OTHER PARTY, AND THE CHIEF EXECUTIVES OF THE
PARTIES SHALL PROMPTLY DISCUSS AND RESOLVE THE SITUATION.
VTAL SHALL NOT,
HOWEVER, MAKE SUCH SALE WITHOUT THE APPROVAL OF EZEM, WHICH APPROVAL MAY NOT BE
UNREASONABLY WITHHELD.
4.
GENERAL OBLIGATIONS OF EZEM
4.1.
MARKETING.
EZEM SHALL HAVE THE FOLLOWING OBLIGATIONS WITH RESPECT
TO THE MARKETING AND DISTRIBUTION OF THE APPLIANCE; PROVIDED THAT THE
OBLIGATIONS SET OUT IN SUBSECTIONS (A), (K), (L) AND (O) SHALL NOT APPLY TO THE
EXTENT THAT THE APPOINTMENT HEREUNDER SHALL BECOME NON-EXCLUSIVE WITH RESPECT TO
THE UNITED STATES.
THE OBLIGATIONS SET OUT IN SUBSECTIONS (K), (L) AND (O)
SHALL NOT APPLY IN ANY COUNTRY OR PART THEREOF IN THE TERRITORY IN ALL OR PART
OF WHICH THE APPOINTMENT HEREUNDER SHALL BECOME NON-EXCLUSIVE:
(A)
TO USE ITS COMMERCIALLY REASONABLE EFFORTS TO FURTHER THE
PROMOTION, MARKETING AND DISTRIBUTION OF THE APPLIANCE IN THE TERRITORY.
IT IS
EZEM'S OBLIGATION TO EXPEND AT LEAST _____________ DOLLARS ($__________) ON
CLINICAL, MARKETING AND SALES SUPPORT OF THE APPLIANCE AND CENTERS OF EXCELLENCE
DURING THE TWO YEARS FOLLOWING THE APPLIANCE COMMERCIAL AVAILABILITY DATE;
(B)
TO OBTAIN FROM EACH END USER AN END USER AGREEMENT, WHICH HAS BEEN
SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE CUSTOMER;
(C)
TO PROMPTLY RESPOND TO ALL INQUIRIES OR COMPLAINTS FROM ITS
CUSTOMERS, RECOGNIZING, HOWEVER, THAT APPLIANCE SYSTEM INSTALLATION SERVICES AND
SOFTWARE MAINTENANCE ARE TO BE PROVIDED AS SET OUT IN SUBSECTION 6.5 AND SECTION
7;
(D)
TO PROVIDE OR CAUSE TO BE PROVIDED BY QUALIFIED PERSONNEL
REASONABLY ACCEPTABLE TO VTAL TRAINING TO EACH CUSTOMER IN USE OF THE SOFTWARE
APPLIANCE IN ACCORDANCE WITH VTAL GUIDELINES AND PROCEDURES AS COMMUNICATED BY
VTAL FROM TIME TO TIME,;
(E)
TO ACQUIRE OR CAUSE TO BE ACQUIRED BY THE CUSTOMER THE APPLIANCE
PLATFORM IN THE CONFIGURATION DESIGNATED BY VTAL;
(F)
TO PROVIDE VTAL WITH APPROPRIATE DETAILS OF ALL COMPLAINTS AND
BUGS FOUND IN THE APPLIANCE, WHETHER SUCH COMPLAINTS OR BUGS WERE DISCOVERED BY
EZEM OR CUSTOMERS OF EZEM;
(G)
TO INVESTIGATE ALL LEADS WITH RESPECT TO POTENTIAL CUSTOMERS FOR
THE APPLIANCE IN THE TERRITORY WHO ARE REFERRED TO EZEM BY VTAL;
(H)
TO MAINTAIN AN ADEQUATELY TRAINED AND STAFFED SALES AND TECHNICAL
SUPPORT GROUP FOR THE MARKETING, SALES, TRAINING, AND SUPPORT OF THE APPLIANCE
IN THE UNITED STATES;
(I)
TO TAKE ALL COMMERCIALLY REASONABLE STEPS TO ENSURE THAT EZEM,
ITS AFFILIATES OR A DEALER ASSOCIATE SELECTED IN ACCORDANCE HEREWITH MAINTAINS
AN ADEQUATELY TRAINED AND STAFFED SALES AND TECHNICAL SUPPORT GROUP FOR THE
MARKETING, SALES, TRAINING, INSTALLATION AND SUPPORT OF THE APPLIANCE THROUGHOUT
THE TERRITORY OUTSIDE OF THE UNITED STATES;
(J)
TO PROVIDE, AND CAUSE DEALER AND SERVICE ASSOCIATES TO PROVIDE,
APPROPRIATE SALES AND TECHNICAL SUPPORT STAFF FOR TRAINING BY VTAL AT ANY
MUTUALLY-AGREEABLE LOCATION;
(K)
TO PARTICIPATE, IN ITS SOLE DISCRETION AND WHERE COMMERCIALLY
REASONABLE IN FAIRS AND EXHIBITIONS IN THE TERRITORY WHERE SUCH PARTICIPATION
WILL PROMOTE THE APPLIANCE; AND TO DEVELOP AND IMPLEMENT ITS OWN INTERNAL
PROGRAMS FOR THE PROMOTION OF THE APPLIANCE;
(L)
TO PROVIDE VTAL WITH REPORTS OF ITS ACTIVITIES AND