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Axis Professional Services
General Terms and Conditions
1 Scope and application. cannot be effectuated on the expected delivery date, then Axis
1.1 The terms and conditions detailed herein (the “GTC”) shall inform the Customer accordingly and advise when delivery
together with any Statement of Work (“SOW”) (collectively the is expected.
“Agreement”), apply to your (“Customer”, ”You,” or “Your”) 4 Acceptance
purchase from Axis of services related to the design, 4.1 Unless otherwise stated in the applicable SOW, if Customer
implementation, verification, use and maintenance of an IP reasonably believes that Axis did not perform the Professional
Surveillance System involving Axis’ network video products or Services or the Axis Deliverables (as defined below) in substantial
any other services purchased by You and provided by Axis as conformance with the applicable SOW, Customer shall notify Axis,
further detailed in an SOW (“Professional Services”). Axis and in writing, within ten (10) business days following Axis’ completion
Customer may be referred to herein collectively as the “Parties” of the Professional Services (the “Acceptance Period”).
and each individually as a “Party”. Customer’s notice must specifically identify and explain each
1.2 “Axis” means the Axis affiliate identified on the quote, order, alleged non-conformance with the terms of the applicable SOW.
SOW or invoice, or in the absence of an identified Axis affiliate, Axis will use reasonable efforts to correct Customer’s issues.
Axis Communications AB (corporate registration number 4.2 If Axis does not receive Customer’s notice under Section 4.1
556253-6143, with headquarters at Grenden 1, 223 69 Lund, within the Acceptance Period, the Professional Services and the
Sweden). Axis Deliverables (as defined below) will be deemed delivered and
1.3 In these GTC, the term “IP Surveillance System” means a accepted by Customer, and Customer will have waived any right
system that encompasses several or all of the following: IP of rejection.
surveillance cameras; IP Video encoders; Access control 5 Fees, expenses and payment
systems; Voice over IP equipment; I/O modules; cabling and 5.1 In consideration of the Professional Services provided,
infrastructure; computer hardware and software; and video Customer shall pay the fees specified in the applicable SOW, and
analytics. in accordance with the conditions and terms stated therein.
1.4 Axis is not bound by and hereby expressly rejects, and If Axis reasonably determines that Customer’s financial condition
Customer expressly waives, any terms and conditions in materially deteriorates after the Effective Date, Axis may suspend
Customer’s purchase order or other similar document. performance under this Agreement and any SOW until Customer
1.5 These GTC shall apply to all SOWs concluded between the provides reasonable security to Axis; if such security is not
Parties regarding Customer’s purchase of Professional provided to Axis within fifteen (15) days of the request, Axis may
Services from Axis. The Parties may amend or modify an terminate this Agreement or any SOW entered into hereunder
executed SOW by a written agreement signed by both Parties. immediately upon written notice to Customer. Axis’ acceptance of
1.6 In case of any inconsistency or conflict between, on the one any partial payment of an invoice will not waive its rights as to
side, the provisions of these GTC, and on the other side, any remaining balances, nor in any way constitute accord and
SOW, these GTC shall control and take precedence provided, satisfaction. Axis is entitled to any reimbursable expenses
however, that the terms of an SOW may supersede the terms associated with the collection of overdue amounts owed by
of these GTC, but only if specifically stated in the SOW and only Customer.
for Professional Services provided pursuant to that SOW. 5.2 Customer will pay all applicable federal, state and local sales,
Furthermore, these GTC shall take precedence over any use, value added, excise, duty and any other taxes of any nature
conditions and terms provided and/or agreed upon between assessed on the Professional Services or Axis Deliverables (as
You and any third party entitled to collect the fees for the defined below), except for taxes based on Axis’s revenue or
Professional Services in accordance with the applicable SOW. income. In addition, in case the payment, in whole or in part, does
1.7 The scope of this Agreement concerns Professional not occur within the agreed term, Axis reserves the right to
Services (as defined above) only, and this Agreement does not suspend deliveries or services in relation to all contracts with the
constitute a purchase agreement for products or other services given Customer until the date on which the balance is fully paid.
between Axis and Customer. Customer acknowledges that any 6 Intellectual Property Rights, Licenses
purchase of Axis products – whether based on product 6.1 Unless otherwise specified in an SOW, any deliverables such
recommendations provided as part of the Professional Services as drawings, guidelines, technical specifications, reports,
or not – must be made from an authorized Axis’ distributor or analyses, work products, software, designs, tools, tangible or
reseller. intangible, supplied by Axis as part of the Professional Services
2 Customer obligations and any modifications, improvements or derivative works of the
Customer acknowledges and agrees that any Professional foregoing resulting from or used in providing Professional
Services offered by Axis to Customer and the result thereof, will Services (“Axis Deliverables”) and any copyright and/or other
be highly dependent on information supplied by Customer to rights related to trademarks, trade secrets, patents, patent
SW39465537/1
Axis. Therefore, and as a condition to Axis’ obligations under applications or any other intellectual property or proprietary right,
this Agreement, Customer must provide such cooperation and however arising (“Intellectual Property Rights”) therein will remain
assistance as Axis reasonably requests in connection with the the exclusive property of Axis, regardless of whether Customer
Professional Services. Such cooperation and assistance will has contributed to the conception or participated in the
include, without limitation, (a) making Customer’s personnel development of Axis Deliverables except as provided in Section
available to Axis for consultation, (b) providing such access to 6.5 below.
Customer's (or Customer’s customers) premises, (c) 6.2 Unless otherwise specified in the SOW, and upon full and final
responding promptly to any Axis request to provide direction, payment of all fees and expenses owing to Axis under the
information, approvals, authorizations or decisions that are applicable SOW, Customer is hereby granted a nonexclusive,
reasonably necessary for Axis to perform Professional Services non-transferrable, non-sub-licensable license, unlimited in time,
in accordance with the requirements of this Agreement, and to, as applicable, (a) use any Axis Deliverables (or part thereof)
ensure that any information provided is complete and accurate for the sole purpose of designing, implementing, verifying, using
in all material respects and (d) obtaining and maintaining all and maintaining an IP Surveillance System in which Axis’ products
necessary licenses and consents and comply with all applicable are included and (b) allow its customers a right to use the Axis
laws, regulations and other requirements of any governmental Deliverables solely as required to make use of the IP Surveillance
authority, to the extent that such licenses, consents and law System in such customer’s business. Except as provided in this
relate to Customer's business, premises, personnel and Section 6.2, the Axis Deliverables may not be reproduced,
equipment, in all cases before the date on which the published or distributed without Axis’ prior written consent.
Professional Services are to start and during the Term. 6.3 In case the Axis Deliverables contain any software, the use of
3 Delivery any such software by the Customer and Customer’s customers is
Any time of delivery stated by Axis is Axis’ best estimate of a governed by and subject exclusively to the then current Axis
calculated delivery date. If Axis has reason to believe the delivery General Software License Agreement, which can be found at
www.axis.com.
6.4 With respect to any materials, documentation and software FROM CUSTOMER'S FAILURE TO COMPLY WITH THIS
that Customer provides to Axis for the purpose of providing CLAUSE.
Professional Services (“Customer Provided Materials”), Customer 10 Limitation of Liability
represents and warrants that Customer has the necessary rights 10.1 UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE
to provide the Customer Provided Materials to Axis, so that Axis LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL,
can access, use and modify Customer Provided Materials as EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND
necessary for Axis’ performance of the Professional Services. OR NATURE WHATSOEVER, WHETHER BASED ON
6.5 The Customer will retain ownership of any and all Intellectual CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE),
Property Rights in and to any Customer Provided Materials. Axis STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN
is hereby granted a non-exclusive license to use such materials ANY WAY RELATED TO THIS AGREEMENT, EVEN IF
for the sole purpose of providing professional services. ADVISED ON THE POSSIBILITY OF SUCH DAMAGE OR IF
7 Warranty SUCH DAMAGE COULD HAVE BEEN REASONABLY
7.1 Axis will perform the Professional Services in a competent and FORESEEN, AND NOTWITHSTANDING ANY FAILURE OF
professional manner. Employees or consultants of Axis ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY
performing the Professional Services will have the proper skill, PROVIDED. SUCH LIMITATION OF DAMAGES INCLUDES,
training and background to perform his or her assigned tasks. The BUT IS NOT LIMITED TO, DAMAGES FOR LOSS OF
Professional Services will be performed in accordance with the GOODWILL, LOSS OF PROFIT, REVENUE OR PRODUCTION,
applicable SOW, in all material respects. Notwithstanding the INTEREST ON INVESTMENTS, COST OF CAPITAL, LOSS OF
foregoing, Customer acknowledges and understands that Axis’ DATA OR SOFTWARE, COSTS OF PROCUREMENT OF
performance of the Professional Services under this Agreement SUBSTITUTE PRODUCTS, EQUIPMENT OR SERVICES,
or an applicable SOW is subject to and conditioned upon the DOWNTIME COSTS, CLAIMS OF CUSTOMER, WORK
timely cooperation, willingness, responsiveness and skill level of STOPPAGE, COMPUTER FAILURE OR MALFUNCTION OR
Customer and its applicable employees and the fulfillment of the IMPAIRMENT OF OTHER GOODS. THE LIMITATIONS OF
responsibilities of Customer set forth in this Agreement and any LIABILITY IN THIS SECTION 10.1 WILL NOT APPLY TO (A)
applicable SOW. CUSTOMER’S VIOLATION OF AXIS’ OR ITS LICENSORS’
7.2 Customer must notify Axis of any alleged breach of this INTELLECTUAL PROPERTY RIGHTS OR CUSTOMER’S USE
warranty before the end of the Acceptance Period. Axis’ entire OF THE AXIS DELIVERABLES IN A MANNER NOT
liability and Customer’s sole remedy for Axis’ breach of this EXPRESSLY AUTHORIZED BY THIS AGREEMENT; (B)
warranty will be for Axis to, at its option, (i) use reasonable efforts EITHER PARTY’S BREACH OF CONFIDENTIALITY UNDER
to correct that breach, or (ii) terminate the applicable SOW and THIS AGREEMENT; (C) CUSTOMER’S PAYMENT
refund that portion of any fees received that corresponds to that OBLIGATIONS UNDER THE SOW; (D) CUSTOMER’S BREACH
breach. OF SECTION 9; OR (E) ANY LIABILITY WHICH MAY NOT BE
7.3 The warranties in Section 7.1 do not apply to the extent that EXCLUDED BY APPLICABLE LAW.
the Professional Services have been modified by persons other 10.2 IF, NOTWITHSTANDING ANYTHING TO THE CONTRARY
than Axis’ employees or persons authorized by Axis. HEREIN, AXIS IS FOUND TO BE LIABLE TO CUSTOMER FOR
7.4 EXCEPT AS PROVIDED IN THIS SECTION 7, AND UNLESS ANY DAMAGE OR LOSS THAT ARISES OUT OF OR IS
OTHERWISE SPECIFIED IN AN SOW, AXIS PROVIDES ALL RELATED TO A SPECIFIC SOW, AXIS’ ENTIRE LIABILITY
PROFESSIONAL SERVICES AND AXIS DELIVERABLES “AS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE
IS” WITHOUT WARRANTY OF ANY KIND (WHETHER AMOUNT OF FEES PAID BY CUSTOMER FOR THE
EXPRESS OR IMPLIED), INCLUDING BUT NOT LIMITED TO PROFESSIONAL SERVICES PROVIDED BY AXIS UNDER SAID
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS SOW.
FOR A PARTICULAR PURPOSE, ACCURACY, RESULT, 11 Confidentiality
EFFORT, TITLE AND NON-INFRINGEMENT. THE ENTIRE 11.1 Information of a confidential nature that is provided by one
RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, Party (the “Disclosing Party”) to the other Party (the “Receiving
ACCURACY AND RESULTS OBTAINED WITH RESPECT TO Party”) in connection with the performance or implementation of
THE PROFESSIONAL SERVICES AND AXIS DELIVERABLES this Agreement and which, if in written form, is marked
PROVIDED HEREUNDER LIES WITH CUSTOMER. “confidential” or with a similar legend by the Disclosing Party
THE PROFESSIONAL SERVICES ARE RENDERED before being furnished to the Receiving Party, or if disclosed orally
BASED ON AXIS’ KNOWLEDGE AND EXPERIENCE OF THE or visually is identified as such prior to disclosure and followed in
GENERAL NEEDS OF SURVEILLANCE WITHIN THE writing setting forth such oral or visual information to be treated as
FIELDS OF CUSTOMER’S BUSINESS. CONSEQUENTLY, confidential and marked ‘confidential’ or with a similar legend and
AXIS DOES NOT WARRANT THAT THE PROFESSIONAL sent, by the Disclosing Party to the Receiving Party within thirty
SERVICES OR AXIS DELIVERABLES WILL FULFIL ANY OF (30) days of such oral or visual disclosure, shall be deemed to be
CUSTOMER’S PARTICULAR PURPOSES OR NEEDS. confidential information of the Disclosing Party hereunder
8 On site services (“Confidential Information”). Notwithstanding anything to the
For any Professional Services to be performed on Customer’s site, contrary herein, the existence of the Agreement and the terms and
Customer agrees to provide Axis with or arrange reasonable conditions hereof and the Axis Deliverables shall be Confidential
access to applicable documents, tools, equipment, facilities and Information of Axis, regardless of whether or not such information
systems of Customer for Axis to provide the Professional is marked or identified as “confidential”.
Services, provide a safe work environment for Axis personnel, 11.2 The Receiving Party shall have the right to: (a) use
promptly inform Axis of any safety hazards of which Customer Confidential Information only to extent allowed and for the
becomes aware that may impact Axis personnel, and notify Axis purposes set forth in this Agreement; (b) copy Confidential
of any onsite policies that may be applicable to Axis while Information only to the extent allowed and necessary for the
performing such Professional Services. purposes of this Agreement; and (c) disclose Confidential
9 Export control Information only to those of its employees or consultants who
Customer represents and warrants that the Professional Services need to know said information and pursuant to the limitations set
do not require the disclosure by Customer to Axis of any export forth this Section 11.2(a)-(b).
controlled technology or technical data identified on any U.S. 11.3 The Receiving Party will take all reasonable measures to
export control list and or other applicable export control lists, avoid disclosure, dissemination or unauthorized use of Disclosing
including but not limited to the U.S. International Traffic in Arms Party’s Confidential Information and shall exercise the same
Regulations and U.S. Export Administration Regulations. degree of care in safeguarding the Confidential Information of the
Customer is responsible for notifying Axis and receiving Disclosing Party that it would exercise for its own information of
confirmation in writing by Axis to agree to receive such data prior the same type provided that no less than reasonable care be
to sending it. AXIS DOES NOT ACCEPT EXPORT used.
CONTROLLED INFORMATION WITHOUT PRIOR 11.4 The confidentiality obligation shall not apply to any material
CONFIRMATION IN WRITING BY AXIS. CUSTOMER SHALL or information which: (a) is generally available or otherwise public;
INDEMNIFY AND HOLD AXIS HARMLESS FOR ALL CLAIMS, (b) the Receiving Party has received from a third party without any
DEMANDS, DAMAGES, COSTS, FINES, PENALTIES, obligation of confidentiality; (c) was in the possession of the
ATTORNEY'S FEES, AND ALL OTHER EXPENSES ARISING Receiving Party prior to receipt of the same from the Disclosing
Party without any obligation of confidentiality related thereto; (d)
the Receiving Party has developed independently without using as such fulfillment is prevented or delayed in whole or in part by
material or information received from the Disclosing Party; or (e) strikes, lockouts, or other labor disturbances or by causes beyond
the Receiving Party must disclose pursuant to a law, decree, or its reasonable control, such as fire, flood, war, embargoes,
other order issued by the authorities or judicial order, but only after blockades, riots, governmental interference, Acts of God and
the Receiving Party has provided the Disclosing Party with written defects or delays in deliveries by subcontractors if caused by any
notice of such requirement (unless legally prohibited) so that circumstances referred to in this Section.
appropriate protective orders or other legal remedies may be 15.2 If by reason of any circumstances as above mentioned, the
sought by the Disclosing Party. fulfillment of an Agreement becomes impossible for more than
11.5 Each Party shall, through confidentiality undertakings with its ninety (90) consecutive days then either Party shall be entitled to
employees and consultants, or through other appropriate terminate the Agreement by written notice to the other Party.
measures, ensure compliance with the above duty of 16 Amendments
confidentiality. No addition to or modification of any provision of this Agreement
11.6 Each Party shall cease using Confidential Information shall be binding upon the Parties unless made by a written
received from the other Party promptly upon termination of this instrument signed by a duly authorized representative of each of
Agreement or when the Party no longer needs the material or the Parties.
information in question for the purpose stated in this Agreement 17 Entire agreement
and, unless the Parties separately agree on the destruction of This Agreement, together which each fully-executed SOW and/or
such material, return the material in question (including all copies Axis Standard Software License Agreement, shall constitute the
thereof). Each Party shall, however, be entitled to retain the copies entire understanding and agreement between Customer and Axis
required by law or regulations. with respect to the Professional Services and the Axis
11.7 The Receiving Party acknowledges that disclosure or use of Deliverables and supersedes all prior or contemporaneous
the Disclosing Party’s Confidential Information in violation of this agreements, understandings, proposals and communications,
Section 11 could cause irreparable harm to Disclosing Party for oral or written, regarding such subject matter. Terms contained in
which monetary damages may be difficult to ascertain or an any preprinted forms of Customer, or other documentation or
inadequate remedy. The Disclosing Party will have the right, in electronic procurement system, including, without limitation, terms
addition to its other rights and remedies, to injunctive relief for any contained in any purchase order, invoice, written or electronic
violation of this Section 11 by the Receiving Party without posting communication or correspondence, or clickwrap/click-through
bond or by posting bond at the lowest amount required by law. agreement, are null and void and without effect. Neither Party is
11.8 The rights and obligations under this Section 11 shall survive relying on any representation, warranty, assurance or inducement
the termination or cancellation of this Agreement and shall remain not expressly set forth herein.
in force for three (3) years after such termination or cancellation. 18 Publicity
12 Subcontractors No press release or public announcement of any kind, nor issuing
12.1 Unless otherwise specified in an SOW, Axis shall have the of any promotional material, relating to an order or this Agreement
right to engage a subcontractor to fulfil its obligations under the or its contents shall be made by either Party without the other
Agreement, provided that Axis shall have in place agreements Party’s written approval.
with such subcontractors sufficient to enable Axis to comply with 19 Assignment
its obligations under this Agreement and shall remain responsible This Agreement shall be binding upon and inure to the benefit of
for the Services provided by such subcontractors hereunder. the successors and assignees of the Parties. Subject to Section
12.2 Notwithstanding anything to the contrary, Axis shall at all 12 above, neither Party shall have the right to assign this
times be entitled to engage a subcontractor for sending invoices Agreement or any of its rights or obligations hereunder to any third
and collecting payment, and any and all actions or undertaking party without the prior written consent of the other Party, save that
related hereto, for Professional Services as stated in and in Axis shall have a right to assign this Agreement or any of its rights
accordance with the SOW. or obligations hereunder to any of its affiliates and/or companies
13 Term and termination within the Axis group of companies without the prior written
13.1 These GTC shall remain in effect from the effective date consent of the Customer.
specified in the SOW through the completion of the Professional 20 Miscellaneous
Services contemplated in the SOW. 20.1 No consent or waiver, express or implied, by either Party of
13.2 Each Party shall be entitled to terminate this Agreement with any breach or default of the other Party in performing its
immediate effect if (a) the other Party is in material breach of any obligations under this Agreement shall be deemed or construed to
of its obligations hereunder and – where capable of remedy – fails be a consent or waiver of any other breach or default by the other
to remedy the breach within thirty (30) days from written notice to Party of the same or any other obligation hereunder. Any failure
do so; or (b) the other Party is placed in bankruptcy, enters into by one Party to complain of any act or failure to act of the other
composition negotiations with its creditors, enters into liquidation, Party or to declare that other Party in default shall not constitute a
applies for or is subject to financial reorganization or otherwise is waiver by the first Party of its rights under this Agreement. No
or may be assumed to be insolvent. waiver of any rights under this Agreement shall be effective unless
13.3 The terms and conditions contained in this Agreement that in writing and signed by the Party purporting to give the same.
by their sense and context are intended to survive the 20.2 If any of the terms and provisions of this Agreement is
performance hereof shall so survive the termination of this determined to be void, voidable, illegal, invalid or unenforceable
Agreement, including but not limited to Sections 6, 7.4, 9, 10, 18 by any court of competent jurisdiction, the Parties shall amend that
and 21 provision in such reasonable manner as achieves the intention of
14 Independent contractors the Parties without illegality or, at the discretion of the Parties,
The Parties hereto are, and shall remain at all times during this such provision may be severed from this Agreement and the
Agreement, independent contractors. Neither Party (nor any remaining provisions shall remain in full force and effect as if such
agent, representative or employee of that Party) is the terms and provisions had not been a part of this Agreement. 20.3
representative of the other Party for any purpose, and neither All notices and statements shall be in writing and shall be
Party has the power or authority as agent, employee or in any delivered by email to the intended Party at the address and to the
other capacity to represent, act for, bind or otherwise create or contact person set forth in the SOW (unless notification of a
assume any obligation on behalf of the other Party for any purpose change of address and contact person is given in writing). Notice
whatsoever. Neither this Agreement nor the performance of the shall be deemed delivered on the date that the email is received.
Professional Services shall, or be deemed to, create a However, if the time of deemed receipt of any notice is not before
partnership, joint venture, agency, fiduciary or employment 5.30 p.m. Customer’s local time on a business day, then the notice
relationship or any other legal relationship between the Parties. is deemed to have been received at the commencement of
Axis' personnel shall not be deemed employees or agents of business on the next business day.
Customer, and Axis has and hereby retains the right to exercise 20.4 The article, section and paragraph headings contained in this
full control of and supervision over the performance, employment, Agreement are for reference purposes only and shall not affect in
direction, compensation and discharge of any and all of Axis’ any way the meaning or interpretation of this Agreement. 20.5 The
employees performing Professional Services hereunder. 15 provisions of this Agreement are for the sole benefit of the Parties
Reliefs and their respective permitted successors and assigns and
15.1 Each Party shall be excused from fulfillment of any nothing in this Agreement, express or implied, confers on any
obligations under an Agreement to the extent that and for so long
other Person any legal or equitable right, benefit or remedy of any
nature whatsoever under or by reason of this Agreement.
21 Governing Law and Arbitration
21.1 If the Professional Services are purchased from Axis
Communications AB, the following shall apply: this Agreement
shall be deemed performed in and shall be construed and
governed by the laws of Sweden, excluding its choice of law
provisions. Any dispute, controversy or claim arising out of or in
connection with this Agreement, or the breach, termination or
invalidity thereof, shall be finally settled by arbitration
administered by the Arbitration Institute of the Stockholm
Chamber of Commerce (the “SCC”). The Rules for Expedited
Arbitrations shall apply, unless the SCC in its discretion
determines, taking into account the complexity of the case, the
amount in dispute and other circumstances, that the Arbitration
Rules shall apply. In the latter case, the SCC shall also decide
whether the Arbitral Tribunal shall be composed of one or three
arbitrators. The seat of arbitration shall be Lund, Sweden. The
language to be used in the arbitral proceedings shall be English.
21.2 If the Professional Services are purchased from Axis
Communications Inc., the following shall apply: this Agreement
shall instead be governed by the substantive law of the
Commonwealth of Massachusetts, USA. Any dispute, controversy
or claim arising out of or in connection with this Agreement, or the
breach, termination or invalidity thereof, shall be finally settled by
arbitration in accordance with the Rules of Arbitration of the
International Chamber of Commerce. The arbitral tribunal shall be
composed of three arbitrators. The seat and place of arbitration
shall be Boston, Massachusetts. The language to be used in the
arbitral proceedings shall be English. 21.3 The parties undertake
and agree that all arbitral proceedings conducted with reference
to this arbitration clause will be kept strictly confidential. This
confidentiality undertaking shall cover, inter alia, all information
disclosed in the course of such arbitral proceedings, as well as
any decision or award that is made or declared during the
proceedings. Information covered by this confidentiality
undertaking may not, in any form, be disclosed to a third party
without the written consent of the other parties. Notwithstanding
the above, a party shall not be prevented from disclosing such
information in order to safeguard in the best possible way his
rights vis-à-vis the other parties in connection with the dispute, or
if obligated to do so pursuant to statute, regulation, a decision by
an authority, a stock exchange agreement or similar.