Agmt14 Green Charge Networks, LLC Power Efficiency Agreement

Browse Search

existence) shall be considered Confidential Information for purposes of this Section 15, except as set forth in Section 15.2. All Confidential Information shall remain the property of the disclosing Party and shall be returned to the disclosing Party or destroyed after the receiving Party's need for it has expired or upon the request of the disclosing Party. Each Party agrees that the disclosing Party would be irreparably injured by a breach of this Section 15.1 by the receiving Party or its Representatives or other person to whom the receiving Party discloses Confidential Information of the disclosing Party and that the disclosing Party may be entitled to equitable relief, including injunctive relief and specific performance, in the event of a breach of the provision of this Section 15.1. To the fullest extent permitted by applicable law, such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 15.1, but shall be in addition to all other remedies available at law or in equity. 15.2 Permitted Disclosures. Notwithstanding any other provision in this Agreement, neither Party shall be required to hold confidential any information that: (a) becomes publicly available other than through the receiving Party; (b) is required to be disclosed by it or its affiliates pursuant to applicable law or regulation, a subpoena or order of a court, or for evidentiary purposes in any relevant action, proceeding or arbitration to which the receiving Party or any of its partners, officers, directors, shareholders or affiliates is a party; provided in the event that the receiving Party receives a request to disclose any Confidential Information under such subpoena, order or otherwise,the Party receiving the subpoena or court order shall, to the extent permitted by applicable law: (i) promptly notify the other Party thereof, (ii) consult with the other Party on the advisability of taking steps to resist or narrow such request, and (iii) if disclosure is required, reasonably cooperate with the other Party in any attempt that it may make to obtain an order or other reliable assurance that confidential treatment will be accorded to the Confidential Information. Any such efforts shall be at the sole cost of the Party wishing to prevent or limit disclosure of the Confidential Information; (c) is independently developed by the receiving Party; or (d) becomes available to the receiving Party without restriction from a third party under no obligation of confidentiality. 15. INDEMNIFICATION AND LIEN WAIVER. 15.1 Each Party shall defend, indemnify and hold harmless (the"Indemnifying Party") the other Party, its successors and assigns and their respective directors, officers, members, shareholders, contractors and employees (collectively, the "Indemnified Parties") from and against any and all Losses incurred by the Indemnified Parties to the extent caused by the following: (i) any breach by a Party of its representations, warranties, or obligations under this Agreement, (ii) any claim asserted by a third party, including, but not limited to, any claim for injury to or death of any person or loss or damage to property, due to the acts or omissions of the Indemnifying Party (or its contractors, agents or employees). The Parties shall not, however, be ATTY/AGR/2014.021/POWER EFFICIENCY CHARGING SITE REV:02-24-14 MLG Page 14 of 21