AS TO WHICH IT IS INVALID OR UNENFORCEABLE, SHALL NOT BE AFFECTED THEREBY
AND EACH TERM AND PROVISION OF THIS AGREEMENT SHALL BE VALID AND ENFORCEABLE TO
THE FULLEST EXTENT PERMITTED BY LAW.
10.9
CONFIDENTIALITY.
EXCEPT AS MAY BE REQUIRED BY
LAW OR REGULATIONS, NEITHER PARTY SHALL DISCLOSE ANY OF THE TERMS, CONDITIONS OR
OTHER PROVISIONS OF THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE
OTHER PARTY. IN THE EVENT OF SUCH REQUIRED DISCLOSURE, THE DISCLOSING PARTY
SHALL PROVIDE ADVANCE NOTICE TO THE OTHER PARTY AND TAKE ALL REASONABLE STEPS TO
OBTAIN A PROTECTIVE ORDER OR CONFIDENTIAL TREATMENT FOR THIS AGREEMENT.
10.10
PRESS RELEASE. SONY AGREES THAT CPI MAY MAKE A PRESS
RELEASE ANNOUNCEMENT IN THE FORM OF APPENDIX B, ATTACHED HERETO AFTER THE
EXECUTION OF THIS AGREEMENT.
NO OTHER PRESS RELEASE REGARDING THIS AGREEMENT IS
PERMITTED BY EITHER PARTY WITHOUT PRIOR WRITTEN APPROVAL OF THE OTHER PARTY.
10.11
CONSEQUENTIAL DAMAGES.
IN NO EVENT WILL EITHER PARTY
BE LIABLE FOR LOST PROFITS, OR ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF
LIABILITY, ARISING IN ANY WAY IN CONNECTION WITH THIS AGREEMENT.
THIS
LIMITATION WILL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES AND NOT WITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY.
10.12
PARTIES ADVISED BY COUNSEL. THIS AGREEMENT HAS BEEN
NEGOTIATED BETWEEN UNRELATED PARTIES WHO ARE SOPHISTICATED AND KNOWLEDGEABLE IN
THE MATTERS CONTAINED IN THIS AGREEMENT ARID WHO HAVE ACTED IN THEIR OWN SELF
INTEREST. IN ADDITION, EACH PARTY HAS BEEN REPRESENTED BY LEGAL COUNSEL. THIS
AGREEMENT SHALL NOT BE INTERPRETED OR CONSTRUED AGAINST ANY PARTY TO THIS
AGREEMENT BECAUSE THAT PARTY OR ANY ATTORNEY OR REPRESENTATIVE FOR THAT PARTY
DRAFTED OR PARTICIPATED IN THE DRAFTING OF THIS AGREEMENT.
10.13
Compliance. The Parties shall comply with all
national, state and local laws (including regulations, orders and ordinances)
now or hereafter enacted, of any jurisdiction in which performance occurs or may
occur hereunder. Without limitation, each Party hereby acknowledges that the
rights and obligations of this Agreement are subject to the laws and regulations
of the United States relating to the export of products and technical
information, and it shall comply with all such laws and regulations.
10.14
ENTIRE AGREEMENT AND FACSIMILE EXECUTION.
THIS
AGREEMENT COMPRISES THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO AS TO THE
SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR DISCUSSIONS,
[***]
Portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed pursuant to Rule 24-b-2 promulgated under the
Securities Exchange Act of 1934, as amended, and the omitted portions
represented by [***] have been separately filed with the Securities and Exchange
Commission.
11
AGREEMENTS AND UNDERSTANDINGS,
WRITTEN OR ORAL, BETWEEN THEM RELATING THERETO.
THIS AGREEMENT MAY BE EXECUTED
IN COUNTERPARTS AND VIA FACSIMILE AND SUCH COUNTERPARTS SHALL BE TREATED AS AN
[***]
Portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed pursuant to Rule 24-b-2 promulgated under