CULPABILITY BY THE
INDEMNITEE, OR REQUIRES THE INDEMNITEE TO CONTRIBUTE TO THE SETTLEMENT, WITHOUT
THE INDEMNITEE'S PRIOR WRITTEN CONSENT.
WITHOUT LIMITING THE INDEMNIFYING
PARTY'S FOREGOING RIGHT TO SELECT AND RETAIN ATTORNEYS AND TO SOLE CONTROL OF
THE DEFENSE AND SETTLEMENT OF SUCH ACTION, THE INDEMNITEE MAY, AT ITS OWN
EXPENSE, PARTICIPATE IN THE DEFENSE OF, OR OTHERWISE CONSULT WITH COUNSEL OF ITS
OWN CHOICE IN CONNECTION WITH, AN ACTION THAT IS THE SUBJECT OF THE OTHER
PARTY'S INDEMNIFICATION OBLIGATIONS.
6.4.
LIMITATION OF LIABILITY.
IN NO EVENT SHALL EITHER PARTY BE
LIABLE, WHETHER AS A RESULT OF CONTRACTUAL BREACH, TORT OR OTHERWISE, TO THE
OTHER PARTY FOR ANY CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES INCURRED BY
SUCH OTHER PARTY, INCLUDING BUT NOT LIMITED TO INJURY TO GOODWILL, OR DIRECT,
INDIRECT OR SPECULATIVE LOST PROFITS.
THE FOREGOING LIMITATION OF LIABILITY
SHALL NOT APPLY TO A PARTY'S LIABILITY FOR BREACH OF ITS CONFIDENTIALITY
OBLIGATIONS HEREUNDER OR TO THE EXTENT SUCH DAMAGES ARE PAID TO A THIRD PARTY IN
CONNECTION WITH A THIRD PARTY CLAIM THAT IS INDEMNIFIED HEREUNDER.
6.5.
INSURANCE.
EACH PARTY AGREES TO PROCURE AND MAINTAIN IN FULL
FORCE AND EFFECT DURING THE TERM OF THIS AGREEMENT, AT ITS SOLE COST AND
EXPENSE, GENERAL LIABILITY AND PRODUCT LIABILITY INSURANCE IN AMOUNTS OF NOT
LESS THAN $2,000,000 PER INCIDENT AND $7,000,000 ANNUAL AGGREGATE, WHICH
INSURANCE SHALL BE WRITTEN ON AN "OCCURRENCE" BASIS POLICY FORM, OR, IN THE
ALTERNATIVE, SHALL CONTINUE FOR A PERIOD OF TEN (10) YEARS FOLLOWING THE
TERMINATION OR EXPIRATION OF THIS AGREEMENT, WITH A REPUTABLE INSURANCE CARRIER
AND NAME THE OTHER PARTY AS AN ADDITIONAL INSURED.
EACH PARTY SHALL, ON
REQUEST, PROVIDE TO THE OTHER PARTY A COPY OF A CERTIFICATE OF COVERAGE OR OTHER
WRITTEN EVIDENCE REASONABLY SATISFACTORY TO SUCH REQUESTING PARTY OF SUCH
INSURANCE COVERAGE.
ARTICLE 7
TERM AND TERMINATION
7.1.
TERM.
UNLESS TERMINATED EARLIER PURSUANT TO THE TERMS OF THIS
AGREEMENT, THIS AGREEMENT SHALL COMMENCE ON THE EFFECTIVE DATE AND REMAIN IN
EFFECT FOR EIGHTEEN (18) MONTHS THEREFROM (THE "TERM").
7.2.
TERMINATION.
7.2.1.
THIS AGREEMENT MAY BE TERMINATED, PRIOR TO THE EXPIRATION OF ITS
TERM, BY EITHER PARTY IMMEDIATELY UPON WRITTEN NOTICE TO THE OTHER PARTY AFTER
THE MATERIAL BREACH OF ANY PROVISION OF THIS AGREEMENT BY THE OTHER PARTY IF THE
OTHER PARTY HAS NOT CURED SUCH BREACH WITHIN THIRTY (30) DAYS AFTER RECEIPT OF
WRITTEN NOTICE THEREOF FROM THE NON-BREACHING PARTY.
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7.2.2.
THIS AGREEMENT MAY BE TERMINATED, PRIOR TO THE EXPIRATION OF ITS
TERM, IMMEDIATELY UPON WRITTEN NOTICE BY EITHER PARTY IF THE OTHER PARTY SHALL
HAVE BECOME INSOLVENT OR BANKRUPT, OR SHALL HAVE MADE A GENERAL ASSIGNMENT FOR
THE BENEFIT OF ITS CREDITORS, OR ANY CASE OR PROCEEDING SHALL HAVE BEEN
COMMENCED BY OR AGAINST THE OTHER PARTY IN BANKRUPTCY OR SEEKING REORGANIZATION,
LIQUIDATION, DISSOLUTION, OR ANY OTHER RELIEF UNDER ANY BANKRUPTCY, INSOLVENCY,
REORGANIZATION OR OTHER SIMILAR ACT OR LAW, AND ANY SUCH EVENT SHALL HAVE
CONTINUED FOR SIXTY (60) DAYS UNDISMISSED OR UNDISCHARGED.
7.2.3.
THIS AGREEMENT MAY BE TERMINATED, PRIOR TO THE