Health Net 2009 Annual Report Download - page 491

Section 4.8. Guarantees.
(a) Parent hereby guarantees the full, complete and timely performance by Seller and HN Life of each and every obligation
of Seller and HN Life under this Agreement. If either Seller or HN Life defaults in the performance of any such obligations, then
Parent will perform or cause to be performed such obligation immediately upon notice from United specifying the default.
United may proceed to enforce its rights against Parent from time to time prior to, contemporaneously with, or after any
enforcement against Seller or HN Life or without any enforcement against Seller or HN Life. The guarantee set forth in this
Section shall be deemed a continuing guarantee and shall remain in full force and effect until the satisfaction in full or all
obligations of Seller and HN Life under this Agreement.
(b) UHG hereby guarantees the full, complete and timely performance by United of each and every obligation of United
under this Agreement. If United defaults in the performance of any such obligations, then UHG will perform or cause to be
performed such obligation immediately upon notice from Seller specifying the default. Seller may proceed to enforce its rights
against UHG from time to time prior to, contemporaneously with, or after any enforcement against United or without any
enforcement against United. The guarantee set forth in this Section shall be deemed a continuing guarantee and shall remain in
full force and effect until the satisfaction in full or all obligations of United under this Agreement.
ARTICLE V.
CONFIDENTIALITY AND PRIVACY
Section 5.1. Use of Confidential Information. The Parties acknowledge that each Party will have access to confidential and
proprietary information concerning the other Parties and their respective businesses, which information is not readily available to the
public, and acknowledge that the Parties have taken, and will continue to take, reasonable actions to ensure such information is not
made available to the public. The Parties further agree that neither they nor their Representatives will at any time (during the term
hereof or thereafter) disclose to any Person (except the Parties and their respective Affiliates, and the officers, directors, employees,
agents, consultants and advisors (each a “Representative”) of each Party and their respective Affiliates, in each case, who reasonably
require such information in order to perform their duties in connection with the services provided hereunder), directly or indirectly, or
make any use of, for any purpose other than those contemplated by the Stock Purchase Agreement, the Administrative Services
Agreements or this Agreement, any confidential information or trade secrets relating to the Business or the business affairs of the
Parties.
Section 5.2. Disclosure. Subject to the terms and conditions set forth herein, a Party may disclose confidential information in the
following circumstances (or as otherwise provided by this Agreement):
(a) if the confidential information is or becomes generally publicly known and available, through no act or omission by
such Party or on its behalf or by any of its Representatives;
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