Sample Share Purchase And Share Holder Agreement Page 65
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77(ii)
the Principals, together, jointly control the Strategic Partner and by virtue of such
control, are in a position to ensure and procure, severally and/or jointly, that the Strategic
Partner at all times performs and discharges all its obligations under this Agreement and
complies with all the terms and conditions hereunder.
ARTICLE 8
INDEMNIFICATION AND CONFIDENTIALITY
8.1
Indemnification
Each of the Shareholders, Principals and the Company agrees to indemnify, defend and
hold harmless each other and their respective lawful successors and assigns from and
against any and all Claims incurred or suffered by the Company or such other
Shareholders or Principals which arise out of; results from, or may be payable by virtue
of any breach of any representation, warranty, covenant or agreement made or obligations
required to be performed by the indemnifying Person pursuant to this Agreement;
provided, however that in no event shall the indemnifying Person be liable in contract,
tort, misrepresentation, warranty, negligence, strict liability or otherwise, for any special,
indirect, incidental or consequential damages arising out of or in connection with this
Agreement, or any performance, non-performance or breach of any provision hereof.
8.2
Confidentiality
(a)
The Strategic Partner agrees that it shall not, at any time or under any
circumstances subject to the provisions of Sub-Clause 8.2(c), without the prior written
consent of the Company and Government, directly or indirectly communicate or disclose
to any Person (other than an Affiliate of the Strategic Partner) any knowledge or
information, irrespective of form, howsoever acquired by them relating to the customers,
products, technology, trade secrets, systems, operations or other confidential information
regarding the property, business and affairs of the Company or any of its subsidiaries
including, but not limited to any foreign collaboration agreements and technical
collaboration agreements entered into by the Company or any of its subsidiaries
("Confidential Information").
(b)
Provided however that the confidentiality obligation under this Clause 8.2 shall
be subject to the following exceptions:
(i)
Disclosure to the employees and auditors requiring the information for the
purposes of this Agreement subject to the execution of a confidentiality agreement by
them; or
(ii)
Disclosure to legal advisors and professional consultants subject to the
execution of a confidentiality agreement by them; or (iii)
If the information is,
prior to the execution of this Agreement lawfully in the possession of the Strategic
Partner through sources other than the Party(ies); or
(iv)
If such information has been released or disclosed by requirement of Law; or
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