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other operation of law, the Receiving Party will not release the whatsoever that is in their possession or the possession of any <br /> requested Confidential Information sooner than ten days(or such Representatives, including notes, summaries, memoranda, <br /> shorter amount of days as the law will allow, if the law does not drawings,manuals,records,excerpts,or derivative information or <br /> allow for ten days)after giving the Disclosing Party written notice (ii) immediately destroy any of the foregoing material embodying <br /> (including by electronic mail) to allow the Disclosing Party to Confidential Information; provided however that the Receiving <br /> obtain an order preventing its release. The Receiving Party will Party may retain such of its documents as is necessary to enable it <br /> cooperate in good faith in any such effort or pursuit. In the event to comply with applicable document retention laws and policies; <br /> no such protective order is obtained within the aforementioned and provided further that the Receiving Party is not required to <br /> period,the Receiving Party is permitted to comply with the request destroy or alter any computer archival and backup tapes or <br /> for disclosure without liability under this Agreement. archival and backup files so long as such tapes and files are created <br /> in the ordinary course of business and kept confidential in <br /> The Receiving Party shall be responsible for any breach of this accordance with the terms of this Agreement. Upon request, an <br /> Agreement by any of its Representatives. authorized representative of the Receiving Party shall certify in <br /> writing that the requirements of this provision have been satisfied. <br /> 7. Exceptions to Confidentiality Obligations <br /> The Receiving Party's obligations under this Agreement do not 11. Notice of Breach <br /> extend to: The Receiving Party shall notify the Disclosing Party immediately <br /> a. Information which, at the time of disclosure, is in the upon discovery of any unauthorized use or disclosure of <br /> public domain; Confidential Information by the Receiving Party or its <br /> b. Information which shall become part of the public Representatives,whether such disclosure occurs through action or <br /> domain after disclosure other than as a consequence of a inaction,and shall assist the Disclosing Party to regain possession <br /> breach of this Agreement; of Confidential Information and prevent its further unauthorized <br /> c. Information which is obtained from a third person who, use.The Receiving Party shall cooperate in prosecuting any claims <br /> insofar as is known to the Receiving Party, is not prohibited against third parties for unauthorized use and shall bear all costs <br /> from transmitting the information; associated with pursuing those claims.The Receiving Party shall <br /> d. Information which was already known by the Receiving assume and discharge liability for all costs,damages,and expenses <br /> Party prior to its disclosure;or sustained by the Disclosing Party as may be caused or <br /> e. Information that is disclosed by the Receiving Party with compounded thereby. The Disclosing Party, in addition to any <br /> the Disclosing Party's prior written approval. money damages, shall be entitled to obtain an injunction <br /> prohibiting the further breach of this Agreement without the <br /> To the extent a portion of the disclosed information is already in necessity of posting or filing a bond or other security, even if <br /> the public domain, such information shall not be deemed otherwise required. <br /> confidential merely by its reference or inclusion in the information <br /> disclosed pursuant to this Agreement. 12. Remedies <br /> 8. Term and Termination Both parties acknowledge that the Confidential Information to be <br /> disclosed hereunder is of a unique and valuable character,and that <br /> This Agreement will commence on the Effective Date and will the unauthorized dissemination or use of the Confidential <br /> continue for [5] years unless terminated earlier or extended in a Information would destroy or diminish the value of such <br /> writing signed by authorized representatives of all parties. Either information. The damages to the Disclosing Party that would <br /> party may terminate this Agreement for any reason upon thirty result from the unauthorized dissemination or use of the <br /> days'prior written notice to the other party. Confidential Information would be impossible to calculate. <br /> 9. Survival Therefore,both parties hereby agree that the Disclosing Party shall <br /> be entitled to injunctive relief preventing the dissemination of any <br /> The Receiving Party's duty to hold in confidence Confidential Confidential Information in violation of the terms of this <br /> Information received pursuant to this Agreement shall survive Agreement.Such injunctive relief shall be in addition to any other <br /> termination or expiration and shall continue until such time as remedies available under this Agreement, whether at law or in <br /> either: (i)all Confidential Information disclosed under this equity. The Disclosing Party shall be entitled to recover its costs <br /> Agreement becomes publicly known and made generally available and fees, including reasonable attorney's fees, incurred in <br /> through no action or inaction of the Receiving Party; (ii)the obtaining any such relief.Further,in the event of litigation relating <br /> Receiving Party no longer possesses any Confidential Information to this Agreement,the prevailing party shall be entitled to recover <br /> disclosed under this Agreement;or(iii)the Disclosing Party sends its reasonable attorney's fees and expenses. The existence of any <br /> the Receiving Party written notice releasing the Receiving Party claim or cause of action which either party may have against the <br /> from the confidentiality requirements of this Agreement. other shall not constitute a defense or bar to the enforcement of <br /> any of the provisions of this Agreement.Unless stated otherwise, <br /> 10. Return of Confidential Information all remedies are cumulative and in addition to any other remedies <br /> Upon termination of this Agreement,or at such earlier time as the available at law or in equity. <br /> Disclosing Party may so request, the Receiving Party shall either <br /> (i)immediately return and redeliver to the Disclosing Party all <br /> tangible material embodying Confidential Information in any form <br /> Confidentiality and Non-Disclosure Agreement 2 <br />