W200111.3
4
party must disclose any Confidential Information of the other party as required by law, then that
party may make such disclosure after providing the other party with reasonable notice so that the
other party may seek protective relief.
(b) Nothing herein shall be construed as granting either party any property
rights, by license or otherwise, to any Confidential Information of the other party, or to any
invention or any patent, copyright, trademark, or other intellectual property right of the other
party except as specifically provided for in this Agreement. Neither party shall make, have
made, use or sell any product or service or other item using, incorporating or derived from any of
the other party’s Confidential Information except as provided in this Agreement.
(c) The obligations under this Section 9 will survive the Termination Date,
but Confidential Information that is not a trade secret will cease to be protected hereunder two
(2) years after the Termination Date. On or before the Termination Date, each party will return
to the other party all of that other party’s Confidential Information embodied in tangible form,
and will destroy, unless otherwise agreed, all such other Confidential Information in that party’s
possession.
(d) For purposes of this Section 9, “Confidential Information” means (1)
business or technical information or data (oral, written, electronic or otherwise), including,
without limitation, a trade secret (as defined under applicable law), of or about a party provided
or made available by such party to the other party that is competitively or commercially valuable
to that party and not generally known or readily available by legal means to others, and (2)
information regarding the existence, content or status of the business relationship described
herein. Confidential Information shall not include information which (i) at the time of
disclosure, was published, known publicly, or otherwise in the public domain, (ii) after
disclosure, is published, becomes known publicly, or otherwise becomes part of the public
domain through no fault of the party receiving the Confidential Information, (iii) prior to the
time of disclosure, is known by that receiving party or, after disclosure, is independently
developed by that receiving party as evidenced by its written records, (iv) after disclosure, is
made available to that receiving party in good faith by a third party who is under no obligation of
confidentiality or secrecy to the party disclosing the Confidential Information, or (v) information
agreed to be disclosed in accordance with Section 9 hereof.
Section 10. Miscellaneous
.
(a) Notice
. All notices under this Agreement will be given in writing or by
written telecommunications via overnight mail, facsimile, or electronic mail to the addresses set
forth below or such other address as either party may substitute by notice hereunder and all such
notices given in accordance hereunder will be deemed as given as of the date of sending: