Delta Airlines 2010 Annual Report Download - page 229

ARTICLE 31.
DISCLOSURE, CONFIDENTIALITY AND PUBLIC ANNOUNCEMENTS
Section 31.01. Disclosure, Confidentiality And Public Announcements. (a) Neither IAT nor Delta (in this Article 31, IAT or Delta, as the case may be,
the "first party") shall in any manner disclose or permit any of their respective Affiliates, officers, directors, members or employees to disclose to any other
Person, or use for the first party's own benefit (other than in connection with the transactions contemplated by this Agreement), directly or indirectly, any
Confidential Information belonging to the other party (in this Article the "second party") that the first party obtained from the second party pursuant to or in
connection with this Agreement, except (i) to the extent such disclosure or use is approved by the second party, (ii) to the extent such disclosure is necessary
or appropriate to comply with applicable Law or an order of a court or administrative body or official of competent jurisdiction, (iii) to the extent such
disclosure or use is necessary or appropriate to comply with the provisions of and exercise rights under this Agreement, the Port/IAT Lease, the Terminal 4
Project Bond Documents, the Freedom of Information — Policy and Procedure of the Port Authority in effect from time-to-time or the other Transaction
Documents, (iv) to the first party's lenders or prospective lenders or purchasers or prospective purchasers, or (v) to the first party's members, directors,
officers, employees, attorneys, accountants, consultants, architects, engineers, contractors and other representatives, consultants and service providers,
provided that, in the case of clauses (iv) and (v), such disclosure shall be on a need-to-know and confidential basis substantially similar to that which the first
party applies to the first party's own Confidential Information.
(b) Neither IAT nor Delta shall make any public announcements regarding the provisions of this Agreement or the transactions contemplated hereby, or
disclose the same to any third party who would be expected to make a public announcement regarding same, without first obtaining the other party's
approval to the nature and content of the disclosure, and the person or persons to whom the disclosure will be made.
Section 31.02. Confidential Information. In this Article, "Confidential Information" means with respect to each of IAT and Delta as the second party:
(i) its business records and information, including its customer lists and information, its personnel data and information, its non-public schedules and Delta's
non-public information relating to its Airline Activities; (ii) its non-public financial records and information; (iii) its documents or information relating to
trade secrets, patents, copyrights or other intellectual property; and (iv) its other documents or information that it furnishes to the first party with an indication
the same is confidential or not to be disclosed to third parties. Confidential Information shall not include any information that: (A) is or becomes generally
known to the public other than as a result of a disclosure in violation of this Agreement, (B) is disclosed to the first party by a third Person (other than an
Affiliate of the first party or an officer, employee, agent or representative of the first party or such Affiliate) having legitimate and unrestricted possession
thereof and the unrestricted right to make such disclosure, provided that, the Person making such disclosure is not bound by a confidentiality agreement with,
or another confidentiality obligation to, a party to this Agreement with respect to the information so disclosed, or (C) the first party can demonstrate that such
information (of the second party) was within its possession on a non-confidential basis prior to the Effective Date.
114