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use of the Plant at the Mine or elsewhere in the United States. This indemnity shall <br />survive the termination, cancellation or fulfillment of this Agreement. <br />8. TERMINATION <br />8.1 In addition to any other grounds for termination specified in this Agreement, either Party <br />may terminate this Agreement without further notice if (i) the other Party (the <br />"Defaulting Party") has failed to perform any of its material obligations under this <br />Agreement and such failure continues for thirty (30) days after the non -failing Party has <br />given written notice to the Defaulting Party of such failure; or (ii) the Defaulting Party <br />becomes insolvent, files a petition for bankruptcy, or commences or has commenced <br />against it proceedings related to bankruptcy, receivership, reorganization or assignment <br />for the benefit of creditors. Unless otherwise stated herein, each Party reserves its <br />respective claims and defenses under applicable law. <br />9. CONFIDENTIAL INFORMATION <br />9.1 In connection with the negotiations leading up this Agreement and the ongoing interaction <br />between the Parties as contemplated hereby, either or both Parties may provide or disclose <br />to the other Party or its employees, attorneys, agents, officers, directors, partners, joint <br />ventures, representatives, consultants, affiliated entities, members, managers, principals, <br />contractors and suppliers (collectively, "Recipient") , or Recipient may become aware of, <br />confidential and proprietary information concerning a Party's business, including, without <br />limitation, confidential and proprietary information relating to the trade secrets, inventions, <br />ideas, projects, processes, promotions, marketing plans and strategies, competition, growth <br />prospects, tax incentives, legislation, target industries, and other information. All such <br />information which has been or is hereafter provided by a Party to a Recipient or otherwise <br />received by a Recipient in connection with this transaction shall be referred to as the <br />"Confidential Information." Recipient agrees to; <br />a. hold in confidence all Confidential Information and not disclose any Confidential <br />Information to any person or entity without the prior written consent of the <br />disclosing Party, unless disclosure is required by law, regulation, court order or <br />similar process, in which case Recipient shall be entitled to make such disclosure <br />under this Agreement; <br />b. use the Confidential Information solely for purposes of the transaction <br />contemplated by this Agreement and not use the Confidential Information in any <br />way directly or indirectly detrimental to the disclosing Party or for any other <br />purpose whatsoever; and <br />C. not copy any Confidential Information without the prior written consent of <br />disclosing Party. <br />9.2 Paragraph 9.1 shall not apply to any information which (a) is in the public domain at the <br />time of disclosure, (b) becomes part of the public domain through no violation of this <br />6 <br />