CAPITULO III De la Defraudación Fiscal
DEL PROCEDIMIENTO ADMINISTRATIVO DE EJECUCI ON
V. Las armas, vehículos y caballos que los militares en servicio deban usar conforme a las Leyes;
8.1 Confidential information defined.—During the term of this Agreement, Alpha Pvt. Ltd. may disclose to Beta Pvt. Ltd. certain confidential, proprietary information and/or trade secrets or Beta Pvt. Ltd. may have or be given access to certain confidential, proprietary information and/or trade secrets of Alpha Pvt. Ltd., Alpha Pvt. Ltd. Affiliates, ... (name of affiliates) or other third party licensors or contractors of Alpha Pvt. Ltd. (collectively, “Alpha Pvt. Ltd. Confidential Information”). Unless otherwise excluded in this Agreement, Alpha Pvt. Ltd. Confidential Information shall mean any and all such information provided to Beta Pvt. Ltd. or to which Beta Pvt. Ltd. has or is given access, in whatever form, verbal or otherwise, including, but not limited to, business plans, marketing plans, financial records and analysis, research, technical specifications, marketing-sales-pricing data, designs, Agreements, trade secrets, software or other intellectual property, whether or not identified as “Alpha Pvt. Ltd. Confidential Information”, in whatever media, electronic or otherwise, and any other materials identified in writing as “Alpha Pvt. Ltd. Confidential Information.” Beta Pvt. Ltd. may disclose to Alpha Pvt. Ltd. information relating to Beta Pvt. Ltd.’ past, present or future research, development or business activities (collectively, “Beta Pvt. Ltd. Confidential Information.”)
8.2 Non-disclosure.—Beta Pvt. Ltd. will not, without the prior written consent of Alpha Pvt. Ltd., remove from Alpha Pvt. Ltd.’s or Alpha Pvt. Ltd. Affiliate’s premises or disclose Alpha Pvt. Ltd. Confidential Information to any third party, other than those of Beta Pvt. Ltd.’ employees, directors and officers with a need to know for performance hereunder, or otherwise jeopardize the confidential nature of the Alpha Pvt. Ltd. Confidential Information, and Beta Pvt. Ltd. will not use such Alpha Pvt. Ltd. Confidential Information other than for the purposes of this Agreement. Beta Pvt. Ltd. agrees that all Alpha Pvt. Ltd. Confidential Information will be held in strictest confidence by Beta Pvt. Ltd. and that such Alpha Pvt. Ltd. Confidential Information will not be copied, reproduced or altered either in whole or
in part by any method whatsoever, unless agreed upon in writing by Alpha Pvt. Ltd.. Beta Pvt. Ltd. shall cause its employees, officers and directors to whom the Alpha Pvt. Ltd. Confidential Information is disclosed to be informed of and agree to be bound by the restrictions upon disclosure and use of Alpha Pvt. Ltd. Confidential Information as contained in this Agreement and to sign an Agreement containing the terms set forth in Exhibit D hereto. Alpha Pvt. Ltd. agrees that it will not, during or after the term of this Agreement, permit the duplication or disclosure of any Beta Pvt. Ltd. Confidential Information to any person (other than an employee, agent or representative of Alpha Pvt. Ltd. or ... (name of aplha affiliate) who needs such information for the performance of the obligations hereunder), unless such duplication, use or disclosure is specifically authorized by Beta Pvt. Ltd. in writing.
8.3 Exceptions.—The terms “Alpha Pvt. Ltd. confidential information” and “Beta Pvt. Ltd. confidential information” shall not apply to information that:
(a) has been legally in the recipient Party’s possession prior to disclosure by the disclosing party and is not subject to any non-disclosure obligations; (b) has become part of the public domain through no fault of the recipient
Party;
(c) has been developed subsequent to, and independent of, disclosure to the recipient Party; or
(d) has been released in writing by the disclosing party so that the recipient party may make public disclosure, or is otherwise deemed by the disclosing party, in writing, to be no longer confidential.
8.4 Required disclosure.—Notwithstanding anything to the contrary in this section, if the recipient party learns that it is or may be required by applicable court order, law or regulation to disclose any confidential information, then recipient party shall: (a) as promptly as possible after learning of a possible disclosure requirement, and in any case prior to making disclosure, notify disclosing party of the disclosure requirement so that disclosing party or the appropriate party may seek a protective order or other appropriate relief, (b) provide such co-operation and assistance as disclosing party may reasonably request in any effort by disclosing party or the appropriate party to obtain such relief, and (c) take reasonable steps to limit the amount of Confidential Information so disclosed and to protect its confidentiality.
8.5 Injunctive relief.—Beta Pvt. Ltd. acknowledges that breach of this section or disclosure of other information which, at law or in good conscience or equity, ought to remain confidential, will give rise to irreparable injury to Alpha Pvt. Ltd. or the owner of such information, inadequately compensation in damages. Accordingly, Alpha Pvt. Ltd. or such other party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies, which may be available. Beta Pvt. Ltd. acknowledges and agrees that the covenants contained herein are necessary for the protection of legitimate business interests of Alpha Pvt. Ltd. and are reasonable in scope and content.
8.6 No License.—Nothing contained in this Agreement shall be construed to grant to Beta Pvt. Ltd. any right or license under any Intellectual Property Right of Alpha Pvt. Ltd.. “Intellectual Property Rights” shall mean copyright rights (including, without limitation, the exclusive right to use, make recordings of, reproduce, modify, adapt, edit, enhance, maintain, support, market, sell, rent, sell for rental, sublicense, distribute copies of, publicly and privately display and publicly and privately perform, exploit, exhibit, the copyrighted work and to prepare derivative works), copyright registrations and applications, trademark rights (including, without limitation, trade names, trademarks, service marks and trade dress) trademark and service mark registrations and applications, patent rights (including without limitation the exclusive right to make, use and sell), patent registrations and applications, mask-work rights, trade secrets, moral rights, author’s rights, right of publicity, contract and licensing rights, rights in packaging, goodwill and other intellectual property rights, as may exist now and/or hereafter come into existence, and all renewals and extensions thereof, regardless of whether any of such rights arise under the laws of any state, country or jurisdiction.
8.7 Return of confidential information.—Upon the earlier of (i) a request of the disclosing party; or (ii) the expiration or termination of this Agreement, the recipient party will return all confidential information, in whatever form or media, retaining no copies of the same in any form whatsoever, or destroy such Confidential Information and certify in writing to the disclosing party such destruction has been effected. Recipient Party’s obligations hereunder regarding Confidential Information shall survive the return or destruction of such Confidential Information or termination of this Agreement or completion of the services.