OF (B)) MAY TERMINATE THIS AGREEMENT
IMMEDIATELY UPON EXPIRATION OF THE ONE HUNDRED TWENTY (120) DAY PERIOD.
15.3
PARTIAL TERMINATION.
IN THE EVENT THAT
EITHER
PARTY SHALL HAVE THE RIGHT PURSUANT TO THE PROVISIONS OF SECTION 15.2 TO
TERMINATE THIS AGREEMENT IN ITS ENTIRETY, THAT PARTY MAY ELECT, IN ITS SOLE
DISCRETION, TO TERMINATE THIS AGREEMENT SOLELY AS IT APPLIES TO A PORTION OF THE
TERRITORY, OR, IF APPLICABLE, ANY CATEGORY OF CUSTOMER.
15.4
RIGHTS AND OBLIGATIONS ON TERMINATION.
IF THIS
AGREEMENT IS TERMINATED FOR ANY REASON, THE PARTIES SHALL HAVE THE FOLLOWING
RIGHTS AND OBLIGATIONS:
(A)
TERMINATION OF THIS AGREEMENT SHALL NOT
RELEASE EITHER PARTY FROM THE OBLIGATION TO MAKE PAYMENTS OF ALL AMOUNTS THEN OR
THEREAFTER DUE AND PAYABLE, AND SHALL NOT RELEASE UT FROM ITS OBLIGATIONS TO
PROVIDE UT PRODUCT TO DISTRIBUTOR AT DISTRIBUTOR'S REQUEST TO SERVICE ITS
EXISTING PATIENTS AS OF THE EFFECTIVE TERMINATION DATE AND UNTIL SUCH EXISTING
PATIENTS ARE TRANSITIONED TO ANOTHER
DISTRIBUTOR. DISTRIBUTOR AND UT SHALL USE THEIR BEST EFFORTS TO ACHIEVE SUCH
TRANSITION AS EXPEDITIOUSLY AS POSSIBLE AFTER THE EFFECTIVE TERMINATION DATE;
(B)
EACH PARTY'S RESPECTIVE OBLIGATIONS OF
CONFIDENTIALITY UNDER ARTICLE 13 AND RECORD RETENTION UNDER ARTICLE 18 SHALL
SURVIVE AS PROVIDED IN SUCH ARTICLES;
(C)
EACH PARTY'S RESPECTIVE OBLIGATIONS UNDER
SECTION 7.3, 'PAYMENT TERMS; INVOICES,' SECTION 9.2, 'COMPLIANCE WITH LAWS,' THE
INDEMNIFICATION PROVISIONS OF ARTICLE 12, THIS ARTICLE 16 AND ARTICLE 17,
'DISPUTE RESOLUTION,' SHALL SURVIVE TERMINATION OF THIS AGREEMENT; AND
(D)
UT SHALL CAUSE OTHER ENTITIES TO UNDERTAKE,
OR SHALL OTHERWISE RELIEVE DISTRIBUTOR OF ITS OBLIGATIONS AND ALL COSTS RELATING
TO ALL PAP PATIENTS, AND SHALL COMPLETE SUCH TRANSITION OR RELIEF WITH RESPECT
TO SUCH PATIENTS NO LATER THAN ONE HUNDRED AND EIGHTY (180) DAYS FROM THE
TERMINATION DATE.
DISTRIBUTOR AGREES TO USE ITS BEST EFFORTS TO COOPERATE WITH
SUCH TRANSFER.
ARTICLE 16:
DISPUTE RESOLUTION
16.1
NEGOTIATION.
THE PARTIES AGREE TO CONSULT AND
NEGOTIATE IN GOOD FAITH TO TRY TO RESOLVE ANY DISPUTE, CONTROVERSY OR CLAIM THAT
ARISES OUT OF OR RELATES TO THIS AGREEMENT.
EXCEPT AS PROVIDED IN SECTION 16.2,
NO FORMAL DISPUTE RESOLUTION SHALL BE USED BY EITHER PARTY UNLESS AND UNTIL
SENIOR EXECUTIVE OFFICERS OF EACH PARTY SHALL HAVE ATTEMPTED TO MEET IN PERSON
TO ACHIEVE SUCH AN AMICABLE RESOLUTION.
16.2
RESERVATION FOR LITIGATION.
NOTWITHSTANDING
SECTION 16.3 BELOW, EACH PARTY EXPRESSLY RESERVES THE RIGHT TO SEEK JUDICIAL
RELIEF FROM A COURT OF COMPETENT JURISDICTION IF THE OTHER PARTY IS OR APPEARS
TO BE IN VIOLATION OF SUCH OTHER PARTY'S OBLIGATIONS OF NON-USE AND
NON-DISCLOSURE UNDER ARTICLE 10 ABOVE AND
EACH PARTY EXPRESSLY RESERVES THE
RIGHT TO SEEK INJUNCTIVE OR SIMILAR EQUITABLE RELIEF FOR ANY VIOLATION OR BREACH
HEREUNDER.
16.3
ARBITRATION.
SUBJECT TO THE RESERVATION OF THE
PARTIES UNDER SECTION 16.2 ABOVE, ANY DISPUTE, CONTROVERSY OR CLAIM THAT ARISES
OUT OF OR RELATES TO THIS AGREEMENT THAT IS NOT RESOLVED UNDER SECTION 16.1
SHALL BE SETTLED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE
COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA") IN
EFFECT ON