EFFORTS TO DEVELOP AND MODIFY THE
HOLOMAG FOILS IN ACCORDANCE WITH THE SPECIFICATIONS PROVIDED BY ABNH FROM TIME
TO TIME. CFC WILL RETAIN OWNERSHIP OF ALL SUCH TECHNOLOGY DEVELOPMENTS AND ABNH
WILL RETAIN OWNERSHIP OF ITS INTELLECTUAL PROPERTY AND OTHER PROPRIETARY
INFORMATION.
(B)
CFC AGREES THAT THE HOLOMAG FOILS ARE BEING DEVELOPED AND SOLD FOR
THE EXCLUSIVE USE OF ABNH. CFC SHALL NOT DURING THE TERM OF THIS AGREEMENT AND
FOR A PERIOD OF TWO (2) YEARS AFTER TERMINATION SELL OR OFFER TO SELL THE
HOLOMAG FOILS OR ANY PRODUCTS INCORPORATING THE HOLOMAG FOILS TO ANY THIRD PARTY
WITHOUT THE PRIOR WRITTEN CONSENT OF ABNH. CFC WILL NOT, AT ANY TIME, SOLICIT
BUSINESS FROM *, *, *, * OR *. WITH THE PRIOR WRITTEN APPROVAL OF ABNH, WHICH
SHALL NOT BE UNREASONABLY WITHHELD, CFC MAY SELL HOLOMAG TO OTHER ISSUERS OF
CREDIT CARDS ON BEHALF OF ABNH. IN THIS EVENT, ABNH WILL STILL BUY HOLOMAG FOILS
FROM CFC AND ABNH WILL SET THE PRICE AND RESELL TO THE CUSTOMER, BUT THE PRICE
WILL BE [*] THE PRICE SET FORTH ON SCHEDULE B HEREOF. CFC AGREES TO SUPPLY THE
HOLOMAG FOILS TO ABNH IN ACCORDANCE WITH THE TERMS AND PURCHASE ORDERS SUBMITTED
BY ABNH.
(C)
CFC AGREES THAT DURING THE TERM OF THIS AGREEMENT, AND FOR A
PERIOD OF TWO (2) YEARS AFTER TERMINATION, IT SHALL NOT SOLICIT ANY CLIENT OR
CUSTOMER OF ABNH WHOSE BUSINESS REQUIREMENTS BECOME KNOWN TO CFC AS A RESULT OF
THIS AGREEMENT.
3.
TERM AND TERMINATION.
(A)
THE TERM OF THIS AGREEMENT SHALL BE FOR FIVE (5) YEARS AND SHALL
AUTOMATICALLY RENEW FOR SUCCESSIVE TERMS OF FIVE (5) YEARS UNLESS EITHER PARTY
PROVIDES THE OTHER PARTY NOT LESS THAN TWELVE (12) MONTHS NOTICE OF NON-RENEWAL
THEREOF (THE "TERM").
(B)
THIS AGREEMENT MAY BE TERMINATED IN THE EVENT OF A COMMENCEMENT OF
A VOLUNTARY OR INVOLUNTARY BANKRUPTCY PROCEEDING BY OR AGAINST EITHER PARTY
UNDER THE UNITED STATES BANKRUPTCY CODE OR ANY SUCCESSOR STATUTE; WHICH
PROCEEDINGS ARE NOT DISMISSED WITH PREJUDICE WITHIN SIXTY (60) DAYS AFTER THEIR
INSTITUTION; OR UPON THE ASSIGNMENT OF A SUBSTANTIAL PART OF EITHER PARTY'S
ASSETS FOR THE BENEFIT OF ITS CREDITORS; OR IN THE EVENT ANY SUBSTANTIAL PART OF
EITHER PARTY'S ASSETS OR INVENTORY BECOME SUBJECT TO LEVY, SEIZURE, ASSIGNMENT,
GARNISHMENT OR
*Confidential
2
SALE FOR OR BY ANY CREDITOR OR GOVERNMENTAL AGENCY, UNLESS RELEASED, SATISFIED
OR OTHERWISE RESOLVED WITHIN THIRTY (30) DAYS.
(C)
IN THE EVENT OF MATERIAL BREACH OF ANY PROVISION OF THIS
AGREEMENT, AND SPECIFICALLY NON-PAYMENT OF INVOICES NOT BEING DISPUTED IN GOOD
FAITH, OR ANY PURCHASE ORDER SUBMITTED IN ACCORDANCE WITH THIS AGREEMENT, (A
"DEFAULT") THE DEFAULTING PARTY SHALL HAVE THIRTY (30) DAYS AFTER RECEIPT OF
WRITTEN NOTICE THEREOF BY THE NON-DEFAULTING PARTY WITHIN WHICH TO CURE SUCH
DEFAULT. IN THE EVENT SUCH BREACH HAS NOT BEEN CURED WITHIN SUCH PERIOD OF TIME,
THE NON-DEFAULTING PARTY MAY UPON NOTICE TO THE DEFAULTING PARTY TERMINATE THIS
AGREEMENT.
(D)
THE RIGHT TO TERMINATE THIS AGREEMENT GRANTED HEREBY SHALL NOT