BE IDENTIFIED SO LONG AS THE APPOINTMENT CONTAINED IN SECTION 3.1
SHALL REMAIN EXCLUSIVEAS A PRODUCT DEVELOPED, MANUFACTURED AND SUPPLIED BY VTAL
AND OFFERED, MARKETED AND SOLD EXCLUSIVELY BY EZEM, AND THE MATERIALS DEVELOPED
BY EZEM IN ACCORDANCE WITH THE FOREGOING SHALL BE CONSISTENT WITH SUCH
INTENTION.
(B)
IN THE EVENT EZEM DESIRES TO DEVELOP ITS OWN MARKETING AND SALES
MATERIALS RELATING TO THE APPLIANCE IT MAY DO SO, SUBJECT TO THE UNDERSTANDING
THAT THE APPLIANCE WILL BE IDENTIFIED SO LONG AS THE APPOINTMENT CONTAINED IN
SECTION 3.1 SHALL REMAIN EXCLUSIVEAS A PRODUCT OFFERED JOINTLY BY THE PARTIES
AND SUBJECT TO REVIEW AND APPROVAL OF SUCH MATERIALS BY VTAL, SUCH APPROVAL
NOT
TO BE UNREASONABLY WITHHELD.
IN THE EVENT THAT EZEM SUBMITS MARKETING AND SALES
MATERIALS RELATING TO THE APPLIANCE TO VTAL, VTAL SHALL REVIEW SUCH MATERIALS
AND RESPOND TO EZEM WITHIN FOUR (4) WEEKS FOLLOWING SUBMISSION BY EZEM.
IN NO
EVENT SHALL EZEM DISTRIBUTE ANY PROMOTIONAL MATERIALS FOR OR RELATED TO THE
APPLIANCE THAT HAVE NOT BEEN PREVIOUSLY APPROVED IN WRITING BY VTAL.
(C)
THE PARTIES AGREE THAT THE APPLIANCE AND APPLIANCE PACKAGING,
MANUALS AND LABELING SHALL IDENTIFY BOTH VTAL AND EZEM IN EQUAL PROMINENCE.
PRIOR TO RELEASE OF THE APPLIANCE AND THE APPLIANCE PACKAGING, MANUALS AND
LABELING, THE PARTIES SHALL MEET TO DISCUSS AND MUTUALLY AGREE ON THE PLACEMENT
AND REFERENCE TO BOTH VTAL'S AND EZEM'S RESPECTIVE TRADEMARKS AND/OR TRADE
NAMES.
4.4.
OWNERSHIP AND REVERSE ENGINEERING.
EZEM HEREBY ACKNOWLEDGES VTAL
RETAINS ALL RIGHT, TITLE AND INTEREST IN AND TO THE COPYRIGHTS AND OTHER
INTELLECTUAL PROPERTY PROTECTING OR EMBODIED IN THE PRODUCTS AND THAT THE
APPLIANCE IS TO BE DISTRIBUTED TO EZEM'S CUSTOMERS ONLY THROUGH THE END USER
AGREEMENT.
EZEM SHALL NOT REVERSE ENGINEER, DECOMPILE OR DISASSEMBLE THE
APPLIANCE.
4.5.
COMPETING PRODUCTS.
DURING THE TERM OF THIS AGREEMENT, EZEM SHALL
NOT MANUFACTURE, CLINICALLY TEST, SELL, RENT, MARKET, DISTRIBUTE, PROMOTE OR
SOLICIT THE SALE OF ANY SOFTWARE PRODUCTS WHICH PERMIT VIRTUAL ENDOSCOPY.
THE
OBLIGATIONS OF THIS SECTION 4.5 SHALL NOT APPLY TO ANY PARTICULAR COUNTRY IN THE
TERRITORY OR THE ENTIRE TERRITORY TO THE EXTENT THAT THE APPOINTMENT HEREUNDER
SHALL BECOME NON-EXCLUSIVE WITH RESPECT TO SUCH COUNTRY IN THE TERRITORY OR THE
ENTIRE TERRITORY.
4.6.
EZEM EXPENSES.
EZEM ASSUMES FULL RESPONSIBILITY FOR ALL ITS OWN
COSTS AND EXPENSES INCURRED IN CARRYING OUT ITS OBLIGATIONS UNDER THIS
AGREEMENT, INCLUDING BUT NOT LIMITED TO ALL RENTS, SALARIES, COMMISSIONS,
ADVERTISING, DEMONSTRATIONS, TRAVEL AND ACCOMMODATIONS; PROVIDED, HOWEVER, VTAL
WILL PROVIDE TO EZEM AT NO CHARGE THE FOLLOWING ITEMS:
(A)
TRAINING FOR A REASONABLE NUMBER OF EZEM'S SALES AND TECHNICAL
SUPPORT STAFF, AT VTAL'S FACILITIES OR AT ANY OTHER MUTUALLY-AGREEABLE LOCATION,
IN THE FUNCTION AND APPLICATION OF THE APPLIANCE; PROVIDED, HOWEVER, EZEM SHALL
PAY THE SALARIES AND ALL TRANSPORTATION AND LIVING EXPENSES FOR ITS STAFF; AND
(B)
A REASONABLE QUANTITY OF VTAL'S THEN-CURRENT END USER AGREEMENT
(OR ELECTRONIC MEDIA IN LIEU THEREOF), PROVIDED, HOWEVER, EZEM SHALL IMMEDIATELY
STOP USING ALL SUPERSEDED VERSIONS OF THE END USER AGREEMENT UPON ITS RECEIPT OF
A NEW VERSION OF