PREVIOUS AGREEMENTS AND RELATIONSHIPS,
WRITTEN AND ORAL INFORMATION FOR THE SOLE PURPOSE OF PRODUCING PRODUCTS, 10%
BULK IRON DEXTRAN SOLUTION AND FINISHED GOODS INCORPORATING THE PRODUCTS, AND
COMPLYING WITH GOVERNMENTAL REQUIREMENTS RELATING TO THE MANUFACTURE AND SALE
THEREOF.
SUCH INFORMATION, AS WELL AS OTHER CONFIDENTIAL INFORMATION DISCLOSED
IN THE PAST OR FUTURE BY EITHER PARTY TO THE OTHER, OR ITS OFFICERS OR
EMPLOYEES, IS CONFIDENTIAL AND SHALL NOT BE DISCLOSED BY THE RECIPIENT TO THIRD
PARTIES, OR USED BY THE RECIPIENT FOR ANY PURPOSE EXCEPT AS PROVIDED HEREIN
WITHOUT THE PRIOR WRITTEN CONSENT OF THE DISCLOSING PARTY.
"CONFIDENTIAL
INFORMATION" AS USED HEREIN INCLUDES ALL INFORMATION RELATING TO THE PRODUCT,
FINISHED GOODS INCORPORATING THE PRODUCTS, OR FUTURE PRODUCTS SIMILAR OR
RELATING TO THE PRODUCTS, ANY SPECIFICATIONS, PLANS, TECHNOLOGY, TRADE SECRETS,
MANUFACTURING PROCEDURES AND OTHER TECHNICAL INFORMATION, THE EQUIPMENT,
MARKETING AND SALES PLANS, OR ANY FINANCIAL AND COST DATA RELATING TO THE
PRODUCTS AND FINISHED GOODS INCORPORATING THE PRODUCTS.
(B)
CONFIDENTIAL INFORMATION SHALL BE MAINTAINED
BY EMPLOYEES OF PURCHASER AND SUPPLIER IN CONFIDENCE, AND SHALL BE DISCLOSED
ONLY TO THOSE EMPLOYEES WHO NEED TO KNOW SUCH INFORMATION FOR PURPOSES OF THE
PERFORMANCE OF THEIR DUTIES CONSISTENT WITH THIS AGREEMENT.
THIS SECTION 10
SHALL NOT RESTRICT THE USE OF INFORMATION THAT BECOMES GENERALLY AVAILABLE TO
THE PUBLIC, OR WHICH BECAME OR BECOMES KNOWN TO EITHER PARTY THROUGH LAWFUL
MEANS PRIOR TO, DURING OR AFTER THE TERM OF THIS AGREEMENT FROM SOURCES UNDER NO
OBLIGATION OF CONFIDENTIALITY TO THE DISCLOSING PARTY, OR AS A RESULT OF
DISCLOSURE, OR OTHER ACT, BY EITHER OF THE PARTIES TO THIS AGREEMENT.
6
(C)
ALL CONFIDENTIAL INFORMATION SHALL REMAIN
THE SOLE PROPERTY OF THE DISCLOSING PARTY AND SHALL BE RETURNED BY THE OTHER
PARTY TO THE DISCLOSING PARTY PROMPTLY UPON REQUEST, TOGETHER WITH ALL COPIES
MADE THEREOF.
NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS, OR DEEMED TO BE
A TRANSFER OR LICENSE TO EITHER PARTY OF THE OTHER PARTY'S RIGHTS IN
CONFIDENTIAL INFORMATION.
(D)
AT THE EXPIRATION OF THE 10 YEAR TERM OF
THIS AGREEMENT, THE OBLIGATIONS OF THE PARTIES UNDER THIS SECTION 10 SHALL
TERMINATE.
11.
DEFAULT; REMEDIES.
THIS AGREEMENT MAY BE
TERMINATED (A) FOR CAUSE UPON WRITTEN NOTICE BY EITHER PARTY TO THE OTHER IN THE
EVENT THAT THE OTHER PARTY HAS FAILED TO PERFORM ANY MATERIAL OBLIGATION ARISING
HEREUNDER OR IN RESPECT OF ANY ORDER PLACED HEREUNDER AND SUCH FAILURE CONTINUES
UNCURED FOR MORE THAN THIRTY (30) DAYS AFTER DELIVERY OF WRITTEN NOTICE BY THE
PARTY EXERCISING THE RIGHT TO TERMINATE UNDER THIS SUBCLAUSE (A) TO THE OTHER
PARTY SPECIFYING IN REASONABLE DETAIL THE FAILURE(S) OF PERFORMANCE ON WHICH THE
TERMINATION IS BASED; PROVIDED, HOWEVER, THAT EITHER PARTY SHALL ONLY BE
OBLIGATED TO DELIVER SUCH NOTICE AND ALLOW SUCH OPPORTUNITY TO CURE PRIOR TO
TERMINATION OF THIS AGREEMENT TWICE OVER THE TERM OF THIS AGREEMENT, (B)
IMMEDIATELY WITH OR WITHOUT NOTICE BY EITHER PARTY IN THE EVENT THAT THE OTHER
PARTY BECOMES INSOLVENT, CEASES TO DO BUSINESS AS A GOING CONCERN, HAS A