Common use of Property Rights; Confidentiality Clause in Contracts

Property Rights; Confidentiality. All books, records and accounts maintained exclusively for the 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 exclusively on behalf of the Company, shall at all times be the exclusive property of the Company. All property (real or personal or mixed) purchased with Company funds, and all moneys held or collected for or on behalf of the Company shall at all times be the exclusive property of the Company. Except as expressly agreed to by the Members, no Member shall, during the period such Member is a Member and for a period ending on the later of two (2) years after such Member has ceased to be a Member, disclose any confidential or proprietary information with respect to the Company to any Person, except (a) with the prior written consent of the other Member; (b) 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 notify the other Member as promptly as practicable (and, if possible, prior to making such disclosure) and shall seek confidential treatment of such information; (c) as part of its normal reporting or review procedure to its parent company, its auditors and its attorneys; provided, however, that such Member shall be liable for any breach by such parent company, auditors or attorneys of any provision of this Section 11.10; (d) in connection with the enforcement of such Member's rights hereunder; (e) disclosures to an Affiliate of, or professional advisor to, such Member in connection with the performance by such Member of its obligations hereunder; provided, however, that such Member shall be liable for any breach by such Affiliate or professional advisor of any provision of this Section; and (f) to a prospective purchaser of all or a portion of such Member's Interest in connection with a sale in accordance with the terms of this Agreement; provided, however, that such Member shall be liable for any breach by such prospective purchaser of any provision of this Section; and (g) with respect to the Healtheon Partner, upon a Dissolution or Liquidation of the Partnership, to the extent necessary for the continued ongoing operation of the business of the Healtheon Partner and its Affiliates. Except as provided in the preceding sentence, no Member, nor any of its Affiliates, shall, during the periods referred to in such sentence, use any confidential or proprietary information with respect to the Company other than for the benefit of the Company. 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 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 exclusively on behalf of the Company, shall at all times be the exclusive property of the Company. All property (real or personal or mixed) purchased with Company funds, and all moneys held or collected for or on behalf of the Company shall at all times be the exclusive property of the Company. Except as expressly agreed to by the Members, no Member shall, during the period such Member is a Member and for a period ending on the later of two (2) years after such Member has ceased to be a Member, disclose any confidential or proprietary information with respect to the Company to any Person, except (a) with the prior written consent of the other Member; (b) 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 notify the other Member as promptly as practicable (and, if possible, prior to making such disclosure) and shall seek confidential treatment of such information; (c) as part of its normal reporting or review procedure to its parent company, its auditors and its attorneys; provided, however, that such Member shall be liable for any breach by such parent company, auditors or attorneys of any provision of this Section 11.10; (d) in connection with the enforcement of such Member's rights hereunder; (e) disclosures to an Affiliate of, or professional advisor to, such Member in connection with the performance by such Member of its obligations hereunder; provided, however, however that such Member shall be liable for any breach by such Affiliate or professional advisor of any provision of this Section; and (f) to a prospective purchaser of all or a portion of such Member's Interest in connection with a sale in accordance with the terms of this Agreement; provided, however, that such Member shall be liable for any breach by such prospective purchaser of any provision of this Section; and (g) with respect to the Healtheon Partner, upon a Dissolution or Liquidation of the Partnership, to the extent necessary for the continued ongoing operation of the business of the Healtheon Partner and its Affiliates. Except as provided in the preceding sentence, no Member, nor any of its Affiliates, shall, during the periods referred to in such sentence, use any confidential or proprietary information with respect to the Company other than for the benefit of the Company. 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 Transfer of the Interest of any Member.

Property Rights; Confidentiality. All books, records and accounts maintained exclusively for the 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 exclusively on behalf of the Company, shall at all times be the exclusive property of the Company. All property (real or personal or mixed) purchased with Company funds, and all moneys held or collected for or on behalf of the Company shall at all times be the exclusive property of the Company. Except as expressly agreed to by the Members, no Member shall, during the period such Member is a Member and for a period ending on the later of two (2) years after such Member has ceased to be a Member, disclose any confidential or proprietary information with respect to the Company to any Person, except (a) with the prior written consent of the other Member; (b) 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 notify the other Member as promptly as practicable (and, if possible, prior to making such disclosure) and shall seek confidential treatment of such information; (c) as part of its normal reporting or review procedure to its parent company, its auditors and its attorneys; provided, however, . that such Member shall be liable for any breach by such parent company, auditors or attorneys of any provision of this Section 11.10; (d) in connection with the enforcement of such Member's rights hereunder; (e) disclosures to an Affiliate of, or professional advisor to, such Member in connection with the performance by such Member of its obligations hereunder; provided, however, that such Member shall be liable for any breach by such Affiliate or professional advisor of any provision of this Section; and (f) to a prospective purchaser of all or a portion of such Member's Interest in connection with a sale in accordance with the terms of this Agreement; provided, however, that such Member shall be liable for any breach by such prospective purchaser of any provision of this Section; and (g) with respect to the Healtheon Partner, upon a Dissolution or Liquidation of the Partnership, to the extent necessary for the continued ongoing operation of the business of the Healtheon Partner and its Affiliates. Except as provided in the preceding sentence, no Member, nor any of its Affiliates, shall, during the periods referred to in such sentence, use any confidential or proprietary information with respect to the Company other than for the benefit of the Company. 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 Transfer of the Interest of any Member.

Property Rights; Confidentiality. All books, records and -------------------------------- accounts maintained exclusively for the Company 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 exclusively exclu sively on behalf of the CompanyPartnership, shall at all times be the exclusive property of the CompanyPartnership. All property (real or real, personal or mixed) purchased with Company Partnership funds, and all moneys held or collected for or on behalf of the Company Partnership shall at all times be the exclusive property of the CompanyPartnership. Except as expressly agreed to by the Members, no Member No Partner shall, during the period such Member Partner is a Member Partner and for a period ending on the later of two (2) years after such Member Partner has ceased to be a MemberPartner, disclose any confidential or proprietary information with respect to the Company to Partnership or any PersonPartner, except (ai) with the prior written consent of the other MemberPartners; (bii) 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 notify give notice to the other Member Partners as promptly as practicable (and, if possible, prior to making such disclosure) and shall seek confidential treatment of such information; (ciii) as part of its normal reporting or review procedure to its parent companycompanies, its auditors and its attorneysattorneys and the securities exchange on which any such parent's securities are traded from time to time; provided, however, that such Member Partner shall be liable for any -------- breach by such parent companycompanies, auditors or attorneys of any provision of this Section 11.10Section; (div) in connection with the enforcement of such MemberPartner's rights hereunder; (ev) disclosures disclo sures to an Affiliate of, or professional advisor to, such Member Partner in connection with the performance by such Member Partner of its obligations hereunder; provided, however, that such Member Partner shall be liable for any -------- breach by such Affiliate or professional profes sional advisor of any provision of this Section; and (fvi) to a prospective purchaser of all or a portion of such MemberPartner's Interest in connection with a sale in accordance with the terms of this Agreement; provided, however, that such Member Partner shall be liable for any breach by such -------- prospective purchaser of any provision of this Section; and (gvii) 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 Healtheon PartnerPartnership to any co- investors it may have in connection with such bid or, upon if the bid is to be made through a Dissolution or Liquidation of the Partnershipcorporate entity, to the extent necessary board of directors or executive officers of such entity; provided, that such party shall be liable for the continued ongoing operation any breach by such -------- partner, director or executive officer of the business any provision of the Healtheon Partner and its Affiliatesthis 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 MemberPartner, nor any of its Affiliates, shall, during the periods referred to in such sentence, use any confidential or proprietary information with respect to the Company Partnership other than for the benefit of the Company. 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 MemberPartnership.