eTrade 2007 Annual Report Download - page 175

(b) The Receiving Party covenants that it shall not use the Confidential Information, including Customer Information, of the
Disclosing Party for any purpose other than in performance of this Agreement or with respect to the Company’s operations and shall
not disclose the same to any other Person other than to such of its Affiliates, employees, agents, advisers, representatives, consultants
and counsel who have a need to know such Confidential Information as it relates to the purpose or subject matter of this Agreement.
Each Party shall bear responsibility for a breach of confidentiality obligations contained in this Article IV by its Affiliates, employees,
agents, representatives or consultants. The Receiving Party shall be entitled to retain copies of Confidential Information of the
Disclosing Party to the extent required to comply with applicable Legal Requirements or to the extent consistent with the Receiving
Party’s standard internal record retention policies. Upon termination of this Agreement, or earlier if so requested in writing by the
Disclosing Party, except as permitted in the previous sentence, and except with respect to email, the Receiving Party shall use
commercially reasonable efforts to return or destroy all Confidential Information of the Disclosing Party and any documents, paper,
tapes or other media or material which may contain (or such portions of the foregoing containing) Confidential Information in its
possession.
(c) Confidential Information shall not include any information or material, or any element thereof, to the extent that any
such information or material, or any element thereof:
(i) is in the public domain at the time of disclosure hereunder or subsequently comes within the public domain other
than in violation of this Agreement or any other confidentiality obligation that the Party is aware of;
(ii) has been or is hereafter rightfully obtained by the Receiving Party from a third Person without restriction on
disclosure and without a breach of duty of confidentiality to the Disclosing Party;
(iii) has been independently developed by the Receiving Party without using the Confidential Information of the
Disclosing Party; or
(iv) is required to be disclosed in connection with a Legal Proceeding or pursuant to applicable Legal Requirements,
provided that the Receiving Party shall provide prior notice to the Disclosing Party of such disclosure to the extent practicable.
Section 4.2 Communications with Regulators. Any Party may disclose the existence or terms of this Agreement and the
identity of the other Parties hereto to the Securities and Exchange Commission, any SRO of which it is a member, to which it has
applied for membership or to which it is otherwise subject to jurisdiction, provided that such Party shall have used its commercially
reasonable efforts to seek, to the greatest extent possible, any confidential treatment that may be available.
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