JOINT VENTURE INFORMATION, MINING AND PROSPECTING INFORMATION. 12.1 Each of the Participants agrees that it shall at all times treat all Joint Venture Information and Mining and Prospecting Information as strictly confidential and that, except as may be expressly permitted by a written agreement between such Participant and the Joint Venture, or by the consent of the other Participant, it shall not, directly or indirectly, at any time or under any circumstances : 12.1.1 make use of (or make available to any of its Affiliates for their use) any such information, or 12.1.2 communicate or disclose any such information to any person for any purpose whatsoever, except, on notification to the other Participants to any person which has a bona fide need to know such information in connection with the Joint Venture. 12.2 For purposes of clause 12.1, Joint Venture Information and Mining and Prospecting Information shall exclude any knowledge or information which : CIS/AAP/669 Page 70 1256/AAP/KJW 26/04/2004 12.2.1 is or becomes generally available to the public other than as a result of disclosure by such Participant in violation of this clause 12; 12.2.2 is or was independently developed by such Participant or on its behalf by personnel having no access to such knowledge or information at the time of independent development; 12.2.3 is already in such Participant’s possession, provided that such knowledge or information was not supplied to such Participant by, or on behalf of, the Joint Venture, or any other Participant, and provided further, that such knowledge or information was not obtained from a source known to such Participant to be prohibited from disclosing such information to such Participant by a legal, contractual or fiduciary obligation to the Joint Venture, such Affiliate or such other Participants; 12.2.4 is required to be given, made or published by law or under the rules and regulations of any relevant stock exchange or any applicable regulatory authority, in which case, the Participant liable to so give, make or publish the same shall give the other Participant reasonable written notice thereof, along with drafts or copies thereof, as soon as is reasonably practicable; CIS/AAP/669 Page 71 1256/AAP/KJW 26/04/2004 12.2.5 is required to be disclosed by PPL or Plateau to an affiliate and/or to any provider of finance in order for such companies to take informed decisions regarding the Joint Venture; provided that PPL and Plateau shall procure that such companies agree to keep the information disclosed as strictly confidential. 12.3 In the event that a Participant becomes legally compelled to disclose any such information, such Participant will provide the Joint Venture and the other Participants with prompt notice so that it may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this clause 12. In the event that such protective order or other remedy is not obtained, or that the Joint Venture or other Participants waives compliance with the provisions of this clause 12, such Participant may disclose without liability under this clause 12 only that portion of such information which such Participant, after receiving legal advice is legally required to be disclosed and shall co-operate with the Joint Venture and the other Participants at the Joint Venture’s expense to obtain reliable assurance that confidential treatment will be afforded such information that is so disclosed. CIS/AAP/669 Page 72 1256/AAP/KJW 26/04/2004
Appears in 2 contracts
Samples: Notarial Joint Venture Agreement (Anooraq Resources Corp), Notarial Joint Venture Agreement (Anooraq Resources Corp)
JOINT VENTURE INFORMATION, MINING AND PROSPECTING INFORMATION. 12.1 14.1 Each of the Participants agrees that it shall at all times treat all Joint Venture Information and Mining and Prospecting Information as strictly confidential and that, except as may be expressly permitted by a written agreement between such Participant and the Joint Venture, or by the consent of the other Participant, it shall not, directly or indirectly, at any time or under any circumstances :
12.1.1 14.1.1 make use of (or make available to any of its Affiliates for their use) any such information, or
12.1.2 14.1.2 communicate or disclose any such information to any person for any purpose whatsoever, except, on notification to the other Participants to any person which has a bona fide need to know such information in connection with the Joint Venture.
12.2 14.2 For purposes of clause 12.114.1, Joint Venture Information and Mining and Prospecting Information shall exclude any knowledge or information which : CIS/AAP/669 Page 70 1256/AAP/KJW 26/04/2004:
12.2.1 14.2.1 is or becomes generally available to the public other than as a result of disclosure by such Participant in violation of this clause 1214;
12.2.2 14.2.2 is or was independently developed by such Participant or on its behalf by personnel having no access to such knowledge or information at the time of independent development;
12.2.3 14.2.3 is already in such Participant’s possession, provided that such knowledge or information was not supplied to such Participant by, or on behalf of, the Joint Venture, or any other Participant, and provided further, that such knowledge or information was not obtained from a source known to such Participant to be prohibited from disclosing such information to such Participant by a legal, contractual or fiduciary obligation to the Joint Venture, such Affiliate or such other Participants;
12.2.4 14.2.4 is required to be given, made or published by law or under the rules and regulations of any relevant stock exchange or any applicable regulatory authority, in which case, the Participant liable to so give, make or publish the same shall give the other Participant reasonable written notice thereof, along with drafts or copies thereof, as soon as is reasonably practicable; CIS/AAP/669 Page 71 1256/AAP/KJW 26/04/2004;
12.2.5 14.2.5 is required to be disclosed by PPL PTM or Plateau RM to an affiliate Affiliate and/or to any provider of finance in order for such companies to take informed decisions regarding the Joint Venture; provided that PPL PTM and Plateau RM shall procure that such companies agree to keep the information disclosed as strictly confidential.
12.3 14.3 In the event that a Participant becomes legally compelled to disclose any such information, such Participant will provide the Joint Venture and the other Participants Participant with prompt notice so that it may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this clause 1214. In the event that such protective order or other remedy is not obtained, or that the Joint Venture or other Participants waives compliance with the provisions of this clause 1214, such Participant may disclose without liability under this clause 12 14 only that portion of such information which such Participant, after receiving legal advice is legally required to be disclosed and shall co-operate with the Joint Venture and the other Participants Participant at the Joint Venture’s expense to obtain reliable assurance that confidential treatment will be afforded such information that is so disclosed. CIS/AAP/669 Page 72 1256/AAP/KJW 26/04/2004.
Appears in 1 contract
Samples: Notarial Joint Venture Agreement (Platinum Group Metals LTD)
JOINT VENTURE INFORMATION, MINING AND PROSPECTING INFORMATION. 12.1 14.1 Each of the Participants agrees that it shall at all times treat all Joint Venture Information and Mining and Prospecting Information as strictly confidential and that, except as may be expressly permitted by a written agreement between such Participant and the Joint Venture, or by the consent of the other Participant, it shall not, directly or indirectly, at any time or under any circumstances :
12.1.1 14.1.1 make use of (or make available to any of its Affiliates for their use) any such information, or
12.1.2 14.1.2 communicate or disclose any such information to any person for any purpose whatsoever, except, on notification to the other Participants to any person which has a bona fide need to know such information in connection with the Joint Venture.
12.2 14.2 For purposes of clause 12.114.1, Joint Venture Information and Mining and Prospecting Information shall exclude any knowledge or information which : CIS/AAP/669 Page 70 1256/AAP/KJW 26/04/2004:
12.2.1 14.2.1 is or becomes generally available to the public other than as a result of disclosure by such Participant in violation of this clause 1214;
12.2.2 14.2.2 is or was independently developed by such Participant or on its behalf by personnel having no access to such knowledge or information at the time of independent development;
12.2.3 14.2.3 is already in such Participant’s 's possession, provided that such knowledge or information was not supplied to such Participant by, or on behalf of, the Joint Venture, or any other Participant, and provided further, that such knowledge or information was not obtained from a source known to such Participant to be prohibited from disclosing such information to such Participant by a legal, contractual or fiduciary obligation to the Joint Venture, such Affiliate or such other Participants;
12.2.4 14.2.4 is required to be given, made or published by law or under the rules and regulations of any relevant stock exchange or any applicable regulatory authority, in which case, the Participant liable to so give, make or publish the same shall give the other Participant reasonable written notice thereof, along with drafts or copies thereof, as soon as is reasonably practicable; CIS/AAP/669 Page 71 1256/AAP/KJW 26/04/2004;
12.2.5 14.2.5 is required to be disclosed by PPL PTM or Plateau AW to an affiliate Affiliate and/or to any provider of finance in order for such companies to take informed decisions regarding the Joint Venture; provided that PPL PTM and Plateau AW shall procure that such companies agree to keep the information disclosed as strictly confidential.
12.3 14.3 In the event that a Participant becomes legally compelled to disclose any such information, such Participant will provide the Joint Venture and the other Participants Participant with prompt notice so that it may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this clause 1214. In the event that such protective order or other remedy is not obtained, or that the Joint Venture or other Participants waives compliance with the provisions of this clause 1214, such Participant may disclose without liability under this clause 12 14 only that portion of such information which such Participant, after receiving legal advice is legally required to be disclosed and shall co-operate with the Joint Venture and the other Participants Participant at the Joint Venture’s 's expense to obtain reliable assurance that confidential treatment will be afforded such information that is so disclosed. CIS/AAP/669 Page 72 1256/AAP/KJW 26/04/2004.
Appears in 1 contract
Samples: Joint Venture Agreement (Platinum Group Metals LTD)