Common use of Second Paragraph Clause in Contracts

Second Paragraph. The Parties may disclose the Confidential Information to an Affiliate, without prior written authorization from the other party. In this last case, prior to disclosing the Confidential Information, the Party must obtain a written commitment of strict confidentiality and non-disclosure, ensuring at least the same guarantees regarding preservation of the confidentiality of the Confidential Information as those contained in this Agreement. For that purpose, an “Affiliate” shall be understood as any company or legal person in which the Parties hold an interest equivalent or in excess of 50% or any company or legal person with an interest equivalent or in excess of 50% in any of the Parties, or any legal person that: (a) directly or indirectly controls any of the Parties; (b) is directly or indirectly controlled by the same legal person controlling any of the Parties; or (c) is directly or indirectly controlled by any of the Parties. For the purposes of this clause, “Control” shall mean holding, directly or indirectly, an interest of more than 50% of voting shares that allow a person or entity to prevail in any decisions made by the shareholders meeting and especially in electing directors. The Parties shall be responsible for ensuring that persons or entities mentioned above maintain the Confidential Information in absolute reserve and do not disclose, sell, exchange or in any way transfer said information. Each Party shall be liable for direct damages caused to the other party and/or its Affiliates, as a direct consequence of breaching the obligation of confidentiality agreed herein. The Confidential Information shall remain the property of each of the Parties, and the may request it be returned at any time, notifying the other Party in writing. Within five (5) calendar days of receiving said notifications, the Party shall return all originals, copies and written or electronic reproductions and shall be formally requested to destroy the Confidential information to whom the previously described information was disclosed. The Parties represent and guarantee that they have the right and authority to disclose the Confidential Information to the other Party. The Confidential Information disclosed under the terms of this Agreement is the best information available to the Parties, and therefore they do not guarantee, expressly or implicitly, the quality, precision or integrity of the Confidential Information revealed, a condition that is known and accepted by the Parties, as well as the inherent risk of error in acquiring, processing and interpreting said information. The Parties undertake to keep absolute reserve of all information and documents during performance of this Agreement and for a term of three (3) years after its execution. TERPEL shall guarantee and ensure THE AIRLINES of the proper use and strict confidentiality by its personnel or third-party personnel that supply fuel to airports set forth in this Agreement, of THE AIRLINES’ operational information such as, but not limited to: flight itinerary, type of fleet, schedule, positions, routes, among others, whether disclosed physically, magnetically or because it is linked to THE AIRLINES’ platform that contains the information, with any owned or third-party platform to which it will have access for the proper performance of the subject matter of this Agreement.