MINIMIZE THE DELAY
RESULTING THEREFROM AND SHALL GIVE PROMPT WRITTEN NOTICE OF THE FORCE MAJEURE
EVENT TO THE OTHER PARTY. THE OBLIGATIONS OF THE PARTY GIVING NOTICE, SO FAR AS
THEY ARE AFFECTED BY THE FORCE MAJEURE EVENT, WILL BE SUSPENDED DURING, BUT NOT
LONGER THAN, THE CONTINUANCE OF THE FORCE MAJEURE EVENT. THE AFFECTED PARTY MUST
ACT WITH COMMERCIALLY REASONABLE DILIGENCE TO RESUME PERFORMANCE AND NOTIFY THE
OTHER PARTY THAT THE FORCE MAJEURE EVENT NO LONGER AFFECTS ITS ABILITY TO
PERFORM UNDER THE AGREEMENT.
24.
INDEPENDENT CONTRACTOR. BLACKHAWK BIOFUELS IS ACTING HEREUNDER AND
ITS SERVICES ARE RENDERED TO REG MARKETING SOLELY AS AN INDEPENDENT CONTRACTOR.
REG MARKETING IS NOT AUTHORIZED AND SHALL NOT CONTRACT ANY OBLIGATIONS IN THE
NAME OF BLACKHAWK BIOFUELS AS A RESULT OF THIS AGREEMENT (THE PARTIES
UNDERSTANDING THAT REG MARKETING MAY HAVE SUCH AUTHORITY AS MAY ARISE FROM OTHER
CONTRACTS ENTERED IN TO BY THE PARTIES, AND INCLUDING THAT MANAGEMENT AND
OPERATIONAL SERVICES AGREEMENT DATED AUGUST 22, 2006 ("MOSA")). BLACKHAWK
BIOFUELS ACCEPTS FULL AND EXCLUSIVE LIABILITY FOR THE PAYMENT OF ANY AND ALL
CONTRIBUTIONS OR TAXES FOR UNEMPLOYMENT AND WORKERS' COMPENSATION INSURANCE, OLD
AGE RETIREMENT BENEFITS, PENSIONS AND ANNUITIES NOW OR HEREAFTER IMPOSED BY ANY
FEDERAL OR STATE GOVERNMENTAL AUTHORITY WHICH ARE MEASURED BY WAGES, SALARIES OR
OTHER REMUNERATION PAID TO PERSONS, AND HOLDS HARMLESS REG MARKETING FROM ANY
SUCH LIABILITY. BLACKHAWK BIOFUELS AGREES THAT IN PERFORMING ITS DUTIES
CONTEMPLATED BY THIS AGREEMENT IT SHALL COMPLY WITH ALL APPLICABLE FEDERAL AND
STATE LAWS, ORDERS AND REGULATIONS, AND, TO ITS KNOWLEDGE, REPRESENTS AND
WARRANTS THAT THE FACILITIES ARE IN COMPLIANCE WITH EXISTING ENVIRONMENTAL LAWS
AND REGULATIONS AND OSHA STANDARDS WHICH MAY APPLY TO THE ACTIVITIES TO BE
PERFORMED BY BLACKHAWK BIOFUELS HEREUNDER.
25.
CONFIDENTIALITY.
(A)
"CONFIDENTIAL INFORMATION" OF BLACKHAWK BIOFUELS AND REG MARKETING
INCLUDES THE TERMS OF THIS AGREEMENT, THE FEEDSTOCKS COMPOSITION, THE BIODIESEL
SPECIFICATIONS, ALL BUSINESS INFORMATION OF BLACKHAWK BIOFUELS AND REG
MARKETING, INCLUDING, BUT NOT LIMITED TO, THEIR RESPECTIVE PRICING, SUPPLIER
LISTS, QUANTITIES OF SUPPLIES PURCHASED, ALL PROCESSING AND MANUFACTURING
INFORMATION OF BLACKHAWK BIOFUELS AND REG MARKETING, ALL PROCESSES AND
INFORMATION USED IN THE PROCESSING OF FEEDSTOCKS INTO BIODIESEL, AND ALL OTHER
CONFIDENTIAL OR PROPRIETARY INFORMATION OF BLACKHAWK BIOFUELS AND REG MARKETING.
ALL "CONFIDENTIAL INFORMATION" SHALL REMAIN THE SOLE PROPERTY OF THE ORIGINAL
OWNER OF THAT INFORMATION.
(B)
BLACKHAWK BIOFUELS AND REG MARKETING AGREE THAT (EXCEPT AS
NECESSARY FOR REG MARKETING TO MEET ITS OBLIGATIONS UNDER THE MOSA) THEY SHALL
NOT FOR ANY PURPOSE USE OR DISCLOSE TO ANY THIRD PARTY ANY CONFIDENTIAL
INFORMATION NOT OWNED BY IT.
SUCH CONFIDENTIALITY OBLIGATIONS SHALL SURVIVE THE
EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.
26.
DEFAULT. EACH PARTY WILL BE ENTITLED TO ALL DAMAGES (INCLUDING
COSTS AND REASONABLE ATTORNEY FEES INCURRED IN ENFORCEMENT OF SUCH PARTY'S
RIGHTS HEREUNDER) AND OTHER RIGHTS AND REMEDIES AVAILABLE AT LAW OR IN EQUITY,
IN ADDITION TO ANY OTHER REMEDIES AS MAY BE PROVIDED IN THIS AGREEMENT, UPON THE
DEFAULT OR OTHER FAILURE TO PERFORM OF THE OTHER PARTY; PROVIDED,
8