Obligation to Notify and Remedy. The receiving party will immediately give Notice to the disclosing party of any suspected unauthorized use or disclosure of the disclosing party's CONFIDENTIAL MANUFACTURING INFORMATION and the receiving party will be responsible for remedying such unauthorized use or disclosure. In the event that the receiving party or (to the knowledge of the receiving party) any of its representatives is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demands or other similar processes) to disclose any of the disclosing party's CONFIDENTIAL MANUFACTURING INFORMATION, the receiving party shall provide the disclosing party with prompt Notice of any such request or requirement sufficiently timely to allow the disclosing party adequate time to seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. Article 13: (Term and Termination) 13.1 This Agreement shall continue in full force and effect from the Effective Date until the end of the calendar year containing the [*] anniversary of the Effective Date, unless earlier terminated as provided herein (“Term”). If this Agreement has not been earlier terminated, the parties agree to negotiate in good faith, beginning one year prior to end of the Term, for this Agreement's continuation for another [*] year period, on mutually agreeable terms and conditions. 13.2 Notwithstanding anything to the contrary in Section 18.11 (“Force Majeure”), if any governmental agency, entity or authority requires (including through administrative guidance) any changes to this Agreement, PI may terminate this Agreement immediately if the changes are, in PI's sole discretion, detrimental to PI's interests or otherwise not reasonably acceptable to PI, with liability only as set forth in Section 6.6. 13.3 In the event that either party has committed a material breach of this Agreement, the other party shall promptly give Notice thereof to the breaching party, specifying any alleged material breach or breaches. The breaching party shall have sixty (60) days after the effective date of such Notice to have all material breaches specified either remedied or waived (“cured”). If such breaches are not so cured, the other party shall have the right to terminate this Agreement effective upon Notice. 13.4 Either party shall also have the right to terminate this Agreement with immediate effect by giving Notice of termination to the other party at any time upon or after the occurrence of any of the following events with respect to such other party: (a) Insolvency, bankruptcy, reorganization or liquidation or filing of any application therefor, or other commitment of an affirmative act of insolvency, which is not promptly removed or stayed, if (1) such party does not receive prompt, satisfactory, written assurance from the other party that it can meet its obligations under this Agreement, or (2) after such assurance such other party does not continue to meet such obligations; (b) Attachment, execution or seizure of substantially all of the assets or filing of any application therefor which is not promptly released or stayed; (c) Assignment or transfer of that portion of the business to which this Agreement pertains to a trustee for the benefit of creditors; or (d) Termination of its business or dissolution. 13.5 [*]
Appears in 1 contract
Obligation to Notify and Remedy. The receiving party SUPPLIER will immediately give Notice written notice to the disclosing party PI of any suspected unauthorized use or disclosure of the disclosing party's PI’s CONFIDENTIAL MANUFACTURING INFORMATION and the receiving party SUPPLIER will be responsible for remedying such unauthorized use or disclosure. In the event that the receiving party SUPPLIER or (to the knowledge of the receiving partySUPPLIER) any of its representatives is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demands or other similar processes) to disclose any of the disclosing party's PI’s CONFIDENTIAL MANUFACTURING INFORMATION, the receiving party SUPPLIER shall provide the disclosing party PI with prompt Notice written notice of any such request or requirement sufficiently timely to allow the disclosing party PI adequate time to seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. Article 13: (Term and Termination)
13.1 This Agreement shall continue in full force and effect from the Effective Date until the end of the calendar year containing the [*] fifth anniversary of the Effective Date, unless earlier terminated as provided herein (“Term”). If this Agreement has not been earlier terminated, the parties agree to negotiate in good faith, beginning one year prior to end of the Term, for this Agreement's ’s continuation for another [*] five (5) year period, on mutually agreeable terms and conditions.
13.2 Notwithstanding anything to the contrary in Section 18.11 17.11 (“Force Majeure”), if any governmental agency, entity or authority requires (including through administrative guidance) any changes to this Agreement, PI may terminate this Agreement immediately if the changes are, in PI's ’s sole discretion, detrimental to PI's ’s interests or otherwise not reasonably acceptable to PI, with without liability only as set forth in Section 6.6of any kind.
13.3 In the event that either party has committed a material breach of this Agreement, the other party shall promptly give Notice written notice thereof to the breaching party, specifying any alleged material breach or breaches. The breaching party shall have sixty (60) [* * * *] days after the effective date of such Notice written notice to have all material breaches specified either remedied or waived (“cured”). If such breaches are not so cured, the other party shall have the right to terminate this Agreement effective upon Noticewritten notice.
13.4 Either party shall also have the right to terminate this Agreement with immediate effect by giving Notice written notice of termination to the other party at any time upon or after the occurrence of any of the following events with respect to such other party:
(a) Insolvency, bankruptcy, reorganization or liquidation or filing of any application therefor, or other commitment of an affirmative act of insolvency, which is not promptly removed or stayed, if (1) such the first party does not receive prompt, satisfactory, written assurance from the other party that it can meet its obligations under this Agreement, or (2) after such assurance such other party does not continue to meet such obligations;
(b) Attachment, execution or seizure of substantially all of the assets or filing of any application therefor which is not promptly released or stayed;
(c) Assignment or transfer of that portion of the business to which this Agreement pertains to a trustee for the benefit of creditors; or
(d) Termination of its business or dissolution.
13.5 In the event SUPPLIER shall be acquired or controlled, directly or indirectly, by, or shall be consolidated or merged into, any other company or corporation and reasonable written assurance satisfactory to PI shall not be forthcoming in connection therewith as to the continued performance by SUPPLIER’S successor of SUPPLIER’S obligations under this Agreement within [* * * *] days thereafter, or in the event of such other company or corporation being a [* * * *] of PI, then PI shall notify SUPPLIER’S successor immediately of such a determination in writing and will have the right for a period of [* * * *] days to request negotiations to cure any concerns. 13.5 If no cure is obtained, the parties will negotiate in good faith the orderly termination of this Agreement upon written notice by PI to SUPPLIER’S successor.
13.6 No failure or delay on the part of either party in exercising its right of termination hereunder for any one or more causes shall be construed to prejudice its rights of termination for such cause or any other or subsequent cause.
13.7 In the event of expiration or termination of this Agreement, within [****] days after expiration or termination of this Agreement, the receiving party shall return to the disclosing party all media and documentation containing the CONFIDENTIAL INFORMATION and render unusable all said CONFIDENTIAL INFORMATION placed in any storage apparatus under the receiving party’s control. SUPPLIER will promptly produce for PI all documents in any form containing CONFIDENTIAL MANUFACTURING INFORMATION, whether made by PI or by SUPPLIER (including notes made by SUPPLIER), and whether such documents be in hard copy, electronic (including email), optical or other form.
13.8 The termination or expiration of this Agreement shall not release either party from any liability which at said date of termination or expiration has already accrued to the other party.
13.9 Notwithstanding any termination or expiration of this Agreement, the provisions of Articles 1 (“Definitions”), 4 (“INTELLECTUAL PROPERTY RIGHTS”), 11 (“Warranty, Indemnification and Improvements”), and 12 (“Confidentiality”), Sections 13.7, 13.8, 13.9, and Articles 14 (“Government Regulations”), 15 (“Nondisclosure”), and 17 (“Miscellaneous Provisions”) shall survive this Agreement. Article 14: (Government Regulations)
14.1 Both parties hereto acknowledge that the CONFIDENTIAL INFORMATION disclosed by the disclosing party to the receiving party hereunder may be subject to the export control laws, rules or regulations of the relevant countries. The disclosing party shall be responsible for obtaining any export license required under such laws or regulations with respect to the export of any CONFIDENTIAL INFORMATION by the disclosing party, and the receiving party agrees that it will not export or re-export the CONFIDENTIAL INFORMATION communicated pursuant to this Agreement, except in compliance with applicable law, rule or regulation, including without limitation, the U.S. Export Administration Regulations. To the extent the same practically is within its control, the receiving party agrees that no CONFIDENTIAL INFORMATION received from the disclosing party will be knowingly used by the receiving party, directly or indirectly, to make products for customers whom such party knows intend to make use of such products for “[* * * *] Purposes” (defined herein below). For the purpose of this Agreement, “[* * * *] Purposes” means the design, development, or manufacture of any [* * * *], including without limitation [* * * *], [* * * *], [* * * *] and [* * * *].
14.2 SUPPLIER is responsible for all taxes in respect of this Agreement except for taxes on PI’s income. Article 15: (Non-Disclosure) SUPPLIER shall keep this Agreement and its terms, conditions and existence confidential and shall not make disclosure thereof to any third party without the prior written consent of PI, which will be at PI’s sole discretion and, if given, shall be conditioned upon all CONFIDENTIAL MANUFACTURING INFORMATION being redacted from such disclosure. Notwithstanding any other statement in this Agreement, PI may disclose this Agreement and/or its terms and conditions to the extent that such disclosure is necessary to comply with federal and state securities and other applicable laws. Article 16: (Third Party Service Providers)
16.1 SUPPLIER shall have no right to have WAFERS manufactured, in whole or in part, by a third party unless PI gives its written approval therefor in advance, which approval shall be at PI’s sole discretion. If PI does give such written approval, then SUPPLIER may disclose PI’s CONFIDENTIAL INFORMATION for the sole purpose of, and only to the extent reasonably necessary for, having such third party provide such services solely for the benefit if PI and not for the benefit of any other party. Such approval shall be conditioned upon:
(a) PI’s prior review and written approval of the contract between SUPPLIER and such third party performing such manufacture; and
(b) the third party agreeing in writing to all applicable terms and conditions of this Agreement, and;
(c) SUPPLIER being the insurer and guarantor of such third party’s full observance of such terms and conditions; and
(d) SUPPLIER’S disclosure of CONFIDENTIAL MANUFACTURING INFORMATION to such third party being subject to PI’s prior written approval, which shall be at PI’s sole discretion.
Appears in 1 contract