1E9Ct5D

written consent, provided, however, that the Receiving Party may disclose theConfidential Information to its Representatives who: (i) have a "need to know" forpurposes of any performance, or exercise of any rights with respect to such ConfidentialInformation, under this Agreement; (ii) have been informed in writing of the highlyconfidential nature of the Confidential Information and the limitations, procedures andobligations that apply to the access, use and disclosure of Confidential Information underthis Section 10; and (iii) are themselves bound by written restricted use andnondisclosure agreements or obligations at least as restrictive as those set forth in thisAgreement, provided, further, that the Receiving Party shall be responsible for ensuringits Representatives' compliance with, and shall be liable for any breach by itsRepresentatives, of this Section 10[./; and](d) [notify the Disclosing Party in writing [promptly/immediately/within[NUMBER IN WORDS] ([NUMBER]) Business Days] of any unauthorized disclosureor use of the Disclosing Party's Confidential Information and cooperate with theDisclosing Party to protect the confidentiality and ownership of all Intellectual PropertyRights, privacy rights and other rights therein.]10.5 Compelled Disclosures. If the Receiving Party becomes compelled by applicableLaw to disclose any Confidential Information, the Receiving Party shall[, to the extentpermissible by applicable Law]:(a) as soon as possible after becoming aware of such requirement and prior todisclosing Confidential Information pursuant thereto, notify the Disclosing Party inwriting of such required disclosure so that the Disclosing Party may seek a protectiveorder or other appropriate remedy or waive its rights under this Section 10;(b) [, at the Disclosing Party's expense,] use reasonable efforts not to releasesuch Confidential Information pending the outcome of any measures taken by theDisclosing Party to contest, oppose or limit such compelled disclosure or any furtherdisclosure or use of Confidential Information that may result therefrom;(c) cooperate with and provide assistance to the Disclosing Party in connectionwith any measures taken by the Disclosing Party as described in Section 10.4(d) and, if aprotective order or other remedy is not obtained or the Disclosing Party waivescompliance with this Section 10, use reasonable efforts[, at the Disclosing Party'sexpense,] to obtain assurance that the Confidential Information will be accordedconfidential treatment; and(d) disclose only the portion of Confidential Information that it is legallyrequired to produce to the minimum extent required by applicable Law.32