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Intel / FormFactor - Intel Corporation Purchase Agreement
CONFIDENTIAL TREATMENT REQUESTED
INTEL CORPORATION PURCHASE AGREEMENT --
CAPITAL EQUIPMENT AND SERVICES
AGREEMENT NUMBER: C-05673
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EFFECTIVE DATE: 1-8-01
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CNDA #: 43059
------------------- BUYER:
Intel Corporation (and all divisions and wholly-owned subsidiaries, hereinafter "BUYER" OR "INTEL"). 5000 West Chandler Blvd. Chandler, AZ 85226
SELLER:
FormFactor Inc. (hereinafter "SELLER"). ---------------------------------------------------------
5166 La Ribera Street ---------------------------------------------------------
Livermore, CA 94550 --------------------------------------------------------------------------------
ADDENDA ATTACHED HERETO AND [X] General Terms and Conditions of INCORPORATED HEREIN BY REFERENCE Purchase Agreement - Capital
Equipment and Services
(MARK "X" WHERE APPLICABLE):
[X] A Additional Terms and Conditions
Applicable to all Equipment
Models, Spare Parts, and
Services
[X] B Alcohol and Drug Free Workplace
Directive
[X] C Protection of Buyer's
Information Assets
[ ] D Equipment Specific Terms and
Conditions
[ ] E Training and Documentation
Requirements
[ ] F Spare Parts Price List
[ ] G Pricing for Services and
Training
[ ] H Third Party Technology Escrow
[ ] I Spare Parts Consigned Inventory
Program
[ ] J FSE Curriculum Summary
[X] K Negotiated Changes
[X] L Pricing and Lead-time
[X] M Procurement Specification
[X] N Subassembly/Electrical
Specification
During the term of this Agreement and any extension thereto, Buyer may purchase and Seller shall accept all Releases for Items and Services in accordance with the prices and the terms and conditions contained in this Agreement. Any and all Releases, as may be issued by the Buyer, shall reference this Agreement and be governed solely by the terms and conditions of this Agreement notwithstanding any preprinted terms and conditions on Seller's acknowledgment or Buyer's Release. Any additional or different terms as may be contained in Seller's documents are hereby deemed to be material alterations, and Buyer hereby gives notice of objection to and rejection of such material alterations.
INTEL CORPORATION SELLER
Signed: /s/ William E. deDiego Signed: /s/ Larry Anderson
------------------------------- -------------------------------- By: William E. deDiego By: Larry Anderson
---------------------------------- ------------------------------------ Title: Commodity Manager Title: Director U.S. Sales
------------------------------- --------------------------------- Date: 1-8-01 Date: 1-14-01
-------------------------------- ----------------------------------
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GENERAL TERMS AND CONDITIONS OF PURCHASE AGREEMENT -- CAPITAL EQUIPMENT AND SERVICES
1. DEFINITIONS.
A. "CONSUMABLE" means a Spare Part whose life expectancy and mode of failure
is known or predictable during the normal operation of the Equipment and
that should meet the normal attributes of schedulable and predictable
demand and life expectancy of less than * * *.
B. "CUSTOM ITEMS" mean those Items manufactured by Seller for sale exclusively
to Buyer for which a minimum of twenty-five percent (25%) of Seller's cost
pertaining to the Items is directly attributable to the customization for
Buyer as set forth in the Purchase Spec.
C. "CONSIGNMENT" means any spare part owned by the Seller which Buyer chooses
to hold on-site, or Seller holds off-site, at Buyer's discretion, to help
Seller meet the Equipment availability requirements or productivity as
defined in the Purchase Spec.
D. "EQUIPMENT" means whole systems that produce the required output per the
applicable Equipment configuration and system performance specifications
set forth in the Purchase Spec for each Equipment model or as otherwise
agreed in writing by the parties.
E. "FACILITIZATION" means placement and rough hook-up of electrical, gas, and
vacuum utilities to the Items.
F. "FORECAST(s)" means the quantity of Items or Services that Buyer reasonably
anticipates it may purchase during a specified time.
G. "HAZARDOUS MATERIALS" mean dangerous goods, chemicals, contaminants,
substances, pollutants or any other materials that are defined as hazardous
by relevant local, state, national, or international law, regulations and
standards.
H. "ITEMS" means either singly or collectively, as the context indicates:
Equipment; Equipment components; software; hardware; Spare Parts; upgrades,
retrofits, modifications, and enhancements to any of the foregoing
purchased separately; or other goods which Seller is to sell to Buyer as
set forth in this Agreement.
I. "LEAD-TIME" means the agreed number of calendar weeks or days from the date
a Release is issued for an Item to the date the Item is to be received by
the Seller.
J. "NON-CONSUMABLE" means a Spare Parts that is not replaced routinely and has
an unpredictable life expectancy and that is typically replaced or repaired
due to failures or deteriorating performance (quality and output).
K. "OTD" or "ON-TIME DELIVERY" means a percentage computed for each Buyer site
for each (Buyer work week calendar) month equal to: the number of Releases
for Items received by such site which are (i) complete and (ii) delivered
to the * * *.
L. "PURCHASE SPEC" means the agreed Equipment Purchase Specification as set
forth in Addendum D for each Equipment model purchased or to be purchased
pursuant to this Agreement.
M. "RELEASE" means Buyer's purchase order or change order to ship a definite
quantity of Items or to provide Services to a specified schedule.
N. "SERVICES" means the work to be performed by Seller including, but not
limited to: installation, process qualification, maintenance, warranty
repair, service call, continuous improvement, Equipment
upgrades/modification, and extended service contracts as set forth in
Addendum A and/or any Buyer factory specific Scope Of Work ("Scope of Work"
or "SOW").
O. "SPARE PART(s)" mean Consumable and/or Non-Consumable Spare Parts.
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2 2. TERM OF AGREEMENT.
A. This Agreement shall be effective for three (3) years from the
Effective Date.
B. At Buyer's option, Items for which a Release has been issued prior the
expiration of this Agreement may be scheduled for delivery up to six
(6) months following such expiration or for such longer period as
may be required to complete delivery.
3. PRICING.
A. Prices for Items, Training and Services set forth herein shall remain
fixed or decline for the duration of this Agreement unless agreed
otherwise in writing by the parties.
B. Throughout the term of this Agreement and any extensions thereto,
Seller warrants to Buyer that the prices set forth in this Agreement or
any addendum or amendment, in conjunction with the discounts offered
herein for any Item or equivalent Service, reflect the Seller's lowest
price charged any customer of Seller for that Item or equivalent
Service regardless of any special terms, conditions, rebates or
allowances of any nature. If Seller sells any Item or provides
equivalent Service to any other customer at a price less than the price
set forth in this Agreement or any addendum or amendment, Seller shall
adjust its price to the lower price for all future invoices for such
Item or Service and rebate to Buyer an amount equal to the difference
in the price paid by Buyer and the lower price for any invoices already
paid by Buyer for such Item or Service. In addition, Buyer may adjust
the prices for any Item or Service invoiced by Seller and unpaid by
Buyer to reflect the lower price. Each of the above adjustments and the
rebate shall be calculated from the date the Seller first sells the
Item or Service at the lower price. In the event the Seller offers a
lower price either as a general price drop or to specific customer(s)
for any reason, Seller shall immediately notify Buyer of this price and
adjust Buyer's pricing to meet the new pricing structure.
C. Buyer reserves the right to have Seller's records inspected and
audited to ensure compliance with this Agreement. At Buyer's option,
or upon Seller's written request, such audit will be performed by an
independent third party at Buyer's choice and expense. The audit will
assume all Items sold under this Agreement are standard Items unless
otherwise specified in this Agreement.
(i) Seller shall have the option to review the auditor's report prior
to the release of such report to Buyer. If Seller disagrees with
the auditor's report for any reason, Seller shall have the right
to issue a letter in response, which will be included with the
auditor's report to the Buyer.
(ii) If discrepancies are found during the audit and price adjustments
are required to be paid by the Seller to the Buyer, Seller shall
reimburse Buyer for all costs associated with the audit, along
with a single payment covering the price adjustments within
thirty (30) days after the completion of the audit. The results
of such audit shall be kept confidential by the auditor and, if
conducted by a third party, only Seller's failures to abide by
the obligations of this Agreement shall be reported to Buyer.
D. Applicable taxes and other charges such as duties, customs, tariffs,
imposts, and government imposed surcharges shall be paid for by Seller
without reimbursement from Buyer as part of the purchase price for
Items and Services. In the event that Buyer is prohibited by law from
remitting payments to the Seller unless Buyer deducts or withholds
taxes therefrom on behalf of the local taxing jurisdiction, then Buyer
shall duly withhold such taxes and shall remit the remaining net
invoice amount to the Seller. Buyer shall not reimburse Seller for the
amount of such taxes withheld.
E. Additional costs, except those provided for herein or specified in a
Release, will not be reimbursed without Buyer's prior written
approval.
F. All prices are in U.S. dollars.
G. Seller shall provide Seller's annual audited financial statements and
independent auditors' opinion to Buyer within three (3) months of the
Seller's fiscal year-end date. Seller shall provide Seller's annual
financial statements for
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Seller's equipment division/subsidiary and a signed management letter
to Buyer within three (3) months of the Seller's fiscal year-end date.
4. INVOICING AND PAYMENT.
A. Prompt payment discounts will be computed from the latest of: (i) the
scheduled delivery date; (ii) the date of actual delivery; or (iii) the
date a properly filled out original invoice or packing list is
received. Payment is made when Buyer's check is mailed or EDI funds
transfer initiated.
B. Original hard-copy invoices shall be mailed or delivered by courier.
Invoices shall include: Purchase Agreement number from the Release,
purchase order number, line item number, Release number, part number,
complete bill to address, description of Items, quantities, Buyer part
number, listing of and dates of Services provided, unit prices and
extended totals in U.S. dollars. Any applicable taxes or other charges
such as duties, customs, tariffs, imposts and government imposed
surcharges shall be stated separately on Seller's invoice. Payment of
an invoice shall not constitute acceptance of the Item or Service.
C. Seller shall be fully responsible for, indemnify and hold Buyer
harmless from any and all payments to its vendors or subcontractors
utilized in the performance of Services.
D. Except for each new Equipment model, payment on Equipment shall be as
follows: * * * percent (* * * %) net * * * (* * *) days from ship date;
* * * percent (* * * %) net * * * (* * *) days from the final
acceptance date. If final acceptance of the Equipment is delayed beyond
* * * (* * *) days from the date of shipment due to no fault of the
Seller, Buyer will pay the balance of * * * percent (* * * %) net * * *
(* * *) days from the date of shipment. On each Equipment model that
Buyer purchases for the first time, payment shall be * * * percent (* *
*%) net * * * (* * *) days from shipment; * * * percent (* * *%) net *
* * (* * *) days from the final acceptance date. Seller shall submit
Buyer acceptance certificate or non-acceptance certificate at
completion of final acceptance tests.
E. Payment on all Items and Services other than Equipment shall be * * *
percent (* * *%) net * * * (* * *) days after * * *.
F. Seller agrees to invoice Buyer no later than * * * (* * *) days after
completion of Services or the delivery of Item(s) to the FCA point.
Buyer will not be obligated to make payment against any invoices
submitted after such period. In addition, if Seller exceeds * * *
(* * *) * * * without providing written documentation with the purpose
to collect payment on any invoice, Buyer shall not be obligated to make
payment against such invoice regardless of initial invoice submittal.
5. TERMINATION FOR CONVENIENCE.
A. Buyer may terminate any Release placed hereunder, in whole or in part,
at any time for its sole convenience by giving written notice of
termination to Seller. Upon Seller's receipt of such notice, Seller
shall, unless otherwise specified in such notice, immediately stop all
work hereunder, give prompt written notice to and cause all of its
vendors or subcontractors to cease all related work and, at the request
of Buyer, return any materials provided to Seller by Buyer.
B. There shall be no charges for termination of orders for standard Items
or for Services not yet provided. Buyer will be responsible for payment
of authorized Services and Items already provided by Seller but not yet
invoiced. Paragraphs C through E of this Section 5 shall govern Buyer's
payment obligation for Custom Items. Notwithstanding anything to the
contrary, Seller shall not be compensated in any way for any work done
after receipt of Buyer's notice, nor for any costs incurred by Seller's
vendors or subcontractors after Seller receives the notice, nor for any
costs Seller could reasonably have avoided, nor for any indirect
overhead and administrative charges or profit of Seller.
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C. Any claim for termination charges for Custom Items must be submitted
to Buyer in writing within * * * (* * *) days after receipt of Buyer's
termination notice along with a summary of all mitigation efforts.
D. Seller's claim may include the net cost of custom work in process
scheduled to be delivered within * * * (* * *) days and which must be
scrapped due to the cancellation. Seller shall, wherever possible,
place such custom work in process in its inventory and sell it to
other customers. In no event shall such claim exceed the following
cancellation schedule for Equipment .
* * *
Upon payment of Seller's claim, Buyer shall be entitled to all such
work and materials paid for.
E. Before assuming any payment obligation under this section, Buyer may
inspect Seller's work in process and audit all relevant documents
prior to paying Seller's invoice.
F. Notwithstanding anything else in this Agreement, failure to meet the
delivery date(s) in the Release shall be considered a material breach
of contract and shall allow Buyer to terminate the order for the Item
and/or any subsequent Releases without any liability whether the
Release was for standard or Custom Items.
6. CONTINGENCIES.
Neither party shall be responsible for its failure to perform due to causes
beyond its reasonable control such as acts of God, fire, theft, war, riot,
embargoes or acts of civil or military authorities. If delivery of Items or
the performance of Services is to be delayed by such contingencies, Seller
shall immediately notify Buyer in writing. If the delay is greater than
thirty (30) days from the date of the notice, Buyer will have the option,
in its sole discretion, to either (i) extend time of delivery or
performance, or (ii) terminate the uncompleted portion of the order at no
cost of any nature to Buyer.
7. DELIVERY, RELEASES AND SCHEDULING.
A. Any Forecasts provided by Buyer are for planning purposes only and do
not constitute a Release or other commitment by Buyer. Buyer shall
have no obligation to and may, at its sole discretion, issue Releases
under this Agreement. Buyer shall be responsible only for Items or
Services for which it has issued Releases hereunder.
B. Seller shall notify Buyer's purchasing agent, (as noted on the
Release), within * * * (* * *) hours if Seller is unable to make any
scheduled delivery of Items or perform Services as scheduled and state
the reasons. Such notification by Seller shall not affect Buyer's
termination rights under Section 5.
C. Seller agrees to acknowledge each Release to Buyer (as noted on the
Release) within * * * (* * *) hours after receipt of the Release.
D. Buyer may place any portion of a Release on hold by notice that will
take effect immediately upon receipt. Releases placed on hold will be
rescheduled or cancelled within * * * (* * *) days. Any Release
cancelled shall be subject to the terms and conditions of Section 5.
E. * * *
F. Seller agrees that all Items will be delivered ready for shipment to
the FCA point on the exact date specified in the Release ("Ship
Date"). Late deliveries of any Items except Spare Parts (as measured
by adherence to the Ship Date on the most recent Release or
contractual committed lead-time, whichever is earlier) will result in,
at Buyer's option, a price reduction (or debit to Seller's account) on
such late Items of * * * percent (* * *%) for each calendar day late.
In addition, Seller shall deliver, at its sole cost and expense, any
late shipment of Items by expedited freight as instructed to Buyer's
site. If Seller is unable to commit to the lead-times as defined in
the Equipment Specific Terms and Conditions, the price reduction for
late deliveries shall apply to the earlier of the committed Ship Date
or the lead-time date calculated in accordance with Equipment Specific
Terms and Conditions. Early deliveries of
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Items (as measured by adherence to the Ship Date on the most recent
Release) will result in a price reduction of * * * dollars ($* * *)
for each calendar day that an Item is delivered early. Partial
deliveries are counted as late shipments and will only be considered
complete when all Items, (and other Spare Parts required to install
and qualify Equipment, if applicable) have been shipped. Equipment
shipments will not be considered complete until the Environmental
Health and Safety documentation outlined in Sections 1.14 and 1.16 has
been completed and provided to Buyer. Buyer shall have the option to
terminate the Release, in whole or in part, with no cancellation
charge for any Equipment not delivered to FCA point on the Ship Date.
Seller will be responsible for any costs incurred by Buyer in
obtaining cover in the event of such termination.
G. * * *
H. At Buyer's discretion, * * *.
I. Seller will, as required by Buyer, * * *, and Buyer will * * * at such
times and for such periods as may be determined by Buyer.
J. Configuration and other Buyer-requested or Buyer-approved changes that
result in Ship Date changes will be reflected on a change order to the
Release showing the revised ship and delivery dates subject to Section
7F.
K. Seller will notify Buyer in writing of the planned obsolescence of any
Item or part revision and will make that Item available to the Buyer
for a minimum of one hundred eighty (180) days after the notice,
during which time Buyer will have the option to place a final Release
for such Items for delivery after the one hundred eighty (180) day
notice. Buyer may return obsolete Items within ninety (90) days after
written notification of part revision or obsolescence, at no cost. If
any warranty return claims are made for such discontinued Items, then
such returns will be subject to the warranty provisions in Section 8.
8. ACCEPTANCE AND WARRANTIES.
A. All Items purchased by Buyer are subject to inspection and test
(source inspection) before being allowed to ship from Seller's
factory. Source inspection requirements are described in the Purchase
Spec unless agreed otherwise in writing by the parties. Seller shall
be responsible for source inspections and shall provide Buyer with
written certification that Items tested have passed source inspection
and comply in all respects with the requirements described in the
Purchase Spec. Buyer may participate, as it deems necessary, in source
inspections. If any inspection or test is made on Seller's premises,
Seller shall provide Buyer with reasonable facilities and assistance
at no additional charge.
(i) Notwithstanding any source inspection or testing at Seller's
premises, all Items purchased by Buyer are subject to Buyer's
inspection and test (qualification) before final acceptance at
Buyer's premises. Final acceptance requirements are described in
the Purchase Spec unless agreed otherwise in writing by the
parties. Items, other than Equipment, rejected by Buyer as not
conforming to the Purchase Spec may be returned to Seller at
Seller's risk and expense and, at Buyer's option, such Item shall
be immediately repaired or replaced
(ii) If Equipment does not pass final acceptance criteria, due to no
fault of Buyer, within * * * (* * *) days of delivery, then
Buyer may give written notice to Seller of failure to meet final
acceptance criteria on time. If Equipment does not meet final
acceptance criteria within * * * (* * *) days of such notice,
Buyer may, at Buyer's option; (a) return the Equipment for full
credit or (b) have the Equipment replaced with new Equipment
within * * * (* * *) days of Buyer's written election of option,
or (c) initiate Buyer's escalation procedures per part 3
(Services) section 7 (escalation) of Addendum A.
(iii) Acceptance and/or inspection by Buyer shall in no event
constitute a waiver of Buyer's rights and remedies with regard
to any subsequently discovered defect or nonconformity.
B. Seller warrants to Buyer that all Items provided by Seller for
delivery hereunder shall conform in all respects to the Purchase Spec;
be free from defects in material and workmanship and be new, of the
grade and quality specified.
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(i) If an Item delivered hereunder does not comply with any of the
above warranties, Buyer shall notify Seller as soon as
practicable and at Buyer's option, Seller shall repair or
replace the defective Item, at its sole cost and expense, or
refund the purchase price. Seller shall also be responsible for
and pay the cost of shipping of all Items not conforming to the
warranties and will bear the risk of loss of such Items while in
transit and any other costs reasonably associated with a
nonconforming Item, such as, the cost to deinstall the Item.
(ii) The warranty period for Equipment shall apply for * * * (* * *)
years (both Spare Parts and Service) starting from the date of
final acceptance of the Equipment. The warranty for additional
Spare Parts, Service, Equipment conversion kits, Equipment
upgrades or Equipment modifications shall apply for * * *
(* * *) year from the date of installation of the Item or for
the Item's remaining warranty period, whichever is longer.
Seller shall perform warranty work * * * (* * *) hours per day,
* * * (* * *) days per week. Seller will offer and Buyer may
purchase additional periods of warranty.
(iii) In conjunction with the warranty period, Seller shall perform
all preventative maintenance on a mutually agreeable schedule.
(iv) At Buyer's option the labor value of the warranty, or the
purchase price of an extended warranty (if purchased with the
Equipment), can be credited against a Service contract prior to
the end of the warranty period. All warranty terms will continue
to apply throughout the term of any Service contract or extended
warranty period.
(v) Seller shall send Buyer notices at * * * (* * *) days and * * *
(* * *) days prior to the warranty expiration date for an Item
explaining the extended warranty options and costs.
C. Seller further warrants that all Items furnished hereunder will not
infringe any third party's intellectual property rights, and that
Seller has the necessary right, title, and interest to provide said
Items and Services to Buyer free of liens and encumbrances.
D. All of the above warranties shall survive any delivery, inspection,
acceptance, payment, or resale of the Items.
E. Seller warrants that all Services provided shall be performed in
accordance with good workmanlike standards and shall meet the
descriptions and specifications provided on Addendum A or a SOW.
Seller shall guarantee workmanship for * * * after Services are
provided unless agreed otherwise in writing by the parties. Seller
shall promptly correct any non-conforming or defective workmanship at
no additional cost to Buyer.
F. Notwithstanding anything to the contrary contained in this Agreement,
Seller represents and warrants that there will be no disruption in the
delivery of Items or Services under this Agreement as a result of or
due to the date change from and between December, 1999, and January,
2000, nor due to the year 2000 being a leap year.
9. PURCHASE SPECIFICATIONS, IDENTIFICATION AND ERRATA.
A. Seller shall not modify the purchase specifications for any Item or
Services without the prior written approval of the Buyer.
B. Seller shall cooperate with Buyer to provide configuration control and
traceability systems for Items and Services supplied hereunder.
C. Seller shall provide Buyer with an errata list for each Item and shall
promptly notify Buyer in writing of any new errata with respect to the
Items.
10. PACKING AND SHIPMENT.
A. All Items shall be prepared for shipment in a manner which: (i)
follows good commercial practice, (ii) is acceptable by common
carriers for shipment at the lowest rate, and (iii) is adequate to
ensure safe arrival. If Buyer requests, Seller will package Items for
cleanroom delivery, per Buyer specification. Seller shall mark all
containers with necessary lifting, handling, unpacking and shipping
information, Release number, Buyer's Item Identification number or
part number, description, Line item number, date of shipment and the
names of the Buyer and Seller.
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B. All Equipment shall be delivered FCA (Seller's dock) according to July
1990 Incoterms. Buyer shall notify Seller of the method of shipment.
If no instructions are given, Seller shall select the most cost
effective carrier based upon Buyer's required delivery date. Title and
risk of loss to Equipment shall pass to Buyer upon delivery to the FCA
point.
C. All Items other than Equipment shall be Delivered Duty Paid ["DDP";
July 1990 Incoterms] Buyer's dock for Non-Free Trade zone factory
sites or Delivery Duty Unpaid ["DDU"; July 1990 Incoterms] Buyer's
dock for Free Trade zone factory sites as specified in the Release.
Title and risk of loss for all Items other than Equipment shall pass
to Buyer upon delivery of Items to Buyer's dock.
11. OWNERSHIP AND BAILMENT RESPONSIBILITIES.
A. Any specifications, drawings, schematics, technical information, data,
tools, dies, patterns, masks, gauges, test equipment and other
materials furnished to Seller or paid for by Buyer shall (i) remain or
become Buyer's property, (ii) be used by Seller exclusively for
Buyer's orders, (iii) be clearly marked as Buyer's property, (iv) be
segregated when not in use, (v) be kept in good working condition at
Seller's expense, and (vi) be shipped to Buyer promptly on Buyer's
demand or upon termination or expiration of this Agreement, whichever
occurs first. Any such property furnished by Buyer to Seller that is
marked or otherwise noted by Buyer as being confidential information
will be treated by Seller in accordance with Section 12 hereafter.
B. Seller shall be liable for any loss of or damage to Buyer's property
while in Seller's possession or control, ordinary wear and tear
excepted.
12. CONFIDENTIALITY AND PUBLICITY.
A. During the course of this Agreement, either party may have or may be
provided access to the other's confidential information and materials.
Additionally, Seller may be engaged to develop new information for
Buyer, or may develop such information during the performance of
Services, which information will become, upon creation, Buyer's
confidential information unless otherwise agreed in writing. Provided
information and materials are marked in a manner reasonably intended
to make the recipient aware, or the recipient is sent written notice
within forty-eight (48) hours of disclosure, that the information and
materials are "Confidential", each party agrees to maintain such
information in accordance with the terms of this Agreement and the
CNDA referenced on the signature page of this Agreement and any other
applicable separate nondisclosure agreement between Buyer and Seller.
At a minimum each party agrees to maintain such information in
confidence and limit disclosure on a need to know basis, to take all
reasonable precautions to prevent unauthorized disclosure, and to
treat such information as it treats its own information of a similar
nature, until the information becomes rightfully available to the
public through no fault of the non-disclosing party. Seller's
employees who a...
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