WITH THE PROGRAMS WILL NOT BE
USED IN CONJUNCTION WITH ANY OTHER PROGRAMS OR SOFTWARE WHATSOEVER;
10.9.
IT WILL OBTAIN AND MAINTAIN AT ITS SOLE RISK, COST, AND EXPENSE,
ALL GOVERNMENTAL APPROVALS REQUITED FOR OR APPLICABLE TO ITS DISTRIBUTION AND
OTHER ACTIVITIES CONTEMPLATED BY THIS AGREEMENT, AND WILL BE RESPONSIBLE AT ITS
SOLE RISK, COST, AND EXPENSE FOR COMPLYING WITH ALL APPLICABLE GOVERNMENTAL
STATUTES, REGULATIONS, AND ORDINANCES (COLLECTIVELY, THE "LAWS") RELATED TO SUCH
ACTIVITIES;
10.10.
IT WILL, BEFORE THE DELIVERY OF THE PRODUCTS TO AN END USER, ENSURE
THAT SUCH END USER ENTERS INTO A SOFTWARE LICENSE AGREEMENT WITH MEDQUIST THAT
WILL ACCOMPANY EACH COPY OF THE SOFTWARE IN SUBSTANTIALLY THE FORM SET FORTH ON
SCHEDULE F TO THIS AGREEMENT (THE "END USER LICENSE AGREEMENT").
11.
PSP'S OBLIGATIONS.
PSP COVENANTS, WARRANTS, AND AGREES THAT IT:
11.1.
HAS THE NECESSARY APPROVALS AND LICENSES TO GRANT TO MEDQUIST THE
RIGHT TO USE, SUBLICENSE AND DISTRIBUTE THE SOFTWARE IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT.
11.2.
HAS THE RESOURCES, FACILITIES, AND FINANCIAL ABILITY TO DEVELOP AND
PROVIDE SECOND LINE SUPPORT FOR THE PRODUCTS AND TO FULFILL ALL OF ITS
OBLIGATIONS UNDER THIS AGREEMENT.
11.3.
WILL PROVIDE INITIAL 2 DAYS OF TRAINING IN THE USE OF THE PRODUCTS
TO TECHNICAL STAFF OF MEDQUIST AT NO ADDITIONAL CHARGE, AT THE PLACE AGREED ON
BY BOTH PARTIES.
PSP AND MEDQUIST WILL MUTUALLY LIMIT THE NUMBER OF PERSONNEL
PARTICIPATING IN TRAINING SESSIONS.
ON MEDQUIST'S REQUEST, PSP WILL PROVIDE A
SIMILAR TRAINING PROGRAM FOR ALL UPGRADES TO THE SOFTWARE.
EACH FIRST TECHNICAL
TRAINING FOR A NEW VERSION WILL BE DONE FREE OF CHARGE; FOR ANY SUBSEQUENT
TRAINING, PSP AND MEDQUIST WILL AGREE ON A REASONABLE PRICE.
11.4.
WILL AT ALL TIMES DURING THE TERM OF THIS AGREEMENT AND WHERE
APPLICABLE, FOLLOWING TERMINATION HEREOF, OBSERVE AND PERFORM THE TERMS AND
CONDITIONS SET OUT IN THIS AGREEMENT.
9
11.5.
WILL PROVIDE SOFTWARE RELEASES AT AN UPGRADE CHARGE FOR END USERS.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF SUCH UPGRADE CHARGE CANNOT
BE DETERMINED AS OF THE EFFECTIVE DATE OF THIS AGREEMENT, AS SUCH CHARGE WILL
ULTIMATELY BE BASED ON THE FEATURES AND FUNCTIONALITY OF THAT SPECIFIC SOFTWARE
RELEASE.
AS SUCH, THE PRICING FOR ANY SOFTWARE RELEASE WILL BE DETERMINED BY
MEDQUIST BASED ON RELATIVE MARKET CONDITIONS AT THE TIME.
MEDQUIST WILL PAY PSP
[***] OF THE AMOUNT ACTUALLY RECEIVED FROM THE END USER.
12.
EXCLUSION OF WARRANTIES.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION
8 OF THIS AGREEMENT, PSP MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY,
WHATSOEVER, AS TO THE PRODUCTS AND THE DOCUMENTATION.
PSP EXPRESSLY DISCLAIMS,
ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSES,
ACCURACY, SATISFACTORY QUALITY, NON-INFRINGEMENT, COURSE OF DEALING, OR COURSE
OF PERFORMANCE.
13.
LIMITED LIABILITY.
IN NO EVENT WILL EITHER PARTY OR ANY OF ITS
AFFILIATES, SUBSIDIARIES, OR LICENSORS BE LIABLE FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, MULTIPLIED, ENHANCED, OR PUNITIVE DAMAGES,
INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, PROFITS, OR GOODWILL, BUSINESS
INTERRUPTION, OR LOST IN CONNECTION WITH