request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to seek injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer before disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third-party. Any drawings, models, specifications or samples submitted by Seller shall remain Seller’s sole property and Buyer shall treat them as Seller’s confidential information unless an authorized representative of Seller has indicated otherwise in a signed writing. No use or disclosure of such items, or any design or production techniques revealed thereby, shall be made without Seller’s prior written consent. Unless the parties agree otherwise in writing, Seller, its designated affiliate or licensor, if any, owns all right, title and interest in and to all intellectual property rights and all other information, technical or otherwise, related to the goods or services and all modifications thereto sold or licensed under these Terms, which were conceived, developed, made or supplied, whether in whole or in part, by Seller even if Buyer reimburses Seller for any costs related thereto. Buyer will not, at any time contribute to, do or cause to be done any act or thing in any way impairing or intending to impair any such right, title and interest described herein. 28. Security Interest: As security for the payment and performance of Buyer under these Terms, Seller may request Buyer to grant an irrevocable standby letter of credit or Buyer grants Seller a security interest in all goods purchased under these Terms, and in the proceeds thereof, including all insurance proceeds, until Seller is paid in full for goods. Buyer hereby authorizes Seller to sign and file financing statements and other instruments required to protect and perfect such security interest as described herein. 29. Notices: All notices to Seller, to be effective against Seller, must be in writing and sent by certified mail, with return receipt requested or by a nationally recognized overnight delivery service to Seller’s headquarters. The effective date of such a notice is the date of receipt. Seller may designate in writing other individuals to receive notice and may change its notice address. 30. Assignment: Buyer will not assign, transfer or delegate any order accepted by Seller or any of its rights, duties, obligations, or related interests without Seller’s prior written approval. Seller may, as local law allows, terminate or cancel, without penalty, any order accepted by Seller on: (i) the sale of all or substantially all of Buyer’s stock, (ii) the sale or transfer of the entire business or substantially all the assets of Buyer, or (iii) any significant change in the management or control of Buyer. Any assignment, transfer, or delegation of orders or any interest therein, without Seller’s prior written consent, is voidable and cause for termination or cancelation of such orders. Nothing in these Terms will be construed to grant any person or entity, not a party to any order accepted by Seller, any rights or powers whatsoever. No person or entity will be a third-party beneficiary of any order accepted by Seller. 31. No Waiver: Any failure or delay by either party in exercising any right or remedy in any instance will not prohibit the party from exercising it later or from exercising any other right or remedy. 32. Severability: If a court or tribunal of competent jurisdiction holds any provision of these Terms to be invalid, illegal, or unenforceable, the provision will be deemed severable and the invalidity, illegality, or unenforceability will not affect any other provision of these Terms which must be enforced in accordance with the intent of these Terms. 33. Force Majeure: Seller shall not be liable to Buyer, nor be deemed to have defaulted or breached these Terms or any order, for any failure or delay in performance when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities, terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes, restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or communication breakdown or power outage. Seller may, in its sole discretion, allocate its inventory of goods among itself, its customers, other channels of distribution and Buyer. If a force majeure event prevents or delays, for a period exceeding 6 months, Seller’s performance under an accepted order, either party may terminate, without penalty, the accepted orders affected by such event, by giving written notice thereof to the other party. 34. Independent Contractors: The parties agree that the relationship created by these Terms is that of independent contractors.
