IS REASONABLE TO ASSUME THAT A SETTLEMENT OR COMPROMISE OF THE ACTION
WOULD ADVERSELY AFFECT THE INDEMNIFIED PARTY, THE INDEMNIFYING PARTY SHALL NOT
SETTLE OR COMPROMISE THE ACTION WITHOUT THE WRITTEN CONSENT OF THE
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INDEMNIFIED PARTY, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, THE INDEMNIFIED PARTY SHALL HAVE
THE RIGHT TO PARTICIPATE IN ANY SUCH ACTION WITH THE INDEMNIFYING PARTY WITH
COUNSEL OF THE INDEMNIFIED PARTY'S CHOOSING, AT THE INDEMNIFIED PARTY'S OWN
COST.
NOTWITHSTANDING THE FOREGOING, DISTRIBUTOR SHALL NOT ENTER INTO ANY
SETTLEMENT OR CONSENT TO THE MAKING OF ANY ORDER WHICH WOULD BE PREJUDICIAL TO
THE VALIDITY OR ENFORCEABILITY OF ANY PATENT OR ANY OTHER INTELLECTUAL PROPERTY
RIGHT OF COMPANY WITHOUT OBTAINING THE PRIOR, WRITTEN CONSENT OF COMPANY.
14.5.
COVENANT TO CO-OPERATE.
IN THE EVENT THAT EITHER COMPANY OR
DISTRIBUTOR BECOMES AWARE OF ANY THIRD PARTY MARKETING AND/OR SELLING ANY
PRODUCT IN THE FIELD IN THE TERRITORY AND SUCH ACTIVITY IS INFRINGES ON ANY
PATENTS OR VIOLATES ANY AGREEMENT BETWEEN THE COMPANY AND SUCH THIRD PARTY, THE
PARTY WITH SUCH INFORMATION SHALL NOTIFY THE OTHER PARTY, AND COMPANY AGREES TO
CONSULT WITH DISTRIBUTOR TO DEVELOP A JOINT STRATEGY FOR COMPANY TO TAKE ALL
LEGAL ACTIONS, AT COMPANY'S EXPENSE, NECESSARY TO ENFORCE DISTRIBUTOR'S
EXCLUSIVE RIGHTS WITH RESPECT TO THE PRODUCT IN THE FIELD IN THE TERRITORY.
DISTRIBUTOR SHALL PROVIDE COMPANY WITH SUCH INFORMATION, ASSISTANCE AND
COOPERATION, AS COMPANY REASONABLY REQUESTS TO HELP COMPANY ENFORCE
DISTRIBUTOR'S RIGHTS HEREUNDER.
COMPANY SHALL NOT SETTLE OR COMPROMISE THE
ACTION WITHOUT THE WRITTEN CONSENT OF DISTRIBUTOR, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD.
14.6.
LIMITATION ON LIABILITY.
EXCEPT FOR DAMAGE PROVISIONS OF
SECTION 4.8, AND THE PARTIES' INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, NO
PARTY SHALL BE LIABLE TO THE OTHER FOR ANY AMOUNTS REPRESENTING LOSS OF DATA,
REPROCUREMENT COSTS, LOST REVENUES OR PROFITS, PUNITIVE DAMAGES, OR FOR ANY
OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
15.
CONFIDENTIALITY AND NON-USE
15.1.
OBLIGATION.
DURING THE TERM OF THIS AGREEMENT, A PARTY ("DISCLOSING
PARTY") MAY DISCLOSE TO THE OTHER PARTY, ITS AFFILIATE'S DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS ("RECEIVING PARTY") CERTAIN CONFIDENTIAL INFORMATION.
THE
RECEIVING PARTY SHALL KEEP CONFIDENTIAL INFORMATION CONFIDENTIAL AND SUCH
CONFIDENTIAL INFORMATION SHALL NOT, WITHOUT THE DISCLOSING PARTY'S PRIOR WRITTEN
CONSENT, BE DISCLOSED BY THE RECEIVING PARTY TO ANY PERSON OR ENTITY NOT A PARTY
TO THIS AGREEMENT IN ANY MANNER WHATSOEVER IN WHOLE OR IN PART, AND SHALL NOT BE
USED BY A RECEIVING PARTY OTHER THAN IN CONNECTION WITH THE PURPOSES
CONTEMPLATED BY THIS AGREEMENT.
CONFIDENTIAL INFORMATION SHALL BE DISCLOSED
ONLY TO THE AFFILIATES DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF THE
RECEIVING PARTY WHO NEED TO KNOW SUCH CONFIDENTIAL INFORMATION FOR THE PURPOSES
OF THIS AGREEMENT.
THE RECEIVING PARTY HERETO AGREES THAT, UNLESS REQUIRED BY
APPLICABLE LAW OR LEGAL PROCESS, IT WILL NOT DISCLOSE TO ANY THIRD PARTY
CONFIDENTIAL INFORMATION, NOR USE SUCH CONFIDENTIAL INFORMATION IT RECEIVES FROM
THE DISCLOSING PARTY, FOR ANY PURPOSE OTHER THAN THAT CONTEMPLATED UNDER THIS
AGREEMENT.
15.2.
SURVIVAL.
THE OBLIGATIONS SET