premise: CONFIDENTIALITY AGREEMENT
  This Confidentiality Agreement (this "Agreement"), is made this 6th day of March, 2000, by and between DUNC, LLC, a Delaware limited liability company (the "COMPANY") and NORTHWEST AIRLINES, INC., a Minnesota corporation ("INVESTOR"). Capitalized terms used and not defined herein shall have the meanings set forth in the LLC Agreement (as defined below).
  RECITALS
  WHEREAS, the Investor has entered into a Subscription Agreement of even date herewith pursuant to which it will its purchase membership interests in the Company and become a member of the Company; and
  WHEREAS, the Investor previously entered into that certain Limited Liability Company Agreement of the Company, dated as of February 9, 2000 (the LLC Agreement"), pursuant to which the Company was formed with Investor as one of the Initial Members:
  WHEREAS, in connection with the conduct of the Company's operations, each of the Company and Investor (each a "Party" and, collectively, the "Parties") may disclose certain confidential and proprietary information regarding the conduct of each Party's respective business activities; and
  WHEREAS, the Parties desire to provide appropriate protection for the exchange of such confidential and proprietary information and to establish the terms under which such information shall be disclosed.
  NOW THEREFORE, in consideration of the premises, covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby agree, as follows:
  1. CONFIDENTIAL INFORMATION. Confidential Information shall mean:
  (a) any data or information that is supplied by either Party (which will be deemed to include, in the case of the Company, any data or information with respect to any Member of the Company supplied by the Company or such Member to the Investor in connection with the operation of the Company or the performance of any obligation, or the exercise of any rights, under the LLC Agreement or any Related Agreement), including by its Affiliates (the "DISCLOSING PARTY"), or the agents, employees, authorized representatives or nominees thereof (such persons being referred to collectively as the REPRESENTATIVES") to the other Party including its Affiliates (the "RECEIVING PARTY") (or the Representatives of the Receiving Party) including, but not limited to, information regarding: products and services planning, marketing strategies, strategic and business plans, finance, operations, customer relationships, customer profiles, sales estimates and internal performance results relating to the past, present or future business activities of the Disclosing Party and its owners, customers, clients and suppliers;
  (b) any scientific or technical information, design, process, procedure, formula, or improvement that is supplied by the Disclosing Party or its Representatives to the Receiving Party or its Representatives;
  (c) all confidential or proprietary concepts, documentation. reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, information, know-how and trade secrets, whether or not patentable or subject to copyright, supplied by the Disclosing Party or its Representatives to the Receiving Party or its Representatives; and
  (d) without limitation, all documents, inventions, drawings, diagrams, specifications, bills of material, equipment, prototypes and models, and any other tangible manifestation of the foregoing supplied by the Disclosing Party or us Representatives to the Receiving Party or its Representatives.
  2. CONFIDENTIALITY OBLIGATIONS. Except as expressly authorized by prior written consent of the Disclosing Party, the Receiving Party shall:
  (a) limit access to any Confidential Information received by it solely to its Representatives who have a need to know such in connection with any current or future negotiations or arrangements between the Receiving Party and the Disclosing Party, including, without limitation in connection with the membership of the Investor in the Company and any commercial arrangements between the Investor and the Company and only for use in connection therewith. The Investor may provide access to and may disclose Confidential Information of the Company to any other Member of the Company in connection with such Member's participation as a Member of the Company. The Disclosing Party hereby consents to, and represents and warrants that it has obtained from its applicable Affiliates their consent to the use by the Receiving Party of any information received by the Receiving Party in connection with the above-referenced negotiations or arrangements;
  (b) advise its Representatives having access to the Confidential Information of the proprietary nature thereof and of the obligation set forth in this Agreement;
  (c) take appropriate action by instruction or agreement with its Representatives having access to the Confidential Information to fulfill its obligations under this Agreement;
  (d) safeguard all Confidential Information received by it using a reasonable degree of care and discretion to avoid disclosure, publication or dissemination of such Confidential Information, but not less than that degree of care and discretion used by the Receiving Party in safeguarding its own similar information or material that it does not wish to disclose, publish or disseminate; and
  (e) use all Confidential Information received by it for the purposes described in subsection (a) of this Section 2 and for no other purpose whatsoever.
  3. DESTRUCTION OF CONFIDENTIAL INFORMATION UPON REQUEST. Upon the request of the Disclosing Party, the Receiving Party shall (i) destroy all memoranda, notes, records, drawings, manuals, other documents or materials and any other manifestation (and all copies thereof) pertaining to or arising from the Confidential Information in any form or medium (whether written, typewritten, recorded, electronic or otherwise) and (ii) at the option of the Receiving Party, either return to the Disclosing Party or destroy the Confidential Information supplied by the Disclosing Party or its Representatives. Upon the return and/or destruction of such materials, the Receiving Party agrees to certify, in writing, that all of the foregoing materials have been destroyed or surrendered to the Disclosing Party.
  4. EXCEPTIONS TO CONFIDENTIALITY. The obligation of confidentiality and restriction on use in Section 2 hereof shall not apply to any Confidential Information that the Receiving Party proves:
  (a) was in the public domain prior to the date of this Agreement or subsequently came into the public domain other than as a result of disclosure by the Receiving Party;
  (b) was received by the Receiving Party from a third party free of any obligation of confidence of the Receiving Party to such third party; provided that such third party is not known by the Receiving Party, after reasonable diligence, to be bound by a confidentiality agreement with or other obligation of secrecy to the Disclosing Party;
  (c) was already in the possession of or known to the Receiving Party, without obligation of confidentiality, prior to receipt thereof, directly or indirectly, from the Disclosing Party;
  (d) is requested to be disclosed in a judicial or administrative law, regulation or proceeding after all reasonable legal remedies for maintaining such information in confidence have been exhausted, including, but not limited to, giving the Disclosing Party reasonable advance notice of the potential for such disclosure and allowing the Disclosing Party to seek a protective order concerning such disclosure; or
  (e) is subsequently and independently developed by employees, consultants or agents of the Receiving Party without reference to the Confidential Information of the Disclosing Party disclosed under this Agreement.
  5. RIGHTS IN CONFIDENTIAL INFORMATION. Except as specifically provided for herein, this Agreement does not confer any right, license, interest or title in, to or under the Disclosing Party's Confidential Information to the Receiving Party. No license is hereby granted to the Receiving Party, by estoppel or otherwise, under any patent, trademark, copyright, trade secret or other proprietary rights of the Disclosing Party. Title to the Disclosing Party's Confidential Information shall remain solely in the Disclosing Party.
  6. TERMINATION. This Agreement may not be terminated except following Withdrawal by the Investor pursuant to the terms of the LLC Agreement. The obligations of confidentiality and limitations on use under this Agreement shall survive termination of this Agreement for a period of five (5) years from the execution of this Agreement; PROVIDED,
  HOWEVER, notwithstanding the term of this Agreement, any provisions hereof that by their nature extend beyond such term or termination shall remain in effect beyond such term or termination under this Section 6 until fulfilled and shall apply to either Party's successors and assigns.
  7. EQUITABLE RELIEF. Each Party agrees that money damages would not be a sufficient remedy for breach of the confidentiality and other obligations of this Agreement. Accordingly, in addition to all other remedies that each Party may have, each Party shall be entitled to specific performance and injunctive relief or other equitable relief as determined by a court of competent jurisdiction as a remedy for any breach of this Agreement. Each Party agrees to waive any requirement for a bond in connection with any such injunctive or other equitable relief.
  8. GOVERNING LAW. This Agreement and performance thereunder shall be governed by the laws of the State of Delaware, excluding its conflicts of laws rules.
  9. THIRD PARTY BENEFICIARIES. This Agreement may be enforced by any Member of the Company with respect to any information or data regarding such Member disclosed by the Investor m violation of this Agreement. Except as set forth in the preceding sentence, nothing in this Agreement shall provide any benefit to any third party or entitle any third party to any claim, cause of action, remedy or right of any kind, it being the intent of the Parties that this Agreement shall not be construed as a third party beneficiary contract.
  IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
  COMPANY:
  DUNC, LLC
  By: /s/ Michael S. Praven
  Name: Michael S. Praven
  Title: Vice President
  INVESTOR:
  NORTHWEST AIRLINES, INC.
  By: /s/ A.M. Lenza
  Name: A.M. Lenza
  Title: Vice-President
  