Clauses 11. 8.1 to 11.8.4 of the Commercialisation and Supply Agreement are deleted and replaced by the following:
11.8.4 [INTENTIONALLY LEFT BLANK]. *** ”
Clauses 11. 1 to 11.6 apply equally to the guarantor. In relation to any amount owed to us by the guarantor, each reference to 'you' in these clauses is taken to be a reference to the guarantor.
Clauses 11. 2 and 11.3 set out POLi Payments and its licensors’ entire obligations, and the Merchant’s sole remedies in respect of any claim that an authorised use by the Merchant of the Software or the POLi™ Service provided by or on behalf of POLi Payments infringes the Intellectual Property rights of any party.
Clauses 11. 2and 11.4 state the Customer's sole and exclusive rights and remedies, and CUBE’s (including CUBE’s Affiliates’, employees', agents' and subcontractors’) entire obligations and liability, for infringement of any Intellectual Property Rights.
Clauses 11. 6.1 shall override any appropriation made by the Borrower.
Clauses 11. 2 - 11.5 inclusive above shall not prevent disclosure of confidential information:
11.6.1 to the extent required by law or regulation but in those circumstances the relevant party shall give the other party prompt written notice where practicable and lawful to do so before the disclosure occurs so that the other party can pursue any opportunity to resist disclosure though appropriate legal means;
11.6.2 to the extent required by any securities exchange or regulatory or governmental body to which either party is subject;
11.6.3 to the extent that the information is in or comes into the public domain other than as a result of a breach of any undertaking or duty of confidentiality by any person; or
11.6.4 to professional advisers, to the extent required for the purpose of the businesses of the Company and the Subsidiaries and subject to equivalent undertakings of confidentiality.
Clauses 11. 1 and 11.2 do not apply to disclosure of Confidential Information or Seller Confidential Information, as appropriate:
11.3.1 in the case of Confidential Information, to a director, officer or employee of the Buyer or of the Company/a Group Company;
11.3.2 required to be disclosed by law, by a rule of a stock exchange or by a governmental authority or other authority with relevant powers to which the Seller or Buyer is subject or submits, whether or not the requirement has the force of law provided that the disclosure shall so far as is practicable be made after consultation with the other party and after taking into account the other party's reasonable requirements as to its timing, content and manner of making or despatch;
11.3.3 to an adviser for the purpose of advising the Seller or the Buyer in connection with the transactions contemplated by this Agreement provided that such disclosure is essential for these purposes and is on the basis that clause 10.1 applies to the disclosure by the adviser; or
11.3.4 in the case of Confidential Information acquired by the Buyer as a consequence of the acquisition of the shares pursuant to this Agreement.
Clauses 11. 2.1 and 11.2.2 shall not prohibit disclosure or use of any information if and to the extent that:
(i) the disclosure or use is necessary in order to allow any Party or any of its Affiliated Companies to comply with any legal requirements to make any announcement or to provide information to any public authority or stock exchange;
(ii) the disclosure or use is required for the purposes of any judicial or arbitration proceedings arising out of or in connection with this Agreement;
(iii) the disclosure is made to professional advisers of any Party or its Affiliated Companies, who are subject to adequate professional confidentiality rules;
(iv) the information is or becomes publicly available (other than as a result of any breach of this Agreement);
(v) the information becomes available to the Party bound by this Clause 11.2 from a source which is not bound by any obligation of confidentiality in relation to such information (as can be demonstrated by such Party’s written records and other reasonable evidence); or
(vi) the other Party has given prior written approval to the disclosure or use.
Clauses 11. 2.1 and 11.
Clauses 11. 3 to 11.6 shall apply if the Company terminates this Agreement pursuant to Clauses 12.1 or 12.2.
