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2033 Oak Industrial Dr. NE, Grand Rapids, MI 49505 www.terryberry.com
<br />REV: 08-05-26 VR
<br />14/36
<br />Receiving Party without use of, access to, or reliance upon the Disclosing Party’s Confidential Information, and the Receiving Party
<br />can provide evidence to that effect.
<br />7.3. Obligations. The Receiving Party will not disclose the Disclosing Party’s Confidential Information to any third party, except as
<br />permitted in Section 7.4. The Receiving Party will protect and keep confidential the Disclosing Party’s Confidential Information using
<br />the same degree of care that the Receiving Party uses to protect its own nonpublic or proprietary business, technical or financial
<br />information of similar importance, but in no event less than a reasonable degree of care. The Receiving Party will not use the
<br />Disclosing Party’s Confidential Information for any purpose other than to perform its obligations or exercise its rights under this
<br />Manufacturing Agreement. The disclosure of Confidential Information pursuant to this Manufacturing Agreement is not intended in
<br />any way to transfer or grant any right, title or interest in or to such Confidential Information to the Receiving Party unless otherwise
<br />expressly indicated in this Manufacturing Agreement or by the Disclosing Party in writing.
<br />7.4. Permitted Disclosure. The Receiving Party may disclose the Confidential Information of the Disclosing Party only to those of its
<br />officers, directors, employees, agents, representatives and contractors (“Representatives”) who have a legitimate need to know
<br />such Confidential Information consistent with the purposes of this Manufacturing Agreement and who have agreed, either as a
<br />condition of employment, representation or in a written agreement, to be bound by terms and conditions substantially as protective
<br />as the confidentiality terms and conditions applicable to the Receiving Party under this Section 7. The Receiving Party shall be
<br />responsible and liable for any breach by its Representatives of the obligations of the Receiving Party set forth in this Section 7. The
<br />Receiving Party shall be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i)
<br />approved in writing by the Disclosing Party; (ii) necessary for the Receiving Party to enforce its rights under this Manufacturing
<br />Agreement in connection with a legal proceeding; or (iii) required by Applicable Law or by the order of a court or similar judicial or
<br />administrative body, provided that, to the extent it is legally permitted to do so, the Receiving Party notifies the Disclosing Party of
<br />such required disclosure promptly and in writing and cooperates with the Disclosing Party at the Disclosing Party’s reasonable
<br />request and expense in any lawful action to contest or limit the scope of such required disclosure. This Section 7 supersedes any
<br />and all prior or contemporaneous understandings and agreements, whether written or oral, between the Parties with respect to
<br />Confidential Information and is a complete and exclusive statement thereof.
<br />8. INTELLECTUAL PROPERTY
<br />8.1. Confidential Information. Each Party acknowledges that the Confidential Information of the other Party, and all other intellectual
<br />property rights of the other Party, are and shall remain the exclusive property of the other Party, whether or not protected under
<br />Applicable Laws, including intellectual or property laws.
<br />8.2. Terryberry Intellectual Property. Except for the rights granted to Customer in this Manufacturing Agreement, all rights, title,
<br />and interest in and to the Terryberry Intellectual Property are hereby reserved by Terryberry, its Affiliates, or its licensors. To the
<br />extent that Customer gains any Intellectual Property rights in the Terryberry Intellectual Property by any means or mechanism,
<br />Customer hereby irrevocably assigns to Terryberry all of its right, title and interest in and to such Intellectual Property and
<br />Intellectual Property rights. To the extent Customer’s rights are inalienable under Applicable Law, Customer hereby irrevocably
<br />waives such rights and, if such waiver is deemed invalid, grants to Terryberry the exclusive, irrevocable, perpetual, worldwide,
<br />royalty free right to use, market, modify and grant licenses to such items without identifying Customer or seeking Customer’s
<br />consent. Customer agrees not to take any action that interferes with intellectual proprietary rights of Terryberry. Nothing in this
<br />Manufacturing Agreement shall transfer ownership of any Intellectual Property rights from Terryberry to the Customer.
<br />8.3. Customer Intellectual Property. Except as provided for herein, all rights, title, and interest in and to Customer Intellectual
<br />Property are hereby reserved by Customer, its Affiliates or licensors. Nothing in this Manufacturing Agreement shall transfer
<br />ownership of any Intellectual Property rights from Customer to Terryberry. Title for the Goods (exclusive of title to any Terryberry
<br />Intellectual Property contained in the Goods) shall pass to Customer upon payment in full for such Goods.
<br />8.4. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to
<br />Terryberry by mail, email, telephone, or otherwise, suggesting or recommending changes to Goods, including new features or
<br />ATTY/AGR.2026.217/Terryberry (Employee Service Awards) (Page 14 of 36)
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