WTW » Topics » Confidentiality

This excerpt taken from the WTW 10-Q filed Nov 6, 2008.

CONFIDENTIALITY

9.1 Confidentiality Obligation. The Receiving Party recognizes and acknowledges the competitive value and confidential nature of the Confidential Information and the damage that would result to the Disclosing Party and its Affiliates if any of the Confidential Information were to be disclosed to any third party. The Receiving Party hereby agrees that the Confidential Information shall be used solely for the purposes expressly set forth in this Agreement and that all of the Confidential Information shall be kept confidential by the Receiving Party; provided that any such information may be disclosed only to the Receiving Party and its respective officers, directors, employees, agents, Affiliates, subcontractors, representatives, advisors and consultants (such Persons hereinafter collectively being referred to as “Representatives”), who are actually engaged in, and need to know, the Confidential Information for the purposes expressly set forth in this Agreement, who have been informed of the confidential nature of the Confidential Information, who have been advised that such information is to be kept confidential and who have entered into enforceable written confidentiality agreements with the Receiving Party agreeing that Confidential Information shall not be used for any other purpose. The Receiving Party agrees that it shall (a) cause its Representatives to observe all terms of this Agreement, and (b) be responsible for any breach of this Agreement by any of its Representatives.

9.2 Remedies. The Receiving Party acknowledges and agrees that the Disclosing Party would be irreparably damaged by any unauthorized disclosure or use of any Confidential Information in violation of this Article X. Without prejudice to the rights and remedies otherwise available to the Disclosing Party, the Receiving Party, therefore, agrees that the Disclosing Party shall be entitled, without the requirement of posting a bond or other security, to equitable relief, including an injunction or specific performance, in the event of any breach or threatened breach of the provisions of this Article X by the Receiving Party or its Representatives. Such remedies shall not be deemed to be exclusive remedies but shall be in addition to all other remedies available at law or equity to the Disclosing Party.

 

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9.3 Disclosure Required by Law. In the event that the Receiving Party or any of its Representatives become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigation, demand, order or other legal process) to disclose any of the contents of the Confidential Information, the Receiving Party shall use commercially reasonable efforts to (i) promptly notify Disclosing Party prior to any such disclosure to the extent practicable and (ii) cooperate with Disclosing Party in any attempts it may make to obtain a protective order or other appropriate assurance that confidential treatment shall be afforded to the Confidential Information.

9.4 Return of Confidential Information. Upon the expiration or termination of this Agreement for whatever reason, the Receiving Party shall return to the Disclosing Party all Confidential Information (including all copies thereof) received by it or its Representatives prior to the termination of this Agreement. To the extent that it is impractical to return any Confidential Information as provided above, such Confidential Information (including all copies thereof) may be destroyed, and the Receiving Party shall certify in writing to the Disclosing Party that it has destroyed or returned all such Confidential Information (including all copies thereof).

These excerpts taken from the WTW 10-K filed Feb 27, 2006.
Confidentiality. Each of the Administrative Agent, the Collateral Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ officers, directors, employees and agents, including accountants, legal counsel and other advisors (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority or quasi-regulatory authority (such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) in connection with the exercise of any remedies hereunder or under the other Loan Documents or any suit, action or proceeding relating to the enforcement of its rights hereunder or thereunder, (e) subject to an agreement containing provisions substantially the same as those of this Section 9.16, to (i) any actual or prospective assignee of or participant in any of its rights or obligations under this Agreement and the other Loan Documents or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower or any Subsidiary or any of their respective obligations, (f) with the consent of the Borrower or (g) to the extent such Information becomes publicly available other than as a result of a breach of this Section 9.16. For the purposes of this Section, “
Confidentiality. Each of the Administrative Agent, the Collateral Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ officers, directors, employees and agents, including accountants, legal counsel and other advisors (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority or quasi-regulatory authority (such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) in connection with the exercise of any remedies

 

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hereunder or under the other Loan Documents or any suit, action or proceeding relating to the enforcement of its rights hereunder or thereunder, (e) subject to an agreement containing provisions substantially the same as those of this Section 9.16, to (i) any actual or prospective assignee of or participant in any of its rights or obligations under this Agreement and the other Loan Documents or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower or any Subsidiary or any of their respective obligations, (f) with the consent of the Borrower or (g) to the extent such Information becomes publicly available other than as a result of a breach of this Section 9.16. For the purposes of this Section, “

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