CEASE TO BE REPRESENTATIVES).
10.2
DISCLOSURE REQUIRED BY LAW.
IN THE EVENT
RECIPIENT, OR ANY OF ITS REPRESENTATIVES, IS REQUESTED OR BECOMES LEGALLY
COMPELLED (BY DEPOSITION, INTERROGATORY, REQUEST FOR DOCUMENTS, SUBPOENA, CIVIL
INVESTIGATIVE DEMAND OR SIMILAR PROCESS) TO DISCLOSE ANY CONFIDENTIAL
INFORMATION, THEN THE PARTY SO REQUESTED OR COMPELLED WILL PROVIDE DISCLOSING
PARTY WITH PROMPT WRITTEN NOTICE OF SUCH REQUEST OR REQUIREMENT SO THAT
DISCLOSING PARTY MAY SEEK A PROTECTIVE ORDER OR OTHER APPROPRIATE REMEDY OR
WAIVE COMPLIANCE WITH THE TERMS OF THIS AGREEMENT.
IN THE EVENT THAT SUCH
PROTECTIVE ORDER OR OTHER REMEDY IS NOT OBTAINED, OR THAT DISCLOSING PARTY
WAIVES COMPLIANCE WITH THE PROVISIONS HEREOF, THE PERSON SO REQUESTED OR
COMPELLED WILL FURNISH ONLY THAT PORTION OF THE CONFIDENTIAL INFORMATION THAT IT
IS ADVISED BY OUTSIDE LEGAL COUNSEL IS LEGALLY REQUIRED TO BE DISCLOSED AND TO
EXERCISE REASONABLE EFFORTS TO OBTAIN ASSURANCE THAT CONFIDENTIAL TREATMENT WILL
BE ACCORDED THE CONFIDENTIAL INFORMATION.
ACH ACKNOWLEDGES AND AGREES THAT A
COPY OF THIS AGREEMENT WILL BE FILED BY MERISANT WORLDWIDE, INC. AND MERISANT
COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION.
10.3
RETURN OF CONFIDENTIAL INFORMATION.
ALL
CONFIDENTIAL INFORMATION, UNLESS OTHERWISE SPECIFIED IN WRITING, REMAINS THE
PROPERTY OF THE DISCLOSING PARTY. UPON THE REQUEST OF DISCLOSING PARTY FOLLOWING
TERMINATION OF THIS AGREEMENT, RECIPIENT AGREES TO PROMPTLY RETURN TO DISCLOSING
PARTY ALL DOCUMENTS, REPORTS, EXHIBITS AND OTHER MATERIALS PROVIDED BY OR ON
BEHALF OF DISCLOSING PARTY CONTAINING CONFIDENTIAL INFORMATION.
IN ADDITION,
RECIPIENT AGREES TO DESTROY ALL WORKING PAPERS CONTAINING ANY CONFIDENTIAL
INFORMATION OR EXTRACTS THEREFROM, AND ALL COPIES OF ANY NOTES, ANALYSES,
COMPILATIONS, STUDIES OR OTHER DOCUMENTS THAT IT OR ITS REPRESENTATIVES PREPARED
CONTAINING OR REFLECTING ANY CONFIDENTIAL INFORMATION AND, IF REQUESTED BY
DISCLOSING PARTY, TO DELIVER A CERTIFICATE EXECUTED BY AN APPROPRIATE OFFICER OF
RECIPIENT CERTIFYING THAT ALL SUCH MATERIALS HAVE BEEN DESTROYED.
NOTWITHSTANDING THE FOREGOING, RECIPIENT SHALL BE ENTITLED TO RETAIN IN ITS
LEGAL DEPARTMENT, FOR RECORD AND AUDIT PURPOSES ONLY, IN ITS LEGAL DEPARTMENT
ONE COPY OF ANY SUCH MATERIALS REFERRED TO ABOVE IN THIS SECTION 10.3
10.4
REMEDIES.
RECIPIENT ACKNOWLEDGES AND AGREES THAT
REMEDIES AT LAW FOR ANY ACTUAL OR THREATENED BREACH BY IT OF THE COVENANTS
CONTAINED IN THIS ARTICLE WOULD BE INADEQUATE AND THAT DISCLOSING PARTY WILL BE
ENTITLED TO EQUITABLE RELIEF, INCLUDING INJUNCTION AND SPECIFIC PERFORMANCE, IN
THE EVENT OF ANY BREACH OF THE PROVISIONS OF THIS ARTICLE, IN ADDITION TO ALL
OTHER REMEDIES AVAILABLE TO DISCLOSING PARTY AT LAW OR IN EQUITY.
ARTICLE XI
MISCELLANEOUS
11.1
RELATIONSHIP OF THE PARTIES.
THE RELATIONSHIP OF
MERISANT AND ACH UNDER THIS AGREEMENT IS THAT OF SELLER AND PURCHASER, AND
NOTHING CONTAINED IN THIS AGREEMENT AND NO ACTION TAKEN BY EITHER PARTY TO THIS
AGREEMENT WILL BE DEEMED TO: (I) CONSTITUTE
20
EITHER PARTY OR ANY OF SUCH PARTY'S EMPLOYEES, AGENTS OR REPRESENTATIVES TO BE
AN EMPLOYEE, AGENT OR REPRESENTATIVE OF THE OTHER PARTY, OR (II) CREATE ANY
PARTNERSHIP, JOINT VENTURE, ASSOCIATION OR SYNDICATE AMONG OR BETWEEN THE
PARTIES, OR (III) CONFER ON EITHER PARTY ANY EXPRESS OR