|
15. Confidentiality and Proprietary Information.
<br />
<br /> (a) The terms, conditions and provisions of this Agreement are confidential
<br />and shall not be disclosed by either party to any third party other than such parties' accountants
<br />and attorneys without either parties' prior written consent. In the event that such disclosure is
<br />sought by subpoena, document request, notice of deposition or other legal proceeding, either
<br />party agrees to notify such party, pursuant to Section 21 (a) hereof, within forty-eight (48) hours
<br />after receipt of such legal document, and either party agrees to cooperate in any attempt to obtain
<br />a protective order.
<br />
<br /> (b) Principal recognizes and acknowledges that the TM System as it now
<br />exists, including the Hardware and Software associated with the TM System and all
<br />improvements in the state of the art relative thereto, represents a valuable, special and unique
<br />asset of Ticketmaster. Principal consents and agrees that it will not, during or after the Term of
<br />this Agreement, disclose any information, design specifications, programs, listings,
<br />documentation or other supporting or related materials or information of any nature or
<br />description whatsoever relating to the TM System, the Hardware or the Software, or applications,
<br />adaptations and modifications thereof, whether now existing or developed in the future
<br />(collectively, the "Proprietary Information"), to any person, firm, corporation, association or
<br />entity for any reason or purpose whatsoever; provided, however, that this covenant shall not
<br />apply with respect to any information which becomes a matter of general knowledge within the
<br />public domain or if Principal is obligated to disclose same by reason of any court order, rule or
<br />regulation applicable to the conduct of its business. Principal expressly agrees that it will not
<br />reverse engineer, disassemble, decompile or otherwise attempt to analyze any of the object or
<br />source code included within the Software. Principal does further agree and acknowledge that any
<br />remedy at law for any breach or threatened breach of the provisions of this Section and the
<br />covenants set forth herein will be inadequate and, accordingly, Principal grants to Ticketmaster
<br />the right and entitlement to seek injunctive relief, without the posting of bond, for any such
<br />breach or threatened breach of the provisions and covenants herein in addition to, and not in
<br />limitation of, any and all other remedies at law or in equity otherwise available to Ticketmaster.
<br />
<br /> (c) Subject to applicable law and the TM.com Website privacy policy in effect
<br />from time to time, Ticketmaster is the sole owner of information provided by users of the
<br />TM.corn Website, including, without limitation, information provided in the process of Internet
<br />Sales and Telephone Sales.
<br />
<br /> (d) The expiration of this Agreement, or the termination of this Agreement by
<br />either party, shall not terminate the continuing confidentiality obligations imposed on both
<br />parties by the terms of this Agreement.
<br />
<br />16. Intellectual Proper ,ty.
<br />
<br /> (a) Each party shall retain all right, title and interest in and to its respective
<br />trademarks, service marks and trade names worldwide ("Intellectual Property"), ~subject to a
<br />limited non-exclusive,, non-transferable license necessary to perform this Agreement. Each party
<br />grants the other a royalty-free, non-exclusive, non-transferable license, during the Term, to use
<br />
<br /> 12
<br />C:\WINDOWS~Desktop\Cabarrus Arena LUA Final 081 ?02.doc
<br />
<br />
<br />
|