Common use of Publicity; Confidentiality Clause in Contracts

Publicity; Confidentiality. Each Party shall maintain the confidentiality of all information or data of any nature (“Information”) provided to it by the other Party hereto, provided such Information contains a conspicuous marking identifying it as “Confidential” or “Proprietary” or is inherently of a confidential nature (e.g., customer or cost data). For purposes of this Article, this Agreement and all of its Annexes shall be considered “Confidential”. Each Party shall use the same efforts (but in no case less than reasonable efforts) to protect the Information it receives hereunder as it accords to its own Confidential Information. The above requirements shall not apply to Information which is already in the possession of the receiving Party through no breach of an obligation of confidentiality to the disclosing Party or any third party, is already publicly available through no breach of this Agreement or has been previously independently developed by the receiving Party. This Agreement shall not prevent any disclosure of Information pursuant to applicable law or regulation, provided that prior to making such disclosure, the receiving Party shall use reasonable efforts to notify and obtain consent from the disclosing Party of this required disclosure. Mobius may also disclose this Agreement without annexes to the extent necessary to enforce its rights in court. Each Party acknowledges that its breach or threatened breach of this Section may cause the Disclosing Party irreparable harm, which would not be adequately compensated by monetary damages. Accordingly, in the event of any such breach or threatened breach, the Receiving Party agrees that equitable relief, including temporary or permanent injunctions, is an available and appropriate remedy in addition to any legal remedies to which the Disclosing Party may be entitled. At the request of the Disclosing Party upon termination of this Agreement or at any time or from time to time thereafter, the receiving Party shall, as promptly as practicable and in all cases within five (5) days of such request, deliver to Disclosing Party all Confidential Information of Disclosing Party then in Receiving Party’s possession or under Receiving Party’s control.

Publicity; Confidentiality. Each A Party shall maintain the confidentiality of all information may only issue a press release or data of any nature (“Information”) provided to it by the other Party hereto, provided such Information contains make a conspicuous marking identifying it as “Confidential” or “Proprietary” or is inherently of a confidential nature (e.g., customer or cost data). For purposes of this Article, public statement concerning this Agreement and the Transactions if such press release or public statement is made in form and substance, and at a time, to which all other Parties have consented after good faith consultation. Otherwise, no Party hereto shall make any public disclosure concerning this Agreement, the Transactions, or the existence of its Annexes shall and/or particulars of any negotiations related hereto, including the terms, conditions, consideration to be considered “Confidential”. Each Party shall use the same efforts (but in no case less than reasonable efforts) paid or other facts related to protect the Information it receives hereunder as it accords to its own Confidential Information. The above requirements shall not apply to Information which is already in the possession of the receiving Party through no breach of an obligation of confidentiality this Agreement, except to the disclosing Party or any third partyextent that public disclosure is required by applicable Law, is already publicly available through no breach of this Agreement or has been previously independently developed by in which case, to the receiving Party. This Agreement shall not prevent any extent practicable, the Parties will use their reasonable best efforts to reach mutual agreement on disclosure of Information pursuant to applicable law or regulation, provided that language prior to making such disclosure. Each Party will, and will cause its Affiliates and Representatives to, maintain in confidence all written, oral or other information obtained in confidence (“Confidential Information”) from another Party in connection with this Agreement or the receiving Transactions, including this Agreement and the terms hereof, unless the use or disclosure of such Confidential Information is reasonably necessary in connection with (a) any obtaining any Approval; (b) the Bankruptcy Case; (c) negotiations with the Corporate Lenders, Project Lenders and other holders of ERC’s debt and other obligations (and each of the foregoing party’s representatives) and applicable state regulatory authorities; or (d) a valid court order; provided, however, that no Party shall use reasonable efforts disclose, or knowingly permit any other Person to notify and obtain consent from disclose, any Confidential Information of the disclosing other Party of this required disclosurewithout such other Party’s prior written consent. Mobius Notwithstanding the foregoing, ERC may also disclose this Agreement without annexes as authorized and directed by the Bidding Procedures Order. Case 09-37010-sgj11 Doc 292-2 Filed 11/13/09 Entered 11/13/09 01:08:58 Desc Exhibit A to the extent necessary to enforce its rights in court. Each Party acknowledges that its breach or threatened breach Plan - Amended and Restated Master Purchase Agreement (MPSA) Page 44 of this Section may cause the Disclosing Party irreparable harm, which would not be adequately compensated by monetary damages. Accordingly, in the event of any such breach or threatened breach, the Receiving Party agrees that equitable relief, including temporary or permanent injunctions, is an available and appropriate remedy in addition to any legal remedies to which the Disclosing Party may be entitled. At the request of the Disclosing Party upon termination of this Agreement or at any time or from time to time thereafter, the receiving Party shall, as promptly as practicable and in all cases within five (5) days of such request, deliver to Disclosing Party all Confidential Information of Disclosing Party then in Receiving Party’s possession or under Receiving Party’s control.56

Publicity; Confidentiality. Each Party shall maintain the confidentiality of all information or data of any nature (“Information”) provided to it by the other Party hereto, provided such Information contains a conspicuous marking identifying it as “Confidential” or “Proprietary” or is inherently of a confidential nature (e.g., customer or cost data). For purposes of this Article, this Agreement and all of its Annexes Attachments shall be considered “Confidential”. Each Party shall use the same efforts (but in no case less than reasonable efforts) to protect the Information it receives hereunder as it accords to its own Confidential Information. The above requirements shall not apply to Information which is already in the possession of the receiving Party through no breach of an obligation of confidentiality to the disclosing Party or any third party, is already publicly available through no breach of this Agreement or has been previously independently developed by the receiving Party. This Agreement shall not prevent any disclosure of Information pursuant to applicable law or regulation, provided that prior to making such disclosure, the receiving Party shall use reasonable efforts to notify and obtain consent from the disclosing Party of this required disclosure. Mobius ALL ACCESS TELECOM, INC. may also disclose this Agreement without annexes Attachments to the extent necessary to enforce its rights in court. Each Party acknowledges that its breach or threatened breach of this Section may cause the Disclosing Party irreparable harm, which would not be adequately compensated by monetary damages. Accordingly, in the event of any such breach or threatened breach, the Receiving Party agrees that equitable relief, including temporary or permanent injunctions, is an available and appropriate remedy in addition to any legal remedies to which the Disclosing Party may be entitled. At the request of the Disclosing Party upon termination of this Agreement or at any time or from time to time thereafter, the receiving Receiving Party shall, as promptly as practicable and in all cases within five (5) days of such request, deliver to Disclosing Party all Confidential Information of Disclosing Party then in Receiving Party’s possession or under Receiving Party’s control.

Publicity; Confidentiality. Each For a period of two (2) years from the termination date of this Agreement, each Party shall maintain the confidentiality of all information or data of any nature (“"Information”") provided to it by the other Party hereto, provided such Information contains a conspicuous marking identifying it as “"Confidential” " or “"Proprietary” " or is inherently of a confidential nature (e.g.i.e., customer or cost data). For purposes of this Article, this Agreement and all of its Annexes shall be considered “"Confidential”". Each Party shall use the same efforts (but in no case less than reasonable efforts) to protect the Information it receives hereunder as it accords to its own Confidential Information. The above requirements shall not apply to Information which that is already in the possession of the receiving Party through no breach of an obligation of confidentiality to the disclosing Party or any third party, is already publicly available through no breach of this Agreement or has been previously independently developed by the receiving Party. This Agreement shall not prevent any disclosure of Information pursuant to applicable law or regulation, provided that prior to making such disclosure, the receiving Party shall use reasonable efforts to notify and obtain consent from the disclosing Party of this required disclosure. Mobius may also disclose this Agreement without annexes to the extent necessary to enforce its rights in court. Each Party acknowledges that its breach or threatened breach of this Section may cause the Disclosing Party irreparable harm, which would not be adequately compensated by monetary damages. Accordingly, in the event of any such breach or threatened breach, the Receiving Party agrees that equitable relief, including temporary or permanent injunctions, is an available and appropriate remedy in addition to any legal remedies to which the Disclosing Party may be entitled. At the request of the Disclosing Party upon termination of this Agreement or at any time or from time to time thereafter, the receiving Receiving Party shall, as promptly as practicable and in all cases within five (5) days of such request, deliver to Disclosing Party all Confidential Information proprietary information of Disclosing Party then in Receiving Party’s 's possession or under Receiving Party’s control's control or, in lieu thereof, Receiving Party may destroy all of Receiving Party's copies of such proprietary information and certify to Disclosing Party in writing that such destruction has been accomplished.

Publicity; Confidentiality. Each A Party shall maintain the confidentiality of all information may only issue a press release or data of any nature (“Information”) provided to it by the other Party hereto, provided such Information contains make a conspicuous marking identifying it as “Confidential” or “Proprietary” or is inherently of a confidential nature (e.g., customer or cost data). For purposes of this Article, public statement concerning this Agreement and the Transactions if such press release or public statement is made in form and substance, and at a time, to which all other Parties have consented after good faith consultation. Otherwise, no Party hereto shall make any public disclosure concerning this Agreement, the Transactions, or the existence of its Annexes shall and/or particulars of any negotiations related hereto, including the terms, conditions, consideration to be considered “Confidential”. Each Party shall use the same efforts (but in no case less than reasonable efforts) paid or other facts related to protect the Information it receives hereunder as it accords to its own Confidential Information. The above requirements shall not apply to Information which is already in the possession of the receiving Party through no breach of an obligation of confidentiality this Agreement, except to the disclosing Party or any third partyextent that public disclosure is required by applicable Law, is already publicly available through no breach of this Agreement or has been previously independently developed by in which case, to the receiving Party. This Agreement shall not prevent any extent practicable, the Parties will use their reasonable best efforts to reach mutual agreement on disclosure of Information pursuant to applicable law or regulation, provided that language prior to making such disclosure. Each Party will, and will cause its Affiliates and Representatives to, maintain in confidence all written, oral or other information obtained in confidence (“Confidential Information”) from another Party in connection with this Agreement or the receiving Transactions, including this Agreement and the terms hereof, unless the use or disclosure of such Confidential Information is reasonably necessary in connection with (a) any obtaining any Approval; (b) the Bankruptcy Case; (c) negotiations with the Corporate Lenders, Project Lenders and other holders of ERC’s debt and other obligations (and each of the foregoing party’s representatives) and applicable state regulatory authorities; or (d) a valid court order; provided, however, that no Party shall use reasonable efforts disclose, or knowingly permit any other Person to notify and obtain consent from disclose, any Confidential Information of the disclosing other Party of this required disclosurewithout such other Party’s prior written consent. Mobius Notwithstanding the foregoing, prior to the Shop Period End Date, ERC may also disclose this Agreement without annexes and the Letter of Intent dated September 19, 2009 between ERC and Redwood in connection with the solicitation of arms-length Alternative Proposals from Persons other than Redwood pursuant to Section 7.5(b)as authorized and directed by the extent necessary to enforce its rights in court. Each Party acknowledges that its breach or threatened breach of this Section may cause the Disclosing Party irreparable harm, which would not be adequately compensated by monetary damages. Accordingly, in the event of any such breach or threatened breach, the Receiving Party agrees that equitable relief, including temporary or permanent injunctions, is an available and appropriate remedy in addition to any legal remedies to which the Disclosing Party may be entitled. At the request of the Disclosing Party upon termination of this Agreement or at any time or from time to time thereafter, the receiving Party shall, as promptly as practicable and in all cases within five (5) days of such request, deliver to Disclosing Party all Confidential Information of Disclosing Party then in Receiving Party’s possession or under Receiving Party’s controlBidding Procedures Order.