KPMG confidentiality policy:
Section 9.4 Confidentiality. (a) From and after the Effective Date, each of KPMG and Consulting shall hold, and shall cause its Subsidiaries and its and their partners, principals, officers, directors, employees, agents, consultants, advisors and other representatives to hold in strict confidence all non-public Information (i) concerning the other Party or any of its Subsidiaries or Affiliates obtained prior to the Effective Date, (ii) accessed pursuant to Section 9.1 hereof, or (iii) received from the other Party or any of its Subsidiaries or Affiliates pursuant to this Agreement, any Ancillary Agreement or any agreement or document contemplated hereby directly or indirectly, orally or in writing or via disk or other electronic media, including, without limitation, any trade secrets, technology, know-how and other non-public, proprietary intellectual property rights licensed pursuant to Sections 7.1 and 7.2 herein, and shall not release or disclose such Information to any other Person, except its representatives, who shall be bound by the provisions of this Section 9.4 without the prior written consent of the other Party or as expressly permitted in Section 7.1 or 7.2; provided, however, that KPMG and Consulting and their respective Subsidiaries, partners, principals, officers, directors, employees, agents, consultants, advisors and representatives may disclose such Information if, and only to the extent that, (A) such confidential Information is disclosed to their respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such confidential Information and are informed of their obligation to hold such confidential Information in confidence to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, Consulting or KPMG, as the case may be, will be responsible, (B) a disclosure of such confidential Information is compelled by judicial or administrative process or, in the opinion of such Party’s counsel, by other requirements of law, or (C) such Party can show that such confidential Information (I) is published or is or otherwise becomes available to the general public as part of the public domain without breach of this Agreement; (II) has been furnished or made known to the recipient without any obligation to keep it confidential by a third Party under circumstances which are not known to the recipient to involve a breach of the third Party’s obligations to a Party hereto; (III) was developed independently of Information furnished to the recipient under this Agreement; or (IV) in the case of confidential Information furnished after the Effective Date, was known to the recipient at the time of receipt thereof from the other Party. Notwithstanding the foregoing, in the event that any demand or request for disclosure of confidential Information is made pursuant to clause (B)
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