Common use of Manager Duties Clause in Contracts

Manager Duties. (a) Except as provided in subsection 7.5(b) and Section 7.6, each Manager shall devote such time to the Company business as may be necessary to adequately and properly manage and supervise the Company business and affairs in an efficient and workmanlike manner and discharge his or her duties as a Manager in good faith, with the care an ordinarily prudent person would exercise in similar circumstances, and in a manner he or she believes to be in the best interest of the Company. Notwithstanding the foregoing, the failure of any Manager appointed by EDC to approve a Contract Proposal pursuant to Section 7.3(g) shall not constitute a breach of any duty imposed upon such Manager under this Agreement or the Act, and MTI and its affiliates are forever barred from bringing, and hereby waive any right to bring, any action or suit against such Manager for failure to approve a Contract Proposal. (b) Nothing in this Agreement shall be deemed to restrict in any way the rights of a Manager, or of any Affiliate of a Manager, to conduct any other business or activity whatsoever, and no Manager shall be accountable to the Company or to any Member with respect to that business or activity even if the business or activity competes with the Company's business. The organization of the Company shall be without prejudice to their respective rights (or the rights of their respective Affiliates) to maintain, expand, or diversify such other interests and activities and to receive and enjoy profits or compensation therefrom. (1) Each Manager shall deal in confidence with all matters involving the Company until such time as there has been a general public disclosure. Subject to subsection 7.5(c)(2), no Manager shall disclose or use any Confidential Information, Inventions or Confidential Documents of the Company (as such terms are defined below) except for the direct or indirect benefit of the Company. (2) In the event a Manager receives a discovery request (including, without limitation, document requests, subpoenas, notices of deposition, orders to produce documents, information or individuals) in a judicial action or an arbitration (referred to hereinafter as "Discovery Requests"), each Manager agrees that: (A) The Manager will notify the Company of the Manager's receipt of the Discovery Request within a reasonable time following such receipt to allow the Company to seek an order preventing or limiting the disclosure by the Manager of the Confidential Information from a tribunal having jurisdiction over the Discovery Request.