Nautilus 2003 Annual Report Download - page 75

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6.8 Execution in Counterparts. This Agreement shall be executed in counterparts, each of which shall have the full force and effect of an
original.
6.9 Arbitration. Any controversy or claim arising under or in relation to this Agreement or the breach thereof, or the relations between
Licensee and Licensor shall be settled by arbitration by one arbitrator in the City of Vancouver, Washington administered by the
American Arbitration Association under the then applicable general arbitration rules of said association and judgment on the award
rendered by the arbitrator may be entered in any court having jurisdiction thereof; provided however that the arbitrator shall be bound by
the laws of the State of Washington and regarding any questions relating thereto, the trademark and patent laws of the United States of
America. The prevailing party shall be awarded its attorney’s fees and reasonable costs. The choice of law governing any and all
questions and issues any way related to this Agreement shall be the laws of the State of Washington and the patent and trademark laws of
the United States of America.
6.10 Product Liability Insurance. Licensee agrees to maintain product liability insurance on the Licensed Goods in such amount as Licensee
typically maintains on its other fitness products, but in any event, not less than $1 million per occurrence and $2 million aggregate with
coverage for attorney’s fees and costs outside those amounts. Licensee agrees to provide appropriate certificates of insurance evidencing
such coverage. Licensee agrees to list Piaget Associates, LLC as an additional insured on such policy. Any additional expense for naming
Piaget Associates LLC as an additional insured will be borne by Licensor.
6.11 Time is Of the Essence. The parties acknowledge that time is strictly of the essence with respect to each and every term, condition and
obligation of this Agreement, and the failure to perform any of the terms, conditions or obligations hereunder by any party shall constitute
a material breach of this Agreement.
6.12 Confidentiality. Each party hereto agrees to maintain the confidentiality of the Confidential Information acquired during the negotiations
leading up to and throughout the term of this Agreement from the other party. “Confidential Information” includes, without limitation,
trade secrets, technical data, prototypes, product summaries, financial data, sales data, business plans, and other certain information which
either party with respect to its own information deems to be confidential, and which the party claiming confidentiality has declared to the
other party verbally or in writing to be “Confidential” or “Proprietary.” Each party agrees to receive and hold all such Confidential
Information acquired from the other party in strict confidence and to disclose the same within its own organization only on an “as
needed” basis, and then only to those employees who have agreed in writing to protect and preserve the confidentiality of such
disclosures. Further, each party agrees that it will not disclose or use the Confidential Information acquired from the other party, in whole
or in part, for any purpose other than those purposes contemplated under this Agreement, and that it will not disclose any such
Confidential Information to any third party, or use the same for its own benefit or for the benefit of any third party. The foregoing
restrictions on the disclosure and use of Confidential Information shall not apply to the extent of information (a) known to one party prior
to receipt from the other party; (b) which becomes public knowledge without breach of this confidentiality provision; (c) rightfully
acquired from a third party without restriction on disclosure or use; (d) disclosed by the disclosing party to a third party without
restriction on disclosure or use; (e) independently developed by the receiving party without resort to the disclosing party’s disclosure; or
(f) as to which the receiving party has received express consent from an authorized officer of the disclosing party to disclose or use;
provided, however, that the receiving party shall have the burden to prove any of the aforementioned events on which that party relies to
relieve it of the restrictions hereunder, and provided further that in the case of events (b), (c), (d), (e) and (f), the removal of restrictions
shall be effective only from and after the date of occurrence of the applicable event.