IN RESPECT OF WHICH INDEMNITY IS SOUGHT PURSUANT TO
ARTICLE IX, INCLUDING, BUT NOT LIMITED TO, PROVIDING THE OTHER PARTY WITH
REASONABLE ACCESS TO EMPLOYEES AND OFFICERS (INCLUDING AS WITNESSES) AND OTHER
INFORMATION. THE REMEDIES PROVIDED IN THIS ARTICLE IX WILL NOT BE EXCLUSIVE OF
OR LIMIT ANY OTHER REMEDIES THAT MAY BE AVAILABLE TO THE INDEMNIFIED PARTIES.
11
ARTICLE X
INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY
SECTION 10.1
TRADEMARKS. EDWARDS SHALL HAVE THE RIGHT TO INDICATE TO THE PUBLIC
THAT IT IS AN AUTHORIZED DISTRIBUTOR OF THE PRODUCTS AND TO MARKET AND SELL THE
PRODUCTS UNDER THE TRADEMARKS, SERVICE MARKS AND TRADE NAMES THAT PLC MAY ADOPT
FROM TIME TO TIME. EDWARDS SHALL NOT ALTER, OBSCURE OR REMOVE ANY TRADEMARKS,
SERVICE MARKS OR TRADE NAMES OF PLC WHICH ARE CONTAINED ON OR IN OR AFFIXED TO
THE PRODUCTS AT THE TIME OF SHIPMENT. EDWARDS SHALL NOT USE ANY TRADEMARKS,
SERVICE MARKS OR TRADE NAMES OF PLC IN CONNECTION WITH ANY BUSINESS CONDUCTED BY
EDWARDS OTHER THAN DEALING WITH THE PRODUCTS IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT. EDWARDS AGREES THAT ITS USE OF THE TRADEMARKS, SERVICE MARKS AND
TRADE NAMES OF PLC SHALL NOT CREATE IN ITS FAVOR ANY RIGHT, TITLE OR INTEREST
THEREIN AND ACKNOWLEDGES PLC'S EXCLUSIVE RIGHT, TITLE AND INTEREST THERETO.
EDWARDS AGREES THAT IT WILL NOT USE, WITHOUT PLC'S PRIOR WRITTEN CONSENT, ANY
MARK WHICH IS SIMILAR TO OR IS LIKELY TO BE CONFUSED WITH ANY TRADEMARKS,
SERVICE MARKS OR TRADE NAMES OF PLC. EDWARDS' RIGHTS TO USE THE TRADEMARKS,
SERVICE MARKS AND TRADE NAMES OF PLC AS SET FORTH IN THIS SECTION 10.1 SHALL
TERMINATE UPON TERMINATION OR EXPIRATION OF THIS AGREEMENT.
SECTION 10.2
CONFIDENTIAL INFORMATION. IN ORDER TO AVOID DISCLOSURE OF
CONFIDENTIAL AND PROPRIETARY INFORMATION TO ANY OTHER PERSON, FIRM OR
CORPORATION, THE PARTIES AGREE THAT DURING THE TERM OF THIS AGREEMENT AND FOR A
PERIOD OF THREE YEARS FROM THE TERMINATION OF THIS AGREEMENT EACH WILL TREAT ANY
SUCH INFORMATION WHICH IS RECEIVED FROM ONE ANOTHER IN WRITING AND CLEARLY
MARKED AS "CONFIDENTIAL" OR IF DISCLOSED ORALLY, WHICH IS CONFIRMED IN WRITING
AS "CONFIDENTIAL" WITHIN THIRTY (30) DAYS OF INITIAL DISCLOSURE, WITH THE SAME
DEGREE OF CARE THAT EACH EMPLOYS WITH RESPECT TO ITS OWN INFORMATION WHICH IT
DOES NOT DESIRE TO HAVE PUBLISHED OR DISSEMINATED. IT IS UNDERSTOOD THAT EACH
PARTY SHALL BE LIABLE FOR ANY UNAUTHORIZED DISCLOSURE SHOULD IT FAIL TO
SAFEGUARD THE DISCLOSED INFORMATION WITH SUCH CARE. THIS OBLIGATION SHALL
SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT. THE PARTIES SHALL NOT
HAVE ANY OBLIGATION WITH RESPECT TO SUCH INFORMATION WHICH IS:
(A)
INDEPENDENTLY DEVELOPED BY THE RECEIVING
PARTY WITHOUT THE BENEFIT OF THE DISCLOSURE OR IS ALREADY KNOWN TO THE RECEIVING
PARTY AT THE TIME OF THE DISCLOSURE, AS EVIDENCED BY WRITTEN DOCUMENTATION;
(B)
PUBLICLY KNOWN OR BECOMES PUBLICLY KNOWN
WITHOUT THE WRONGFUL ACT OR BREACH OF THIS AGREEMENT BY THE RECEIVING PARTY; OR
(C)
RIGHTFULLY RECEIVED BY THE RECEIVING PARTY
FROM A THIRD-PARTY WHO IS NOT UNDER