Equivalent Part definition
Equivalent Part means an Item that is interchangeable with or a substitute for a Honeywell Part; and (iii) “Aftermarket Activity” means actions by Company: (a) to create a repair for a Honeywell Part or an Equivalent Part; or (b) to obtain any governmental approval to manufacture or repair a Honeywell Part or an Equivalent Part. Except as may be authorized pursuant to Honeywell’s prior written permission, Company may not use (or assist others in using) Honeywell Confidential Information to: (i) sell any Item, Honeywell Part, or Equivalent Part to anyone other than Honeywell; (ii) design or develop an Equivalent Part; or (iii) otherwise engage in Aftermarket Activity. If Company engages in Aftermarket Activity, then (i) Company shall have the burden to establish that it did not use Honeywell Confidential Information in its Aftermarket Activity, and (ii) within 30 days after receiving a written request from Honeywell, Company will provide to Honeywell written evidence of (a) proper receipt without restriction of any Honeywell Confidential Information used in the Aftermarket Activity, or (b) reverse engineering sufficient under the applicable law to prove that Honeywell Confidential Information was not used in the Aftermarket Activity; and (c) all documentation submitted in any application for Designated Engineering Representative (“DER”), Parts Manufacturing Authority (“PMA”) or other governmental approval. Evidence of reverse engineering may include, but is not limited to, financial records and timecards showing the breakdown of time and labor expended by each participant together with a signed affidavit from each participant declaring that no Honeywell Confidential Information was used in the Aftermarket Activity. With regard to any information provided by Company that is not otherwise publicly available or owned or licensed by Honeywell, Honeywell shall use such information only for purposes of determining Company’s compliance with this Agreement. Honeywell (or its duly authorized agents) may, upon not less than five (5) days prior written notice to Company, audit Company’s books and records (including, without limitation, drawings, contracts, licenses, and applications for PMA, DER, or similar governmental approval to manufacture or repair a Honeywell Part or an Equivalent Part) to verify Company’s compliance with its obligations under this section. Company will make such books and records available at no cost to Honeywell during normal working hours.