Common use of Recipes Clause in Contracts

Recipes. (a) Effective upon, and only upon, the Closing, and subject to the terms and conditions of this Agreement, Sellers, on behalf of themselves and their Affiliates, hereby grant to Purchaser a non-exclusive, non-transferrable (other than in connection with the sale of all or substantially all of the Purchased Trademarks), fully paid-up, perpetual, license (without the right to grant sublicenses) to use the Licensed Recipes solely in connection with the operation of the Business. Purchaser may not use or otherwise exploit any Licensed Recipes for any other business purposes. Upon the written request of Purchaser within 3 months after the Closing Date, Sellers will provide Purchaser with copies of the Licensed Recipes. (b) Except as expressly set forth in this Section 8.10, no other right or license is granted to Purchaser by implication or otherwise with respect to any Retained Recipes, including, but not limited to, the right to use any Retained Recipes other than the Licensed Recipes. Purchaser acknowledges and agrees that all right, title and interest in and to the Retained Recipes are owned exclusively by the Sellers or their Affiliates and, except as specifically set forth herein, nothing in this Agreement grants Purchaser or any of its Affiliates, by implication or otherwise, any license or right to use any Retained Recipes, whether in connection with the Business, the products or services of the Business, or otherwise. Purchaser will promptly destroy or purge any copies of any Retained Recipes (other than Licensed Recipes) to which Purchaser may otherwise have access and which Purchaser knows to be a Retained Recipe, whether in connection with the Purchased Assets, the transactions contemplated by this Agreement or otherwise. (c) Purchaser acknowledges that the Retained Recipes are valuable and proprietary to Sellers and their Affiliates. Purchaser agrees that, from and after the Closing, it will not disclose any Retained Recipes to any Person except (i) to those of its Affiliates and personnel as are necessary in connection the use of the Licensed Recipes in accordance with Section 8.10(a), strictly on a need-to-know basis, (ii) as required by Law (provided, however, that if permitted Purchaser shall not make any such disclosure without first notifying Sellers and allowing Sellers a reasonable opportunity to seek injunctive relief with respect to such disclosure), (iii) as the same may otherwise become available in the public domain or generally available within the baking industry, or become known to Purchaser independently without any obligation of confidentiality, other than through any action by Purchaser in violation of its obligations under this Section 8.10. (d) Purchaser acknowledges and agrees that the remedies at law for any breach of this Section 8.10 are inadequate and that the damages resulting from any such breach are not readily susceptible to being measured in monetary terms. Accordingly, Purchaser acknowledges and agrees that upon any breach by it of the terms and conditions of this Section 8.10, Sellers and their Affiliates will be entitled to seek immediate injunctive relief and to seek any order restraining any threatened or future breach from any court of competent jurisdiction. (e) The provisions of this Section 8.10 shall survive the Closing.