WRITTEN NOTIFICATION WITHIN *** AFTER THE DELIVERY, THE INSPECTION OF
APPEARANCE OF THE PACKAGE SHALL BE REGARDED AS ACCEPTED.
10.2
THE FINAL INSPECTION OF THE PRODUCTS WILL TAKE
PLACE BY SUNPOWER WITHIN AND NOT LATER THAN *** AFTER THE DELIVERY DATE. IF THE
PRODUCT DOES NOT MEET THE
***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
8
SCHEDULE 1 SPECIFICATIONS, SUNPOWER SHALL NOTIFY AND SUBMIT TO NORSUN
DOCUMENTARY EVIDENCE OF THE RESULT OF THE FINAL INSPECTION WHEREUPON NORSUN
SHALL HAVE THE RIGHT TO UNDERTAKE ITS OWN INSPECTION.
10.3
IN THE EVENT THAT THE PRODUCTS DO NOT MEET THE
SCHEDULE 1 SPECIFICATIONS, SUNPOWER SHALL HAVE THE RIGHT PURSUANT TO SECTION 12
TO REJECT SUCH DEFECTIVE PRODUCTS AND RETURN THEM TO NORSUN. THE DEFECTIVE
PRODUCTS SHALL BE REPLACED BY NORSUN ACCORDING TO THE REJECTED MATERIAL
ADMINISTRATION (RMA) PROCEDURE. NORSUN SHALL EXAMINE AND JUDGE THE RETURNED
PRODUCTS WITHIN *** AFTER RECEIPT.
NORSUN SHALL BEAR ANY AND ALL COSTS AND
EXPENSES INCURRED BY SUNPOWER RELATED TO THE RETURN OF THE DEFECTIVE PRODUCTS
AND SHALL PROVIDE SUCH REMEDIES AS SET FORTH IN SECTION 12.2.
10.4
ALL MANUFACTURING FACILITIES OF NORSUN SHALL BE
SUBJECT TO QUALITY ASSURANCE AUDITS BY SUNPOWER AT ALL REASONABLE TIMES AND
PLACES. IF SUCH AUDIT IS MADE ON NORSUN'S PREMISES, NORSUN SHALL PROVIDE WITHOUT
ADDITIONAL CHARGE, ALL REASONABLE FACILITIES AND ASSISTANCE FOR SUCH AUDIT.
ALL
QUALITY ASSURANCE RECORDS RELATING TO THE PRODUCTS SHALL BE AVAILABLE TO
SUNPOWER DURING THE PERFORMANCE OF THIS AGREEMENT.
NOTHING HEREIN SHALL REQUIRE
NORSUN TO DISCLOSE CONFIDENTIAL INFORMATION RELATING TO TECHNOLOGY LICENSED TO
NORSUN BY THIRD PARTIES.
11.
CONFIDENTIALITY
11.1
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE TERMS
OF THIS AGREEMENT AND CERTAIN INFORMATION EXCHANGED BETWEEN THEM PERTAINING TO
THIS AGREEMENT, INCLUDING INFORMATION REGARDING RESEARCH, TECHNOLOGY, PRODUCT
DEVELOPMENTS, MARKETING PLANS OR CONDITIONS, PRODUCTS, BUSINESS STRATEGIES, AND
THE LIKE, CONSTITUTE "CONFIDENTIAL INFORMATION" OF THE PARTY DISCLOSING THE
INFORMATION.
THE PURPOSE OF THE EXCHANGE OF THE CONFIDENTIAL INFORMATION" IS TO
ALLOW THE PARTIES TO MEET THEIR OBLIGATIONS AND RESPONSIBILITIES UNDER THIS
AGREEMENT.
DURING THE TERM OF THIS AGREEMENT, AND FOR A PERIOD OF 15 YEARS
FOLLOWING ITS TERMINATION OR EXPIRATION, EXCEPT AS REQUIRED BY APPLICABLE LAW,
REGULATION OR RULES OF ANY SECURITIES EXCHANGE, THE PARTY RECEIVING ANY
CONFIDENTIAL INFORMATION, AND ITS EMPLOYEES, ATTORNEYS, FINANCIAL ADVISORS,
OFFICERS, DIRECTORS AND SHAREHOLDERS WHO SHALL RECEIVE SUCH CONFIDENTIAL
INFORMATION SHALL NOT, EXCEPT WITH THE PRIOR WRITTEN CONSENT OF THE DISCLOSING
PARTY, USE, DIVULGE, DISCLOSE OR COMMUNICATE, TO ANY PERSON, FIRM, CORPORATION
OR ENTITY, IN ANY MANNER WHATSOEVER, THE TERMS OF THIS AGREEMENT OR ANY
CONFIDENTIAL INFORMATION OF THE DISCLOSING PARTY; PROVIDED, HOWEVER, THAT EACH
PARTY MAY USE, DIVULGE, DISCLOSE OR COMMUNICATE THE TERMS OF THIS AGREEMENT OR
CONFIDENTIAL INFORMATION OF THE DISCLOSING PARTY TO WHOLLY-OWNED OR MAJORITY
OWNED SUBSIDIARIES IF SUCH SUBSIDIARIES UNDERTAKE TO KEEP SUCH INFORMATION
STRICTLY CONFIDENTIAL IN ACCORDANCE WITH THIS SECTION 9 AND EACH SUBSIDIARY HAS
A "NEED TO KNOW".
THE PARTIES WILL BE LIABLE FOR ANY BREACH OF THIS SECTION 9
BY ANY OF