Common use of Confidentially Clause in Contracts

Confidentially. (a) The parties acknowledge and agree that the terms of this Agreement and all information provided to or in connection with either party's performance under this Agreement shall be considered confidential and proprietary information ("Confidential Information") and shall not be disclosed to any third party without the prior written consent of the party providing the Confidential Information ("Disclosing Party"). Confidential Information shall include, without limitation: (i) names, addresses, and demographic, behavioral, and credit information relating to FCCSU-LLC Cardholders, potential FCCSU-LLC Cardholders or the Lists provided to FCCSU-LLC pursuant to Paragraph 2; (ii) marketing materials, strategies and targeting methods; (iii) business objectives, assets and properties; and (iv) programming techniques and technical, developmental, cost and processing information. (b) The party receiving such Confidential Information ("Receiving Party") shall use Confidential Information only for the purpose of performing the terms of this Agreement and shall not accumulate in any way or make use of Confidential Information for any other purpose. The Receiving Party shall ensure that only its employees, authorized agents, or subcontractors who need to know Confidential Information to perform this Agreement will receive Confidential Information and that such persons agree to be bound by the provisions of this Paragraph and maintain the existence of this Agreement and the nature of their obligations hereunder strictly confidential. (c) The obligations with respect to Confidential Information shall not apply to Confidential Information that: (i) either party or its personnel already know at the time it is disclosed as shown by their written records; (ii) is publicly known without breach of this Agreement; (iii) either party received from a third party authorized to disclose it without restriction; (iv) either party, its agents or subcontractors, developed independently without use of Confidential Information; or (v) either party is required by law, regulation or valid court or governmental agency order or request to disclose, in which case the party receiving such an order or request, to the extent practicable, must give notice to the other party, allowing them to seek a protective order. (d) Each party agrees that any unauthorized use or disclosure of Confidential Information may cause immediate and irreparable harm to the Disclosing Party for which money damages may not constitute an adequate remedy. In that event, each party agrees that injunctive relief may be warranted in addition to any other remedies the Disclosing Party may have. In addition, the Receiving Party agrees promptly to advise the Disclosing Party in writing of any unauthorized misappropriation, disclosure or use by any person of the Confidential Information which may come to its attention and to take all steps at its own expense reasonably requested by the Disclosing Party to limit, stop or otherwise remedy such misappropriation, disclosure or use. (e) Upon either Party's demand, or upon the termination of this Agreement, the Parties shall comply with each other's reasonable instructions regarding the disposition of Confidential Information which may include return of any and all Confidential Information (including any copies or reproductions thereof). Such compliance shall be certified in writing, including a statement that no copies of confidential information have been kept. (f) Except as necessary for its performance under this Agreement and/or the Marketing Agreement, neither Party shall use the name of the other Party, its affiliates or subsidiaries in connection with any representation, publication or advertisement, or make any public statement relating to the other Party, its affiliates or subsidiaries, without the prior full disclosure of same to the other Party, and the prior written consent of the respective Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either Party may utilize the name of the other Party for the purpose of advertising within any Party related advertising portfolio (e.

Confidentially. 7.1 During the Term and for a period of five (a5) years thereafter, other than as provided for in this Agreement, neither APN SZ nor Yitai shall disclose the other Party’s Confidential Information to any Third Party or use the other Party’s Confidential Information for their benefit or for the benefit of others without the other Party’s prior written consent. Each Party may disclose the other Party’s Confidential Information as reasonably necessary to file, conduct or defend litigation in accordance with the provisions of this Agreement or comply with applicable laws, regulations or court orders; provided, however, that if a Party is required to make any such disclosure of the other Party’s Confidential Information in connection with any of the foregoing, to the extent legally permissible, it will give reasonable advance notice to the other Party of such disclosure requirement and will use reasonable efforts to assist such other Party in efforts to secure confidential treatment of such information required to be disclosed. Upon written request, a party (“receiving PARTY”) will return to the other Party (“Disclosing Party”) or destroy all tangible copies of Confidential Information in its, its Affiliates’ or their representatives’ possession or control and permanently erase all electronic copies of Confidential Information (subject to automatic system back-ups) except for (i) Confidential Information that the Receiving Party has a continuing right to use (e.g., in any regulatory filing) and (ii) one archival copy of Confidential Information which may be retained by the Receiving Party in a secure location solely for legal record keeping purposes. Notwithstanding the foregoing, Yitai may disclose APN SZ Confidential Information to its Affiliates or sublicensees in connection with performing the manufacturing and/or Commercilization activities to the extent that such Affiliates and/or sublicensees are bound by written confidentially obligations to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Agreement. 7.2 Confidential Information will not include information that the Receiving Party can demonstrate by competent written evidence: (i) is publicly available or becomes publicly available through no unauthorized act or omission of the Receiving Party; (ii) was already known to the Receiving Party at the time it received such Confidential Information; (iii) is or was developed independently by the Receiving Party without use of the proprietary and Confidential Information of the other Party; or (iv) is disclosed to the Receiving Party without restriction by and independent Third Party having a legal right to disclose the Confidential Information. 7.3 The parties acknowledge and Parties agree that the terms of this Agreement are Confidential Information of both Parties and all information provided each Party agrees not to or in connection with either party's performance under this Agreement shall be considered confidential and proprietary information ("Confidential Information") and shall not be disclosed to disclose any third party of them, without the prior written consent of the party providing the Confidential Information ("Disclosing Party"). Confidential Information shall include, without limitation: (i) names, addresses, and demographic, behavioral, and credit information relating to FCCSU-LLC Cardholders, potential FCCSU-LLC Cardholders or the Lists provided to FCCSU-LLC pursuant to Paragraph 2; (ii) marketing materials, strategies and targeting methods; (iii) business objectives, assets and properties; and (iv) programming techniques and technical, developmental, cost and processing information. (b) The party receiving such Confidential Information ("Receiving Party") shall use Confidential Information only for the purpose of performing the terms of this Agreement and shall not accumulate in any way or make use of Confidential Information for any other purpose. The Receiving Party shall ensure that only its employees, authorized agents, or subcontractors who need to know Confidential Information to perform this Agreement will receive Confidential Information and that such persons agree to be bound by the provisions of this Paragraph and maintain the existence of this Agreement and the nature of their obligations hereunder strictly confidential. (c) The obligations with respect to Confidential Information shall not apply to Confidential Information that: (i) either party or its personnel already know at the time it is disclosed as shown by their written records; (ii) is publicly known without breach of this Agreement; (iii) either party received from a third party authorized to disclose it without restriction; (iv) either party, its agents or subcontractors, developed independently without use of Confidential Information; or (v) either party is required by law, regulation or valid court or governmental agency order or request to disclose, in which case the party receiving such an order or request, to the extent practicable, must give notice to the other party, allowing them to seek a protective order. (d) Each party agrees that any unauthorized use or disclosure of Confidential Information may cause immediate and irreparable harm to the Disclosing Party for which money damages may not constitute an adequate remedy. In that event, each party agrees that injunctive relief may be warranted in addition to any other remedies the Disclosing Party may have. In addition, the Receiving Party agrees promptly to advise the Disclosing Party in writing of any unauthorized misappropriation, disclosure or use by any person of the Confidential Information which may come to its attention and to take all steps at its own expense reasonably requested by the Disclosing Party to limit, stop or otherwise remedy such misappropriation, disclosure or use. (e) Upon either Party's demand, or upon the termination of this Agreement, the Parties shall comply with each other's reasonable instructions regarding the disposition of Confidential Information which may include return of any and all Confidential Information (including any copies or reproductions thereof). Such compliance shall be certified in writing, including a statement that no copies of confidential information have been kept. (f) Except as necessary for its performance under this Agreement and/or the Marketing Agreement, neither Party shall use the name of the other Party, its affiliates or subsidiaries in connection with any representation, publication or advertisement, or make any public statement relating to the other Party, its affiliates or subsidiaries, without the prior full disclosure of same to the other Party, and the prior written consent of the respective Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either Party may utilize the name of the other Party for the purpose of advertising within any Party related advertising portfolio (e..

Confidentially. (a) The parties acknowledge and agree that the terms of "Confidential Information" shall mean this Agreement (including but not limited to any monthly reports and invoices) and all information provided a party discloses to the other which has been either (i) characterized in writing as confidential at the time of its disclosure or (ii) orally characterized as confidential at the time of disclosure, except for information which the receiving party can demonstrate: (a) is previously rightfully known to the receiving party without restriction on disclosure: (b) is or becomes, from no act or failure to act on the part of the receiving party, generally known in connection with either the relevant industry or public domain: (c) is disclosed to the receiving party by a third party as a matter or right and without restriction on disclosure: or (d) is independently developed by the receiving party without access to the Confidential Information. Each receiving party shall at all times, both during the term hereof and for a period of at least 5 years after termination, keep in confidence all the disclosing party's performance Confidential Information using a standard of care the receiving party uses with its own information of this nature, but in no event less than reasonable care. The receiving party shall not use the disclosing party's Confidential Information other than in the course of its duties hereunder. Neither party acquires any intellectual property rights under this Agreement shall be considered confidential or through any disclosure hereunder, except the limited right to use such Confidential Information in accordance with this Agreement. The Confidential Information under this Agreement is delivered "AS IS" and proprietary information ("Confidential Information") all representations or warranties, whether express or implied, including warranties or conditions for fitness for a particular purpose, merchantability, title and shall not be disclosed to any third party without non-infringement are hereby disclaimed. Without the prior written consent of the disclosing party, the receiving party providing shall not disclose the disclosing party's Confidential Information (except on a "Disclosing Party"). Confidential Information shall include, without limitation: (i) names, addresses, and demographic, behavioral, and credit information relating to FCCSU-LLC Cardholders, potential FCCSU-LLC Cardholders or the Lists provided to FCCSU-LLC pursuant to Paragraph 2; (ii) marketing materials, strategies and targeting methods; (iii) business objectives, assets and properties; and (iv) programming techniques and technical, developmental, cost and processing information. (b) The party receiving such Confidential Information ("Receiving Party") shall use Confidential Information only for the purpose of performing the terms of this Agreement and shall not accumulate in any way or make use of Confidential Information for any other purpose. The Receiving Party shall ensure that only its employees, authorized agents, or subcontractors who need to know Confidential Information know" basis to perform this Agreement will receive Confidential Information and that such persons agree an employee or contractor under binding obligations of confidentiality substantially similar to be bound by the provisions of this Paragraph and maintain the existence of this Agreement and the nature of their obligations hereunder strictly confidential. (c) The obligations with respect to Confidential Information shall not apply to Confidential Information that: (i) either those set forth herein. If a receiving party or its personnel already know at the time it is disclosed as shown by their written records; (ii) is publicly known without breach of this Agreement; (iii) either party received from a third party authorized legally compelled to disclose it without restriction; (iv) either any of the disclosing party, its agents or subcontractors, developed independently without use of 's Confidential Information; or (v) either party is required by law, regulation or valid court or governmental agency order or request then, prior to disclose, in which case the party receiving such an order or request, to the extent practicable, must give notice to the other party, allowing them to seek a protective order. (d) Each party agrees that any unauthorized use or disclosure of Confidential Information may cause immediate and irreparable harm to the Disclosing Party for which money damages may not constitute an adequate remedy. In that event, each party agrees that injunctive relief may be warranted in addition to any other remedies the Disclosing Party may have. In additiondisclosure, the Receiving Party agrees promptly to advise receiving party will (x) assert the Disclosing Party in writing of any unauthorized misappropriation, disclosure or use by any person privileged and confidential nature of the Confidential Information which may come to its attention and to take all steps at its own expense reasonably requested by (y) cooperate fully with the Disclosing Party to limit, stop or otherwise remedy disclosing party in protecting against any such misappropriation, disclosure or use. (e) Upon either Party's demand, or upon and/or obtaining a protective order narrowing the termination scope of this Agreementsuch disclosure and/or use of the Confidential Information. In the event such protection is not obtained, the Parties receiving party shall comply with each other's reasonable instructions regarding the disposition of Confidential Information which may include return of any and all Confidential Information (including any copies or reproductions thereof). Such compliance shall be certified in writing, including a statement that no copies of confidential information have been kept. (f) Except as necessary for its performance under this Agreement and/or the Marketing Agreement, neither Party shall use the name of the other Party, its affiliates or subsidiaries in connection with any representation, publication or advertisement, or make any public statement relating to the other Party, its affiliates or subsidiaries, without the prior full disclosure of same to the other Party, and the prior written consent of the respective Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either Party may utilize the name of the other Party for the purpose of advertising within any Party related advertising portfolio (e.disclose the

Confidentially. (a) The parties acknowledge and agree that the terms of "Confidential Information" shall mean this Agreement (including but not limited to any monthly reports and invoices) and all information provided a party discloses to the other which has been either (i) characterized in writing as confidential at the time of its disclosure or (ii) orally characterized as confidential at the time of disclosure, except for information which the receiving party can demonstrate: (a) is previously rightfully known to the receiving party without restriction on disclosure: (b) is or becomes, from no act or failure to act on the part of the receiving party, generally known in connection with either the relevant industry or public domain: (c) is disclosed to the receiving party by a third party as a matter or right and without restriction on disclosure; or (d) is independently developed by the receiving party without access to the Confidential Information. Each receiving party shall at all times, both during the term hereof and for a period of at least 5 years after termination, keep in confidence all the disclosing party's performance Confidential Information using a standard of care the receiving party uses with its own information of this nature, but in no event less than reasonable care. The receiving party shall not use the disclosing party's Confidential Information other than in the course of its duties hereunder. Neither party acquires any intellectual property rights under this Agreement shall be considered confidential or through any disclosure hereunder, except the limited right to use such Confidential Information in accordance with this Agreement. The Confidential Information under this Agreement is delivered "AS IS" and proprietary information ("Confidential Information") all representations or warranties, whether express or implied, including warranties or conditions for fitness for a particular purpose, merchantability, title and shall not be disclosed to any third party without non-infringement are hereby disclaimed. Without the prior written consent of the disclosing party, the receiving party providing shall not disclose the disclosing party's Confidential Information (except on a "Disclosing Party"). Confidential Information shall include, without limitation: (i) names, addresses, and demographic, behavioral, and credit information relating to FCCSU-LLC Cardholders, potential FCCSU-LLC Cardholders or the Lists provided to FCCSU-LLC pursuant to Paragraph 2; (ii) marketing materials, strategies and targeting methods; (iii) business objectives, assets and properties; and (iv) programming techniques and technical, developmental, cost and processing information. (b) The party receiving such Confidential Information ("Receiving Party") shall use Confidential Information only for the purpose of performing the terms of this Agreement and shall not accumulate in any way or make use of Confidential Information for any other purpose. The Receiving Party shall ensure that only its employees, authorized agents, or subcontractors who need to know Confidential Information know" basis to perform this Agreement will receive Confidential Information and that such persons agree an employee or contractor under binding obligations of confidentiality substantially similar to be bound by the provisions of this Paragraph and maintain the existence of this Agreement and the nature of their obligations hereunder strictly confidential. (c) The obligations with respect to Confidential Information shall not apply to Confidential Information that: (i) either those set forth herein. If a receiving party or its personnel already know at the time it is disclosed as shown by their written records; (ii) is publicly known without breach of this Agreement; (iii) either party received from a third party authorized legally compelled to disclose it without restriction; (iv) either any of the disclosing party, its agents or subcontractors, developed independently without use of 's Confidential Information; or (v) either party is required by law, regulation or valid court or governmental agency order or request then, prior to disclose, in which case the party receiving such an order or request, to the extent practicable, must give notice to the other party, allowing them to seek a protective order. (d) Each party agrees that any unauthorized use or disclosure of Confidential Information may cause immediate and irreparable harm to the Disclosing Party for which money damages may not constitute an adequate remedy. In that event, each party agrees that injunctive relief may be warranted in addition to any other remedies the Disclosing Party may have. In additiondisclosure, the Receiving Party agrees promptly to advise receiving party will (x) assert the Disclosing Party in writing of any unauthorized misappropriation, disclosure or use by any person privileged and confidential nature of the Confidential Information which may come to its attention and to take all steps at its own expense reasonably requested by (y) cooperate fully with the Disclosing Party to limit, stop or otherwise remedy disclosing party in protecting against any such misappropriation, disclosure or use. (e) Upon either Party's demand, or upon and/or obtaining a protective order narrowing the termination scope of this Agreementsuch disclosure and/or use of the Confidential Information. In the event such protection is not obtained, the Parties receiving party shall comply with each other's reasonable instructions regarding the disposition of Confidential Information which may include return of any and all Confidential Information (including any copies or reproductions thereof). Such compliance shall be certified in writing, including a statement that no copies of confidential information have been kept. (f) Except as necessary for its performance under this Agreement and/or the Marketing Agreement, neither Party shall use the name of the other Party, its affiliates or subsidiaries in connection with any representation, publication or advertisement, or make any public statement relating to the other Party, its affiliates or subsidiaries, without the prior full disclosure of same to the other Party, and the prior written consent of the respective Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either Party may utilize the name of the other Party for the purpose of advertising within any Party related advertising portfolio (e.disclose the

Confidentially. (a) The parties acknowledge Except as otherwise provided herein, EDS and FVH each agree that all confidential information and trade secrets marked proprietary and confidential and communicated to it by the terms other, whether before or after the Effective Date, shall be and were received in strict confidence, shall be used only for purposes of this Agreement, and that no such information shall be disclosed by the recipient party, its agents or employees without the prior consent of the other party, except as may be necessary by reason of legal, accounting, or regulatory requirements beyond the reasonable control of the recipient party, provided that the disclosing party shall give written notice to the other party of such requirement to disclose. The provisions of this Section 6.4 shall survive termination of this Agreement and all information provided to or in connection with either party's performance under this Agreement for any reason, but shall be considered confidential and proprietary information ("Confidential Information") and shall not be disclosed have no application to any information which is or becomes (through no fault of a party hereto) public information, is obtained from a third party without who is not subject to any confidentiality obligations, is independently developed, or is disclosed with the prior written consent of the party providing owning such information. In addition, FVH shall be entitled to disclose to its agents and consultants such information as may be necessary for the Confidential Information ("Disclosing Party"). Confidential Information shall include, without limitation: (i) names, addresses, and demographic, behavioral, and credit information relating to FCCSU-LLC Cardholders, potential FCCSU-LLC Cardholders discussion of marketing strategies or the Lists provided exploration of business opportunities, so long as such agents and consultants agree to FCCSU-LLC pursuant to Paragraph 2; (ii) marketing materials, strategies and targeting methods; (iii) business objectives, assets and properties; and (iv) programming techniques and technical, developmental, cost and processing informationhold such information in confidence. (b) The party receiving such Confidential Information ("Receiving Party") shall use Confidential Information only for In the purpose event FVH's data or the EDS Systems or any part thereof should come into the possession of performing the terms one or more unauthorized third parties as a result of this Agreement and shall not accumulate in any way or make use of Confidential Information for any other purpose. The Receiving Party shall ensure that only its employees, authorized agents, or subcontractors who need to know Confidential Information to perform this Agreement will receive Confidential Information and that such persons agree to be bound by the provisions of this Paragraph and maintain the existence of this Agreement and the nature of their obligations hereunder strictly confidential. (c) The obligations with respect to Confidential Information shall not apply to Confidential Information that: (i) either party or its personnel already know at the time it is disclosed as shown by their written records; (ii) is publicly known without a breach of this Agreement; (iii) either Article VI, the breaching party received from a third party authorized shall, at its own expense, use its best efforts to disclose it without restriction; (iv) either party, its agents retrieve such data or subcontractors, developed independently without use of Confidential Information; or (v) either party is required by law, regulation or valid court or governmental agency order or request to disclosesystems and, in which case any event, shall reimburse the non-breaching party receiving such an order for all reasonable expenses incurred in connection with its retrieval efforts. In addition to any remedies the non-breaching party may have, including without limitation remedies set forth in this Agreement, the non-breaching party shall be entitled to appropriate injunctive relief against the breaching party and to prevent any other or request, to the extent practicable, must give notice to the other party, allowing them to seek a protective order. (d) Each party agrees that any further unauthorized use or disclosure thereof or to require the return thereof and shall be entitled to recover from the breaching party reasonable attorney's fees 13 14 and other costs of Confidential Information may obtaining such injunctive relief, it being stipulated that such breach would cause immediate and irreparable harm to the Disclosing Party non-breaching party for which money damages may not constitute an no adequate remedy. In that event, each party agrees that injunctive relief may be warranted in addition to any other remedies the Disclosing Party may have. In addition, the Receiving Party agrees promptly to advise the Disclosing Party in writing of any unauthorized misappropriation, disclosure or use by any person of the Confidential Information which may come to its attention and to take all steps remedy at its own expense reasonably requested by the Disclosing Party to limit, stop or otherwise remedy such misappropriation, disclosure or uselaw exists. (e) Upon either Party's demand, or upon the termination of this Agreement, the Parties shall comply with each other's reasonable instructions regarding the disposition of Confidential Information which may include return of any and all Confidential Information (including any copies or reproductions thereof). Such compliance shall be certified in writing, including a statement that no copies of confidential information have been kept. (f) Except as necessary for its performance under this Agreement and/or the Marketing Agreement, neither Party shall use the name of the other Party, its affiliates or subsidiaries in connection with any representation, publication or advertisement, or make any public statement relating to the other Party, its affiliates or subsidiaries, without the prior full disclosure of same to the other Party, and the prior written consent of the respective Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either Party may utilize the name of the other Party for the purpose of advertising within any Party related advertising portfolio (e.

Confidentially. (a) The parties acknowledge For a period (i) in the case of Confidential Information that is Confidential Business Information, of ten years from the Effective Date and agree (ii) in the case of Confidential Information that the terms of this Agreement is Confidential Operational Information, continuing into perpetuity, DuPont and all information provided to or in connection with either party's performance under this Agreement Conoco shall be considered confidential and proprietary information ("Confidential Information") hold and shall respectively cause the Retained Subsidiaries and Conoco's Subsidiaries to hold, and shall each cause their respective officers, employees, agents, consultants and advisors to hold, in strict confidence and not be disclosed to any third party disclose or release without the prior written consent of the party providing the Confidential Information ("Disclosing Party"). Confidential Information shall include, without limitation: (i) names, addresses, and demographic, behavioral, and credit information relating to FCCSU-LLC Cardholders, potential FCCSU-LLC Cardholders or the Lists provided to FCCSU-LLC pursuant to Paragraph 2; (ii) marketing materials, strategies and targeting methods; (iii) business objectives, assets and properties; and (iv) programming techniques and technical, developmental, cost and processing information. (b) The party receiving such Confidential Information ("Receiving Party") shall use Confidential Information only for the purpose of performing the terms of this Agreement and shall not accumulate in any way or make use of Confidential Information for any other purpose. The Receiving Party shall ensure that only its employees, authorized agents, or subcontractors who need to know Confidential Information to perform this Agreement will receive Confidential Information and that such persons agree to be bound by the provisions of this Paragraph and maintain the existence of this Agreement and the nature of their obligations hereunder strictly confidential. (c) The obligations with respect to Confidential Information shall not apply to Confidential Information that: (i) either party or its personnel already know at the time it is disclosed as shown by their written records; (ii) is publicly known without breach of this Agreement; (iii) either party received from a third party authorized to disclose it without restriction; (iv) either party, its agents or subcontractors, developed independently without use of Confidential Information; or (v) either party is required by law, regulation or valid court or governmental agency order or request to disclose, in which case the party receiving such an order or request, to the extent practicable, must give notice to the other party, allowing them to seek a protective order. (d) Each party agrees that any unauthorized use or disclosure of Confidential Information may cause immediate and irreparable harm to the Disclosing Party for which money damages may not constitute an adequate remedy. In that event, each party agrees that injunctive relief may be warranted in addition to any other remedies the Disclosing Party may have. In addition, the Receiving Party agrees promptly to advise the Disclosing Party in writing of any unauthorized misappropriation, disclosure or use by any person of the Confidential Information which may come to its attention and to take all steps at its own expense reasonably requested by the Disclosing Party to limit, stop or otherwise remedy such misappropriation, disclosure or use. (e) Upon either Party's demand, or upon the termination of this Agreement, the Parties shall comply with each other's reasonable instructions regarding the disposition of Confidential Information which may include return of any and all Confidential Information (including any copies or reproductions thereofas defined herein). Such compliance shall be certified in writing; provided, including a statement that no copies of confidential information have been kept. (f) Except as necessary for its performance under this Agreement and/or the Marketing Agreement, neither Party shall use the name of the other Party, its affiliates or subsidiaries in connection with any representation, publication or advertisementparties may disclose, or make any public statement relating may permit disclosure of, Confidential Information (i) to their respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such information and are informed of their obligation to hold such information confidential to the other Party, its affiliates or subsidiaries, without the prior full disclosure of same extent as is applicable to the parties hereto and in respect of whose failure to comply with such obligations, Conoco or DuPont, as the case may be, will be responsible or (ii) if the parties, the Retained Subsidiaries or Conoco's Subsidiaries are compelled to disclose any such Confidential Information by judicial or administrative process or, in the opinion of independent legal counsel, by other Party, and the prior written consent requirements of the respective Party, which consent shall not be unreasonably withheld or delayedlaw. Notwithstanding the foregoing, either Party in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (ii) above, DuPont or Conoco, as the case may utilize be, shall promptly notify the name other of the existence of such request or demand and shall provide the other Party for a reasonable opportunity to seek an appropriate protective order or other remedy, which both parties will cooperate in obtaining. In the purpose event that such appropriate protective order or other remedy is not obtained, the party whose Confidential Information is required to be disclosed shall or shall cause the other party to furnish, or cause to be furnished, only that portion of advertising within any Party related advertising portfolio (e.the Confidential Information that is legally required to be disclosed. As used in this Section 8.5: