WITHIN THE TERRITORY
SET FORTH ON
SCHEDULE A TO THIS AGREEMENT, DURING THE TERM OF THIS AGREEMENT, PROVIDED THAT
THE LICENSE GRANTED UNDER THIS SECTION MAY BECOME A NON-EXCLUSIVE LICENSE DURING
THE TERM OF THIS AGREEMENT PURSUANT TO THE TERMS OF SECTION 2.2 BELOW.
2.2.
THIS AGREEMENT DOES NOT GRANT MEDQUIST ANY AREA, MARKET,
TERRITORIAL, DEVELOPMENT, OR OTHER RIGHTS EXCEPT AS SET FORTH IN THIS AGREEMENT.
PSP RESERVES ALL RIGHTS RELATED TO THE PRODUCTS THAT PSP DOES NOT EXPRESSLY
GRANT MEDQUIST IN THIS AGREEMENT.
OUTSIDE MEDQUIST'S TERRITORY, PSP MAY OFFER
FOR SALE, SELL, DELIVER, AND SERVICE THE PRODUCTS AND MAY AUTHORIZE OTHERS TO
OFFER FOR SALE, SELL, DELIVER, AND SERVICE THE PRODUCTS, WITHOUT PROVIDING ANY
RIGHTS OR COMPENSATION TO MEDQUIST.
INSIDE MEDQUIST'S TERRITORY, PSP AND ANY
AFFILIATE (I) MAY NOT OFFER FOR SALE SELL, DELIVER OR SERVICE THE PRODUCTS, OR
(II) AUTHORIZE OTHERS TO OFFER FOR SALE, SELL, DELIVER, OR SERVICE THE PRODUCTS,
BUT IF PSP ELECTS TO CHANGE THE LICENSE FROM EXCLUSIVE TO NON-EXCLUSIVE PURSUANT
TO SECTION 2.2.1, THIS SENTENCE BECOMES NULL AND VOID.
2.2.1.
DURING THE INITIAL TERM OF THIS AGREEMENT, MEDQUIST WILL MEET THE
SALES FORECASTS SET FORTH ON SCHEDULE D TO THIS AGREEMENT, PSP AND MEDQUIST WILL
REVIEW THE STATUS OF MEDQUIST'S COMPLIANCE WITH SUCH FORECASTS ANNUALLY, WITH
THE FIRST REVIEW BEING FOR RESULTS FOR THE PERIOD JUNE 1, 2004 THROUGH JUNE 30
2005, THE SECOND BEING FOR THE PERIOD JULY 1, 2005 THROUGH JUNE 30, 2006, AND
THE THIRD BEING FOR THE PERIOD JULY 1, 2006 THROUGH JUNE 30, 2007.
IF MEDQUIST
FAILS TO MEET SUCH SALES FORECAST, PSP MAY CONVERT THE LICENSE GRANTED IN
SECTION 2.1 ABOVE FROM EXCLUSIVE TO NON-EXCLUSIVE BY DELIVERING WITHIN THIRTY
(30) DAYS' AFTER THE END OF THE APPLICABLE REVIEW PERIOD, WRITTEN NOTICE OF
PSP'S INTENT TO DO SO.
2.2.2.
IF PSP ELECTS TO CONVERT THE LICENSE TO A NON-EXCLUSIVE LICENSE DUE
TO MEDQUIST'S FAILURE TO MEET THE SALES FORECASTS SET FORTH IN SECTION 2.2.1 OF
THIS AGREEMENT, PSP WILL: (I) PAY MEDQUIST, AS LIQUIDATED DAMAGES FOR SUCH LOSS
OF EXCLUSIVITY AND NOT AS A PENALTY, AN EARLY TERMINATION FEE EQUAL TO [***] FOR
EACH MONTH REMAINING IN THE INITIAL TERM AFTER THE DATE PSP TERMINATES SUCH
TERRITORIAL EXCLUSIVITY WITHIN TEN (10) DAYS AFTER MEDQUIST'S DEMAND FOR SUCH
REIMBURSEMENT.
THE AMOUNT OF SUCH REIMBURSEMENT WILL BE REDUCED BY THE
CUMULATIVE
***
Confidential material which has been omitted and filed separately with the
Securities and Exchange Commission
2
AMOUNTS OF ANY DISCOUNTS EARNED BY MEDQUIST AS DESCRIBED IN TABLE 2 OF SCHEDULE
C.
MEDQUIST'S RIGHT TO THIS TERMINATION PAYMENT IS PSP'S ONLY OBLIGATION AND
MEDQUIST'S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM IT MAY HAVE AGAINST PSP
RELATING TO THE CONVERSION OF THE LICENSE FROM EXCLUSIVE TO NON-EXCLUSIVE.
2.2.3.
ON THE CONVERSION OF THE LICENSE TO A NON EXCLUSIVE LICENSE, IF
ANY, ALL PROVISIONS OF THIS AGREEMENT SHALL REMAIN IN EFFECT (I) EXCEPT AS
OTHERWISE SET FORTH IN THIS SECTION 2.2, AND (II) EXCEPT FOR PSP'S DEVELOPMENT
SERVICES SET