OF THE ABOVE INDEMNITY, SUPPLIER AGREES
DURING THE TERM HEREOF AND FOR A MINIMUM OF ONE (1) YEAR THEREAFTER TO MAINTAIN
ADEQUATE PUBLIC LIABILITY INSURANCE WITH REPUTABLE, DULY-QUALIFIED INSURANCE
COMPANIES.
WITHIN FIFTEEN (15) DAYS OF THIS AGREEMENT, SUPPLIER SHALL FURNISH
BUYER WITH A CERTIFICATE OF INSURANCE PROPERLY EXECUTED BY THE RESPECTIVE
INSURANCE COMPANY EVIDENCING SUCH INSURANCE, GIVING THIRTY (30) DAYS NOTICE TO
BUYER IN
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THE EVENT OF CANCELLATION OR MATERIAL ALTERNATION OF SUCH COVERAGE.
FAILURE TO
MAINTAIN THE REQUIRED INSURANCE IS A MATERIAL DEFAULT OF THIS AGREEMENT WHICH
SHALL PERMIT BUYER TO TERMINATE THE AGREEMENT IMMEDIATELY.
THE INSURANCE
COVERAGE TO BE MAINTAINED HEREUNDER SHALL BE AS FOLLOWS:
(I)
COMMERCIAL GENERAL LIABILITY INSURANCE WRITTEN ON AN OCCURRENCE
FORM, PROVIDING BLANKET CONTRACTUAL LIABILITY COVERAGE AND PRODUCTS LIABILITY,
INCLUDING COVERAGE FOR TERRORISTIC ACTS WITH A "TERRORISM" RIDER, AGAINST CLAIMS
FOR BODILY INJURY, DEATH AND PROPERTY DAMAGE, AFFORDING MINIMUM SINGLE LIMIT
PROTECTION OF FIVE MILLION DOLLARS ($5,000,000) PER OCCURRENCE.
BUYER SHALL BE
NAMED AS ADDITIONAL INSURED UNDER THIS POLICY.
(II)
WORKER'S COMPENSATION INSURANCE IN ACCORDANCE WITH THE STATUTORY
REQUIREMENTS OF THE STATES WHERE SUPPLIER CONDUCTS ITS OPERATIONS, AND
EMPLOYER'S LIABILITY INSURANCE AFFORDING MINIMUM SINGLE LIMIT PROTECTION OF ONE
MILLION DOLLARS ($1,000,000) WITH RESPECT TO PERSONAL INJURY OR DEATH RESULTING
FROM ONE OCCURRENCE.
10.3
LIMITATION OF LIABILITY.
IN NO EVENT SHALL EITHER PARTY BE LIABLE
TO THE OTHER UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL
OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL,
EXEMPLARY, SPECULATIVE OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST
PROFITS, REGARDLESS OF WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
11.
OWNERSHIP OF INTELLECTUAL PROPERTY AND SPECIFICATIONS.
BUYER
AGREES THAT SUPPLIER (INCLUDING ITS AFFILIATED OR THIRD-PARTY LICENSORS) ARE THE
SOLE OWNERS OF ALL RIGHT, TITLE AND INTEREST IN THE SPECIFICATIONS AS WELL AS
ALL TRADEMARKS, TRADE NAMES, TRADE DRESS, LOGOS, GRAPHICS, PHOTOGRAPHS, ARTWORK
AND TEXTUAL MATERIALS (COLLECTIVELY, THE ''TRADEMARKS") USED IN CONNECTION WITH
THE PACKAGING OF THE INGREDIENTS UNDER THIS AGREEMENT, AND THAT ALL INTELLECTUAL
PROPERTY RIGHTS THAT MAY BE ACQUIRED BY USE OF THE SPECIFICATIONS OR THE
TRADEMARKS SHALL INURE TO THE SOLE BENEFIT OF THE SUPPLIER (OR ITS LICENSORS).
BUYER AGREES TO EXECUTE SUCH FURTHER DOCUMENTS AS MAY BE REQUIRED TO EFFECTUATE
THE ASSIGNMENT TO SUPPLIER (OR ITS AFFILIATED OR THIRD-PARTY LICENSORS) OF ANY
INTELLECTUAL PROPERTY RIGHTS THAT BUYER MAY ACQUIRE IN THE SPECIFICATIONS OR THE
TRADEMARKS, INCLUDING ANY GOODWILL ASSOCIATED WITH THE SAME.
BUYER AGREES THAT
IT WILL NOT, AT ANY TIME, DO OR CAUSE TO BE DONE ANY ACT WHICH WILL IN ANY WAY
IMPAIR THE RIGHTS OF SUPPLIER (OR ITS LICENSORS) IN AND TO THE SPECIFICATIONS
AND THE TRADEMARKS.
12.
CONTINUOUS IMPROVEMENT:
SUPPLIER AND BUYER WILL WORK TOGETHER TO
DETERMINE THE OPTIMAL FLOUR BLENDS TO BE USED IN BUYER'S MANUFACTURING
OPERATIONS TO IMPROVE BUYER'S PRODUCTS AND PLANT EFFICIENCIES.
THIS MAY INCLUDE
SPECIFIC WHEAT VARIETIES AS WELL AS HARD WHEAT AND SPRING WHEAT BLENDS.
13.
MISCELLANEOUS.
THE FOLLOWING MISCELLANEOUS
PROVISIONS SHALL APPLY TO THIS AGREEMENT:
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