COMMENCEMENT OF SUCH PROGRAMS.
R2
RESERVES THE RIGHT TO REJECT ANY PROMOTIONAL MATERIALS THAT CONTAIN INACCURATE
CLAIMS REGARDING THE R2 PRODUCT PROVIDED THAT IF NO WRITTEN NOTICE OF REJECTION
IS RECEIVED WITHIN THE THIRTY (30) DAY PERIOD FOLLOWING RECEIPT OF AN ITEM, IT
SHALL BE DEEMED APPROVED.
5.3
PRODUCT PRESENTATION.
EACH PARTY REPRESENTS AND WARRANTS THAT IT WILL:
(A) PRESENT THE R2 PRODUCT FAIRLY TO POTENTIAL CUSTOMERS; (B) NOT DISPARAGE THE
OTHER PARTY, THE OTHER PARTY'S
TRADEMARKS, OR THE OTHER PARTY'S PRODUCTS OR SERVICES IN ANY MATERIAL RESPECT,
(C) AVOID DECEPTIVE, MISLEADING OR UNETHICAL BUSINESS PRACTICES, (D) AVOID FALSE
OR MISLEADING REPRESENTATIONS WITH REGARD TO THE LUNG NODULE CAD APPLICATION,
THE VTAL WORKSTATION OR THE R2 PRODUCT, AND (V) AVOID SOLICITING ORDERS FOR THE
R2 PRODUCT FROM ANY CUSTOMER THAT IT KNOWS ENGAGES IN ILLEGAL OR DECEPTIVE TRADE
PRACTICES.
5.4
DEMONSTRATION AND TRAINING LICENSES.
VTAL WILL PROVIDE R2 WITH A
QUARTERLY LISTING OF THE TOTAL NUMBER, BROKEN DOWN BY REGION, OF VTAL DIRECT
SALES PERSONNEL AND DISTRIBUTOR SALES PERSONNEL WHO ARE SELLING THE R2 PRODUCT.
R2 WILL PROVIDE COPIES OF THE R2 PRODUCT, UPDATES, UPGRADES AND NEW FEATURES FOR
DEMONSTRATION PURPOSES ONLY TO EACH SUCH SALESPERSON.
R2 WILL PROVIDE THE FIRST
FIVE (5) DEMONSTRATION COPIES TO VTAL FREE OF CHARGE.
FOR THE REMAINDER, VTAL
AGREES TO REIMBURSE R2 FOR THE COSTS TO R2 DIRECTLY ATTRIBUTABLE TO THIRD-PARTY
SOFTWARE LICENSES PURCHASED BY R2 IN DEVELOPING THE LUNG NODULE CAD APPLICATION,
UPDATES, UPGRADES OR NEW FEATURES.
IN ADDITION, R2 WILL PROVIDE FREE OF CHARGE
UP TO TWO (2) COPIES OF THE R2 PRODUCT, UPDATES, UPGRADES AND NEW FEATURES
(PROMPTLY FOLLOWING RELEASE) SOLELY FOR VTAL'S INTERNAL TRAINING OF ITS SALES
PERSONNEL.
THE TOTAL NUMBER OF COPIES PROVIDED TO VTAL BY R2 FOR DEMONSTRATION
AND TRAINING PURPOSES WILL NOT EXCEED A TOTAL OF ONE HUNDRED (100) DURING THE
FIRST TWELVE (12) MONTHS OF THIS AGREEMENT AND WILL NOT EXCEED A TOTAL OF TWO
HUNDRED (200) OVER THE TERM OF THE AGREEMENT.
5.5
TRADEMARKS.
SUBJECT TO COMPLIANCE WITH THE TERMS OF THIS AGREEMENT,
(A) R2 SHALL HAVE THE RIGHT TO INDICATE TO THE PUBLIC THAT THE R2 PRODUCT HAS
BEEN TESTED FOR COMPATIBILITY, AND IS BEING MARKETED FOR USE, WITH THE VTAL
WORKSTATION; (B) VTAL SHALL HAVE THE RIGHT TO INDICATE TO THE PUBLIC THAT THE
VTAL WORKSTATION HAS BEEN TESTED FOR COMPATIBILITY AND IS BEING MARKETED FOR USE
WITH THE R2 PRODUCT; AND (C) EACH PARTY SHALL HAVE THE RIGHT TO USE THE OTHER
PARTY'S TRADEMARKS IN CONNECTION WITH PERFORMANCE OF THIS AGREEMENT.
VTAL SHALL
NOT ALTER OR REMOVE ANY R2 TRADEMARKS APPLIED TO, OR EMBEDDED IN THE R2
PRODUCT.
VTAL SHALL MARKET AND PROMOTE THE VTAL WORKSTATION AS HAVING R2 LUNG
NODULE CAD CAPABILITY AND SHALL USE THE R2 TRADEMARKS ON ALL VTAL WORKSTATION
ADVERTISING MATERIALS THAT RELATE TO LUNG NODULE CAD TECHNOLOGY.
EACH PARTY
SHALL SUBMIT SAMPLES OF THE OTHER PARTY'S TRADEMARKS PRIOR TO THEIR FIRST USE
FOR APPROVAL BY THE OTHER PARTY.
SUCH APPROVAL WILL NOT LIMIT THE OTHER PARTY'S