SOLELY OR JOINTLY WITH THE OTHER PARTY'S
PERSONNEL, IN THE PERFORMANCE OF SUCH DEVELOPMENT AGREEMENTS, SHALL BE THE SOLE
AND EXCLUSIVE PROPERTY OF SUCH OTHER PARTY PURSUANT TO THE TERMS AND CONDITIONS
OF THE DEVELOPMENT AGREEMENTS AND NOT OF THE SUPPLYING PARTY.
16.
INTELLECTUAL PROPERTY USE RIGHTS AND OBLIGATIONS.
16.1
CROSS LICENSE.
THE PARTIES HAVE AGREED TO CROSS LICENSE CERTAIN
RIGHTS WITH RESPECT TO BACKGROUND IP AND DEVELOPED IP, AS REFLECTED IN MORE
DETAIL IN EXHIBIT B.
16.2
PROPRIETARY MARKS.
NEITHER PARTY SHALL OBSCURE, DEFACE, HIDE OR
REMOVE ANY PROPRIETARY NOTICES OR MARKS OF THE OTHER ON ANY DELIVERABLES, UNLESS
OTHERWISE AGREED TO IN WRITING.
16.3
NO REVERSE ENGINEERING.
UNLESS OTHERWISE AGREED TO IN WRITING OR
ALLOWED UNDER ANOTHER EXHIBIT, THE PARTIES AGREE THAT EACH SHALL NOT REPRODUCE,
REVERSE ENGINEER OR DECONSTRUCT ANY PORTION OF THE DELIVERABLES.
17.
BAILMENT.
EACH PARTY AS THE SUPPLYING PARTY AGREES AND ACKNOWLEDGES THAT IT WILL HOLD
POSSESSION OF ALL DELIVERABLES WHOSE TITLE HAS PASSED TO THE OTHER PARTY
PURSUANT TO THE AGREEMENT, OR WHICH THE SUPPLYING PARTY CREATES OR DEVELOPS, OR
HAS CREATED OR DEVELOPED, FOR OR ON BEHALF OF THE OTHER PARTY, AND ALL MATERIALS
PAID FOR OR PROCURED BY THE OTHER PARTY AND AS MAY BE PROVIDED TO THE SUPPLYING
PARTY FROM TIME TO TIME (COLLECTIVELY, THE "OTHER PARTY'S MATERIAL(S)") FOR THE
EXCLUSIVE BENEFIT OF THE OTHER PARTY AS A BAILEE UNDER APPLICABLE COMMERCIAL
LAWS.
EACH AS THE SUPPLYING PARTY CONFIRMS THAT THIS BAILMENT RELATIONSHIP
SHALL REMAIN IN EFFECT UNTIL THE OTHER PARTY HAS UNDISPUTED POSSESSION OF ALL
OTHER PARTY MATERIALS, AND THE SUPPLYING PARTY PROMPTLY SHALL DELIVER ALL OTHER
PARTY MATERIALS TO THE OTHER PARTY UPON SUCH OTHER PARTY'S REQUEST OR ANY
TERMINATION OF THE AGREEMENT OR APPLICABLE EXHIBITS.
IN THE EVENT THE OTHER
PARTY'S MATERIALS ARE LOCATED AT A THIRD PARTY FACILITY, THE SUPPLYING PARTY
SHALL OBTAIN SUCH THIRD PARTY'S WRITTEN ACKNOWLEDGMENT OF SUCH BAILMENT
RELATIONSHIP.
15
18.
AUDIT RIGHTS.
18.1
RECIPROCAL AUDIT RIGHTS.
EITHER PARTY (AS THE AUDITING PARTY)
SHALL HAVE THE RIGHT DURING THE TERM AND FOR TWO (2) YEARS AFTER ANY EXPIRATION
OR TERMINATION OF THE AGREEMENT (WHETHER IN WHOLE OR IN PART), AT ITS EXPENSE,
TO CAUSE AN INDEPENDENT CHARTERED PUBLIC ACCOUNTANT OR CERTIFIED PUBLIC ACCOUNT
TO AUDIT ALL BOOKS AND RECORDS OF THE OTHER PARTY (AS THE AUDITED PARTY) FOR THE
PURPOSE OF VERIFYING COMPLIANCE WITH THE FINANCIAL COMMITMENTS AND UNDERTAKINGS
SPECIFIED BY THE AGREEMENT FOR ANY TWELVE (12) MONTH PERIOD; PROVIDED, HOWEVER,
NO PARTY SHALL BE ABLE TO EXERCISE SUCH AUDIT RIGHTS HEREUNDER UNLESS THE
FINANCIAL COMMITMENTS AND UNDERTAKINGS BEING AUDITED DURING SUCH TWELVE MONTH
PERIOD EXCEEDS $1,000,000.00 IN VALUE.
SUCH AUDITS SHALL OCCUR DURING NORMAL
BUSINESS HOURS ON NOT LESS THAN FIVE (5) DAYS PRIOR WRITTEN NOTICE.
IN
PREPARATION FOR SUCH AUDIT, THE AUDITED PARTY SHALL MAKE AVAILABLE ALL RELEVANT
RECORDS REQUESTED IN THE AUDITOR'S NOTICE OF AUDIT.
IF SUCH RECORDS ARE NOT
AVAILABLE AT THE MUTUALLY AGREED TIME, THEN THE AUDITED PARTY SHALL PAY THE
AUDITOR'S TRAVEL EXPENSES AND DAILY RATES