TOOLING AND EQUIPMENT.
SUPPLIER SHALL PROVIDE TOOLING
THAT IS NOT SPECIFIC TO THE PRODUCT AT ITS OWN EXPENSE.
PURCHASER SHALL PAY FOR
OR OBTAIN AND CONSIGN TO SUPPLIER FOR ITS USE ANY PRODUCT-SPECIFIC TOOLING AND
OTHER REASONABLY NECESSARY NON-RECURRING EXPENSES SPECIFIC TO THE PRODUCT, AS
SUCH TOOLING AND EXPENSES ARE DESCRIBED ON EXHIBIT B (AS UPDATED BY THE PARTIES)
OR OTHERWISE APPROVED IN WRITING BY PURCHASER ("SET-UP PROPERTY").
PURCHASER
SHALL OWN TITLE TO ALL SET-UP PROPERTY.
SUPPLIER SHALL HOLD AND MAINTAIN ALL
SET-UP PROPERTY FOR PURCHASER AND SHALL EXERCISE REASONABLE CARE IN THE USE AND
CUSTODY OF SUCH PROPERTY AND SHALL USE SUCH PROPERTY ONLY IN PERFORMING ITS
OBLIGATIONS UNDER THIS AGREEMENT.
PURCHASER WILL BEAR RESPONSIBILITY FOR REPAIR
TO SET-UP PROPERTY RESULTING FROM NORMAL WEAR AND TEAR.
SUPPLIER WILL BEAR
RESPONSIBILITY FOR LOSS OF OR DAMAGE TO SET-UP PROPERTY RESULTING FROM
SUPPLIER'S NEGLIGENCE.
SUPPLIER WILL MARK ALL SET-UP PROPERTY TO CLEARLY
IDENTIFY IT AS BEING THE PROPERTY OF PURCHASER.
SUPPLIER SHALL NOT GRANT ANY
SECURITY INTEREST, INCUR ANY LIENS OR ANY OTHER ENCUMBRANCES ON SAID SET-UP
PROPERTY.
UPON ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR UPON
PURCHASER'S WRITTEN REQUEST, SUPPLIER WILL PROMPTLY RETURN ALL SET-UP PROPERTY
IN GOOD AND WORKABLE CONDITION, WITH THE EXCEPTION OF NORMAL WEAR AND TEAR, TO A
LOCATION IDENTIFIED BY PURCHASER AT PURCHASER'S COST.
SUPPLIER AGREES THAT
EQUIPMENT USED TO MANUFACTURE PRODUCT SHALL BE CALIBRATED AND TRACEABLE TO NIST
STANDARDS, AND BE VALIDATED AS APPROPRIATE.
11.
CONFIDENTIALITY; PRESS RELEASES.
11.1
CONFIDENTIALITY.
THE PURCHASER AND THE SUPPLIER
WILL BE EXCHANGING CONFIDENTIAL INFORMATION (AS DEFINED HEREIN) RELATING TO THE
PRODUCTS AND THEIR MANUFACTURE, AND RELATING TO THE SERVICES PROVIDED BY
SUPPLIER PURSUANT TO EXHIBIT C, AT THE INCEPTION OF AND FROM TIME TO TIME DURING
THE TERM OF THIS AGREEMENT AND THE PURCHASER MAY HAVE ACCESS TO OR OBSERVE THE
CONFIDENTIAL INFORMATION OF SUPPLIER.
FOR THE PURPOSES OF THIS AGREEMENT,
"CONFIDENTIAL INFORMATION" MEANS ANY AND ALL INFORMATION OR PROPRIETARY
MATERIALS (IN EVERY FORM AND MEDIA) NOT GENERALLY KNOWN IN THE RELEVANT TRADE OR
INDUSTRY MADE AVAILABLE BY EITHER PARTY (IN SUCH CASE, THE "DISCLOSING PARTY")
TO THE OTHER (IN SUCH CASE, THE "RECEIVING PARTY") IN CONNECTION WITH THE
EFFORTS CONTEMPLATED HEREUNDER AND WHICH IS MARKED OR OTHERWISE IDENTIFIED AS
CONFIDENTIAL OR WHICH BY ITS NATURE WOULD REASONABLY BE CONSIDERED TO BE
CONFIDENTIAL, INCLUDING (I) ALL INTELLECTUAL PROPERTY, (II) EXISTING OR
CONTEMPLATED PRODUCTS, SERVICES, DESIGNS, INVENTIONS, TECHNOLOGY, PROCESSES,
TECHNICAL DATA, ENGINEERING, TECHNIQUES, METHODOLOGIES AND CONCEPTS AND ANY
INFORMATION RELATED THERETO, INFORMATION RELATING TO BUSINESS PLANS, SALES OR
CUSTOMER LISTS OR REQUIREMENTS, MANUFACTURING, FINANCIAL, MARKETING OR TECHNICAL
INFORMATION SUCH AS SPECIFICATIONS, MANUFACTURING METHODS, PRICE GUIDELINES,
FUTURE PRODUCT RELEASES, TRADE SECRETS, KNOW-HOW, INVENTIONS, TECHNIQUES,
PROCESSES, PROGRAMS, SCHEMATICS, DATA, CUSTOMER LISTS, AND SALES AND MARKETING
PLANS OR METHODS.
NOTWITHSTANDING THE FOREGOING, EACH PARTY ACKNOWLEDGES THAT
ANY AND ALL INFORMATION CONCERNING THE OTHER PARTY'S INTELLECTUAL PROPERTY IS
CONFIDENTIAL AND THAT NO FURTHER WRITING DESIGNATING IT AS SUCH IS NECESSARY.
THE RECEIVING PARTY WILL MAINTAIN THE INFORMATION IN CONFIDENCE USING THE SAME
STANDARD