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in the affected portion will be severed. Any awards resulting from the proceeding or otherwise <br />provided will be allocated between the Village and OneCommunity in accordance with such <br />interests. In addition, the Village and OneCommunity will each be entitled to claim and receive <br />the portion of the total award attributable to its interest in the System and may claim damages <br />payable on account of relocation or re-routing expenses relating to the System. Except to the <br />extent set forth in this Section, the provisions of Sections 3.4 will apply to any relocation <br />resulting from a Taking. <br />Section 11. Default. <br />11.1 The occurrence of any one or more of the following events will constitute a default under <br />this Agreement: <br />11.1.1 Failure by the Village to make any payment contemplated under Section 3 herein <br />when due, or failure to make any other payments or other compensation payable by the Village <br />to OneCommunity under the terms of this Agreement, upon the expiration of thirty (30) days <br />from receipt of written notice ("Notice of Default") from OneCommunity; or <br />11.1.2 Failure by either Party in performing any other term, covenant, or condition of <br />this Agreement or the inaccuracy in any material respect of any representation or warranty made <br />by either Party to the other, upon Notice of Default. <br />11.2 The Party failir,~g to perform will not be deemed to be in default if such Party, prior to the <br />expiration of said thirty (30) days, has cured such failure as set forth in the Notice of Default. <br />With respect to any non-monetary default that cannot reasonably be cured within thirty (30) <br />days, the default will not be deemed to be uncured if the defaulting party commences cure within <br />thirty (30) days for so long as the defaulting party is diligently prosecuting the cure thereof. <br />11.3 If the defaulting; party fails to pay any sum of money required to be paid by such Party to <br />a person or entity other than the non-defaulting party or fails to perform any other act to be <br />performed by such defaulting party hereunder, and such failure continues for thirty (30) days <br />after Notice of Default:, the non-defaulting party may, but will not be so obligated, and without <br />waiving or releasing thie defaulting party from any of its obligations, make any such payment or <br />perform any such other act on the defaulting party's part to be made or performed as provided in <br />this Agreement, all, should the non-defaulting party so elect, at the expense of the defaulting <br />pattY• <br />Section 12. Confidentiality <br />12.1 Confi;dentialit3~ Obligation. If either Party provides confidential information to the <br />other or, if in the course of performing under this Agreement or negotiating this Agreement a <br />Party learns confidential information regarding the facilities or plans of the other, the receiving <br />Party will (a) protect the confidential information from disclosure to third parties with the same <br />degree of care accorded its own confidential and proprietary information, but in any case with at <br />least reasonable care and (b) refrain from using such confidential information except in <br />negotiating or performing under this Agreement. Notwithstanding the above, a Party may <br />provide such confidential information to its directors, officers, members, managers, employees, <br />12 As of 01/29/2009 <br />