TREAT AS CONFIDENTIAL ALL TERMS, PRICING, SPECIFICATIONS AND OTHER
INFORMATION SUPPLIED BY THE OTHER PARTY OR OBTAINED AS A RESULT OF PERFORMANCE
UNDER THIS AGREEMENT.
NEITHER PARTY SHALL DISCLOSE ANY INFORMATION RELATED TO
OR DISCLOSED UNDER THIS AGREEMENT TO ANY PERSON NOT AUTHORIZED BY THE OTHER
PARTY IN WRITING TO RECEIVE IT, UNLESS REQUIRED BY LAW TO DO SO.
NOTWITHSTANDING THE ABOVE, NEITHER PARTY SHALL HAVE AN OBLIGATION OF
CONFIDENTIALITY WITH RESPECT TO INFORMATION WHICH:
(I) WAS IN THE PUBLIC DOMAIN
AT THE TIME OF RECEIPT FROM THE OTHER PARTY, OR WHICH SUBSEQUENTLY ENTERS INTO
THE PUBLIC DOMAIN THROUGH NO FAULT OF THE RECEIVING PARTY; (II) WAS KNOWN AND
CAN BE SHOWN TO HAVE BEEN KNOWN BY THE RECEIVING PARTY AT THE TIME OF RECEIPT
FROM THE OTHER PARTY AND WAS NOT PREVIOUSLY ACQUIRED FROM THE OTHER PARTY ON A
CONFIDENTIAL BASIS; OR (III) BECOMES KNOWN TO THE RECEIVING PARTY ON A
NON-CONFIDENTIAL BASIS THROUGH A THIRD PARTY WHOSE OWN ACQUISITION AND
DISCLOSURE WERE INDEPENDENT OF THE OTHER PARTY.
7.
REPRESENTATIONS AND WARRANTIES OF
SUPPLIER.
SUPPLIER WARRANTS AND REPRESENTS THAT ALL INGREDIENTS SHALL, UPON
DELIVERY TO BUYER:
4
(A)
COMPLY WITH ALL APPLICABLE FEDERAL AND
STATE LAWS, RULES AND REGULATIONS INCLUDING, WITHOUT LIMITATION, THE FEDERAL
FOOD, DRUG AND COSMETIC ACT AND THE FEDERAL MEAT INSPECTION ACT;
(B)
BE GOODS THAT ARE ARTICLES WHICH, UNDER THE
PROVISIONS OF SECTION 404, 505 OR 512 OF THE FEDERAL FOOD, DRUG AND COSMETIC
ACT, MAY BE INTRODUCED INTO INTERSTATE COMMERCE;
(C)
NOT BE MISBRANDED WITHIN THE MEANING OF ANY
FEDERAL, STATE OR LOCAL LAW, WHEN BEARING LABELS IN ACCORDANCE WITH THE
SPECIFICATIONS; AND
(D)
BE UNADULTERATED, MERCHANTABLE AND FIT FOR HUMAN CONSUMPTION UNDER
APPLICABLE U.S. LAW, AND OTHERWISE COMPLY WITH THE SPECIFICATIONS.
8.
DEFAULT AND TERMINATION.
8.1
DEFAULT UNDER THIS AGREEMENT SHALL MEAN:
(I)
IN RESPECT TO EITHER PARTY:
(I) AN ASSIGNMENT FOR THE BENEFIT OF
CREDITORS WHICH IS NOT DISMISSED WITHIN THIRTY (30) DAYS; OR (II) ANY PROCEEDING
RELATING TO BANKRUPTCY, INSOLVENCY OR DEBTOR'S RELIEF BEING INITIATED BY OR
AGAINST SUCH PARTY UNLESS SUCH PROCEEDING IS DISMISSED OR THIS AGREEMENT IS
ASSUMED IN SUCH PROCEEDING WITHIN SIXTY (60) DAYS;
(II)
FAILURE BY EITHER PARTY TO FULFILL ANY OF ITS MATERIAL
OBLIGATIONS UNDER THIS AGREEMENT, WHICH IN RESPECT TO SUPPLIER SHALL INCLUDE,
BUT NOT BE LIMITED TO, SUPPLIER'S FAILURE TO:
(I) TIMELY PROVIDE THE
INGREDIENTS TO BUYER; (II) COMPLY WITH THE WARRANTIES SET FORTH IN SECTION 6; OR
(III) PERMIT BUYER TO PERFORM THE INSPECTIONS AS PROVIDED HEREIN; OR
(III)
FAILURE BY EITHER PARTY TO PAY ANY AMOUNT DUE TO THE OTHER WITHIN
THE TERMS AGREED TO UNDER THIS AGREEMENT, UNLESS DISPUTED IN GOOD FAITH BY SUCH
PARTY.
8.2
THE DEFAULTING PARTY SHALL BE GIVEN TEN (10) DAYS TO CURE A
DEFAULT AFTER RECEIVING WRITTEN NOTICE FROM THE NON-DEFAULTING PARTY.
IF THE
DEFAULTING PARTY FAILS TO CURE IN SUCH TEN (10) DAY PERIOD, THE NON-DEFAULTING
PARTY MAY IMMEDIATELY TERMINATE THIS AGREEMENT UPON WRITTEN NOTICE TO THE
DEFAULTING PARTY.
8.3
EXPIRATION OR TERMINATION OF