REMAINING PROVISIONS SHALL NONETHELESS BE ENFORCEABLE
ACCORDING TO THEIR TERMS.
10.10
RELATIONSHIP.
THIS AGREEMENT DOES NOT MAKE EITHER PARTY THE
EMPLOYEE, AGENT OR LEGAL REPRESENTATIVE OF THE OTHER FOR ANY PURPOSE
WHATSOEVER.
NEITHER PARTY IS GRANTED ANY RIGHT OR AUTHORITY TO ASSUME OR TO
CREATE ANY OBLIGATION OR RESPONSIBILITY, EXPRESS OR IMPLIED, ON BEHALF OF OR IN
THE NAME OF THE OTHER PARTY.
IN FULFILLING ITS OBLIGATIONS PURSUANT TO THIS
AGREEMENT, EACH PARTY SHALL BE ACTING AS AN INDEPENDENT CONTRACTOR.
10.11
BENEFIT.
NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, IS
INTENDED TO CONFER ON ANY PERSON OTHER THAN THE PARTIES HERETO OR THEIR
RESPECTIVE SUCCESSORS OR ASSIGNS, ANY RIGHTS, REMEDIES, OBLIGATIONS OR
LIABILITIES UNDER OR BY REASON OF THIS AGREEMENT.
10.12
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AS ORIGINAL AND ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE INSTRUMENT.
10.13
EXECUTION OF FURTHER DOCUMENTS.
EACH PARTY AGREES TO EXECUTE AND
DELIVER WITHOUT FURTHER CONSIDERATION ANY FURTHER APPLICATIONS, LICENSES,
ASSIGNMENTS OR OTHER DOCUMENTS, AND TO PERFORM SUCH OTHER LAWFUL ACTS AS THE
OTHER PARTY MAY REASONABLY REQUIRE TO FULLY SECURE AND/OR EVIDENCE THE RIGHTS OR
INTERESTS HEREIN.
10.14
DISPUTE RESOLUTION.
ANY DISPUTE ARISING OUT OF OR RELATING TO THIS
AGREEMENT, INCLUDING ANY ALLEGED BREACH OR FRAUD IN THE INDUCEMENT HEREOF, SHALL
BE RESOLVED PURSUANT TO BINDING ARBITRATION UNDER THE COMMERCIAL ARBITRATION
RULES OF THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH APPENDIX B
HERETO.
THE ARBITRATION SHALL TAKE PLACE IN MINNEAPOLIS, MINNESOTA.
THE
RESULTS OF SUCH ARBITRATION PROCEEDINGS SHALL BE BINDING UPON THE PARTIES
HERETO, AND JUDGMENT MAY ENTERED UPON THE ARBITRATION AWARD IN ANY COURT HAVING
JURISDICTION THEREOF.
NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY SEEK
INTERIM INJUNCTIVE RELIEF FROM ANY COURT OF COMPETENT JURISDICTION.
10.15
PUBLIC ANNOUNCEMENT.
IN THE EVENT ANY PARTY PROPOSES TO ISSUE ANY
PRESS RELEASE OR PUBLIC ANNOUNCEMENT CONCERNING ANY PROVISIONS OF THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY, SUCH PARTY SHALL SO ADVISE THE OTHER
PARTIES HERETO, AND THE PARTIES SHALL THEREAFTER USE THEIR BEST EFFORTS TO CAUSE
A MUTUALLY AGREEABLE RELEASE OR ANNOUNCEMENT TO BE ISSUED.
NEITHER PARTY WILL
PUBLICLY DISCLOSE OR DIVULGE ANY PROVISIONS OF THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY WITHOUT THE OTHER PARTY'S WRITTEN CONSENT,
EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW OR STOCK EXCHANGE REGULATION, AND
EXCEPT FOR COMMUNICATIONS TO SUCH PARTY'S EMPLOYEES OR CUSTOMERS OR INVESTORS OR
PROSPECTIVE INVESTORS (SUBJECT TO APPROPRIATE CONFIDENTIALITY OBLIGATIONS).
10.16
COMPLIANCE WITH LAWS.
THE PARTIES, AND ANY PERMITTED SUBLICENSEES
OF THE PARTIES, WILL COMPLY WITH ALL APPLICABLE INTERNATIONAL, NATIONAL, STATE,
REGIONAL AND LOCAL LAWS AND REGULATIONS, INCLUDING ALL APPLICABLE IMPORT AND
EXPORT CONTROL LAWS, IN EXERCISING THEIR RIGHTS OR PERFORMING THEIR DUTIES UNDER
THIS AGREEMENT.
17
IN WITNESS WHEREOF, each of the parties has caused this Development and License
Agreement to be executed in the manner appropriate to each, as of the date first
above written.
SURGICAL NAVIGATION TECHNOLOGIES, INC.
VITAL IMAGES, INC.
By:
/s/Andrew M Weiss
By:
/s/Albert Emola
Its:
Vice President