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<br />' COYporute Purchasing Agreement Cot f dentinl Pale 10 <br /> <br />1 <br /> <br /> <br /> <br />i~ <br /> <br /> <br /> <br /> <br /> <br />1 <br />t <br /> <br /> <br /> <br /> <br />12.2 Remedies. Buyer agrees that in <br />the event of a breach of this Section 12, Supplier <br />may have no adequate remedy at law, and shall <br />be permitted to seek an injunction, without <br />posting an undertaking, to enjoin, restrain, and <br />prohibit any further Prohibited Acts in violation <br />of this covenant. <br />13.0 INSURANCE. <br />Supplier shall maintain adequate insurance <br />protection covering its activities hereunder, <br />including coverage for statutory workers' <br />compensation, comprehensive general liability <br />for bodily injury and property damage, and <br />adequate coverage for vehicles. <br />14.0 CONFIDENTIALITY. <br />14.1 Use and Protection. The Receiving <br />Party agrees to use the Proprietary Information <br />only for the limited purpose of fulfilling its <br />obligations under this Agreement. The Receiving <br />Party agrees that it shall hold the Proprietary <br />Information confidential and, unless otherwise <br />provided for herein, not disclose it to any third <br />party. The Receiving Party may disclose <br />Proprietary Information to its Affiliates and <br />Subcontractors, representatives, independent <br />contractors, agents, and consultants (collectively, <br />"Nonaffiliated Third Parties") provided that (a) any <br />Affiliate and Nonaffiliated Third Parties, shall be <br />restricted in use and re-disclosure of the Proprietary <br />Information to the same extent as the Receiving <br />Party; and (b) any such Nonaffiliated Third Parties <br />shall have entered into Supplier' form <br />confidentiality agreement without modification, <br />which shall be no less restrictive than the terms <br />hereof. Each Party represents that it exercises <br />reasonable care and adequate measures to protect <br />its own Proprietary Information and that it shall <br />exercise no less care to safeguard the Proprietary <br />Information acquired from the Disclosing Party. <br />Such measures shall inetude, at a minimum, a <br />requirement that all Proprietary Information shall <br />be retained in a secure place with access limited to <br />only such employees and agents who need access <br />to such Proprietary Information for purposes of this <br />Agreement and that, notwithstanding anything to <br />the contrary herein, each such employee and agent <br />shall be informed of the existence and terms of this <br />confidentiality provision. <br />14.2 Liabili .Each Party acknowledges <br />and agrees that it shall be liable to the other Party <br />for any breach by its employees or agents of this <br />Section 14. The Parties acknowledge that <br />disclosure or improper use of the Proprietary <br />Information could cause immediate and irreparable <br />harm to the Disclosing Party. The Parties agree <br />that the Disclosing Party will be entitled to seek an <br />injunction and other equitable relief, including, but <br />not limited to specific performance, in addition to <br />any other remedies available to it. <br />14.3 Required Disclosure. In the event <br />that the Receiving Party is required by law to <br />disclose any of the Proprietary Information, the <br />Receiving Party shall (a) give prompt written <br />notice of such requirement to the Disclosing Party, <br />(b) permit the Disclosing Party to intervene in any <br />relevant proceedings to protect its interests in the <br />Proprietary Information, and (c) provide reasonable <br />cooperation to the Disclosing Party, at the <br />Disclosing Party's expense, in seeking to obtain <br />such protection. The Receiving Party agrees that if <br />it is required to disclose Proprietary Information, it <br />will (i) furnish only that portion of the Proprietary <br />Information which it in good faith reasonably <br />considers to be legally required, (ii) exercise all <br />reasonable efforts to obtain reliable assurances that <br />confidential treatment will be accorded the <br />Proprietary Information, and (iii) continue to <br />protect the Proprietary Information as provided <br />herein. <br />14.4 Ownership; Return of Material. <br />All Proprietary Information, unless otherwise <br />specified in writing, shall remain the property of <br />the Disclosing Party. At the conclusion of the <br />Parties' relationship, upon written request of the <br />Disclosing Party, the Receiving Party shall either <br />return all Proprietary Information to the Disclosing <br />Party or destroy all Proprietary Information and <br />certify its destruction to the Disclosing Party. <br />14.5 Personal Data Privacy. Buyer <br />agrees to treat Personal Information in accordance <br />F-7 <br />Attachment number 5 <br />Page 227 of 433 <br />