Epson or SMOS under the
Purchase Agreement will be fully enforceable by Epson even though Epson has not
executed the Purchase Agreement.
Furthermore, Epson agrees that any indemnity
or warranty that Epson or SMOS purports to provide to Lattice under the Purchase
Agreement will be fully enforceable by Lattice even though Epson has not
executed the Purchase Agreement.
In the event that any claims for intellectual
property rights infringements described in the Purchase Agreement prevent the
parties from fulfilling the Supply Commitment and the Purchase Commitment, the
parties will mutually agree on a fair and equitable solution without affecting
in any way the right of either party to terminate this Agreement for cause
pursuant to Article 14.4 as a consequence of failure of the other party to
fulfill this Agreement and the Purchase Agreement as the case may be.
The
parties acknowledge that the covenants contained in this Article 12 are an
essential part of this Agreement.
14
* Omitted and filed separately with the SEC pursuant to a confidential treatment
request
13.
Confidential Information.
13.1 DEFINITIONS.
"CONFIDENTIAL INFORMATION" MEANS TECHNICAL INFORMATION, SPECIFICATIONS, DATA,
DRAWINGS, DESIGNS OR KNOW-HOW, PRICES, ORDER VOLUMES, FORECASTS, FINANCIAL
INFORMATION, STRATEGIC PLANS, AND OTHER IMPORTANT BUSINESS INFORMATION DISCLOSED
BETWEEN EPSON AND LATTICE, OR SMOS AND LATTICE IN CONNECTION WITH THIS
AGREEMENT.
CONFIDENTIAL INFORMATION INCLUDES INFORMATION OR MATERIAL THAT IS
EXPRESSLY COVERED BY CONFIDENTIALITY PROVISIONS OF EXISTING AGREEMENTS OR THE
PURCHASE AGREEMENT, IT BEING UNDERSTOOD THAT SUCH PROVISIONS WILL APPLY.
13.2 MARKING.
IF CONFIDENTIAL INFORMATION IS PROVIDED IN A TANGIBLE FORM, IT WILL BE MARKED AS
CONFIDENTIAL OR PROPRIETARY.
IF CONFIDENTIAL INFORMATION IS PROVIDED ORALLY, IT
WILL BE TREATED AS CONFIDENTIAL AND PROPRIETARY IF IT IS TREATED AS CONFIDENTIAL
OR PROPRIETARY AT THE TIME OF DISCLOSURE BY THE DISCLOSING PARTY AND DESCRIBED
AS SUCH IN A WRITING PROVIDED TO THE OTHER PARTY WITHIN THIRTY (30) DAYS OF THE
ORAL DISCLOSURE, WHICH WRITING WILL BE MARKED AS CONFIDENTIAL OR PROPRIETARY.
MATERIAL THAT IS NOT MARKED AS REQUIRED BY THIS ARTICLE 13.2 WILL NOT BE DEEMED
CONFIDENTIAL INFORMATION.
13.3 RESTRICTIONS ON USE.
DURING THE TERM OF THIS AGREEMENT AND FOR A PERIOD OF [*] YEARS FOLLOWING
DISCLOSURE OF ANY CONFIDENTIAL INFORMATION, THE RECEIVING PARTY WILL: (A) HOLD
THE CONFIDENTIAL INFORMATION IN CONFIDENCE USING THE SAME DEGREE OF CARE THAT IT
NORMALLY EXERCISES TO PROTECT ITS OWN PROPRIETARY INFORMATION BUT NO LESS THAN A
REASONABLE DEGREE OF CARE, (B) RESTRICT DISCLOSURE AND USE OF CONFIDENTIAL
INFORMATION SOLELY TO THOSE EMPLOYEES (INCLUDING ANY CONTRACT EMPLOYEES OR
CONSULTANTS) OF SUCH PARTY ON A NEED-TO-KNOW BASIS, AND NOT DISCLOSE IT TO OTHER
EMPLOYEES OR PARTIES, AND (C) RESTRICT THE NUMBER OF COPIES OF CONFIDENTIAL
INFORMATION TO THE NUMBER REQUIRED TO CARRY OUT ITS OBLIGATIONS UNDER THIS
AGREEMENT.
13.4 EXCEPTIONS TO CONFIDENTIALITY OBLIGATIONS.
NEITHER PARTY WILL USE OR DISCLOSE THE OTHER PARTY'S CONFIDENTIAL INFORMATION
EXCEPT AS PERMITTED BY THIS AGREEMENT.
THE RECEIVING PARTY, HOWEVER, WILL HAVE
NO OBLIGATIONS CONCERNING THE DISCLOSING PARTY'S CONFIDENTIAL INFORMATION IF THE
DISCLOSING PARTY'S CONFIDENTIAL INFORMATION:
A)
IS MADE