The Parties are prepared to exchange certain confidential and proprietary information in connection with the Transaction and agree to treat such information whether provided before, on or after the date of this Agreement and irrespective of whether the communication is made orally or in writing, as confidential in accordance with the provisions of this Agreement (the “Confidential Information”).
Either Party may elect at any time to terminate further access by the other Party to Confidential Information. The Parties agree that upon any such termination, each Party will promptly return to the other Party all Confidential Information except Notes, cause all Notes to be destroyed, and confirm in writing to the other Party that all such material has been returned or destroyed in compliance with this Agreement. No such termination will affect the Parties’ obligations hereunder or those of their Representatives, all of which obligations shall continue in effect for the term of this Agreement.
If either Party or its Representatives are requested or required (by oral questions, interrogatories, requests for information, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information or Notes, it is agreed that such Party will provide the other Party with prompt written notice of such request(s) so that the other Party may seek an appropriate protective order and/or waive compliance with the provisions of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, either Party or its Representatives are under obligation to disclose Confidential Information or Notes under pain of liability for contempt or other censure or penalty, such Party shall disclose only that portion of such Confidential Information that it is legally required to disclose; provided, that such Party agrees to exercise its best efforts to obtain assurance that confidential treatment will be accorded such information.