C)
CORRECTIONS.
PROVIDER SHALL CORRECT, AT NO
CHARGE TO IDEARC, ANY DESTRUCTION, LOSS OR ALTERATION OF ANY IDEARC DATA
ATTRIBUTABLE TO THE FAILURE OF PROVIDER OR PROVIDER PERSONNEL TO COMPLY WITH
PROVIDER'S OBLIGATIONS UNDER THE AGREEMENT.
12.3.
CONFIDENTIALITY.
(A)
CONFIDENTIAL INFORMATION.
PROVIDER AND
IDEARC EACH ACKNOWLEDGES THAT THE OTHER POSSESSES AND WILL CONTINUE TO POSSESS
INFORMATION THAT HAS BEEN DEVELOPED OR RECEIVED BY IT, HAS COMMERCIAL VALUE IN
ITS BUSINESS AND IS NOT IN THE PUBLIC DOMAIN.
EXCEPT AS OTHERWISE SPECIFICALLY
AGREED IN WRITING BY THE PARTIES, "CONFIDENTIAL INFORMATION" SHALL MEAN (I) THE
AGREEMENT AND THE TERMS THEREOF; (II) ALL INFORMATION OF A PARTY MARKED
CONFIDENTIAL, RESTRICTED OR PROPRIETARY BY EITHER PARTY; AND (III) ANY OTHER
INFORMATION OF A PARTY THAT IS TREATED AS CONFIDENTIAL BY THE DISCLOSING PARTY
AND WOULD REASONABLY BE UNDERSTOOD BY THE RECIPIENT TO BE CONFIDENTIAL, WHETHER
OR NOT SO MARKED.
IN THE CASE OF IDEARC, CONFIDENTIAL INFORMATION ALSO SHALL
INCLUDE SOFTWARE PROVIDED TO PROVIDER BY OR THROUGH IDEARC, IDEARC MATERIALS
(INCLUDING IDEARC-OWNED PUBLISHING PRODUCT), IDEARC DATA, ATTORNEY-CLIENT
PRIVILEGED MATERIALS, OPERATIONAL DATA, ATTORNEY WORK PRODUCT, IDEARC LISTS,
IDEARC PRICING, BUSINESS, FINANCIAL, OPERATIONAL, STRATEGIC AND ACCOUNTING PLANS
AND INFORMATION (INCLUDING, BUT NOT LIMITED TO FORECASTS AND BUDGETS), PLANS FOR
CHANGES IN IDEARC FACILITIES, BUSINESS UNITS AND PRODUCT AND SERVICE LINES,
PLANS FOR MERGERS, ACQUISITIONS OR DIVESTITURES, PLANS FOR THE DEVELOPMENT AND
MARKETING OF NEW PRODUCTS OR SERVICES, BUSINESS, ACCOUNTING AND SYSTEMS
PROCESSES, ACCOUNT INFORMATION, RESEARCH INFORMATION, TRADE SECRETS, HUMAN
RESOURCES AND PERSONNEL INFORMATION (INCLUDING EMPLOYEE AND CLIENT LISTS AND
COMPANY TELEPHONE OR E-MAIL DIRECTORIES), CLIENT INFORMATION AND MARKETING/SALES
INFORMATION, INFORMATION REGARDING BUSINESSES, THIRD PARTY CONTRACTS, CUSTOMER
OR ENGAGEMENT LISTS, EXTERNAL OR EXTERNAL AUDITS, OR OTHER INFORMATION OR DATA
OBTAINED, RECEIVED, TRANSMITTED, PROCESSED, STORED, ARCHIVED, OR MAINTAINED BY
PROVIDER UNDER THE AGREEMENT.
IN THE CASE OF PROVIDER,
51
CONFIDENTIAL INFORMATION SHALL INCLUDE FINANCIAL INFORMATION, ACCOUNT
INFORMATION, INFORMATION REGARDING PROVIDER'S BUSINESS PLANS AND OPERATIONS, AND
PROPRIETARY SOFTWARE, TOOLS AND METHODOLOGIES OWNED BY PROVIDER AND USED IN THE
PERFORMANCE OF THE SERVICES.
(B)
OBLIGATIONS.
(I)
NEITHER PROVIDER NOR IDEARC SHALL
DISCLOSE, AND EACH OF PROVIDER AND IDEARC SHALL MAINTAIN THE CONFIDENTIALITY OF,
ALL CONFIDENTIAL INFORMATION OF THE OTHER PARTY.
EACH OF IDEARC AND PROVIDER
SHALL USE AT LEAST THE SAME DEGREE OF CARE TO SAFEGUARD AND TO PREVENT
DISCLOSING TO THIRD PARTIES THE CONFIDENTIAL INFORMATION OF THE OTHER AS IT
EMPLOYS TO AVOID UNAUTHORIZED DISCLOSURE, PUBLICATION, DISSEMINATION,
DESTRUCTION, LOSS, OR ALTERATION OF ITS OWN LIKE INFORMATION (OR INFORMATION OF
ITS CUSTOMERS) OF A SIMILAR NATURE, BUT NOT LESS THAN REASONABLE CARE.
THE
PARTIES MAY DISCLOSE CONFIDENTIAL INFORMATION TO THEIR RESPECTIVE EMPLOYEES,
AFFILIATES, AUDITORS, ATTORNEYS, ACCOUNTANTS, LENDERS, CONSULTANTS AND
CONTRACTORS, WHERE (A) SUCH