R2 SOLICITING ORDERS FOR THE R2 LUNG CAD
PRODUCT IN THE TERRITORY AND (B) TO PERFORM THE TASKS LISTED IN THIS AGREEMENT
OR SUCH OTHER TASKS AS THE PARTIES MAY MUTUALLY AGREE UPON FROM TIME TO TIME.
VITAL SHALL NOT HAVE THE AUTHORITY TO MAKE ANY COMMITMENTS OR AGREEMENTS OR
INCUR ANY LIABILITIES WHATSOEVER ON BEHALF OF R2, NOR SHALL R2 BE LIABLE FOR ANY
ACTS, OMISSIONS TO ACT, CONTRACTS, COMMITMENTS, PROMISES OR REPRESENTATIONS MADE
BY VITAL, EXCEPT AS SPECIFICALLY AUTHORIZED UNDER THIS AGREEMENT OR IN WRITING
BY THE CHIEF EXECUTIVE OFFICER OR CHIEF FINANCIAL OFFICER OF R2.
UNLESS
OTHERWISE MUTUALLY AGREED UPON IN WRITING BY THE PARTIES, VITAL SHALL NOT BE
RESPONSIBLE FOR COMPLETING ANY CONTRACT FOR THE R2 LUNG CAD PRODUCT OR FOR
DELIVERING THE R2 LUNG CAD PRODUCT TO ANY POTENTIAL CUSTOMER.
2.3 RELATIONSHIP.
EXCEPT AS MAY BE EXPRESSLY SET FORTH IN EXHIBIT C FOR THE
PROVISION OF FIRST LINE SUPPORT, VITAL SHALL CONDUCT ALL OF ITS BUSINESS IN
VITAL'S OWN NAME AND IN A BUSINESSLIKE AND PROFESSIONAL MANNER. NOTHING IN THIS
AGREEMENT SHALL BE DEEMED TO CREATE AN AGENCY, JOINT VENTURE OR PARTNERSHIP
RELATION BETWEEN THE PARTIES HERETO. IT IS UNDERSTOOD AND AGREED THAT R2 AND
VITAL ARE NOT, BY REASON OF THIS AGREEMENT OR ANYTHING HEREIN CONTAINED,
CONSTITUTED OR APPOINTED THE AGENT OR REPRESENTATIVE OF THE OTHER PARTY FOR ANY
PURPOSE WHATSOEVER, NOR SHALL ANYTHING HEREIN CONTAINED BE DEEMED OR CONSTRUED
AS GRANTING TO R2 OR VITAL ANY RIGHT OR AUTHORITY TO ASSUME OR TO CREATE ANY
OBLIGATION OR RESPONSIBILITY, EXPRESS OR IMPLIED, FOR, ON BEHALF OF, OR IN THE
NAME OF THE OTHER PARTY, OR TO BIND COMPANY IN ANY WAY OR MANNER WHATSOEVER. THE
RELATIONSHIP OF THE PARTIES ESTABLISHED BY THIS AGREEMENT IS THAT OF INDEPENDENT
CONTRACTORS, AND NOTHING CONTAINED IN THIS AGREEMENT SHOULD BE CONSTRUED TO GIVE
EITHER PARTY THE POWER TO DIRECT OR CONTROL THE DAY-TO-DAY ACTIVITIES OF THE
OTHER.
ALL FINANCIAL AND OTHER OBLIGATIONS ASSOCIATED WITH EACH PARTY'S
BUSINESS ARE THE SOLE RESPONSIBILITY OF EACH PARTY.
2.4 MATERIALS.
R2 WILL PROVIDE ASSISTANCE TO VITAL IN THE FORM OF PROVIDING
REASONABLE QUANTITIES OF PROMOTIONAL AND OTHER MARKETING MATERIALS IN ENGLISH
AND SUCH OTHER LANGUAGES AS MAY BE AVAILABLE FROM TIME TO TIME.
VITAL SHALL BE
RESPONSIBLE FOR ANY TRANSLATION OF PROMOTIONAL AND MARKETING MATERIALS
DISTRIBUTED WITHIN THE TERRITORY THAT IT PRODUCES OR HAS PRODUCED (BUT IT HAS NO
OBLIGATION TO SO PRODUCE), AND IN THE EVENT THAT VITAL COMPLETES ANY SUCH
TRANSLATIONS, VITAL SHALL CERTIFY TO R2 THAT ANY SUCH TRANSLATIONS HAVE BEEN
APPROPRIATELY VERIFIED, IF, AND ONLY TO THE EXTENT THAT, SUCH VERIFICATION IS
REQUIRED BY A REGULATORY AGENCY IN THE COUNTRY FOR WHICH THE TRANSLATION WAS
MADE.
VITAL SHALL PROVIDE TO R2 FOR REVIEW AN EXAMPLE OF EACH ITEM OF
PROMOTIONAL, ADVERTISING AND EDUCATIONAL MATERIALS AND PROGRAMS AND OTHER
LITERATURE RELATING TO THE R2 LUNG CAD PRODUCT THAT VITAL INTENDS TO USE TO
MARKET AND PROMOTE THE R2 LUNG CAD PRODUCT AT LEAST THIRTY (30) DAYS PRIOR TO