Tesla 2011 Annual Report Download - page 169

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CONFIDENTIAL TREATMENT REQUESTED BY TESLA MOTORS, INC.
TESLA AND TMC CONFIDENTIAL INFORMATION
EXECUTION VERSION
conclude are necessary to Recipient’s use and exploitation, as permitted by this Agreement, of any rights or licenses retained by Recipient
following such termination, cancellation, expiration or request.
(e) No Representations or Warranties . EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7, DISCLOSING PARTY MAKES NO
REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE SUFFICIENCY OR
ACCURACY OF ITS CONFIDENTIAL INFORMATION DISCLOSED FOR ANY PURPOSE, NOR REGARDING INFRINGEMENT OF
OTHERS’ INTELLECTUAL PROPERTY RIGHTS WHICH MAY ARISE FROM THE USE OF SUCH CONFIDENTIAL INFORMATION.
(f) No Grant of Property Rights; Residual Information . Recipient recognizes and agrees that, except as expressly set forth in this
Agreement, nothing herein shall be construed as granting any property rights, by license or otherwise, to any of Disclosing Party’s Confidential
Information, or to any invention or any patent right that has issued or that may issued on such Confidential Information or to decompile or
reverse engineer any of the Disclosing Party’s Confidential Information. Any rights to such Intellectual Property Rights are set forth in Sections
3 and 4. Notwithstanding the foregoing, Recipient shall have the right to use and exploit Residuals for any purpose. As used herein, “Residuals”
shall mean ideas, information and understandings retained in the unaided memory of Recipient’s employees as a result of their review,
evaluation and testing of the Confidential Information of Disclosing Party. For the avoidance of doubt, no patent or copyright license to
Residuals is granted to either Party under this Section 6(f). Each Party acknowledges that the other Party
s receipt of its Confidential Information
under this Agreement shall not create any obligation in any way limiting or restricting the assignment of employees within such Party.
(g) Confidentiality of Agreement . Each Party agrees that the terms and conditions of this Agreement shall be treated as confidential
information and that no reference to the terms and conditions of this Agreement can be made without the prior written consent of the other Party
(such consent not to be unreasonably withheld, conditioned or delayed); provided, however , that each Party may disclose the mere existence of
this Agreement without restriction and may disclose the terms and conditions of this Agreement: (i) as required by any court, administrative
agency or other governmental body, including without limitation any filing or public disclosure that may be required under any national, federal
or state securities law or regulation; (ii) as otherwise required by law; (iii) in confidence, to legal counsel of the Parties and other professional
advisors; (iv) in confidence, to accountants, banks, potential investors, financing sources and their respective advisors who would not reasonably
be deemed to be potential customers or competitors of the other Party; (v) in confidence, in connection with the enforcement of this Agreement
or rights under this Agreement; or (vi) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like.
-17-
***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the
Commission.