Page 380 - Law and the Media

Appendix C Specimen Agreements
3.2 The Recipient shall not disclose Confidential Information to any third party other
than the Recipient’s Representatives who strictly need to know such Confidential
Information for the purpose of evaluating the Transaction.
3.3 The Recipient shall not disclose, and shall direct its Representatives not to disclose,
to any person the fact that discussions or negotiations are taking place concerning a
possible Transaction, or any of the terms, conditions or other facts with respect to any
such Transaction. The term ‘person’ shall be interpreted to include without limitation
any individual, government body, partnership, corporation or other entity.
3.4 The Recipient shall immediately notify the Discloser of any event that could compel
the Recipient to disclose Confidential Information to third parties. The Recipient
shall not disclose such Confidential Information without providing the Discloser with
advance notice and shall disclose only that portion of Confidential Information that
is legally required to be disclosed. The Recipient shall make reasonable efforts to
obtain a protective order or other reliable assurance that any Confidential Information
required to be disclosed is treated confidentially.
3.5 If the Recipient has reason to believe or has knowledge that Confidential Information
has been accessed by or disclosed to unauthorized individuals or third parties, such
belief or knowledge shall be immediately communicated in writing to the
Disclosure.
3.6 The Recipient shall not store or reproduce Confidential Information in any form,
unless strictly necessary for the purpose of evaluating the Transaction. This
prohibition includes, but is not limited to, a ban on the copying of documents
containing Confidential Information, unless strictly necessary for the purpose of
evaluating the Transaction.

4. OWNERSHIP AND USE OF CONFIDENTIAL INFORMATION
4.1 The Confidential Information shall remain the property of the Discloser. Specifically,
nothing in this Agreement shall be construed as granting or conferring (either directly
or indirectly) to the Recipient or the Recipient’s Representatives any right, title or
licence of use in respect of any Confidential Information.
4.2 Any documents, disks, audio tapes, compact discs, video tapes or other storage
devices containing Confidential Information, shall be promptly deleted (in the case of
electronic delivery of Confidential Information), destroyed (in the case of physical
delivery of Confidential Information) or returned by the Recipient upon the
Discloser’s request and/or upon the termination or completion of negotiations related
to the transaction. Notwithstanding the return or destruction of any Confidential
Information and materials based on the Confidential Information, the Recipient will
continue to be bound by its obligations of confidentiality and other obligations
hereunder.

5. TERM OF AGREEMENT
The Recipient’s obligations to protect Confidential Information shall subsist from the date
of this agreement and shall survive for two (2) years from the date of receipt of such
Confidential Information.
343