Agreement, or the nature of any such discussions without first securing the prior writtenapproval of the other or as otherwise required by law.5.
Recipient shall maintain appropriate control over the Confidential Information and shalllimit its distribution only to its representatives who have a "need to know" all or part of theConfidential Information in order to evaluate, negotiate, document and/or consummate a possible project or transaction. Recipient shall be responsible for any breach of the terms of the terms of thisagreement by its representatives.
6. The Recipient acknowledges that the Company has gone to great lengths to protect the secrecy of all Confidential Information and that said Confidential Informationis of critical importance to the Company. A violation of this Agreement would seriouslyand irreparably impair and damage the Company’s business. The Company shall beentitled to obtain equitable relief, including but not limited to an injunction or atemporary restraining order, without the necessity of proving irreparable damage or posting a bond, to prevent an actual or threatened violation of this Agreement.7. The Company may in its sole discretion request in writing that the Recipientreturn all documents, copies or recordings of any material containing the ConfidentialInformation supplied to the Recipient. The Recipient agrees to comply with such writtenrequest promptly and in no event later than 7 days upon receipt of such written request.The non-compliance by the Recipient to such request will result in damages to theCompany, for which the Recipient will take full financial responsibility.8.
While this Agreement is in effect, neither the Recipient nor its affiliates shall directly or indirectly solicit the employment or engagement of or otherwise entice away from theemployment of the Company or hire or retain any individual who is employed by or rendersservices to the Company or has been employed by or rendered services to the Company at anytime during the preceding one-year period, or assist any individual or entity to solicit theemployment or engagement of or otherwise entice away from the employment of the Company or hire or retain any such individual.
9. All Confidential Information shall remain the exclusive property of theCompany and nothing in this Agreement or any course of conduct between the partiesshall be deemed to grant to the Recipient any rights in or to the Confidential Informationof the Company.10. This Agreement shall exclusively be construed and governed by the laws of the State of New York.
11. Any dispute arising out of this Agreement, if litigated, shall be resolved by the UnitedStates District Court for the Southern District of New York, or the New York State courts locatedwithin New York County, New York, and the parties submit to the jurisdiction of said Courts.12.For purposes of this Agreement, “affiliate” of any party to this Agreement shallmean any other entity or person, directly or through one or more intermediary entities or persons,controlling, controlled by or under common control with such party.
Notwithstanding paragraph 16, t
he Company, at its option, may elect to seek compensation for any damages suffered hereunder by submitting the matter to binding2