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<br />Confidential Information to any third party except to the Receiving Party's employees and other
<br />representatives who have a need to know such Confidential Information or as expressly authorized by the
<br />Disclosing Party in writing. The Receiving Party will not use the Disclosing Party's Confidential
<br />Information except as authorized by this Agreement. The Receiving Party will use at least the same
<br />standard of care to protect the Confidential Information of the Disclosing Party as it uses to protect its own
<br />confidential information of a similar nature, but in no event with less than reasonable care. Each party has
<br />entered into, and will continue to enter into, a written agreement with each of its employees and other
<br />representatives to treat third party confidential information at a minimum in accordance with the provisions
<br />of this Agreement. The Receiving Party will promptly notify the Disclosing Party upon discovery of any
<br />unauthorized use or disclosure of the Disclosing Party's Confidential Information. Unless otherwise set
<br />forth herein, upon the expiration or termination of this Agreement for any reason, or upon the request of the
<br />Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party (or, at the Disclosing
<br />Party's option, destroy) all of the Disclosing Party's Confidential Information and shall promptly certify in
<br />writing that it has done so. The Receiving Party remains liable, and agrees to indemnify and hold the
<br />Disclosing Party harmless, for any unauthorized disclosures of Confidential Information by its employees,
<br />officers, directors, or other principals, agents, counsel, subcontractors, or consultants.
<br />9.2 Exceptions. The foregoing obligations of confidentiality shall not apply to any information that
<br />the Receiving Party can show is or was: (a) already known to the Receiving Party at the time of disclosure without
<br />obligation of confidentiality; (b) independently developed by the Receiving Party without use of or access to the
<br />Confidential Information of the Disclosing Party; (c) approved for disclosure by the Disclosing Party beforehand
<br />and in writing; (d) in the public domain without breach of this Agreement; or (e) lawfully received by the Receiving
<br />Party from a third party without obligation of confidentiality.
<br />9.3 No Adequate Remedy. In the event of a breach of this Section, the parties agree that the
<br />Disclosing Party may not have an adequate remedy at law, in money, or damages and, accordingly, shall, in addition
<br />to any other available legal or equitable remedies, be entitled to seek an injunction against such breach. Any such
<br />relief shall be in addition to and not in lieu of any other relief to which the Disclosing Party may be entitled at law or
<br />in equity, including reasonable attorneys' fees.
<br />9.4 Permitted Disclosures. Nothing in this Section shall be construed to prohibit either party from
<br />disclosing the Confidential Information of the other party to the extent that such disclosure is required by applicable
<br />law or order of a court or other governmental agency; provided, however, that the Receiving Party shall promptly
<br />notify the Disclosing Party in writing of such requirement and shall cooperate with the Disclosing Party to minimize
<br />the scope of any such disclosure and to obtain a protective or similar order.
<br />9.5 Trade Secrets. Customer hereby acknowledges that the NuPark System and its components,
<br />whether provided by NuPark or its third party vendors or licensors, constitute trade secrets of NuPark and/or its third
<br />party vendors or licensors, and as such are protected by civil and criminal law, are very valuable to NuPark and/or
<br />its third party vendors or licensors, and that their use must be carefully and continuously controlled. Customer shall
<br />use the same standard of care (which in no event will be less than reasonable care) it uses to protect its own most
<br />confidential information to ensure the confidentiality of the NuPark System and its components and shall prohibit
<br />the unauthorized access to or use or duplication of any of the NuPark System and its components. Customer shall
<br />keep all machine-readable Licensed Software in a secure place which is as secure as Customer provides for its most
<br />confidential materials. Customer agrees to notify NuPark immediately of the unauthorized possession, use, or
<br />knowledge of any item supplied under this Agreement by any person or organization not authorized by this
<br />Agreement to have such possession, use, or knowledge. Customer will promptly furnish NuPark full details of such
<br />possession, use, or knowledge and will cooperate fully with NuPark in any litigation against third parties reasonably
<br />deemed necessary by NuPark to protect its proprietary rights. Customer's compliance with this Section shall not be
<br />construed in any way as a waiver of NuPark's and/or its third party vendors' or licensors' right to recover damages
<br />or obtain other relief against Customer for its negligent or intentional harm to NuPark's and/or its third party
<br />vendors' or licensors' proprietary rights or for breach of contractual rights. If Customer attempts or allows others to
<br />attempt to use, copy, duplicate, transcribe, or convey the items supplied by NuPark and/or its third party vendors or
<br />licensors pursuant to this Agreement in a manner contrary to the terms of this Agreement or in derogation of
<br />NuPark's and/or its third party vendors' or licensors' proprietary rights, whether these rights are explicitly herein
<br />stated, determined by law, or otherwise, NuPark and/or its third party vendors or licensors shall have, in addition to
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