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F.

G.

Section 10.

A.

order to enforce its rights under this Agreement. The obligation of non-disclosure shall survive indefinitely.

Neither Party shall make copies of Confidential copies required for use by authorized employees,

Information except for those agents, partners or associated

persons. Each CONFIDENTIAL,

copy, including its storage media, and include all notices, which appear on

shall be marked the original. Each

party shall implement and maintain an appropriate security program including appropriate physical, electronic and procedural safeguards, to: (i) provide for the security and confidentiality of Confidential Information; (ii) protect against any threats or hazards to the security or integrity of Confidential Information; and (iii) prevent unauthorized access to or use of Confidential Information. Each party shall promptly notify the other party of: (i) any disclosure, access to or use of its Confidential Information in breach of this Agreement; and (ii) any unauthorized intrusion into systems containing the other party’s Confidential Information. Each Party agrees that all Confidential Information, including copies thereof, shall be returned to the other Party or destroyed within ten (10) days of the date of termination of this Agreement. Notes and other documents referencing or relating to Confidential Information may be made and kept by a receiving Party, but shall

be governed by this Agreement until they are destroyed.

All intellectual property

rights

associated

with

the

Confidential

Information,

including

without

limitation,

patent, trademark, copyright and trade secrets, disclosing Party’s intellectual property rights.

and

moral

rights

shall

remain

the

Each Party acknowledges that the other Party, because of the nature of the Confidential Information, would suffer irreparable harm in the event of a material breach of the provisions of this section of this Agreement in that monetary damages would be inadequate to compensate the Party for such a breach, and that in the event of any material breach or threatened material breach by of the provisions of this section, the disclosing Party shall be entitled, in addition to such other legal or equitable remedies which might be available, to injunctive relief in any court of competent jurisdiction against the threatened material breach or continuation of any such material breach without showing or proving any actual damages sustained. If the disclosing Party prevails in any action brought to enjoin a material breach or threatened breach of this provision, it shall be entitled to reasonable attorneys’ fees and costs in connection with such legal proceeding.

NASDAQ OMX Warranties; Disclaimers of Warranties.

NASDAQ OMX WILL ENDEAVOR TO OFFER

PROMPTLY

AND

AS

ACCURATELY

AS

PRACTICABLE. AVAILABLE AS

IN THE EVENT THAT THE A RESULT OF A FAILURE BY

THE SERVICE AS IS REASONABLY SERVICE IS NOT NASDAQ OMX TO

PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, NASDAQ OMX WILL ENDEAVOR, GIVING DUE REGARD FOR THE COST, TIME,

14

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