WITHOUT LIMITING THE FOREGOING, THE RECEIVING PARTY SHALL
(I) NOT DISCLOSE OR DISTRIBUTE THE DISCLOSING PARTY'S CONFIDENTIAL INFORMATION
TO A THIRD PARTY, AND (II) USE AT LEAST THE SAME DEGREE OF CARE WHICH IT USES TO
PREVENT THE DISCLOSURE OF ITS OWN CONFIDENTIAL INFORMATION OF LIKE IMPORTANCE,
BUT IN NO EVENT WITH LESS THAN REASONABLE CARE, TO PREVENT THE DISCLOSURE OF THE
DISCLOSING PARTY'S CONFIDENTIAL INFORMATION.
10.8.3
AGREEMENT TERMS.
EACH PARTY AGREES THAT THE TERMS AND CONDITIONS,
BUT NOT THE EXISTENCE, OF THIS AGREEMENT SHALL BE TREATED AS THE OTHER'S
CONFIDENTIAL INFORMATION AND THAT NO REFERENCE TO THE TERMS AND CONDITIONS OF
THIS AGREEMENT OR TO ACTIVITIES PERTAINING THERETO MAY BE MADE IN ANY FORM OF
PUBLIC OR COMMERCIAL ADVERTISING WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTY; PROVIDED, HOWEVER, THAT EACH PARTY MAY DISCLOSE THE TERMS AND CONDITIONS
OF THIS AGREEMENT: (I) AS REQUIRED BY ANY COURT OR OTHER GOVERNMENTAL BODY;
(II) AS OTHERWISE REQUIRED BY LAW; (III) TO LEGAL COUNSEL OF THE PARTIES;
(IV) IN CONNECTION WITH THE REQUIREMENTS OF AN INITIAL PUBLIC OFFERING OR
SECURITIES FILING; (V) IN CONFIDENCE, TO ACCOUNTANTS, BANKS, AND FINANCING
SOURCES AND THEIR ADVISORS; (VI) IN CONFIDENCE, IN CONNECTION WITH THE
ENFORCEMENT OF THIS AGREEMENT OR RIGHTS UNDER THIS AGREEMENT; OR (VII) IN
CONFIDENCE, IN CONNECTION WITH A MERGER OR ACQUISITION OR PROPOSED MERGER OR
ACQUISITION, OR THE LIKE.
10.8.4 REMEDIES.
UNAUTHORIZED USE BY A PARTY OF THE OTHER PARTY'S CONFIDENTIAL
INFORMATION WILL DIMINISH THE VALUE OF SUCH INFORMATION.
THEREFORE, IF A
RECEIVING PARTY BREACHES ANY OF ITS OBLIGATIONS WITH RESPECT TO CONFIDENTIALITY
OR USE OF THE DISCLOSING PARTY'S CONFIDENTIAL INFORMATION HEREUNDER, THE OTHER
DISCLOSING PARTY SHALL BE ENTITLED TO SEEK EQUITABLE RELIEF TO PROTECT ITS
INTEREST THEREIN, INCLUDING INJUNCTIVE RELIEF, AS WELL AS MONEY DAMAGES.
10.8.5 REQUIRED DISCLOSURE.
IN THE EVENT THE RECEIVING PARTY MUST DISCLOSE THE
DISCLOSING PARTY'S CONFIDENTIAL INFORMATION PURSUANT TO THE ORDER OR REQUIREMENT
OF A COURT, ADMINISTRATIVE AGENCY, OR OTHER GOVERNMENTAL BODY, TO THE EXTENT
PERMITTED UNDER APPLICABLE LAW, THE RECEIVING PARTY SHALL PROVIDE PROMPT NOTICE
THEREOF TO THE DISCLOSING PARTY AND SHALL USE ITS REASONABLE EFFORTS TO OBTAIN A
PROTECTIVE ORDER OR
[*] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Securities and Exchange Commission.
OTHERWISE PREVENT PUBLIC DISCLOSURE OF SUCH INFORMATION.
11.
Warranties and Limitation of Liability.
11.1
Warranty.
Align hereby warrants to Ormco that under normal use and
service, Align Products are free from defects in design and workmanship. Ormco
hereby warrants to Align that under normal use and service, Ormco Products are
free from defects in design and workmanship.
Each Party warrants to the other
that the products delivered by such Party for use in connection with the Hybrid
Solution will be complete and in conformity with the products regularly supplied
by each to purchasers and lessees of its other or similar products.
11.2
Product Warranty.
The product forming a part of the Hybrid