A
STATEMENT OF PRINCIPAL'S RIGHTS THERETO.
AGENT WILL NOT, DURING THE TERM OF
THIS AGREEMENT OR AT ANY TIME THEREAFTER, CLAIM ANY RIGHT OR PROPERTY INTEREST
IN SUCH PATENTS, TRADEMARKS, TRADENAMES, COPYRIGHTS AND DESIGNS, OR TAKE OR
PERMIT ANY ACTION WHICH WILL HAVE AN ADVERSE EFFECT ON PRINCIPAL'S RIGHTS TO
SUCH OWNED OR LICENSED PATENTS, TRADEMARKS, TRADENAMES, COPYRIGHTS AND DESIGNS.
IN CASE SUCH RIGHTS OF PRINCIPAL OR ITS CUSTOMERS ARE ABUSED, AGENT WILL DO ITS
BEST TO GIVE NOTICE TO PRINCIPAL AND TO HELP PRINCIPAL AVOID THE SAME, BUT ALL
COSTS INVOLVED WILL BE PAID BY PRINCIPAL.
9
B.
PRINCIPAL SHALL OWN THE EXCLUSIVE RIGHTS TO THE TRADE DRESS AND VISUAL
DESIGN OF THE PRODUCTS, PRODUCT MATERIALS, AND RELATED PACKAGING FOR THE
PRODUCTS.
PRINCIPAL SHALL ALSO OWN ALL RIGHT, TITLE AND INTEREST IN ALL
TOOLING, MOLDS OR SPECIAL EQUIPMENT WHICH HAVE BEEN FURNISHED OR PAID FOR BY, OR
CHARTED AGAINST, PRINCIPAL IN CONNECTION WITH THE MANUFACTURE OF THE PRODUCTS.
12.
NON-COMPETE.
AGENT AGREES THAT DURING THE TERM OF THIS AGREEMENT AND
FOR THIRTY‐SIX (36) MONTHS THEREAFTER, NEITHER IT NOR ITS AFFILIATES OR
SUBSIDIARIES SHALL SOURCE OR SUPPLY TO ANY PARTY OTHER THAN PRINCIPAL, PRODUCTS
THAT, IN PRINCIPAL'S SOLE DETERMINATION, INCORPORATE OR ARE SIMILAR IN NATURE,
USE, APPEARANCE, CONSTRUCTION, DESIGN OR PERFORMANCE TO THE CHARACTERISTICS OF
ANY OF PRINCIPAL'S PRODUCTS.
13.
CONFIDENTIALITY.
A.
FOR THE PURPOSES HEREOF, "CONFIDENTIAL INFORMATION" SHALL MEAN ALL
PROPRIETARY AND CONFIDENTIAL INFORMATION AND TRADE SECRETS OF A PARTY ABOUT ITS
BUSINESS, INCLUDING WITHOUT LIMITATION DESIGNS, DRAWINGS AND GRAPHICS AND
INFORMATION ABOUT COLORS, FABRICS AND OTHER MATERIALS, NEW AND MODIFIED PRODUCTS
FINANCIAL AND BUSINESS DATA AND PLANS AND RELATED REPORTS.
B.
EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY'S CONFIDENTIAL INFORMATION
CONSTITUTES VALUABLE AND PROPRIETARY TRADE SECRETS OF SUCH OTHER PARTY AND,
EXCEPT AS PROVIDED HEREIN OR IN ANY OTHER AGREEMENTS BETWEEN THE PARTIES OR
THEIR AFFILIATES, SUCH PARTY SHALL NOT USE OR CAUSE TO BE USED OR DISCLOSE OR
CAUSE TO BE DISCLOSED ANY CONFIDENTIAL INFORMATION UNLESS OTHERWISE AUTHORIZED
IN WRITING.
EACH PARTY SHALL LIMIT ACCESS TO CONFIDENTIAL INFORMATION TO THE
OTHER PARTY TO THOSE EMPLOYEES OR AGENTS WHOSE DUTIES REQUIRE THE POSSESSION
THEREOF, AND SUCH PARTY SHALL INFORM THEM OF THE CONFIDENTIAL NATURE THEREOF.
EACH PARTY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO SAFEGUARD THE OTHER
PARTY'S CONFIDENTIAL INFORMATION AND TO PREVENT THE UNAUTHORIZED, NEGLIGENT OR
INADVERTENT USE OF DISCLOSURE THEREOF.
AT THE END OF THE TERM HEREOF, EACH
PARTY WILL RETURN OR DESTROY THE OTHER PARTIES CONFIDENTIAL INFORMATION.
C.
THE PARTIES RECOGNIZE THAT REMEDY AT LAW FOR ANY BREACH OF THE PROVISIONS OF
THIS PARAGRAPH WILL BE INADEQUATE AND, ACCORDINGLY, AGREE THAT IN ADDITION TO
SUCH OTHER REMEDIES THAT MAY BE AVAILABLE, AT LAW OR IN EQUITY, ANY COURT OF
COMPETENT JURISDICTION MAY ENJOIN, WITHOUT THE NECESSITY OF REQUIRING PROOF OF
ACTUAL DAMAGES OR THE POSTING OF ANY BOND OR OTHER SECURITY, ANY ACTUAL OR
THREATENED BREACH OF THE PROVISIONS OF ANY OF THIS PARAGRAPH.
14.
RIGHTS UPON CANCELLATION OR TERMINATION.
UPON THE CANCELLATION OR
TERMINATION