Common use of Confidentiality and Public Statements Clause in Contracts

Confidentiality and Public Statements. (a) Except as otherwise provided in this Section 19, the terms and conditions of this Agreement, and all data, reports, records, property, cargo and other information of any kind whatsoever contributed, developed or acquired by any Party in connection with the Project or the Joint Venture shall be used solely for purposes of this Joint Venture and shall be treated by the Joint Venture Partners as confidential (hereinafter referred to as “Confidential Information”) and no Party shall reveal or otherwise disclose such Confidential Information to third parties without prior written consent of the other Parties. Confidential Information shall include, but not be limited to, archival research data, navigation/location data, survey/sonar data, lists of potential shipwrecks and cargo, compilations of shipwreck databases, potential, terminated and on-going salvage operations, survey and/or recovery contracts, search methodologies, images (including but not limited to still photography, motion pictures, drawing, paintings, recreations and/or models, in all format and media) of shipwrecks and/or cargo, insurance claim information, witness statements relating to shipwrecks or cargo, and any other information that a party would reasonably conclude is confidential or proprietary. (b) The foregoing restrictions shall not apply to the disclosure of Confidential Information by a Party to any of its affiliates, and to employees and consultants of such Party; provided, however, that in any such case, only such Confidential Information as such third party shall have a legitimate business need to know shall be disclosed and the person or company to whom disclosure is made shall first undertake in writing to protect the confidential nature of such Confidential Information at least to the same extent as the Joint Venture Partners are obligated under this Section 19. (c) The foregoing restrictions shall not apply to information that (i) at the time of its disclosure is, or thereafter becomes, generally available to the public other than as a result of a disclosure by a Party or any of its affiliates in violation of this Agreement, (ii) was known by or available to the Party receiving such information or its affiliates on a non-confidential basis prior to its disclosure to such Party pursuant to this Agreement (provided that the source of such information was not known by such Party or its affiliates to be then bound by a confidentiality agreement or other obligation of confidentiality to the other Party or any of its affiliates with respect to such information), or (iii) becomes available to such Party or its affiliates on a non-confidential basis (provided that the source of such information was not known by such Party or its affiliates to be then bound by a confidentiality agreement or other obligation of confidentiality with respect to such information). Notwithstanding anything contained herein to the contrary, in the event that (1) any information or materials is excluded from the term Confidential Information hereunder because such information or materials was known by or available to a Party or any of its affiliates on a non-confidential basis through a source which was not known by a Party or any of its affiliates to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the other Party or any of its affiliates with respect to such information or materials, and (2) a Party or any of its affiliates thereafter becomes aware that such source was, in fact, bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the other Party or any of its affiliates with respect to such information or materials, then, upon such awareness, such information or materials shall thereafter be deemed to be Confidential Information hereunder; provided, however, that a Party or any of its affiliates shall not have any liability hereunder for any disclosure of such Confidential Information which it may have made prior to such awareness. (d) Nothing contained in this Agreement shall be deemed to prohibit a Party from disclosing any of the Confidential Information to the extent required by law, regulation, legal process or other legal compulsion. In the event that a Party or anyone to whom it transmits any Confidential Information in accordance with this Agreement are requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding or investigation to disclose any Confidential Information, that Party will use commercially reasonable efforts to give the other Party prompt written notice of such request or requirement so that the other Party may seek an appropriate protective order or other remedy and/or waive compliance with the provisions of this Agreement, and that Party will cooperate (reasonably) with the other Party (at the latter’s expense) to obtain such protective order. In the event that such protective order or other remedy is not obtained and the other Party does not waive compliance with the relevant provisions of this Agreement, the Party so requested or required to disclose Confidential Information (or such other persons to whom such request is directed) will furnish only that portion of the Confidential Information which, in the opinion of its counsel, is legally required to be disclosed and, upon the other Party’s request, and at its expense, use commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such information. (e) The Joint Venture Partners each acknowledge that any use of Confidential Information which is not in accordance with the terms of this Agreement would cause irreparable harm for which there would be no adequate remedy at law. Accordingly, in the event of any such violation (and notwithstanding the Joint Venture Partners’ agreement to mediate and arbitrate all disputes), the Party whose rights have been violated by such breach shall be entitled to immediate injunctive relief (temporary, preliminary or permanent, as the case may be) against the breaching Party, its officers and employees, in addition to such other rights and remedies to which the non-breaching Party may be entitled by law. In the event any such injunction is entered, the breaching Party shall pay all expenses incurred by the non-breaching Party in obtaining such injunction including, without limitation, its attorneys’ fees. (f) No Party shall make any public announcement or public disclosure with regard to the Project or Joint Venture, including confidential and non-confidential information, without the prior written consent of the other Parties as to the content and timing of such announcement or disclosure unless such Party is required by law to make such public announcement or disclosure.

Confidentiality and Public Statements. (a) Except as otherwise provided in this Section 1917.10, the terms and conditions of this Agreement, Agreement and all data, reports, records, property, cargo records and other information of any kind whatsoever contributed, developed or acquired by any Party Member in connection with the Project or the Joint Venture shall be used solely for purposes of this Joint Venture and Agreement shall be treated by the Joint Venture Partners Members as confidential (hereinafter referred to as “Confidential Information”"confidential information") and no Party neither Member shall reveal or otherwise disclose such Confidential Information confidential information to third parties without the prior written consent of the other PartiesMember. Confidential Information shall include, but not be limited to, archival research data, navigation/location data, survey/sonar data, lists of potential shipwrecks and cargo, compilations of shipwreck databases, potential, terminated and on-going salvage operations, survey and/or recovery contracts, search methodologies, images (including but not limited to still photography, motion pictures, drawing, paintings, recreations and/or models, in all format and media) of shipwrecks and/or cargo, insurance claim information, witness statements relating to shipwrecks or cargo, and any other information that a party would reasonably conclude is confidential or proprietary. (b) The foregoing restrictions shall not apply to the disclosure of Confidential Information by a Party to any of its affiliates, and to employees confidential information to: 17.10.1 Any Affiliate; 17.10.2 Any Authorized Person; 17.10.3 Any public or private financing agency or institution; 17.10.4 Any contractors or subcontractors that the Members may engage; 17.10.5 Employees and consultants of such Partythe Members; 17.10.6 Any third party to which a Member contemplates the transfer, sale, assignment, encumbrance or other disposition of all or part of its Participating Interest pursuant to Article 16; provided, however, that in any such case, case only such Confidential Information confidential information as such third party shall have a legitimate business need to know shall be disclosed disclosed, and the person or company to whom disclosure is made third party shall first undertake have agreed in writing supplied to, and enforceable by, the other Member to protect the confidential nature information from further disclosure, to use such confidential information solely for such purpose and to otherwise be bound by the provisions of such Confidential Information at least to the same extent as the Joint Venture Partners are obligated under this Section 19. (c) The foregoing restrictions 17.10. Such writing shall not apply to preclude parties from discussing and completing a Transfer with the other Member. The Member disclosing confidential information that (i) at shall be responsible and liable for any use or disclosure of the time of its disclosure is, or thereafter becomes, generally available to the public other than as a result of a disclosure confidential information by a Party or any of its affiliates such Members in violation of this Agreement, (ii) was known by or available to Agreement and such other writing; 17.10.7 Confidential information that otherwise comes into the Party receiving such public domain through no fault of the Members; or 17.10.8 Confidential information or its affiliates on a non-confidential basis prior to its disclosure to such Party pursuant to this Agreement (provided that the source of such information was not known by such Party or its affiliates to be then bound by a confidentiality agreement or other obligation of confidentiality to the other Party or any of its affiliates with respect to such information), or (iii) becomes available to such Party or its affiliates on a non-confidential basis (provided that the source of such information was not known by such Party or its affiliates to be then bound by a confidentiality agreement or other obligation of confidentiality with respect to such information). Notwithstanding anything contained herein to the contraryis required, in the event that (1) any information or materials is excluded from the term Confidential Information hereunder because such information or materials was known by or available to a Party or any opinion of its affiliates on a non-confidential basis through a source which was not known by a Party or any of its affiliates either Member's counsel, to be bound by a confidentiality agreement withdisclosed to any federal, state or other contractual, legal local government or fiduciary obligation of confidentiality to, the other Party appropriate agencies and departments thereof or any of its affiliates with respect to such information or materials, and (2) a Party or any of its affiliates thereafter becomes aware that such source wasis required, in factthe opinion of either Member's counsel, bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the other Party or any of its affiliates with respect to such information or materials, then, upon such awareness, such information or materials shall thereafter be deemed to be Confidential Information hereunder; providedpublicly announced, however, that a Party or any of its affiliates shall not have any liability hereunder for any disclosure of such Confidential Information which it may have made prior to such awareness. (d) Nothing contained in this Agreement shall be deemed to prohibit a Party from disclosing any of the Confidential Information to the extent required by law, regulation, legal process or other legal compulsion. In the event that a Party or anyone to whom it transmits any Confidential Information in accordance with this Agreement are requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any proceeding or investigation to disclose any Confidential Information, that Party will use commercially reasonable efforts to give the other Party prompt written notice of such request or requirement so that the other Party may seek an appropriate protective order or other remedy and/or waive compliance with the The provisions of this Agreement, and that Party will cooperate (reasonably) with Section 17.10 shall apply during the other Party (at the latter’s expense) to obtain such protective order. In the event that such protective order or other remedy is not obtained and the other Party does not waive compliance with the relevant provisions term of this AgreementAgreement and shall continue to apply to any Member that forfeits, surrenders, assigns, transfers or otherwise disposes of its Participating Interest for the Party so requested two-year period following the date of such occurrence. Except as otherwise provided in this Agreement or except as required to disclose Confidential Information (or such other persons to whom such request is directed) will furnish only that portion of the Confidential Information which, by law in the opinion of its either Member's counsel, is legally required to be disclosed and, upon the other Party’s request, and at its expense, use commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such information. (e) The Joint Venture Partners each acknowledge that any use of Confidential Information which is not in accordance with the terms of this Agreement would cause irreparable harm for which there would be no adequate remedy at law. Accordingly, in the event of any such violation (and notwithstanding the Joint Venture Partners’ agreement to mediate and arbitrate all disputes), the Party whose rights have been violated by such breach shall be entitled to immediate injunctive relief (temporary, preliminary or permanent, as the case may be) against the breaching Party, its officers and employees, in addition to such other rights and remedies to which the non-breaching Party may be entitled by law. In the event any such injunction is entered, the breaching Party shall pay all expenses incurred by the non-breaching Party in obtaining such injunction including, without limitation, its attorneys’ fees. (f) No Party neither Member shall make any public announcement or public disclosure with regard to the Project or Joint VentureCompany, including confidential and non-confidential nonconfidential information, without the prior written consent of the other Parties Member as to the content and timing of such announcement or disclosure, which consent shall not be unreasonably withheld. In the event a public announcement or disclosure unless such Party is required by law to make law, the Member making such public announcement or disclosuredisclosure shall consult with the other Member as to the contents of such announcement or disclosure prior to making it.