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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
Upon the termination of the Master Agreement or any one or more of the Schedules
attached hereto, for any reason, all rights granted to Customer under this
Master Agreement or the terminated Schedule(s) will cease, and Customer will
promptly (i) purge all the Products from the Designated Environment and all of
Customer's other computer systems, storage media and other files; (ii) destroy
the Products and all copies thereof; (iii) deliver to CSG an affidavit which
certifies that Customer has complied with these termination obligations; and
(iv) pay to CSG all fees that are due pursuant to this Master Agreement.
Notwithstanding the foregoing, if only one or more of the Schedules are
terminated, Customer must comply with the requirements of this paragraph only
with respect to the specific Products set forth in the terminated Schedules(s).

17. TERMINATION ASSISTANCE. Upon expiration or earlier termination of this 
Master Agreement or termination of Schedule A by either party for any reason, 
CSG will provide Customer, reasonable termination assistance for up to one 
hundred eighty (180) days relating to the transition to another vendor. This 
termination assistance will be provided to Customer at CSG's then standard rates
unless CSG has materially defaulted under the terms of the Master Agreement. If
this Master Agreement expires or is terminated earlier by CSG, then Customer 
will pay CSG, in advance, on the first day of each calendar month and as a 
condition to CSG's obligation to provide termination assistance to Customer 
during that month, an amount equal to CSG's reasonable estimate of the total 
amount payable to CSG for such termination assistance for that month.

(a) Definition. Customer and CSG will provide to each other or will come into 
possession information relating to each other's business, CSG's Products and
Services and the Incorporated Third Party Software which is considered
confidential (the "Confidential Information"). Customer acknowledges that
confidentiality restrictions are imposed by CSG's licensors or vendors.
Confidential Information schall include, without limitation, all of Customer's
and CSG's trade secrets, and all know-how, design, invention, plan or process
and Customer's date and information relating to Customer's and CSG's respective
business operations, services, products, research and development, CSG's
vendors' or licensors' information and products, and all other information that
is marked "confidential" or "proprietary" prior to or upon disclosure, or which,
if disclosed orally, is identified by the disclosing party at the time as being
confidential or proprietary and is confirmed by the disclosing party as being
Confidential Information in writing within thirty (30) days after its initial

(b) Restrictions. Each party shall use its reasonable best efforts to maintain 
the confidentiality of such Confidential Information and not show or otherwise 
disclose such Confidential Information to any third parties, including, but not 
limited to, independent contractors and consultants, without the prior written 
consent of the disclosing party. Each party shall use the Confidential 
Information solely for purposes of performing its obligations under this Master 
Agreement. Each party shall indemnify the other for any loss or damage the other
party may sustain as a result of the wrongful use or disclosure by such party 
(or any employee, agent, licensee, contractor, assignee or delegate of the other
party) of its Confidential Information. Customer will not allow the removal or 
defacement of any confidentiality or proprietary notice placed on any CSG 
documentation or products. The placement of copyright notices on these items 
will not constitute publication or otherwise impair their confidential nature.

(c) Disclosure. Neither party shall have any obligation to maintain the 
confidentiality of any Confidential Information which: (i) is or becomes
publicly available by other than unauthorized disclosure by the receiving party;
(ii) is independently developed by the receiving party; or (iii) is received
from a third party who has lawfully obtained such Confidential Information
without a confidentiality restriction. If required by any court of competent
jurisdiction or other governmental authority, the receiving party may disclose
to such authority, data, information or materials involving or pertaining to
Confidential Information to the extent required by such order or authority,
provided that the receiving party shall first have used its best efforts to
obtain a protective order or other protection reasonably satisfactory to the
disclosing party sufficient to maintain the confidentiality of such data,
information or materials. If an unauthorized use or disclosure of Confidential
Information occurs, the parties will take all steps which may be available to
recover the documentation and/or products and to prevent their subsequent
unauthorized use or dissemination.

                          THEIR RESPECTIVE COMPANIES