MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

11.04 Duty to Mitigate. Each Party shall use its commercially reasonable efforts to
mitigate damages or losses for which it seeks recourse hereunder, including by promptly
pursuing recovery under available insurance policies; provided, however, that the failure of such
Party to successfully mitigate such damages or losses shall not affect such Party’s right to seek
recourse with respect to such damages or losses so long as such Party shall have used its
commercially reasonable efforts to mitigate.
11.05 Force Majeure. Seller shall not be liable for any interruption of Service or delay
or failure to perform under this Agreement if such interruption, delay or failure results from
causes beyond its reasonable control, including any strike, lockout, work stoppage, labor dispute,
material shortage, earthquake, act of terrorism, severe weather, accident, government action, riot,
insurrection or other hostilities, trade sanction, embargo, fuel or energy shortage, fire, flood, acts
of God, condition caused by national emergency, wrecks or transportation delays or inability to
obtain necessary labor, materials, utilities or third party software rights. Seller will notify Buyer,
either orally or in writing, as soon as practicable upon learning of the occurrence of such event of
force majeure. Upon the cessation of the force majeure event, Seller will use commercially
reasonable efforts to resume its performance as soon as practicable. In no event shall the
occurrence of a force majeure event result in the extension of the term of this Agreement or any
Service hereunder.
11.06 No Individual Liability. Notwithstanding any other provision of this Agreement,
the individual officers, directors, managers, principals, employees and agents of each Party shall
not have any liability to the other Party, or to any affiliate of the other Party, under this
Agreement or in connection with the Services to be provided under this Agreement.
ARTICLE XII
CONFIDENTIALITY
12.01 Confidential Information. Each Party acknowledges that, during the term of this
Agreement, it may receive or have access to Confidential Information of the other Party.
“Confidential Information” shall include designs, concepts, building blocks, methodologies,
drawings, ideas, techniques, inventions, specifications, discoveries, models, data, source code,
object code, software, documentation, diagrams, flow charts, research, development, processes,
procedures, know-how, new product or new technology information, marketing techniques and
materials, marketing plans, timetables, strategies and development plans, customer names and
other information related to customers, pricing policies, financial information, any information
regarding clients of the other Party and the terms of this Agreement. “Confidential Information”
also shall include all information received from third parties that either Party is obligated to treat
as confidential.
12.02 Exceptions. “Confidential Information” does not include information that (i) was
or becomes available to the public other than as a result of a disclosure by the receiving Party or
its directors, officers, employees, agents, accountants, counsel or financial advisors (collectively
“Representatives”), (ii) was or becomes available to the receiving Party from a source other than
the disclosing Party or its Representatives, provided that such source is not known by the
receiving Party to be subject to a confidentiality agreement with or obligation to the disclosing
Party, (iii) was within the receiving Party’s possession prior to its being furnished to the
C2-9
Exhibit C-2
Form of Initial Closing TSA - Seller