Loading...
HomeMy Public PortalAboutExhibit MIEC 58D Exhibit DExhibitD to any °filo any further prohibited use or disclosure; however, such remedial actions shall in no manner relieve 's obligations or liabilities for breach hereunder. 3. Limitations on Obligations. This Agreement shall not restrict disclosure or use of Confidential Information that: (a) was, at the time of receipt, otherwise known t restrictions as to use or disclosure, and was not received directly or indirectly o without m (b) was in the public domain at the time of disclosure into the public domain throw no br h of this Agreement by Confidential Information from r thereafter enters r those receiving (c) becomes known to-rom a source other than which source has no duty of confidentiality with respect to the information; is independently developed by allillwithout reliance on or access Confidential Information; or (e) is required to be disclosecamimment agency or bureau a court of law or equi wi co petent jurisdiction over provided that will first have provided th ro • t written notice of such required disc osure and will take reasonable steps to allow 11111111to see a o 've order with respect to the Confidential Inform 'o to be disclosed. will promptly cooperate with and assist at expense, in connection with obtaining such protective order. 4. No Warranty. WHETHER EXPRESS OR ! 'L CONFIDENTIAL INFORMATION. OF ANY KIND AS A RESULT OF CONFIDENTIAL INFORMATION, UNLESS SUCH RELIANCE OR USE IS EXPRESSLY PERMITTED IN A WRITTEN AGREEMENT SIGNED BY BOTH PARTIES. HEREBY DISCLAIMS ALL WARRANTIES, SPECT TO ANY AND ALL OF THE SHALL NOT BE LIABLE IN DAMAGES S RELIANCE ON OR USE OF ANY 5. No License. No license or conveyance of any rights held by either party under any discoveries, inventions, patents, trade secrets, copyrights, or other form of intellectual property is granted or implied by this Agreement or by the disclosure of any Confidential Information pursuant to this Agreement. 6. No Formal Business Obligations. This Agreement shall not constitute, create, give effect to or otherwise imply (i) a joint venture, pooling arrangement, partnership or formal business organization of any kind, or (ii) any obligation or commitment on either party to submit a proposal or to enter into a further contract or business relationship with the other party, or (iii) any obligation to disclose, supply or otherwise communicate any information, general or specific, to the other party. Nothing herein shall be construed as providing for the sharing of profits or losses arising out of efforts of either or both parties. 7. Confidentiality and Intellectual Property Notices. hall not (nor shall it permit or assist others to) alter or remove any confidentiality abell , proprietary label, patent marking, copyright notice or other legend placed on Confidential Information, and shall maintain and place any such notices or legends on applicable Confidential Information and copies thereof. The rights and obligations set forth in this Agreement shall take precedence over any inconsistent 2 specific legend contained on, or any statements made in connection with the disclosure of, any Confidential Information. 8. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State o!without regard to its conflicts of law principles. 9. Injunctive Relief and Damages. The arties hereby acknowledge that, due to the unique nature of the Confidential Information, remedies at law are inadequate and that ill suffer irreparable harm in the event of breach or threatened breach of any provision of this Agreement. Accordingly, in such event, .hall be entitled to seek preliminary and final injunctive relief without a requirement to post bond, as well as any and all other applicable remedies at law or in equity, including the recovery of damages. 10. Amendments; Waivers; Assignment. (a) This Agreement may be amended and any of its terms and conditions may be waived only by a written agreement signed by both parties. No provisions regarding the obligations of the parties with respect to Confidential Information set forth in any subsequent or contemporaneous agreement between the parties will take precedence over this Agreement unless (i) such provisions are specific to a particular business objective, license or other arrangement between the parties and (ii) either (A) such provisions are more stringent than those contained herein or (B) the subsequent agreement specifically refers to this Agreement and waives or amends the applicable provisions hereof. (b) The failure of either party at any time or times to require performance of any provision of this Agreement shall in no manner affect its rights at a later time to enforce the same. No waiver by either party of any condition or term shall be deemed to be a continuing waiver of such condition or term or any other condition or term. (c) This Agreement shall be binding upon and inure to the benefit of the heirs, successors and permitted assigns of the parties. Neither this Agreement nor the obligations of either party hereunder shall be assignable or transferable by such party without the prior written consent of the other party; provided thatjnay transfer this Agreement to any affiliate and either party may transfer this Agreement to a successor in interest without such written consent of the other party. Any attempted assignment of this Agreement without such consent shall be null and void and shall have no effect. Even after assignment of this Agreement, the assignor shall remain bound by its terms. 11. Notice. Any notice required to be given hereunder shall be in writing, sent to the addresses of the parties set forth below such party's signature and made to the attention of the persons executing this Agreement below. Such notice shall be deemed duly delivered on the date of hand -delivery, on the date of transmission if sent by facsimile (provided a copy of such notice is also sent by another means provided herein within one business day of such transmission), one day after deposit with an overnight courier with tracking capabilities, or five days after deposit in first class U.S. mail, postage prepaid, return receipt requested. 12. Termination and Survival. This Agreement shall commence as of the date written above and shall remain in effect until terminated by either party (i) giving thirty (30) days' written notice of termination to the other party at any time, or (ii) giving notice effective immediately following a material breach of this Agreement by the other party that is not susceptible to cure. 3 Any obligations imposed on the parties by this Agreement that should by their terms survive the termination of this Agreement shall so survive. 13. Entire Agreement; Counterparts. This Agreement constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof. All prior agreements, understandings and proposals, oral or written, between the parties with respect to the subject matter hereof are superseded by this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument. Signatures provided by facsimile or in portable document format (a/k/a pdf) shall be as valid and binding as inked original signatures. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above. By: By: Name: Name: Title: Title: Address: Address: Fax: Fax: 4