WARRANTIES OF ABNH.
(A)
ABNH HAS ALL REQUISITE CORPORATE POWER AND AUTHORITY TO EXECUTE
AND DELIVER THIS AGREEMENT AND TO PERFORM FULLY ITS OBLIGATIONS HEREUNDER. THE
EXECUTION AND DELIVERY BY ABNH OF THIS AGREEMENT AND THE PERFORMANCE BY ABNH OF
ITS OBLIGATIONS HEREUNDER HAVE BEEN DULY AND VALIDLY AUTHORIZED BY ALL NECESSARY
CORPORATE ACTION ON THE PART OF ABNH. THIS AGREEMENT HAS BEEN DULY EXECUTED BY
ABNH, AND THIS AGREEMENT IS A LEGAL, VALID AND BINDING OBLIGATION OF ABNH
ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS.
(B)
ABNH HAS COMPLIED WITH, AND WILL CONTINUE, DURING THE PERFORMANCE
OF ITS OBLIGATIONS HEREUNDER, TO COMPLY WITH, ALL LAWS AND CONFORM TO ALL
REQUIREMENTS OF EACH APPLICABLE GOVERNMENTAL AUTHORITY WITH RESPECT TO THE
HOLOMAG FOILS, PAYMENT THEREFOR AND IMPORTATION THEREOF.
6.
CONFIDENTIALITY.
In connection with this agreement, both parties will be supplying the other
party with proprietary information relating to their business operations and the
development of the Holomag Foils ("Information"). Both Parties agree that any
Information shall be maintained in strict confidence. Both Parties agree that it
will disclose the Information only to those of its officers, agents and
employees who are subject to an agreement which provides similar restrictions on
disclosure as are provided herein and who are directly concerned with the use of
the Information for the purposes specified herein, and that it will take all
necessary and reasonable precautions to prevent such Information from being
disclosed to any unauthorized person. Each Party shall not have any obligation
of confidentiality with respect to any Information that:
(A)
WAS ALREADY IN ITS POSSESSION PRIOR TO RECEIPT FROM THE OTHER
PARTY OR IS DEVELOPED INDEPENDENTLY OF INFORMATION RECEIVED FROM THE OTHER PARTY
AS EVIDENCED BY THE WRITTEN RECORDS OF THE RECEIVING PARTY;
(B)
IS OR HEREAFTER BECOMES IN THE PUBLIC DOMAIN BY PUBLIC USE,
PUBLICATION, GENERAL KNOWLEDGE OR THE LIKE THROUGH NO FAULT OF THE RECEIVING
PARTY;
(C)
IS PROPERLY OBTAINED BY THE RECEIVING PARTY FROM A THIRD PARTY NOT
UNDER ANY OBLIGATION TO THE DISCLOSING PARTY OR ANY OF ITS AFFILIATES TO KEEP
SUCH INFORMATION CONFIDENTIAL; AND
(D)
IS REQUIRED TO BE DISCLOSED BY A COURT OF LAW, IN WHICH CASE, THE
DISCLOSING PARTY MUST PROMPTLY NOTIFY THE OTHER PARTY IN WRITING AS SOON AS
PRACTICAL.
7.
INDEMNIFICATION
(A)
EACH PARTY WILL INDEMNIFY AND HOLD THE OTHER HARMLESS FROM AND
AGAINST ANY CLAIM, DEMAND, CAUSE OF ACTION, DAMAGE, COSTS AND EXPENSES WHICH THE
OTHER MIGHT SUSTAIN OR
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BECOME LIABLE FOR ARISING FROM OR IN CONNECTION WITH THAT PARTY'S PERFORMANCE OR
NONPERFORMANCE HEREUNDER.
(B)
ABNH WILL DEFEND, AT ABNH'S OWN EXPENSE, ALL SUITS, ACTIONS OR
PROCEEDINGS IN WHICH ABNH, OR THE USERS, LESSEES OR CUSTOMERS OF ANY OF ABNH'S
PRODUCTS, ARE MADE DEFENDANTS FOR ACTUAL OR ALLEGED INFRINGEMENT OF ANY
COPYRIGHT, TRADEMARK, TRADE SECRET, MASK WORK RIGHT, CANADIAN, U.S. OR OTHER
FOREIGN PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT RESULTING FROM THE
POSSESSION, USE, SALE OR RESALE OF ANY BASE FOIL PURCHASED HEREUNDER. IF BY
VIRTUE OF A PATENT INFRINGEMENT