EM 1110-2-2907
1 October 2003
Information from disclosure to others with at least the same
degree of care as that which is accorded to its own proprietary
information, but in no event with less than reasonable care. In the
event of termination of this Agreement, there shall be no use or
disclosure by either party of any Confidential Information.
Each party agrees to notify the other party promptly in the event of
any breach of confidentiality or security under conditions in
which it would appear that any Confidential Information was
disclosed in violation of this Agreement, prejudiced or exposed to
loss. Each party shall, upon request of the other party, take all
reasonable steps necessary to recover any compromised trade
secrets disclosed to or placed in the possession of the other party
by virtue of this Agreement.
Each party agrees to use Confidential Information under carefully
controlled conditions for the purposes set forth in this Agreement,
and to inform all persons who are given access to Confidential
Information by either party that such materials are confidential
trade secrets of the other party. Each party expressly agrees it
shall be fully responsible for the conduct of all its employees,
contractors, agents and representatives who may in any way
breach this Agreement.
Each party acknowledges that any breach of any of its obligations
under this Section 7 is likely to cause or threaten irreparable harm
to the other party, and, accordingly, each party agrees that in such
event, the other party shall be entitled to equitable relief to protect
its interest therein, as well as money damages.
WARRANTY AND INDEMNIFICATION
Sponsor shall defend, indemnify and hold harmless AIG from and
against all claims, liability, losses, damages and expenses
(including attorneys' fees and court costs) arising from or in
connection with the use or application of AIG's work by Sponsor
or any direct or indirect purchaser or licensee of Sponsor.
AIG SHALL NOT BE LIABLE TO SPONSOR FOR ANY DIRECT,
INDIRECT, SPECIAL, AND/OR CONSEQUENTIAL
DAMAGES WHATSOEVER, WHETHER CAUSED BY AIG'S
NEGLIGENCE, ERRORS, OMISSIONS, STRICT LIABILITY,
BREACH OF CONTRACT, BREACH OF WARRANTY OR
OTHER CAUSE OR CAUSES WHATSOEVER INCLUDING
BUT NOT LIMITED HYVISTA CORPORATIONS INABILITY
TO GATHER THE HYMAP DATA SCENES.
GENERAL PROVISIONS
No Assignability. The parties agree that this Agreement is not
assignable or transferable by AIG without the prior written
consent of Sponsor.
No Agency Relationship. This Agreement does not establish any
agency, joint venture, or partnership relationship between the
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