kozue13/Contracts · Datasets at Hugging Face

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such protective order, other remedy or waiver is not obtained, the party
required to make the disclosure shall furnish only that portion of the
Evaluation Material that such party determines, alter consulting with
counsel, is required to disclose and shall exercise all reasonable efforts to
preserve the confidentiality of the other party’s Evaluation
Material.
7.
Termination of Discussions.
This Agreement and all rights and obligations
hereunder shall terminate on the second anniversary of the Effective Date.
Promptly upon notice from either party that it does not wish to proceed with
the Transaction, each party shall return to the other party or destroy all
copies of the Evaluation Material (including all documents based thereon)
in its possession or in the possession of its Representatives, except that
outside counsel to the receiving party may retain one copy of the
Evaluation Material for archival purposes and solely to comply with
applicable law, rule or regulation.
Notwithstanding the return or destruction
of the Evaluation Material, each party and its Representatives will continue
to be bound by its obligations of confidentiality and other obligations
hereunder for a period ending on the second anniversary of the Effective Date.
8.
Definitive Agreements.
Unless and until a final definitive agreement,
regarding the Transaction has been executed, no contract or agreement
with respect to the Transaction shall be deemed to exist between the
parties and neither party will be under any legal obligation whatsoever with
respect to the Transaction by virtue of this Agreement except for the
matters specifically agreed to herein.
The term “definitive agreement”
does not include a term sheet or any other preliminary written agreement.
Each party reserves the right, in its sole discretion, to provide or
not
provide Evaluation Material under this Agreement, to reject any and
all
proposals with regard to the Transaction and to terminate discussions and
negotiations at any time.
9.
Entire Agreement.
This Agreement sets forth the entire agreement
with respect to the Evaluation Material disclosed hereunder and
supersedes all prior or contemporaneous agreements concerning such
Evaluation Material, whether written or oral.
All additions or modifications
to this Agreement must be made in writing and must be signed by both
parties.
10.
Miscellaneous.
Each party agrees to be responsible for any breach of
this Agreement by any of its Representatives.
In case any provision of this
Agreement shall be.
invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions of the Agreement shall not in
any way be affected or impaired thereby,

11.
Governing Law, Jurisdiction.
This Agreement and all matters arising
out of or relating to this Agreement shall be governed by the procedural
and substantive laws of the state of California and shall be deemed
executed in Redwood City, California.
Any legal action or proceeding
relating to this Agreement shall be instituted exclusively in any state or
federal court In San Francisco or San Mateo County, California.
Company
and Oracle irrevocably and unconditionally agree to submit to the exclusive
jurisdiction of, and agree that the venue is proper in, the aforesaid courts in
any such legal action or proceeding.
12.
Relief.
Each party agrees that money damages will not be a sufficient
remedy for any breach of this Agreement by it or its Representatives, and
that the other party is entitled specific performance and injunctive relief as
remedies for any such breach.
Such remedies shall not be deemed to be
exclusive remedies for a breach of this Agreement but shall be in addition
to all other remedies available at law or equity.
ORACLE CORPORATION


HYPERION SOLUTIONS CORPORATION







By:
/s/ Douglas Kehring


By: /s/ Mark Cochran


Name: Douglas Kehring


Name: Mark Cochran

such protective order, other remedy or waiver is not obtained, the party

required to make the disclosure shall furnish only that portion of the

Evaluation Material that such party determines, alter consulting with

counsel, is required to disclose and shall exercise all reasonable efforts to

preserve the confidentiality of the other party’s Evaluation

Material.

7.

Termination of Discussions.

This Agreement and all rights and obligations

hereunder shall terminate on the second anniversary of the Effective Date.

Promptly upon notice from either party that it does not wish to proceed with

the Transaction, each party shall return to the other party or destroy all

copies of the Evaluation Material (including all documents based thereon)

in its possession or in the possession of its Representatives, except that

outside counsel to the receiving party may retain one copy of the

Evaluation Material for archival purposes and solely to comply with

applicable law, rule or regulation.

Notwithstanding the return or destruction

of the Evaluation Material, each party and its Representatives will continue

to be bound by its obligations of confidentiality and other obligations

hereunder for a period ending on the second anniversary of the Effective Date.

8.

Definitive Agreements.

Unless and until a final definitive agreement,

regarding the Transaction has been executed, no contract or agreement

with respect to the Transaction shall be deemed to exist between the

parties and neither party will be under any legal obligation whatsoever with

respect to the Transaction by virtue of this Agreement except for the

matters specifically agreed to herein.

The term “definitive agreement”

does not include a term sheet or any other preliminary written agreement.

Each party reserves the right, in its sole discretion, to provide or

not

provide Evaluation Material under this Agreement, to reject any and

all

proposals with regard to the Transaction and to terminate discussions and

negotiations at any time.

9.

Entire Agreement.

This Agreement sets forth the entire agreement

with respect to the Evaluation Material disclosed hereunder and

supersedes all prior or contemporaneous agreements concerning such

Evaluation Material, whether written or oral.

All additions or modifications

to this Agreement must be made in writing and must be signed by both

parties.

10.

Miscellaneous.

Each party agrees to be responsible for any breach of

this Agreement by any of its Representatives.

In case any provision of this

Agreement shall be.

invalid, illegal or unenforceable, the validity, legality

and enforceability of the remaining provisions of the Agreement shall not in

any way be affected or impaired thereby,

11.

Governing Law, Jurisdiction.

This Agreement and all matters arising

out of or relating to this Agreement shall be governed by the procedural

and substantive laws of the state of California and shall be deemed

executed in Redwood City, California.

Any legal action or proceeding

relating to this Agreement shall be instituted exclusively in any state or

federal court In San Francisco or San Mateo County, California.

Company

and Oracle irrevocably and unconditionally agree to submit to the exclusive

jurisdiction of, and agree that the venue is proper in, the aforesaid courts in

any such legal action or proceeding.

12.

Relief.

Each party agrees that money damages will not be a sufficient

remedy for any breach of this Agreement by it or its Representatives, and

that the other party is entitled specific performance and injunctive relief as

remedies for any such breach.

Such remedies shall not be deemed to be

exclusive remedies for a breach of this Agreement but shall be in addition

to all other remedies available at law or equity.

ORACLE CORPORATION

HYPERION SOLUTIONS CORPORATION

By:

/s/ Douglas Kehring

By: /s/ Mark Cochran

Name: Douglas Kehring

Name: Mark Cochran