PROPRIETARY INFORMATION AND ITEMS. A. Boeing and Seller shall each keep confidential and protect from disclosure all (i) confidential, proprietary, and/or trade secret information (including, without limitation, technical information in the form of designs, concepts, requirements, specifications, software, interfaces, components, processes, or the like); (ii) tangible items containing, conveying, or embodying such information; and (iii) tooling obtained from and/or belonging to the other Party in connection with the Contract or any Order (collectively referred to as "Proprietary Information and Materials"). The Parties will attempt to limit the exchange of Proprietary Information and Materials to only that Proprietary Information and Materials necessary or useful for the purposes of the Contract. B. Boeing and Seller shall each use Proprietary Information and Materials of the other only in the performance of and for the purpose of this Contract and/or any Order. Provided, however, that despite any other obligations or restrictions imposed by this GTA Section 20.0, Boeing shall have the right to use, disclose and copy Seller's Proprietary Information and Materials for the purposes of testing, certification, use, sale, or support of any Product delivered under this GTA or an Order, or any airplane including such Product; and any such disclosure by Boeing shall, whenever appropriate, include a restrictive legend suitable to the particular circumstances. And further provided that all such use, disclosure, copying and the like shall be done in such a manner as to, and made only to such persons who have also agreed to, maintain Seller's Proprietary Information and Materials as confidential and protect the same from disclosure in accordance with the terms of the Contract. The restrictions on disclosure or use of Proprietary Information and Materials by a receiving Party shall apply to all materials derived by the receiving Party or others from the disclosing Party's Proprietary Information and Materials. The receiving Party will copy Proprietary Information and Materials received by it only as reasonably necessary for the purposes contemplated in the Contract. C. The Parties agree that without the prior written consent of the other Party hereto and except as may be required by law, the receiving Party shall hold in confidence and not disclose Proprietary Information and Materials received by it, except to representatives of the receiving Party who require such Proprietary Information and Materials for purposes of the Contract and who agree to maintain such Proprietary Information and Materials as confidential and protect the same from disclosure in accordance with the terms of the Contract. D. Upon the disclosing Party's request at any time, and in any event upon the completion, termination or cancellation of the Contract, the receiving Party shall return all of the disclosing Party's Proprietary Information and Materials, and all copies thereof and all materials derived therefrom to the disclosing Party within [ * ] of the written demand of the disclosing Party unless specifically directed otherwise in writing by the disclosing Party; provided, however, that the receiving Party may retain as many copies of the Proprietary Information as shall be necessary to fully effect the purpose and intent of this Contract and support commitments to Boeing customers and end users which copies shall be held in confidence in accordance with the terms of the Contract. E. Seller shall not, without the prior written authorization of Boeing, sell or otherwise dispose of (as scrap or otherwise) any parts or other materials containing, conveying, embodying, or made in accordance with or by reference to any Proprietary Information and Materials of Boeing. Prior to disposing of such parts or materials as scrap, Seller shall render them unusable. Boeing shall have the right to audit Seller's compliance with this GTA Section 20.0. F. Seller may copy and disclose Proprietary Information and Materials of Boeing for use with Seller's subcontractors or suppliers or "ship-to" customers as required for the performance of its obligations under this Contract, provided that all such use, disclosure, copying and the like shall be done in such a manner as to, and made only to such persons who have also agreed to, maintain Boeing's Proprietary Information and Materials as confidential and protect the same from disclosure in accordance with the terms of the Contract; and Seller shall be liable to Boeing for any breach of such obligation by such subcontractor. G. Notwithstanding anything in this Section 20 to the contrary, either Party may make disclosure of the Contract to (a) any of its accountants, auditors or lawyers or in Seller's case to Seller's controlling shareholder having a need to know such information provided such person agrees not to disclose the information to any other person or outside of such firm, except as disclosure is required by applicable law, regulation or court order and (b) any of its bankers or credit rating agencies having a need to know such information, provided persons at such companies agree in writing not to disclose the information to any other person or outside of such company, except as disclosure is required by applicable law, regulation or court order. The foregoing shall not apply to matters already public other than by reason of a breach of this Section 20.
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PROPRIETARY INFORMATION AND ITEMS. A. Boeing and Seller shall each keep confidential and protect from disclosure all (i) confidential, proprietary, and/or trade secret information (including, without limitation, technical information in the form of designs, concepts, requirements, specifications, software, interfaces, components, processes, or the like); (ii) tangible items containing, conveying, or embodying such information; and (iii) tooling obtained from and/or belonging to the other Party in connection with the Contract or any Order (collectively referred to as "“Proprietary Information and Materials"”). The Parties will attempt to limit the exchange of Proprietary Information and Materials to only that Proprietary Information and Materials necessary or useful for the purposes of the Contract.
B. Boeing and Seller shall each use Proprietary Information and Materials of the other only in the performance of and for the purpose of this Contract and/or any Order. Provided, however, that despite any other obligations or restrictions imposed by this GTA Section 20.0, Boeing shall have the right to use, disclose and copy Seller's ’s Proprietary Information and Materials for the purposes of testing, certification, use, sale, or support of any Product delivered under this GTA or an Order, or any airplane including such Product; and any such disclosure by Boeing shall, whenever appropriate, include a restrictive legend suitable to the particular circumstances. And further provided that all such use, disclosure, copying and the like shall be done in such a manner as to, and made only to such persons who have also agreed to, maintain Seller's ’s Proprietary Information and Materials as confidential and protect the same from disclosure in accordance with the terms of the Contract. The restrictions on disclosure or use of Proprietary Information and Materials by a receiving Party shall apply to all materials derived by the receiving Party or others from the disclosing Party's ’s Proprietary Information and Materials. The receiving Party will copy Proprietary Information and Materials received by it only as reasonably necessary for the purposes contemplated in the Contract.
C. The Parties agree that without the prior written consent of the other Party hereto and except as may be required by law, the receiving Party shall hold in confidence and not disclose Proprietary Information and Materials received by it, except to representatives of the receiving Party who require such Proprietary Information and Materials for purposes of the Contract and who agree to maintain such Proprietary Information and Materials as confidential and protect the same from disclosure in accordance with the terms of the Contract.
D. Upon the disclosing Party's ’s request at any time, and in any event upon the completion, termination or cancellation of the Contract, the receiving Party shall return all of the disclosing Party's ’s Proprietary Information and Materials, and all copies thereof and all materials derived therefrom to the disclosing Party within [ * ] of the written demand of the disclosing Party unless specifically directed otherwise in writing by the disclosing Party; provided, however, that the receiving Party may retain as many copies of the Proprietary Information as shall be necessary to fully effect the purpose and intent of this Contract and support commitments to Boeing customers and end users which copies shall be held in confidence in accordance with the terms of the Contract.
E. Seller shall not, without the prior written authorization of Boeing, sell or otherwise dispose of (as scrap or otherwise) any parts or other materials containing, conveying, embodying, or made in accordance with or by reference to any Proprietary Information and Materials of Boeing. Prior to disposing of such parts or materials as scrap, Seller shall render them unusable. Boeing shall have the right to audit Seller's ’s compliance with this GTA Section 20.0.
F. Seller may copy and disclose Proprietary Information and Materials of Boeing for use with Seller's ’s subcontractors or suppliers or "“ship-to" ” customers as required for the performance of its obligations under this Contract, provided that all such use, disclosure, copying and the like shall be done in such a manner as to, and made only to such persons who have also agreed to, maintain Boeing's ’s Proprietary Information and Materials as confidential and protect the same from disclosure in accordance with the terms of the Contract; and Seller shall be liable to Boeing for any breach of such obligation by such subcontractor.
G. Notwithstanding anything in this Section 20 to the contrary, either Party may make disclosure of the Contract to (a) any of its accountants, auditors or lawyers or in Seller's ’s case to Seller's ’s controlling shareholder having a need to know such information provided such person agrees not to disclose the information to any other person or outside of such firm, except as disclosure is required by applicable law, regulation or court order and (b) any of its bankers or credit rating agencies having a need to know such information, provided persons at such companies agree in writing not to disclose the information to any other person or outside of such company, except as disclosure is required by applicable law, regulation or court order. The foregoing shall not apply to matters already public other than by reason of a breach of this Section 20. Seller may also file such reports (including, without limitation, Current Reports on Form 8-K, Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K) regarding or containing information about the Contract or any provisions thereof that Seller shall deem necessary or prudent under applicable laws and regulations after giving good faith consideration to the protection of Boeing proprietary information. Seller may also file a copy of the Contract as an exhibit to any such report filed by Seller, provided that Seller shall, in good faith, give due consideration to redacting Boeing proprietary information from these documents. Seller shall also provide Boeing with a written copy of these documents as redacted prior to their filing, with sufficient time for Boeing to submit additional, suggested redactions. Seller shall give good faith consideration to inclusion of such Boeing suggested redactions before filing the documents. Seller may discuss matters pertaining to the Contract in investor calls to the extent such matters are specifically reported in either Seller’s press release or any other report publicly made by Seller. The Parties specifically intend that the filing of such reports by Seller shall not be deemed a breach of this Section 20.0 or of Seller’s obligations under the Contract, provided that the provisions of this Section 20.0 (G) are met.
H. If the receiving Party or any of its representatives becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Proprietary Information and Materials of the disclosing Party, the receiving Party will advise and consult with the disclosing Party prior to any such disclosure, so that the disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the Contract. If such protective order or other remedy is not obtained, or compliance with the Contract is waived as above, the receiving Party will disclose only that portion of the Proprietary Information and Materials which the receiving Party is advised by counsel is legally required and the receiving Party will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such of the Proprietary Information and Materials as is disclosed. Any disclosure made in accordance with the provisions of this Section 20.0 shall not be regarded as a breach of the obligations of the receiving Party pursuant to the Contract.
I. Nothing in this Section 20.0 shall be construed as granting or conveying to the receiving Party any right or license to use Proprietary Information and Materials of the disclosing Party (except for the purposes contemplated in the Contract) or to practice any inventions described and claimed in any pending patent applications or issued patents which are owned or controlled by the disclosing Party relating to such Proprietary Information and Materials.
J. Each of the Parties hereto acknowledges and agrees that the other Party could be damaged irreparably in the event any of the provisions of this Section 20.0 are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Party shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Section 20.0 and to enforce specifically the terms of this Section 20.0.
K. The provisions of this GTA Section 20.0 are effective in lieu of, and will apply notwithstanding the absence of, any restrictive legends or notices applied to Proprietary Information and Materials; and the provisions of this GTA Section 20.0 shall survive the performance, completion, termination or cancellation of the Contract or any Order. Except as provided below, this GTA Section 20.0 supersedes and replaces any and all other prior agreements or understandings between the Parties to the extent that such agreements or understandings relate to the receiving Party’s obligations relative to confidential, proprietary, and/or trade secret information, or tangible items containing, conveying, or embodying such information, obtained from the disclosing Party and related to any Product, regardless of whether disclosed to the receiving Party before or after the effective date of the Contract. The provisions of this GTA Section 20.0 do not supersede and replace the following agreements between the Parties: (a) Proprietary Information Agreement effective as of May 2, 2003; (2) Proprietary Information Agreement effective as of August 2, 2005, both related to certain proprietary financial information of Seller.
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