Fill and Sign the Ex 101 2 Gdt8k Ex1001htm Agreement Exhibit Form

-1- 6.12[2] Clauses Relating to Confidentiality Example 1 (General Partnership or Limited Liability Company Venture):Section 1.01. Confidentiality. Each Venturer shall, at all times during the term of this Agreement and thereafter, except as otherwise expressly provided in this Agreement, use its best efforts and take all appropriate steps to safeguard the secrecy and confidentiality of the Venture's marketing plans, customer information, specialized information, data bases, financial information and other confidential information regarding the Venture and its activities (the "Information"). Each Venturer agrees as follows: (a) Only those employees of the Venture who need to know the Information in order to carry out the purposes of the Venture shall have access to the Information, and such access shall be limited only to so much of the Information as is necessary for the particular employee to perform his function. (b) No Venturer shall disclose, or allow any of its employees or Affiliates to disclose, any of the Information to any third party (whether or not an Affiliate of a Venturer) without the approval of the Managing Venturer, it being understood that such approval shall not be given unless and until the third party shall have agreed to execute an agreement of confidentiality, in form reasonably satisfactory to the Managing Venturer, obligating the third party not to reveal the Information except on the terms provided therein. (c) A Venturer shall not and, shall not allow its Affiliates to, make use of any of the Information, including Disclosed Data (as hereinafter defined), except in furtherance of the business of the Venture, or except pursuant to a written agreement between the Venture and such Venturer or its Affiliate which has received the Managing Venturer's approval. This Section shall not apply to any Information which: (1) is or becomes generally available to the public under circumstances which do not involve a breach of the terms of Sections 1.01, 1.02 or 1.03; or (2) is generally disclosed to third parties by the Venture without restrictions on such third parties ("Disclosed Data"). Section 1.02. Equitable Relief; Enforceability. The parties are aware that the Venture and each Venturer will be severely damaged by any breach or violation of the provisions of Section 1.01 hereof, and that such damages cannot be adequately compensated by money damages. Accordingly, each Venturer and the Venture shall independently be entitled to equitable relief, including temporary and permanent injunctions, against any actual or threatened breach of Section 1.01 by any Venturer, its assignees or Affiliates, without the need to post any bond or other security and without having to demonstrate special or unique damages, in addition to all other rights and remedies. Section 1.03. Dissolution of Venture and Confidentiality. The Venturers agree that if the Venture is dissolved or terminated, the Venturers shall continue to be fully bound by the provisions of Sections 1.01, 1.02, or 1.03, provided, however, that if upon such dissolution or termination any Venturer receives in kind the Venture's right, title and interest in and to any assets and the Information associated therewith, such Venturer (but only such Venturer) and its successors and -2- assignees shall not be so bound. Further, if the Venture is dissolved or terminated by reason of a breach by a Venturer of this Agreement, or the withdrawal of a Venturer, or after a purchase of the assets of the Venture, then the rights of enforcement provided in Section 1.03 shall be transferred to and may be enforced by any Person who continues the business of the Venture. In the event any such Person intends to continue only a portion of the business of the Venture, or purchases only a portion of the assets of the Venture, the rights provided in Sections 1.01, 1.02, or 1.03 necessary or appropriate to protect such portion of the business or assets of the Venture may be transferred to and exercised by such Person and any transferee thereof.