TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
15.
Agreement. All such Proprietary Information shall remain the exclusive property
of Conor during the term of this Agreement and thereafter. This Section 24(a)
shall also apply to any consultants or subcontractors that Distributor may
engage in connection with its obligations under this Agreement.
(b) Permitted disclosure. Notwithstanding anything contained in this Agreement
to the contrary, Distributor shall not be liable for a disclosure of the
Proprietary Information of Conor, solely to the extent that the information so
disclosed: (i) was in the public domain at the time of disclosure without breach
of this Agreement; or (ii) was known to or contained in the records of
Distributor from a source other than Conor at the time of disclosure by Conor to
Distributor and can be so demonstrated by competent written records; or
(iii) was independently developed and is so demonstrated promptly upon receipt
of the documentation and technology by Distributor; or (iv) becomes known to
Distributor, without any restrictions on further disclosure, from a source other
than Conor without breach of this Agreement by Distributor and can be so
demonstrated by competent written records.
25. ENTIRE AGREEMENT. This Agreement, including all Exhibits and appendices
hereto, supersedes, terminates and cancels any previous agreements or
understandings, including the International Distribution Agreement between Conor
and Distributor, dated July 1, 2004 (except for the surviving provisions of that
agreement which shall continue to survive), whether oral, written or implied,
heretofore in effect and sets forth the entire agreement between Conor and
Distributor with respect to the subject matter hereof.
26. NO RIGHTS BY IMPLICATION. No rights or licenses with respect to the Products
or the Conor Intellectual Property are granted or deemed granted hereunder or in
connection herewith, other than those rights expressly granted in this
Agreement.
27. RESPONSIBILITY FOR TAXES. Taxes, whether in India or any other country, now
or hereafter imposed with respect to the transactions contemplated hereunder
(with the exception of income taxes or other taxes imposed upon Conor and
measured by the gross or net income of Conor) shall be the responsibility of
Distributor, and if paid or required to be paid by Conor, the amount thereof
shall be added to and become a part of the amounts payable by Distributor
hereunder.
28. MODIFICATION OF PRODUCTS. Distributor may not customize, modify or have
customized or modified any Product unless it obtains the prior written consent
of Conor, which consent may be withheld in the sole discretion of Conor. Any
unauthorized customizing or modification of any Product by Distributor or any
third party shall relieve Conor from any obligation it would otherwise have had
with respect to such Product under the warranties described herein.
29. FORCE MAJEURE.
(a) No liability for damages. Neither Conor nor Distributor shall be liable in
damages, or shall be subject to termination of this Agreement by the other
party, for any delay or default in performing any obligation hereunder if that
delay or