DELAYED OR
CONDITIONED.
THE INDEMNIFIED PARTY SHALL HAVE THE RIGHT AND OBLIGATION TO
REASONABLY COOPERATE WITH THE INDEMNIFYING PARTY, AT THE INDEMNIFYING PARTY'S
EXPENSE, IN THE DEFENSE, SETTLEMENT OR OTHER RESOLUTION OF ANY CLAIM.
IF THE
INDEMNIFYING PARTY FAILS TO TIMELY AND ADEQUATELY CONDUCT THE DEFENSE OF ANY
CLAIM, THEN THE OTHER PARTY SHALL BE ENTITLED TO TAKE OVER CONTROL OF SUCH
DEFENSE, INCLUDING WITHOUT LIMITATION THE RIGHT TO SELECT NEW COUNSEL. IF THE
INDEMNIFIED PARTY UNREASONABLY WITHHOLDS, DELAYS OR CONDITIONS ITS CONSENT TO
ANY SETTLEMENT FOR WHICH SUCH CONSENT IS REQUIRED PURSUANT TO THIS SECTION
13.03, THEN THE INDEMNIFYING PARTY SHALL CONTINUE TO CONTROL THE DEFENSE OF SUCH
CLAIM AND SHALL HAVE THE RIGHT TO COMMENCE AN ACTION AGAINST THE INDEMNIFIED
PARTY IN ACCORDANCE WITH THE DISPUTE RESOLUTION PROCEDURES OUTLINED IN SECTION
17.02 HEREIN IN THE EVENT ADVERSE RESULT (INCLUDING ANY LOSSES) RESULTING FROM A
JUDGMENT OR OTHER DETERMINATION IN SUCH PROCEEDING IS LESS FAVORABLE TO
INDEMNIFYING PARTY THAN THE SETTLEMENT AS TO WHICH INDEMNIFIED PARTY FAILED OR
REFUSED TO PROVIDE ITS CONSENT.
20
13.04
LIMITATIONS OF LIABILITY.
A.
SPECIAL DAMAGES.
NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR
INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, EVEN IF SUCH
DAMAGES WERE FORESEEABLE..
B.
EXCLUSIVE REMEDIES.
THERE ARE NO WARRANTIES, REPRESENTATIONS OR
OTHER AGREEMENTS BETWEEN THE PARTIES IN CONNECTION WITH THE SUBJECT MATTER
HEREOF EXCEPT AS SPECIFICALLY SET FORTH HEREIN AND THE SUPPLIER BUYING
AGREEMENT.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE INDEMNIFICATION
RIGHTS PROVIDED HEREUNDER SHALL BE THE EXCLUSIVE REMEDY OF THE PARTIES WITH
RESPECT TO ANY THIRD-PARTY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT.
ARTICLE XIV.
CONFIDENTIALITY
14.01
CONFIDENTIAL INFORMATION.
DURING THE TERM OF THIS AGREEMENT, EACH
PARTY OR ITS SUBSIDIARIES OR AFFILIATES MAY RECEIVE, OR OTHERWISE ACQUIRE FROM
THE OTHER PARTY, NON-PUBLIC TECHNOLOGY, KNOW-HOW, OR INFORMATION (INCLUDING
WITHOUT LIMITATION, ANY TECHNICAL, BUSINESS, FINANCIAL, PRODUCT, MARKETING,
CUSTOMER, SUPPLIER OR OTHER INFORMATION) RELATED TO THE OTHER PARTY OR ITS
SUBSIDIARIES OR AFFILIATES ("CONFIDENTIAL INFORMATION").
14.02
NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.
EACH PARTY SHALL (I)
USE THE CONFIDENTIAL INFORMATION OF THE OTHER PARTY SOLELY FOR PURPOSES OF THIS
AGREEMENT AND (II) SHALL DISCLOSE CONFIDENTIAL INFORMATION OF THE OTHER PARTY
ONLY TO ITS OFFICERS, EMPLOYEES, AND THIRD PARTY CONSULTANTS WHOSE DUTIES
REASONABLY REQUIRE FAMILIARITY WITH SUCH INFORMATION.
EACH PARTY SHALL OBTAIN
FROM ANY SUCH THIRD PARTY CONSULTANT A LEGALLY ENFORCEABLE WRITTEN AGREEMENT NOT
TO DISCLOSE THE OTHER PARTY'S CONFIDENTIAL INFORMATION, OR KNOWLEDGE OR KNOW-HOW
DERIVED THEREFROM, TO ANY OTHER PERSON OR USE SUCH CONFIDENTIAL INFORMATION FOR
ANY PURPOSES OTHER THAN THOSE CONTEMPLATED BY THIS AGREEMENT.
EACH PARTY SHALL
TAKE ALL COMMERCIALLY REASONABLE ACTIONS TO PROTECT THE OTHER PARTY'S
CONFIDENTIAL INFORMATION FROM DISCLOSURE OR MISAPPROPRIATION (BUT IN NO EVENT
SHALL SUCH PARTY USE LESS THAN A REASONABLE DEGREE OF CARE) AND SHALL BE
RESPONSIBLE FOR COMPLIANCE WITH THE RESTRICTIONS IN THIS AGREEMENT BY ITS
AFFILIATES AND THE OFFICERS, EMPLOYEES AND THIRD PARTY CONSULTANTS OF ITSELF AND
ITS AFFILIATES.
THE CONFIDENTIALITY OBLIGATIONS OF THE PARTIES SHALL CONTINUE
INDEFINITELY AS