This excerpt taken from the TRXI 10-K filed Feb 22, 2006.
8.4.2 The Receiving Party:
(a) may not use the Disclosing Partys Confidential Information for a purpose other than the performance of its obligations under this Agreement;
(b) may not disclose the Disclosing Partys Confidential Information to a Person (including, in the case of SWS, any Affiliate of SWS that is not a subsidiary of SWS (each a Restricted Affiliate)), except with the prior written consent of the Disclosing Party or in accordance with clauses 8.4.3 and 8.4.4; and
(c) shall make every effort to prevent the use or disclosure of the Disclosing Partys Confidential Information.
8.4.3 The Receiving Party may disclose the Disclosing Partys Confidential Information to any of its directors, other officers, employees, and sub-contractors (but excluding, in the case of SWS, any Restricted Affiliate) (a Recipient) to the extent that disclosure is necessary for the purposes of this Agreement.
8.4.4 The Receiving Party shall ensure that a Recipient is made aware of and complies with the Receiving Partys obligations of confidentiality under this Agreement as if the Recipient was a party to this Agreement. The Receiving Party shall be liable for any and all acts or omissions of its Recipient, which violate the Receiving Partys obligations of confidentiality hereunder.
[*] - Confidential Treatment Requested
8.4.5 Clauses 8.4.2 to 8.4.4 do not apply to Confidential Information which:
(a) is at the date of this Agreement, or at any time after that date becomes, publicly known other than by the Receiving Partys or Recipients breach of this Agreement; or
(b) is independently developed by a Party or its Affiliate without reference to the Confidential Information of the Disclosing Party or any of its Affiliates; or
(c) the Receiving Party is obliged to disclose by law or regulatory authority; provided that the Receiving Party in such case gives prompt notice to the Disclosing Party of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement; and provided further that, in the event that such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the provisions hereof, the Receiving Party agrees to furnish only that portion of the Confidential Information which it is advised by written opinion of counsel is legally required to be disclosed and to exercise best efforts to obtain assurance that confidential treatment will be accorded such Confidential Information.
8.4.6 SWS acknowledges that TRXs common stock is publicly traded on the Nasdaq National Market. SWS further acknowledges that (i) SWS is aware that the United States securities laws prohibit any person who has material, non-public information about a company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, and (ii) SWS is familiar with the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules and regulations promulgated thereunder to the extent they relate to the matters referred to in this agreement. SWS agrees that SWS will not use or permit any third party to use any Confidential Information or trade secrets of TRX in contravention of the United States securities laws including, without limitation, the Exchange Act or any rules and regulations promulgated thereunder.
8.4.7 The Receiving Partys obligation with respect to the Confidential Information of the Disclosing Party shall survive the termination of this Agreement.
8.5 Remedy and Right to Injunction. The Parties agree that damages in the event of a breach of this Section 8 would be difficult if not impossible to ascertain, and it is therefore agreed that each Party, in addition to and without limiting any other remedy or right it may have, shall be entitled, as a matter of course, to obtain an injunction from any court of competent jurisdiction restraining any further violation, as well as to recover from the breaching party any and all costs and expenses sustained or incurred in obtaining such injunction and recovering. The Parties rights to obtain an injunction and to recover such costs and expenses shall be cumulative and in addition to any other rights and remedies to which the Parties may be entitled, including the right to recover damages.