AND EACH OF THEM, FROM AND AGAINST, ANY AND ALL CLAIMS, ACTIONS
AND SUITS, WHETHER GROUNDLESS OR OTHERWISE, AND FROM AND AGAINST ANY AND ALL
LIABILITIES, JUDGMENTS, LOSSES, DAMAGES, COSTS, CHARGES, ATTORNEY'S FEES AND
OTHER EXPENSES OF EVERY NATURE OR CHARACTER REGARDING ANY DEATH OR PERSONAL
INJURY, OF ANY NATURE WHATSOEVER, OR PROPERTY DAMAGES, OF ANY NATURE WHATSOEVER,
CAUSED BY OR RESULTING FROM THE PRODUCTS, INCLUDING, WITHOUT LIMITING, FROM THE
MANUFACTURE, OR OTHERWISE, ARISING OUT OF OR RESULTING FROM ANY ACT OR OMISSION
ATTRIBUTABLE TO THE MANUFACTURER, ITS PERMITTED SUB-CONTRACTORS, IF ANY, OR
ANYBODY ELSE FOR WHICH THE MANUFACTURER IS RESPONSIBLE.
12.2.
THE MANUFACTURER SHALL, AT ITS OWN EXPENSE, KEEP
ITSELF INSURED, AS LONG AS ANY OF THE AFOREMENTIONED RISKS EXIST, IN AN
APPROPRIATE AMOUNT, WHICH
9
SHALL NOT BE LESS THAN $1,000,000 AGAINST ANY THIRD PARTY CLAIMS, AND SHALL
EFFECT SUCH INSURANCE UNDER A VALID AND ENFORCEABLE INSURANCE POLICY ISSUED BY A
REPUTABLE INSURER. THE MANUFACTURER SHALL PROCURE THAT THE COMPANY SHALL BE
INCLUDED AS AN ADDITIONAL INSURED PARTY IN SAID POLICY, AND SHALL DELIVER TO THE
COMPANY, WITHIN 7 (SEVEN) DAYS AFTER THE SIGNATURE OF THIS AGREEMENT, A
CERTIFICATE FROM THE INSURANCE COMPANY EVIDENCING THE ADDITION OF THE COMPANY AS
SUCH ADDITIONAL INSURED PARTY TO THE POLICY, AND CONFIRMING THAT THE INSURANCE
COMPANY UNDERTAKES NOT TO TERMINATE THE POLICY OR TO LET IT EXPIRE, WITHOUT
GIVING THE COMPANY A WRITTEN NOTICE OF AT LEAST 60 (SIXTY) DAYS, PRIOR TO THE
TERMINATION OR EXPIRATION OF SAID POLICY.
THE MANUFACTURER SHALL FURNISH THE
COMPANY WITH A COPY OF THE RELEVANT POLICY TOGETHER WITH A COPY OF EACH RECEIPT
ISSUED, FROM TIME TO TIME, BY THE INSURER IN RESPECT OF THE PAYMENT OF PREMIUM
THEREON.
13.
WARRANTY
13.1.
THE MANUFACTURER REPRESENTS, WARRANTS AND COVENANTS
THAT EACH PRODUCT MANUFACTURED FOR THE COMPANY HEREUNDER SHALL BE A CONFORMING
PRODUCT FOR A PERIOD OF THE APPLICABLE SHELF LIFE OF SUCH PRODUCT AS SET FORTH
IN THE SPECIFICATIONS (THE "WARRANTY PERIOD").
13.2.
THE MANUFACTURER UNDERTAKES TO ASSUME FULL
LIABILITY TOWARDS THE COMPANY AND EACH PERSON WHO PURCHASE THE PRODUCTS FROM THE
COMPANY OR FROM THE COMPANY'S DISTRIBUTORS OR DEALERS, AND AT THE REQUEST OF THE
COMPANY REPLACE, FREE OF CHARGE, ANY NON-CONFORMING PRODUCT WITH A NEW
CONFORMING PRODUCT, AND SUPPLY SUCH NEW CONFORMING PRODUCT TO THE COMPANY OR ITS
DESIGNEE(S), WITHIN 15 DAYS AFTER THE RECEIPT BY THE MANUFACTURER OF THE
RELEVANT RETURNED NON-CONFORMING PRODUCT. THE MANUFACTURER SHALL IMMEDIATELY
REIMBURSE THE COMPANY FOR ALL EXPENSES INCURRED IN THE RETURN OF SUCH
NON-CONFORMING PRODUCTS TO THE MANUFACTURER, AND SHALL DELIVER THE REPLACEMENT
CONFORMING PRODUCTS TO THE COMPANY OR ITS DESIGNEE(S), WITHIN THE AFOREMENTIONED
PERIOD, AT ITS OWN RISK AND EXPENSE.
13.3.
ALL REQUESTS WITH RESPECT TO THE MANUFACTURER'S
WARRANTY HEREUNDER SHOULD BE SUBMITTED TO THE MANUFACTURER WITHIN THE WARRANTY
PERIOD.
14.
CONFIDENTIAL INFORMATION
14.1.
THE MANUFACTURER AGREES AND DECLARES THAT ALL
PROPRIETARY INFORMATION AND ANY RIGHTS IN CONNECTION THEREWITH SHALL BE THE SOLE
PROPERTY OF THE COMPANY AND ITS ASSIGNEES AT ALL TIMES.
14.2.
THE