Common use of Property Rights; Confidentiality Clause in Contracts

Property Rights; Confidentiality. All books, records and -------------------------------- accounts maintained exclusively for the Partnership (including, without limitation, marketing reports and all other data whether stored on paper or in electronic or other form), and any contracts or agreements (including, without limitation, agreements for the purchase, lease or license of programming) entered into by or exclu sively on behalf of the Partnership, shall at all times be the exclusive property of the Partnership. All property (real, personal or mixed) purchased with Partnership funds, and all moneys held or collected for or on behalf of the Partnership shall at all times be the exclusive property of the Partnership. No Partner shall, during the period such Partner is a Partner and for a period ending on the later of two (2) years after such Partner has ceased to be a Partner, disclose any confidential or proprietary information with respect to the Partnership or any Partner, except (i) with the prior written consent of the other Partners; (ii) to the extent necessary to comply with law or the valid order of a court of competent jurisdiction, in which event the party making such disclosure shall so give notice to the other Partners as promptly as practicable (and, if possible, prior to making such disclosure) and shall seek confidential treatment of such information; (iii) as part of its normal reporting or review procedure to its parent companies, its auditors and its attorneys and the securities exchange on which any such parent's securities are traded from time to time; provided, that such Partner shall be liable for any -------- breach by such parent companies, auditors or attorneys of any provision of this Section; (iv) in connection with the enforcement of such Partner's rights hereunder; (v) disclo sures to an Affiliate of, or professional advisor to, such Partner in connection with the performance by such Partner of its obligations hereunder; provided, that such Partner shall be liable for any -------- breach by such Affiliate or profes sional advisor of any provision of this Section; (vi) to a prospective purchaser of all or a portion of such Partner's Interest in connection with a sale in accordance with the terms of this Agreement; provided, that such Partner shall be liable for any breach by such -------- prospective purchaser of any provision of this Section; and (vii) after the expiration of Section 8.2 of the Formation Agreement as to such Partner, in connection with decisions to bid, or the formulation of a bid, for television programming rights, such Partner may disclose confidential or proprietary information with respect to the Partnership to any co- investors it may have in connection with such bid or, if the bid is to be made through a corporate entity, to the board of directors or executive officers of such entity; provided, that such party shall be liable for any breach by such -------- partner, director or executive officer of any provision of this Section, it being understood that use of such information in connection with such bid shall not constitute a breach hereunder. Except as provided in the preceding sentence, no Partner, nor any of its Affiliates, shall, during the periods referred to in such sentence, use any confidential or proprietary information with respect to the Partnership other than for the benefit of the Partnership.

Property Rights; Confidentiality. All books, records and -------------------------------- accounts maintained exclusively for the Partnership Company (including, without limitation, marketing reports and all other data whether stored on paper or in electronic or other form), and any contracts or agreements (including, without limitation, agreements for the purchase, lease or license of programming) entered into by or exclu sively exclusively on behalf of the PartnershipCompany, shall at all times be the exclusive property of the PartnershipCompany. All property (real, real or personal or mixed) purchased with Partnership Company funds, and all moneys held or collected for or on behalf of the Partnership Company shall at all times be the exclusive property of the PartnershipCompany. No Partner Except as expressly agreed to by the Members, no Member shall, during the period such Partner Member is a Partner Member and for a period ending on the later of two (2) years after such Partner Member has ceased to be a PartnerMember, disclose any confidential or proprietary information with respect to the Partnership or Company to any PartnerPerson, except (ia) with the prior written consent of the other PartnersMember; (iib) to the extent necessary to comply with law or the valid order of a court of competent jurisdiction, in which event the party making such disclosure shall so give notice to notify the other Partners Member as promptly as practicable (and, if possible, prior to making such disclosure) and shall seek confidential treatment of such information; (iiic) as part of its normal reporting or review procedure to its parent companiescompany, its auditors and its attorneys and the securities exchange on which any such parent's securities are traded from time to timeattorneys; provided, however, that such Partner Member shall be liable for any -------- breach by such parent companiescompany, auditors or attorneys of any provision of this SectionSection 11.10; (ivd) in connection with the enforcement of such PartnerMember's rights hereunder; (ve) disclo sures disclosures to an Affiliate of, or professional advisor to, such Partner Member in connection with the performance by such Partner Member of its obligations hereunder; provided, however, that such Partner Member shall be liable for any -------- breach by such Affiliate or profes sional professional advisor of any provision of this Section; and (vif) to a prospective purchaser of all or a portion of such PartnerMember's Interest in connection with a sale in accordance with the terms of this Agreement; provided, however, that such Partner Member shall be liable for any breach by such -------- prospective purchaser of any provision of this Section; and (viig) after the expiration of Section 8.2 of the Formation Agreement as to such Partner, in connection with decisions to bid, or the formulation of a bid, for television programming rights, such Partner may disclose confidential or proprietary information with respect to the Partnership to any co- investors it may have in connection with such bid orHealtheon Partner, if upon a Dissolution or Liquidation of the bid is to be made through a corporate entityPartnership, to the board extent necessary for the continued ongoing operation of directors or executive officers the business of such entity; provided, that such party shall be liable for any breach by such -------- partner, director or executive officer of any provision of this Section, it being understood that use of such information in connection with such bid shall not constitute a breach hereunderthe Healtheon Partner and its Affiliates. Except as provided in the preceding sentence, no PartnerMember, nor any of its Affiliates, shall, during the periods referred to in such sentence, use any confidential or proprietary information with respect to the Partnership Company other than for the benefit of the PartnershipCompany. This Section 11.10 hereof shall survive the termination of this Agreement, the Dissolution of the Company, the withdrawal of any Member and the transfer of the Interest of any Member.

Property Rights; Confidentiality. All books, records and -------------------------------- accounts maintained exclusively for the Partnership Company (including, without limitation, marketing reports and all other data whether stored on paper or in electronic or other form), and any contracts or agreements (including, without limitation, agreements for the purchase, lease or license of programming) entered into by or exclu sively exclusively on behalf of the PartnershipCompany, shall at all times be the exclusive property of the PartnershipCompany. All property (real, real or personal or mixed) purchased with Partnership Company funds, and all moneys held or collected for or on behalf of the Partnership Company shall at all times be the exclusive property of the PartnershipCompany. No Partner Except as expressly agreed to by the Members, no Member shall, during the period such Partner Member is a Partner Member and for a period ending on the later of two (2) years after such Partner Member has ceased to be a PartnerMember, disclose any confidential or proprietary information with respect to the Partnership or Company to any PartnerPerson, except (ia) with the prior written consent of the other PartnersMember; (iib) to the extent necessary to comply with law or the valid order of a court of competent jurisdiction, in which event the party making such disclosure shall so give notice to notify the other Partners Member as promptly as practicable (and, if possible, prior to making such disclosure) and shall seek confidential treatment of such information; (iiic) as part of its normal reporting or review procedure to its parent companiescompany, its auditors and its attorneys and the securities exchange on which any such parent's securities are traded from time to timeattorneys; provided, however. that such Partner Member shall be liable for any -------- breach by such parent companiescompany, auditors or attorneys of any provision of this SectionSection 11.10; (ivd) in connection with the enforcement of such PartnerMember's rights hereunder; (ve) disclo sures disclosures to an Affiliate of, or professional advisor to, such Partner Member in connection with the performance by such Partner Member of its obligations hereunder; provided, however, that such Partner Member shall be liable for any -------- breach by such Affiliate or profes sional professional advisor of any provision of this Section; and (vif) to a prospective purchaser of all or a portion of such PartnerMember's Interest in connection with a sale in accordance with the terms of this Agreement; provided, however, that such Partner Member shall be liable for any breach by such -------- prospective purchaser of any provision of this Section; and (vii) after the expiration of Section 8.2 of the Formation Agreement as to such Partner, in connection with decisions to bid, or the formulation of a bid, for television programming rights, such Partner may disclose confidential or proprietary information with respect to the Partnership to any co- investors it may have in connection with such bid or, if the bid is to be made through a corporate entity, to the board of directors or executive officers of such entity; provided, that such party shall be liable for any breach by such -------- partner, director or executive officer of any provision of this Section, it being understood that use of such information in connection with such bid shall not constitute a breach hereunder. Except as provided in the preceding sentence, no PartnerMember, nor any of its Affiliates, shall, during the periods referred to in such sentence, use any confidential or proprietary information with respect to the Partnership Company other than for the benefit of the PartnershipCompany. This Section 11.10 hereof shall survive the termination of this Agreement, the Dissolution of the Company, the withdrawal of any Member and the Transfer of the Interest of any Member.

Property Rights; Confidentiality. All books, records and -------------------------------- accounts maintained exclusively for the Partnership (including, without limitation, marketing reports and all other data whether stored on paper or in electronic or other form), and any contracts or agreements (including, without limitation, agreements for the purchase, lease or license of programming) entered into by or exclu sively exclusively on behalf of the Partnership, shall at all times be the exclusive property of the Partnership. All property (real, personal or mixed) purchased with Partnership funds, and all moneys held or collected for or on behalf of the Partnership shall at all times be the exclusive property of the Partnership. No Partner shall, during the period such Partner is a Partner and for a period ending on the later of two (2) years after such Partner has ceased to be a Partner, disclose any confidential or proprietary information with respect to the Partnership or any Partner, except (i) with the prior written consent of the other Partners; (ii) to the extent necessary to comply with law or the valid order of a court of competent jurisdiction, in which event the party making such disclosure shall so give notice to the other Partners as promptly as practicable (and, if possible, prior to making such disclosure) and shall seek confidential treatment of such information; (iii) as part of its normal reporting or review procedure to its parent companies, its auditors and its attorneys and the securities exchange on which any such parent's securities are traded from time to time; provided, that such Partner shall be liable for -------- any -------- breach by such parent companies, auditors or attorneys of any provision of this Section; (iv) in connection with the enforcement of such Partner's rights hereunder; (v) disclo sures disclosures to an Affiliate of, or professional advisor to, such Partner in connection with the performance by such Partner of its obligations hereunder; provided, that such Partner shall be liable for any -------- breach by such -------- Affiliate or profes sional professional advisor of any provision of this Section; and (vi) to a prospective purchaser of all or a portion of such Partner's Interest in connection with a sale in accordance with the terms of this Agreement; provided, -------- that such Partner shall be liable for any breach by such -------- prospective purchaser of any provision of this Section; and (vii) after the expiration of Section 8.2 of the Formation Agreement as to such Partner, in connection with decisions to bid, or the formulation of a bid, for television programming rights, such Partner may disclose confidential or proprietary information with respect to the Partnership to any co- investors it may have in connection with such bid or, if the bid is to be made through a corporate entity, to the board of directors or executive officers of such entity; provided, that such party shall be liable for any breach by such -------- partner, director or executive officer of any provision of this Section, it being understood that use of such information in connection with such bid shall not constitute a breach hereunder. Except as provided in the preceding sentence, no Partner, nor any of its Affiliates, shall, during the periods referred to in such sentence, use any confidential or proprietary information with respect to the Partnership other than for the benefit of the Partnership.

Property Rights; Confidentiality. All books, records and -------------------------------- accounts maintained exclusively for the Partnership Company (including, without limitation, marketing reports and all other data whether stored on paper or in electronic or other form), and any contracts or agreements (including, without limitation, agreements for the purchase, lease or license of programming) entered into by or exclu sively exclusively on behalf of the PartnershipCompany, shall at all times be the exclusive property of the PartnershipCompany. All property (real, real or personal or mixed) purchased with Partnership Company funds, and all moneys held or collected for or on behalf of the Partnership Company shall at all times be the exclusive property of the PartnershipCompany. No Partner Except as expressly agreed to by the Members, no Member shall, during the period such Partner Member is a Partner Member and for a period ending on the later of two (2) years after such Partner Member has ceased to be a PartnerMember, disclose any confidential or proprietary information with respect to the Partnership or Company to any PartnerPerson, except (ia) with the prior written consent of the other PartnersMember; (iib) to the extent necessary to comply with law or the valid order of a court of competent jurisdiction, in which event the party making such disclosure shall so give notice to notify the other Partners Member as promptly as practicable (and, if possible, prior to making such disclosure) and shall seek confidential treatment of such information; (iiic) as part of its normal reporting or review procedure to its parent companiescompany, its auditors and its attorneys and the securities exchange on which any such parent's securities are traded from time to timeattorneys; provided, however, that such Partner Member shall be liable for any -------- breach by such parent companiescompany, auditors or attorneys of any provision of this SectionSection 11.10; (ivd) in connection with the enforcement of such PartnerMember's rights hereunder; (ve) disclo sures disclosures to an Affiliate of, or professional advisor to, such Partner Member in connection with the performance by such Partner Member of its obligations hereunder; provided, however that such Partner Member shall be liable for any -------- breach by such Affiliate or profes sional professional advisor of any provision of this Section; and (vif) to a prospective purchaser of all or a portion of such PartnerMember's Interest in connection with a sale in accordance with the terms of this Agreement; provided, however, that such Partner Member shall be liable for any breach by such -------- prospective purchaser of any provision of this Section; and (vii) after the expiration of Section 8.2 of the Formation Agreement as to such Partner, in connection with decisions to bid, or the formulation of a bid, for television programming rights, such Partner may disclose confidential or proprietary information with respect to the Partnership to any co- investors it may have in connection with such bid or, if the bid is to be made through a corporate entity, to the board of directors or executive officers of such entity; provided, that such party shall be liable for any breach by such -------- partner, director or executive officer of any provision of this Section, it being understood that use of such information in connection with such bid shall not constitute a breach hereunder. Except as provided in the preceding sentence, no PartnerMember, nor any of its Affiliates, shall, during the periods referred to in such sentence, use any confidential or proprietary information with respect to the Partnership Company other than for the benefit of the PartnershipCompany. This Section 11.10 hereof shall survive the termination of this Agreement, the Dissolution of the Company, the withdrawal of any Member and the Transfer of the Interest of any Member.