Both parties shall procure that all information of a confidential nature (Confidential Information) disclosed by one party to the other in accordance with this platform or which may at any time come into the other party’s knowledge, possession or control shall not be used for any purposes other than those required or permitted by this agreement and shall remain confidential. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction or by contractual obligation provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause, it takes into account the reasonable requests of the other party in relation to the content of this disclosure. For the purposes of this agreement information relating to the business of Bona, its business systems, business opportunities, business processes and client and supplier lists are hereby deemed to be Confidential Information. These obligations of confidentiality shall cease to apply to any particular item of Confidential Information once it becomes public knowledge other than by any act or default of either party.
NO BINDING AGREEMENT FOR TRANSACTION
The parties agree that neither party will be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this Agreement, except for the matters specifically agreed to herein. The parties further acknowledge and agree that they each reserve the right, in their sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with respect to a Transaction at any time. This Agreement does not create a joint venture or partnership between the parties. If a Transaction goes forward, the non-disclosure provisions of any applicable transaction documents entered into between the parties (or their respective affiliates) for the Transaction shall supersede this Agreement. In the event such provision is not provided for in said transaction documents, this Agreement shall control.
Each party warrants that it has the right to make the disclosures under this Agreement. NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT WHATSOEVER. The parties acknowledge that although they shall each endeavor to include in the Confidential Information all information that they each believe relevant for the purpose of the evaluation of a Transaction, the parties understand that no representation or warranty as to the accuracy or completeness of the Confidential Information is being made by either party as the Disclosing Party. Further, neither party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. Neither Party hereto shall have any liability to the other party or to the other party’s Representatives resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement.
DAMAGES AND PROTECTION
Without prejudice, neither party shall be liable from any exchange under this platform, agreement and shall not claim for any legal or financial damages or proceed to any legal actions against each other.