IN CONFIDENCE, AND WILL NOT
DISCLOSE TO ANY PERSON OUTSIDE ITS ORGANIZATION, ANY CONFIDENTIAL INFORMATION
DURING THE TERM OF THIS AGREEMENT AND FOR TWO (2) YEARS THEREAFTER. THE
RECIPIENT WILL USE CONFIDENTIAL INFORMATION ONLY FOR THE PURPOSE OF PRODUCING
THE PRODUCTS FOR THE DISCLOSING PARTY OR FULFILLING ITS CONTRACTUAL OBLIGATIONS
UNDER THIS AGREEMENT; IT WILL NOT USE OR EXPLOIT CONFIDENTIAL INFORMATION FOR
ANY OTHER PURPOSE OR FOR ITS OWN BENEFIT OR THE BENEFIT OF ANOTHER WITHOUT THE
PRIOR WRITTEN CONSENT OF THE DISCLOSING PARTY.
RECIPIENT WILL DISCLOSE
CONFIDENTIAL INFORMATION RECEIVED BY IT UNDER THIS AGREEMENT ONLY TO PERSONS
WITHIN ITS ORGANIZATION OR SUPPLIERS AND/OR THIRD PARTY VENDORS WHO HAVE A NEED
TO KNOW SUCH CONFIDENTIAL INFORMATION IN THE COURSE OF THE PERFORMANCE OF THEIR
DUTIES AND WHO ARE DIRECTED TO PROTECT THE CONFIDENTIALITY OF THE CONFIDENTIAL
INFORMATION IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
IN PARTICULAR, THE
PARTIES AGREE TO TAKE REASONABLY APPROPRIATE STEPS TO ENSURE SUPPLIERS AND THIRD
PARTY VENDORS RECEIVING CONFIDENTIAL INFORMATION MAINTAIN THE CONFIDENTIALITY OF
SUCH CONFIDENTIAL INFORMATION.
(C)
LIMITATION ON OBLIGATIONS.
THE OBLIGATIONS OF THE RECIPIENT UNDER
THIS SECTION WILL NOT APPLY TO, AND CONFIDENTIAL INFORMATION DOES NOT INCLUDE,
INFORMATION THAT:
10
(I)
IS GENERALLY KNOWN TO THE PUBLIC BEFORE THE DISCLOSURE BY THE
DISCLOSING PARTY OR BECOMES GENERALLY KNOWN TO THE PUBLIC THROUGH NO WRONGFUL
ACT ON THE PART OF THE RECIPIENT IN VIOLATION OF THIS AGREEMENT;
(II)
IS IN THE RECIPIENT'S POSSESSION AT THE TIME OF DISCLOSURE BY THE
DISCLOSING PARTY OTHER THAN AS A RESULT OF RECIPIENT'S BREACH OF ANY LEGAL
OBLIGATION;
(III)
BECOMES KNOWN TO THE RECIPIENT THROUGH DISCLOSURE BY SOURCES
OTHER THAN THE DISCLOSING PARTY HAVING THE LEGAL RIGHT TO DISCLOSE THE
CONFIDENTIAL INFORMATION;
(IV)
IS INDEPENDENTLY DEVELOPED BY THE RECIPIENT WITHOUT REFERENCE TO
OR RELIANCE UPON THE CONFIDENTIAL INFORMATION; OR
(V)
MUST BE DISCLOSED BY THE RECIPIENT PURSUANT TO APPLICABLE LAW OR
GOVERNMENTAL REGULATIONS; PROVIDED, HOWEVER, THAT THE RECIPIENT NOTIFIES THE
DISCLOSING PARTY IN WRITING, TO THE EXTENT NOT PROHIBITED BY LAW, BEFORE
DISCLOSING THE CONFIDENTIAL INFORMATION AND REASONABLY COOPERATES WITH THE
DISCLOSING PARTY TO AVOID AND/OR MINIMIZE THE EXTENT OF THE DISCLOSURE.
(D)
OWNERSHIP OF CONFIDENTIAL INFORMATION.
THE DISCLOSING PARTY IS
AND WILL REMAIN THE EXCLUSIVE OWNER OF CONFIDENTIAL INFORMATION AND ALL RIGHTS
EMBODIED IN IT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
SPECIFICATIONS WILL CONSTITUTE CONFIDENTIAL INFORMATION OWNED BY OR PROVIDED
UNDER LICENSE TO MGPI AND MAY NOT BE USED BY MANUFACTURER FOR ANY PURPOSE EXCEPT
IN CONNECTION WITH ITS PERFORMANCE OF THIS AGREEMENT.
(E)
RETURN OF DOCUMENTS. UPON THE REQUEST OF THE DISCLOSING PARTY,
RECIPIENT WILL, AT ITS OPTION, DESTROY OR RETURN TO THE DISCLOSING PARTY ALL
DRAWINGS, DOCUMENTS AND OTHER TANGIBLE MANIFESTATIONS OF CONFIDENTIAL
INFORMATION RECEIVED BY THE RECIPIENT UNDER THIS AGREEMENT, INCLUDING ALL COPIES
AND REPRODUCTIONS.
14.
INTELLECTUAL PROPERTY LICENSE; MISAPPROPRIATION.
(A)
MGPI GRANTS TO MANUFACTURER A NON-EXCLUSIVE MANUFACTURING LICENSE
TO UTILIZE THE SPECIFICATIONS AND ANY RELATED CONFIDENTIAL INFORMATION ("PRODUCT
KNOW-HOW") TO MANUFACTURE PRODUCTS IN ACCORDANCE WITH THIS AGREEMENT.
MANUFACTURER ACKNOWLEDGES THAT