Kodak 2012 Annual Report Download - page 179

or becomes a matter of public knowledge through no fault of Kodak, (w) was already in Kodak’s possession at the time of the disclosure of the
information to it, and was not acquired, directly or indirectly, under any obligation of confidentiality to Designee (as applicable) or its Affiliates
or to any other Person, (x) is rightfully received by Kodak from a Person having no duty of confidentiality to Designee; provided that Kodak did
not know and should not have known after a reasonable inquiry that the source of such information was bound by a confidentiality agreement
with respect to such material that prohibited it from furnishing or making available the information to Kodak on a non-confidential basis, (y) is
independently developed by Kodak without the use of Designee Confidential Information, or (z) with respect to Designee Confidential
Information and the Assigned Patents, is disclosed to any Tax authority as required by Law. If Kodak is requested in any judicial or
administrative proceeding or by any governmental or regulatory authority to disclose any Designee Confidential Information, Kodak will (i) give
Designee prompt notice of such request so that Designee may seek an appropriate protective order and (ii) consult with Designee as to the
advisability of taking legally available steps to resist or narrow such a request. Kodak will cooperate fully with Designee in obtaining such an
order. If in the absence of a protective order Kodak is nonetheless compelled to disclose Designee Confidential Information, Designee agrees
that Kodak may make such disclosure without liability hereunder, provided that Kodak gives Designee written notice of the information to be
disclosed as far in advance of its disclosure as is practicable and, upon Designee’s request, Kodak uses its reasonable best efforts to obtain
assurances that confidential treatment will be accorded to such information.
(d) Notwithstanding this Section 5.9 (but subject to the obligations set forth in the final three sentences of Section 5.9(a) , Section 5.9
(b) ) and Section 5.9(c) ), nothing contained in this Agreement, the Transaction Documents or the FlashPoint Agreements shall be deemed to
prohibit Buyer, Buyer’s Designee (as applicable), Kodak or their respective Affiliates, from disclosing any information as may be required,
based on the advice of legal counsel, under the Bankruptcy Code or the Bankruptcy Rules or any legal process before, or any order of, any
Governmental Entity.
Section 5.10 Public Disclosure . Subject to the parties’ disclosure obligations imposed by Law, the parties shall (a) cooperate with
each other in the development and distribution of all news releases, other public information disclosures and public announcements with respect
to this Agreement, or any of the transactions contemplated by this Agreement, the other Transaction Documents and the FlashPoint Settlement
Agreement and (b) not issue any such announcement or statement prior to consultation with, and the approval of, the other party (including
Buyer’s Designee, as applicable) (such approval not to be unreasonably withheld, conditioned or delayed); provided that approval shall not be
required where a party determines, based on advice of counsel and after consultation with the other party (including Buyer’s Designee, as
applicable), that such disclosure is required by Law or the rules of any stock exchange on which the securities of such party or any of its
Affiliates are listed.
Section 5.11 Non-Solicitation . From the date of this Agreement until the date the Bankruptcy Court enters the Final Sale Order,
Buyer shall not, and shall cause its Affiliates not to, without the prior consent of Kodak, either directly or indirectly solicit or entice away or
cause to be solicited or enticed away any employee of Kodak involved in the licensing operation or function of Kodak; provided
, that nothing in
this Section 5.11 shall restrict or preclude the
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