MANUFACTURER WILL KEEP IN STRICTEST CONFIDENCE
AND TRUST ALL PROPRIETARY INFORMATION AND WILL NOT DIRECTLY OR INDIRECTLY,
COMMUNICATE, PUBLISH, DESCRIBE, OR DIVULGE ANY PROPRIETARY INFORMATION OR
ANYTHING RELATING THERETO TO ANY PERSON OR BODY, EXCEPT TO ITS EMPLOYEES AND
SUB-CONTRACTORS ON A "NEED-TO-KNOW" BASIS AND SOLELY FOR THE PURPOSE OF
DISCHARGING ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT (THE "PURPOSE") AND
PROVIDED THAT ANY SUCH EMPLOYEE OR SUB-CONTRACTOR HAS EXECUTED AN
10
UNDERTAKING PROHIBITING THE USE AND DISCLOSURE OF PROPRIETARY INFORMATION IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
14.3.
THE MANUFACTURER UNDERTAKES TO TAKE ALL NECESSARY
STEPS TO ENSURE THAT THE PROPRIETARY INFORMATION WILL NOT REACH THE HANDS OF ANY
THIRD PARTY AND THAT THE AFOREMENTIONED EMPLOYEES AND SUB-CONTRACTORS WILL
MAINTAIN ABSOLUTE SECRECY WITH REGARDS TO THE PROPRIETARY INFORMATION. IT IS
AGREED AND UNDERSTOOD THAT THE DISCLOSURE OR USE OF PROPRIETARY INFORMATION BY
ANY SUCH EMPLOYEE OR SUB-CONTRACTOR, IN VIOLATION OF THE PROVISIONS OF THIS
AGREEMENT, SHALL BE DEEMED FOR ALL INTENTS AND PURPOSES AS DISCLOSURE OR USE BY
THE MANUFACTURER ITSELF, CONTRARY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
14.4.
THE MANUFACTURER UNDERTAKES NOT TO, DIRECTLY OR
INDIRECTLY, USE OR APPLY THE PROPRIETARY INFORMATION IN ANY WAY WHATSOEVER,
EXCEPT FOR THE PURPOSE.
14.5.
ALL DRAWINGS, PRINTS, PRINT-OUTS, CALCULATIONS,
COMPUTATIONS, DOCUMENTS, REPORTS, WRITTEN AND OTHER RECORDS, DISCS, MAGNETIC AND
OTHER TAPES AND ALL OTHER FORMS OR METHODS OF STORAGE OF INFORMATION (ALL OF THE
ABOVE SHALL HEREINAFTER BE REFERRED TO AS "ISD") GIVEN, DELIVERED OR MADE
AVAILABLE TO OR PREPARED OR GENERATED BY OR ON BEHALF OF THE MANUFACTURER IN
CONNECTION WITH THE PROPRIETARY INFORMATION HEREUNDER SHALL REMAIN AT ALL TIMES
AND FOR ALL INTENTS AND PURPOSES THE PROPERTY OF THE COMPANY AND SHALL BE DEEMED
LOANED TO THE MANUFACTURER FOR THE PURPOSE.
14.6.
UPON TERMINATION OF THIS AGREEMENT THE MANUFACTURER
SHALL RETURN TO THE COMPANY ANY AND ALL PROPRIETARY INFORMATION, WHETHER
CONTAINED IN ISD OR OTHERWISE, INCLUDING ALL COPIES THEREOF, IF ANY.
14.7.
ALL INTELLECTUAL PROPERTY RIGHTS AND ANY OTHER
RIGHTS OF WHATSOEVER KIND AND NATURE IN, TO AND IN CONNECTION WITH THE
PROPRIETARY INFORMATION AND THE USE, APPLICATION, UTILIZATION, AND
COMMERCIALIZATION THEREOF ARE AND SHALL BE VESTED EXCLUSIVELY IN THE COMPANY.
THIS AGREEMENT AND THE PERFORMANCE THEREOF DO NOT GRANT TO OR CONFER UPON AND
SHALL NOT BE CONSTRUED OR INTERPRETED AS GRANTING TO OR CONFERRING UPON THE
MANUFACTURER ANY RIGHT, LICENSE OR PRIVILEGE IN, TO OR IN CONNECTION WITH THE
PROPRIETARY INFORMATION OR THE USE, APPLICATION, UTILIZATION OR
COMMERCIALIZATION THEREOF, EXCEPT FOR THE PURPOSE.
14.8.
NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED OR
DEEMED AS DEROGATING FROM ANY RIGHT OR REMEDY AVAILABLE TO THE COMPANY BY REASON
OF ANY INTELLECTUAL PROPERTY RIGHT WHICH IS OR MAY BE AVAILABLE TO OR REGISTERED
IN THE NAME OF THE COMPANY IN ANY JURISDICTION, NOR FROM ANY ADDITIONAL RIGHT OR
REMEDY AVAILABLE TO THE COMPANY UNDER THE RELEVANT LAWS OF ANY APPLICABLE
JURISDICTION.
15.
INTELLECTUAL PROPERTY RIGHTS AND
IMPROVEMENTS
15.1.
THE MANUFACTURER ACKNOWLEDGES THE COMPANY'S
EXCLUSIVE RIGHT, TITLE AND