Page 531 - Aida Hovsepian Onboarding

b. For purposes of this Agreement, Proprietary Information does not include information:

(i) in the public domain as of the Effective Date or which later becomes part of the public domain from a
source other than a Receiving Party;

(ii) any Receiving Party had in its possession prior to the Effective Date other than information obtained from
a Providing Party; or

(iii) any Receiving Party receives from a bona fide third party having the right to disclose such information to
such party without restrictions or obligations of confidentiality.

c. Each Receiving Party shall

(i) be responsible for maintaining the confidentiality of any Providing Party’s Proprietary Information disclosed
to or otherwise obtained by such Receiving Party;

(ii) take all reasonable measures to prevent unauthorized disclosure of any Providing Party’s Proprietary
Information disclosed to or otherwise obtained by such Receiving Party;

(iii) disclose any Providing Party’s Proprietary Information only to those of its employees who are necessary to
carry out the purposes of this Agreement and make such employees aware of the obligations of this
Agreement;

(iv) take all reasonable measures to enforce this Agreement with its current and former employees who, while
in the employ of the Receiving Party, may have had access to any Providing Party’s Proprietary
Information; and

(v) upon request, promptly return to a Providing Party all of the Providing Party’s Proprietary Information.

d. No license rights to Proprietary Information are granted directly or by implication by this Agreement. Each
Receiving Party shall indemnify and hold harmless a Providing Party from all damages and expenses,
including reasonable attorneys’ fees which the Providing Party may sustain as a result of any
unauthorized disclosure or other breach of this Agreement by the Receiving Party. Each Providing Party
may enforce this Agreement by injunctive relief and/ or recovery of damages

Section 13 - Compliance.
a. Compliance with Servicer Approved Supplier Requirements. At all times during the Term, Supplier shall be an
approved supplier to the System, and comply with the terms of the applicable Supplier Quality Program (SQP), the
Mutual Confidentiality and Rules of Engagement Agreement (MCAROE), and any other agreements with the
Servicers. If Supplier’s approval or authorization to supply Products to the System is discontinued or otherwise
terminated for any reason at any time during the Term, then the Co-op may terminate this Agreement or any part of
this Agreement for cause pursuant to Section 21(a)(ii).

b. Compliance with Laws. Supplier shall comply with all applicable laws, rules, and regulations, including those
referenced in Section 10(a)(iii). Without limiting the generality of the foregoing, Supplier covenants the following:

(i) Child Labor. Supplier shall not use child labor in the manufacture, packaging, or production of Products. “Child” refers to a
person younger than the age of compulsory education, and in no cases, shall any child younger than fourteen (14) years of
age be employed in connection with the manufacture, packaging, or production of Products.

(ii) Workplace. Supplier shall provide its employees a safe and healthy workplace in compliance with all applicable laws;

(iii) Voluntary Employment. Supplier shall only employ persons whose presence is voluntary. Supplier shall not use any form
of corporal punishment or mental or physical coercion as a form of discipline of its employees or otherwise with respect to its
employees;

(iv) Environmental Laws. Supplier shall comply with all applicable environmental laws;

(v) Public Health Security and Bioterrorism Preparedness and Response Act of 2002. Supplier shall comply with all
applicable provisions of the Public Health Security and Bioterrorism Preparedness and Response Act of 2002 and any
regulations promulgated under such act, including registration and notice requirements.