Injunction, Termination, and Retention of Rights

(a) Injunction. Recipient agrees that: (i) no adequate remedy exists at law if it breaches any of its obligations in Section __ (Nondisclosure); (ii) it would be difficult to determine the damages resulting from its breach of Section __ (Nondisclosure), and such breach would cause irreparable harm to Discloser; and (iii) a grant of injunctive relieve provides the best remedy for any such breach, without any requirement that Discloser prove actual damage or post a bond or other security. Recipient waives any opposition to such injunctive relief or any right to such proof, bond, or other security. (This Subsection __(a) does not limit either party’s right to injunctive relief for breaches not listed.)

(b) Survival. The obligations of Section __ above (Nondisclosure) will survive termination or expiration of this Agreement. 

(c) Return and Retention of RightsUpon termination of this Agreement for any reason, Recipient shall return all copies of Confidential Information to Discloser or certify, in writing, the destruction thereof. However, the provisions above of this Subsection __(c) do not apply to Confidential Information to the extent incorporated into Software or Deliverables. This Section (Confidential Information) does not transfer ownership of Confidential Information or grant a license thereto. Discloser retains all right, title, and interest in and to all Confidential Information, except as set forth in Section __ (License).

Subsection (c) is an updated version of the text in The Tech Contracts Handbook.