Incredimail 2013 Annual Report Download - page 191

EXECUTION VERSION
6.2 Disclosure and Use . Except as provided in Section 6.3 or with the prior written consent of the Disclosing Party, the
Receiving Party will not (a) disclose any Confidential Information of the Disclosing Party other than on a need-to-know basis to its and its
Affiliates’ officers, directors, employees, consultants, contractors, attorneys, accountants, investors, lenders, financial advisors, and potential
acquirers (collectively, “Individual Recipients”), who have signed a non-disclosure agreement or are otherwise subject to confidentiality
obligations that that are no less stringent with respect to the Disclosing Party’s Confidential Information than the terms set forth in this Section
6.2; (b) use Confidential Information, except as permitted under this Agreement or for fulfilling the obligations or exercising the rights of the
Receiving Party under this Agreement; (c) make internal business copies or allow others to make copies of such Confidential Information, except
as permitted under this Agreement or for fulfilling the obligations or exercising the rights of the Receiving Party under this Agreement; or (d)
remove or export any such Confidential Information from the country of the Receiving Party in violation of Laws. Nothing in this Section 6.2 or
the rest of the Agreement shall prevent a Party from using Confidential Information as is necessary to support or defend a Dispute within the
meaning of Section 11 (Dispute Resolution; Arbitration). The Receiving Party shall treat the Confidential Information of the Disclosing Party,
and will cause its Individual Recipients to treat such Confidential Information in accordance with this Section 6 and with at least the same degree
of care and protection as it would use with respect to its own Confidential Information of a similar nature, but in no event less than a reasonable
standard of care. The foregoing obligations shall survive for a period of three years following the termination or expiration of this Agreement.
6.3 Exceptions; Required Disclosures . Except as provided in Section 12, nothing in this Section 6 prohibits or limits either
Party’s use or disclosure of information (a) previously known to it without obligation of confidence, (b) independently developed by or for it
without use of or access to the other Party’s Confidential Information, (c) acquired by it from a third-party which is not under an obligation of
confidence to the other Party or its Affiliates with respect to such information, or (d) which is or becomes publicly known and generally
available to the public through no breach of this Agreement. A Receiving Party may make a disclosure of Confidential Information (i) if required
either by Law or legal process (as a result of legal compulsion or in order to advance a defense to a claim), (ii) in response to a request by a
governmental or regulatory agency, including but not limited to, a national stock market or exchange, or the Securities and Exchange
Commission or other regulatory agency, or (iii) in connection with a proceeding before a court, adversary proceeding, administrative proceeding,
governmental or regulatory proceeding, including but not limited to, the rules and regulations of a national stock market or exchange, or the
Securities and Exchange Commission or other regulatory agency (e.g., in the event of an initial public offering involving Conduit) if, in each
case, the Receiving Party only discloses that portion of the Confidential Information reasonably required to be disclosed (on advice of Receiving
Party’s counsel); and unless prohibited by Law, the Receiving Party provides reasonable written notice to the Disclosing Party in advance of the
disclosure so that the Disclosing Party may (x) seek confidential treatment for the Confidential Information, a protective order or other
appropriate remedy, relief or reliable assurances that confidential treatment will be afforded the information so disclosed (in which event, the
Receiving Party will cooperate with the Disclosing Party to obtain such confidential treatment, orders or other remedy, relief or assurances); or
(y) consent in writing to having the Confidential Information so produced or so disclosed (which consent will extend solely to the disclosure and
production in question). Disclosure under this Section 6, including any authorized disclosure by the Disclosing Party, does not relieve the
Receiving Party of its obligations of confidentiality generally under this Agreement. In no event will the Receiving Party or its Individual
Recipients oppose an action by the Disclosing Party to obtain a protective order or other relief requiring that Confidential Information to be
disclosed shall be treated confidentially in connection with a third- party claim, action or proceeding. If the Receiving Party or its Individual
Recipients, as the case may be, has complied fully with the provisions of this Section 6.3, such disclosure may be made by the Receiving Party
or its Individual Recipients, as the case may be, without any liability to the Disclosing Party hereunder.
CONFIDENTIAL
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