This excerpt taken from the EW 8-K filed Jun 6, 2005.
(a) Subject to the provisions of Section 6.2, each of the Parties agrees that it will not use to the detriment of the disclosing Party (except as permitted under this Agreement or the Related Transaction Agreements) or disclose to any third party any confidential or proprietary information of the other Party, except to the extent that such information (i) is or becomes generally available to the public other than as a result of a disclosure by the receiving Party or its representatives in violation of this Agreement, (ii) was within the receiving Partys possession prior to its first being furnished to it, (iii) is, at any time, disclosed to the receiving Party by any third party having the right to disclose the same or (iv) is independently developed by an employee or agent/consultant of the receiving Party without reference to the confidential or proprietary information of the other Party. Each Party may disclose the confidential information of the other Party to such Partys representatives, who shall not use such information except for the purposes contemplated hereby, and who shall maintain the confidentiality of such information, provided however, that each Party shall be responsible for any breach of this Section 6.1 by its representatives.
(b) In the event that either Party or any of its representatives are requested or required to disclose any of the confidential information of the other Party, it shall provide the other Party with prompt written notice of any such request or requirement so that the disclosing Party may seek a protective order or other appropriate remedy. If, in the absence of a protective order or other remedy, the receiving Party or any of its representatives are nonetheless, in the opinion of its outside counsel, legally compelled to disclose such confidential information to any governmental authority or else stand liable for contempt or suffer other censure or penalty, the receiving Party or its representative may, without liability hereunder, disclose to such governmental authority only that portion of such confidential information which such counsel advises is legally required to be disclosed.
(c) Notwithstanding anything to the contrary in this Agreement and any other agreement entered into by the parties, either Party to this Agreement (and their representatives) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and the Related Transaction Agreements and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure; provided, however, that this sentence shall not permit any disclosure that otherwise is prohibited by this Agreement (i) if such disclosure would result in a violation of federal or state securities laws or (ii) to the extent not related to the tax aspects of the transaction. Moreover, nothing in this Agreement shall be construed to limit in any way any Partys ability to consult any tax advisor regarding the tax treatment or tax structure of the Transactions.