FINDS IT NECESSARY TO REQUIRE SHIPMENT OF ANY PRODUCT BY A METHOD OF
TRANSPORTATION OTHER THAN THE METHOD ORIGINALLY SPECIFIED, ASAHI SHALL REIMBURSE
VSI THE AMOUNT, IF ANY, BY WHICH THE COST OF THE MORE EXPEDITIOUS METHOD OF
TRANSPORTATION EXCEEDS THE COST OF THE METHOD OF TRANSPORTATION ORIGINALLY
SPECIFIED UNLESS SUCH FAILURE IS DUE TO CAUSES BEYOND THE CONTROL AND WITHOUT
FAULT OR NEGLIGENCE OF ASAHI.
2.4
PAYMENT.
PAYMENT FOR EACH SHIPMENT TO VSI OF THE PRODUCTS IS DUE
FROM VSI WITHIN THIRTY (30) DAYS FOLLOWING VSI'S RECEIPT OF THE PRODUCTS.
SECTION 3:
WARRANTY AND NON-CONFORMING PRODUCTS
3.1
WARRANTY.
THE PRODUCTS PURCHASED BY VSI AND DELIVERED BY ASAHI
HEREUNDER SHALL CONFORM TO VSI SPECIFICATION.
ASAHI PROVIDES NO WARRANTY TO VSI
BUT AGREES TO DISCUSS IN GOOD FAITH ANY ASAHI PRODUCTS PROBLEMS REQUIRING
PRODUCT EXCHANGE OR RECALL.
3.2
NON-CONFORMING PRODUCTS.
VSI MAY REJECT ANY PRODUCT (OR SHIPMENT)
WHICH DOES NOT CONFORM TO VSI SPECIFICATIONS.
IN ORDER TO REJECT A PRODUCT, VSI
MUST GIVE NOTICE TO ASAHI OF VSI'S INTENT TO REJECT WITHIN TEN (10) DAYS AFTER
VSI'S RECEIPT OF THE ALLEGED NON-CONFORMING PRODUCTS.
ASAHI WILL REPLACE
NON-CONFORMING PRODUCTS WITH OTHER PRODUCTS OF GOOD QUALITY AS SOON AS POSSIBLE.
3
SECTION 4:
PATENT
VSI takes all responsibilities regarding the patent infringement claimed by any
third party as to the VSI endoscopes including the patent regarding the parts
VSI purchased from Asahi and keeps Asahi indemnified from the third party's
claim.
On the other hand, Asahi does not require VSI to pay to Asahi royalty
for the parts VSI purchases from Asahi and Asahi offers assistance to VSI in
defending the claim brought up by third party.
In case VSI endoscope or its
parts purchased from third party infringes Asahi's patent, VSI is ready to pay
royalty.
SECTION 5:
PROPRIETARY INFORMATION
5.1
CONFIDENTIALITY.
VSI AND ASAHI EACH SHALL, DURING THE INITIAL
TERM OR ANY RENEWAL TERM OF THIS AGREEMENT AND THEREAFTER FOR ETERNITY, HOLD IN
CONFIDENCE, AND USE ITS BEST EFFORTS TO HAVE ALL OF ITS AFFILIATES, AGENTS,
OFFICERS, DIRECTORS AND EMPLOYEES HOLD IN CONFIDENCE, ALL KNOWLEDGE AND
INFORMATION OF A SECRET OR CONFIDENTIAL NATURE WITH RESPECT TO THE BUSINESS OF
THE OTHER PARTY AND SHALL NOT DISCLOSE, PUBLISH OR MAKE USE OF THE SAME WITHOUT
THE CONSENT OF THE OTHER PARTY FOR ANY PURPOSE WHATSOEVER, EXCEPT TO THE EXTENT
NECESSARY TO FULFILL ITS OBLIGATIONS HEREUNDER OR IF SUCH INFORMATION SHALL HAVE
BECOME PUBLIC KNOWLEDGE OTHER THAN BY BREACH OF THIS AGREEMENT OR EXCEPT AS MAY
BE REQUIRED BY LAW.
UPON TERMINATION OR EXPIRATION OF THIS AGREEMENT, EACH
PARTY SHALL, WITHIN TWO (2) BUSINESS DAYS OF RECEIPT OF A REQUEST THEREOF,
RETURN TO THE OTHER PARTY ALL COPIES OF ALL CONFIDENTIAL INFORMATION OF THE
REQUESTING PARTY AND ALL OTHER TANGIBLE MANIFESTATIONS OF SUCH CONFIDENTIAL
INFORMATION.
5.2
COMPENSATION.
VSI AND ASAHI EACH AGREE THAT THE REMEDY AT LAW FOR
ANY BREACH OF THIS SECTION 5 WOULD BE INADEQUATE AND THAT THE NON-BREACHING
PARTY SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN ADDITION TO ANY