SECTION 10 WITH
RESPECT TO SUCH CONFIDENTIAL INFORMATION OR (II) AS REQUIRED TO ENFORCE OR
EXERCISE THE RECEIVING PARTY'S RIGHTS UNDER THIS AGREEMENT.
NOTHING CONTAINED
HEREIN SHALL BE DEEMED TO GRANT EITHER PARTY, EITHER EXPRESSED OR IMPLIED, A
LICENSE OR OTHER RIGHT OR INTEREST IN THE CONFIDENTIAL INFORMATION OF THE OTHER
OR IN ANY TRADEMARK OR OTHER SIMILAR PROPERTY OF THE OTHER, EXCEPT AS EXPRESSLY
PROVIDED HEREUNDER.
D.
RETURN OF CONFIDENTIAL INFORMATION.
A
RECEIVING PARTY SHALL NOT MAKE OR RETAIN OR PERMIT TO BE MADE OR RETAINED ANY
COPIES OF ANY OF THE DISCLOSING PARTY'S CONFIDENTIAL INFORMATION, EXCEPT AS MAY
BE NECESSARY IN CONNECTION WITH THE RECEIVING PARTY'S PERFORMANCE UNDER THIS
AGREEMENT.
A RECEIVING PARTY SHALL RETURN TO THE DISCLOSING PARTY ALL
CONFIDENTIAL INFORMATION OF THE DISCLOSING PARTY AND ALL COPIES AND OTHER
DUPLICATES AND REPRODUCTIONS THEREOF (I) WITHIN TEN (10) DAYS FOLLOWING REQUEST
BY THE DISCLOSING PARTY OF THE RETURN THEREOF; (II) IMMEDIATELY, IN THE EVENT
THAT THE RECEIVING PARTY'S USE OF THE CONFIDENTIAL
8
INFORMATION IS NO LONGER NECESSARY IN CONNECTION WITH THIS AGREEMENT; OR (III)
UPON EXPIRATION OR TERMINATION OF THIS AGREEMENT.
E.
REMEDIES.
EACH PARTY ACKNOWLEDGES AND
AGREES THAT A BREACH BY IT OF THE APPLICABLE PROVISIONS OF THIS SECTION 10 COULD
RESULT IN IRREPARABLE DAMAGES TO THE OTHER PARTY, FOR WHICH AN ADEQUATE LEGAL
REMEDY MAY NOT EXIST.
ACCORDINGLY, EACH PARTY AGREES AND ACKNOWLEDGES THAT IN
THE EVENT OF A BREACH BY IT OF ANY OF THE APPLICABLE PROVISIONS OF THIS SECTION
10, THE OTHER PARTY SHALL BE ENTITLED TO SPECIFIC PERFORMANCE, TEMPORARY AND/OR
PERMANENT INJUNCTIVE RELIEF OR ANY OTHER EQUITABLE REMEDY (WITHOUT THE NEED TO
POST A BOND OR SURETY IN CONNECTION THEREWITH), IN ADDITION TO ANY OTHER REMEDY
TO WHICH SUCH PARTY MAY BE ENTITLED AT LAW OR IN EQUITY.
11.
MISCELLANEOUS.
A.
INDEPENDENT CONTRACTORS.
EACH PARTY
ACKNOWLEDGES THAT THE RELATIONSHIP BETWEEN THE PARTIES PURSUANT TO THIS
AGREEMENT IS THAT OF INDEPENDENT CONTRACTORS. NO PROVISION OF THIS AGREEMENT
SHALL BE CONSTRUED TO (I) CONSTITUTE THE PARTIES AS PARTNERS, JOINT VENTURERS OR
PARTICIPANTS IN A JOINT UNDERTAKING, OR (II) GIVE ANY PARTY THE POWER TO DIRECT
AND CONTROL THE DAY-TO-DAY ACTIVITIES OF THE OTHER. FURTHER, NO EMPLOYEES OF ANY
PARTY SHALL BE DEEMED OR TREATED AS EMPLOYEES OF ANOTHER PARTY, AND EACH PARTY
SHALL BE SOLELY RESPONSIBLE FOR ANY AND ALL PAYROLL, EMPLOYMENT AND RELATED
TAXES, AND WITHHOLDING APPLICABLE TO ITS OWN EMPLOYEES.
B.
WAIVER. ANY WAIVER OF BREACH OR DEFAULT
PURSUANT TO THIS AGREEMENT SHALL NOT BE A WAIVER OF ANY OTHER SUBSEQUENT
DEFAULT. FAILURE OR DELAY BY EITHER PARTY TO ENFORCE ANY TERM OR CONDITION OF
THIS AGREEMENT SHALL NOT CONSTITUTE A WAIVER OF SUCH TERM OR CONDITION.
C.
CONFLICTS IN PROVISIONS. IN THE EVENT OF
ANY APPARENT CONFLICTS OR INCONSISTENCIES BETWEEN THIS AGREEMENT AND ANY
SCHEDULES HERETO, TO THE EXTENT POSSIBLE SUCH PROVISIONS SHALL BE INTERPRETED SO
AS TO MAKE THEM CONSISTENT, AND IF SUCH IS NOT POSSIBLE, THE PROVISIONS OF THIS
AGREEMENT SHALL PREVAIL.
D.
HEADINGS. THE SECTION HEADINGS