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  9.3 If and when the law of Mexico shall no longer permit Y to own at least forty-nine percent (49%) less 3 shares of this issued and out standing capital stock of FCAM, or upon termination or non-renewal for any reason or due to any cause of the term of the Trademark License Agreement and/or additional trademark license agreement (s), if any, be concluded, between FCAM and Y and/or termination in advance of the Technical Assistance Agreement and/or additional technical assistance agreement(s), if any, to be concluded between FCAM and Y X may, at its option, terminate this Agreement at any time upon at least ninety (90) calendar days’ prior written notice to Y. (来源:英语杂志 http://www.EnglishCN.com)

  9.4 Either party hereto shall have the right to terminate this Agreement by giving writ-ten notice of termination to the other party in the event that such other party shall breach or default any of the terms and provisions of this Agreement and/or the Articles of Incorporation of FCAM in any material respect, and such breach or default shall not be cured within ninety (90) calendar days after written notice specifying the nature of such breach has been given to the defaulting party, provided, however, that delay of up to three hundred and sixty (360) calendar days (but not longer) occasioned by any circumstances beyond the control of the defaulting party, such as acts of God, acts or omissions of any Government or agencies thereof, compliance with request, rules, regulations or orders of any governmental authority, fire, storm. flood, earthquake, acts of the public enemy, war, rebellion, insurrection, riot sabotage, invasion, quarantine restriction, strike, lock out, and transportation embargo or failure or delay in transportation, shall be excluded in determining the applicable time period, but due diligence shall be used by the defaulting party in curing any such default. Such termination shall be without prejudice to any rights which such terminating party may have under this Agreement or otherwise. No failure or delay on the part of any party to exercise its rights of termination of this Agreement for any one or more breaches or defaults by the other party shall be construed to prejudice its rights of termination of any other or subsequent breaches or defaults.

  9.5 Upon termination of this Agreement pursuant to (4) or (6) of 9.2 hereof, then, X shall be deemed to have offered all the shares of FCAM then owned by Y for sale to X pursuant to the applicable provisions of the Articles of In corporation of FCAM.

  9.6 Upon occurrence of the events specified in (2) of 9.02 hereof (other than the voluntary or involuntary isolation of FCAM), both parties hereto shall exercise their respective voting rights as shareholders of FCAM so as to effect the Voluntary dissolution of FCAM as expeditiously as possible.

  9.7 Upon occurrence of the sale of all of the shares of FCAM owned by either party hereto to the other in a manner required or permitted herein and in the Articles of Incorporation of FCAM, any monetary liability owed by FCM to any selling party or owed by any selling party to Nn shall be come due and payable at the same time as the purchase price for the stares sold shall become due and payable. Further, in the event that the selling party has guaranteed any indebtedness of FCAM, the party remaining as the shareholder of FCAM shall either cause such selling party to be released from such guarantee or shall indemnify such selling party from and against any liability thereunder.

  CLAUSE 10. USE AND CONFIDENTIALITY OF TECHNICAL INFORMATION.

  As it is for the best interest and benefit of both parties hereto and FCAM, the followings are mutually agreed:

  (1) Both parties hereto shall ensure that technical information, technical knowhow and knowledge furnished or disclosed, or machinery supplied by Y to FCAM, shall be used solely by FCAM for the purpose of manufacturing ODUCTS, and that FCAM shall not allow or cause any of such information, knowhow or knowledge, or machinery tobe used by any third party, and further that FCAM shall not copy any such machinery.

  (2) X shall, maintain and protect the confidentiality of any and all information and knowledge related to the establishment of FCAM furnished or disclosed to FCAM by Y.

  (3) Except as otherwise required by the laws of Mexico, either party hereto shall not disclose or divulge, and shall not permit FCAM to disclose or divulge, the, terms of this Agreement or any agreements concluded between FCAM and Y to any third party person, firm or corporation; and

  (4) The foregoing obligations of the respective parties to maintain and protect the confidentiality.

 
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