Provider Reference Infrastructure Sharing Offer ______________________________________________________________________ (c) except as may be required by applicable law or regulation or the rules or requirements of any relevant stock exchange or relevant regulatory authority (in which case it will give the Disclosing Party prompt written notice of such requirement and use reasonable endeavors to cooperate in enabling the Disclosing Party to seek suitable protective orders against disclosure), it will not distribute, disclose, or disseminate such Confidential Information to anyone, except employees or professional advisers who have a need to know such Confidential Information for the Business Purpose for which it is disclosed; (d) it will not copy the Confidential Information except as is necessary for the purposes set out in the Business Purpose and provided that the Disclosing Party is informed at the time of what Confidential Information has been copied and to whom; and (e) upon the written request of the Disclosing Party all Confidential Information in writing and all copies thereof in the possession of the Receiving Party shall be returned to the Disclosing Party or destroyed at the option and instructions of the Disclosing Party. 4. The obligations set out in paragraphs 2 and 3 above shall cease to apply to Confidential Information which: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; or (b) comes into the possession of the Receiving Party or any Associated Company of the Receiving Party or its or their employees or advisers from a third party who is free lawfully to disclose the same. 5. The Receiving Party warrants that it applies reasonable safeguards against the unauthorized disclosure of confidential and proprietary information and agrees that it shall protect the Confidential Information of the Disclosing Party in the same manner and to the same degree that it protects its own Confidential Information and proprietary information. 6. In relation to disclosure to employees and professional advisers the Receiving Party further agrees to advise all of its employees and professional advisers having access to Confidential Information of its obligations hereunder and to procure that such companies, employees and advisers comply with all such obligations. 7. The Receiving Party agrees that monetary damages would not be a sufficient remedy for any breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive or other equitable relief to remedy or prevent any breach or threatened breach of this Agreement by the Receiving Party or any of its employees or advisers. Such remedy shall not be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other rights and remedies available at law or in equity. 8. No failure or delay by any party in exercising any right or power shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof, or the exercise of any other right or power hereunder. DATE Page 3