Confidentiality Agreement (Page 3 of 4) in pdf

(b)

Visitor acknowledges that the restrictions contained in this Agreement are reasonable and

necessary to protect the legitimate professional and business interests of WU and to ensure WU’s

compliance with applicable law. Visitor further acknowledges and agrees that a breach of the

covenants contained in this Agreement will cause irreparable harm to WU and that damages arising

from any breach may be difficult to ascertain and no adequate legal remedy exists. Accordingly,

WU shall be entitled to receive injunctive relief and/or specific performance and damages, as well

as any and all legal and equitable remedies to which it may be entitled.

3. TERM

3.1

Term. The provisions of this Agreement shall be effective as of the later of

Effective Date or April 14, 2003 and shall terminate when all of the Confidential Information

provided by WU to Visitor, or created or received by Visitor on behalf of WU, is destroyed or

returned to WU, or, if it is infeasible to return or destroy such Confidential Information, protections

are extended to such information, in accordance with the termination provisions in this Section.

3.2

Termination. Upon WU’s knowledge of a material breach by Visitor, WU shall

either (i) provide an opportunity for Visitor to cure the breach or end the violation and terminate

this Agreement along with any other agreements between WU and Visitor which relate to the act or

omission constituting the material breach if Visitor does not cure the breach or end the violation

within the time specified by WU, or (ii) immediately terminate this Agreement and the

agreement(s) or arrangement to which this Agreement relates) if Visitor has breached a material

term of this Agreement and cure is not possible.

3.3

Effect of Termination. Upon termination of this Agreement, Visitor shall return

to WU or destroy all Confidential Information received from WU. Visitor shall retain no copies of

such Confidential Information. Visitor shall complete such return or destruction as promptly as

possible but no later than forty-five (45) days after the effective date of termination of this

Agreement. In the event that Visitor determines that returning or destroying the Confidential

Information is infeasible, Visitor shall provide to WU notification of the conditions that make

return or destruction infeasible. If WU concurs, Visitor shall extend the protections of this

Agreement to such Confidential Information and limit further uses and disclosures of such

Confidential Information to those purposes that make the return or destruction infeasible, for so

long as Visitor maintains such Confidential Information. This Agreement shall remain in full force

and effect for as long as any Confidential Information of WU is in the possession of Visitor.

4. CONSTRUCTION OF AGREEMENT

4.1. Assignment. This Agreement is not assignable without the express written consent

of the parties hereto. This Agreement shall inure to the benefit of the parties’ successors, heirs and

permitted assigns, and the obligations set forth in this Agreement shall be obligations of all

successors, heirs and permitted assigns and, in the event of an assignment, shall remain obligations

of the original parties.

4.2.

Administration of Agreement.

The parties agree that the undersigned

representatives shall be the individuals responsible for administering this Agreement and receiving

notices hereunder, and shall remain so until written notification is given to the others that another

individual has been designated.

4.3.

Compliance with Law.

This Agreement and any agreements or arrangements

arising therefrom shall be amended so as to comply with all laws, rules and regulations of all

Confidentiality Agreement Page 3

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