OTHER
INFORMATION REGARDING THE APPLIANCE IN THE TERRITORY IN SUCH DETAIL AND WITH
SUCH FREQUENCY AS IS REASONABLY REQUESTED BY VTAL;
(M)
TO CONDUCT ITS BUSINESS IN A PROFESSIONAL MANNER, WHICH WILL
REFLECT POSITIVELY UPON VTAL AND THE APPLIANCE;
(N)
TO PROVIDE VTAL WITH CUSTOMER REGISTRATION INFORMATION AS IS
REASONABLY REQUIRED BY VTAL;
(O)
TO MEET WITH VTAL (I) NOT LESS OFTEN THAN EVERY SIX (6) MONTHS AT
A LOCATION PROPOSED ALTERNATIVELY BY VTAL AND EZEM AND APPROVED BY
THE OTHER
PARTY, WHICH APPROVAL MAY NOT BE UNREASONABLY WITHHELD, TO DISCUSS DEVELOPMENT,
SERVICE, INSTALLATION, MARKETING, CLINICAL AND OTHER SUPPORT PROGRAMS,
AND
SELLING ISSUES AND (II) NOT LESS OFTEN THAN EVERY TWO (2) YEARS TO REVIEW THE
STRATEGIC PLAN AND ANY ISSUES RELATING TO THE IMPLEMENTATION OF THIS AGREEMENT
AND THE BUSINESS RELATIONSHIP CONTEMPLATED THEREBY;
(P)
TO DETERMINE AFTER INSTALLATION OF THE APPLIANCE WHETHER IT
CONFORMS TO THE SPECIFICATION.
NEITHER
EZEM NOR THE END-USER SHALL HAVE ANY
RIGHT OF RETURN OF AN APPLIANCE UNLESS VTAL RECEIVES WRITTEN NOTICE OF SUCH
NON-CONFORMITY AND THE BASIS THEREFOR WITHIN THIRTY (30) DAYS AFTER SUCH
INSTALLATION.
VTAL'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY RIGHTFUL
RETURN (WHICH IS IN LIEU OF ANY RIGHTS OF ACCEPTANCE OR REJECTION) SHALL BE (I)
TO PROVIDE AND CAUSE TO BE INSTALLED AN APPLIANCE CONFORMING WITH THE
SPECIFICATION WITHIN THIRTY (30) DAYS OF THE DATE VTAL IS PROPERLY NOTIFIED OF
SUCH RETURN, FAILING WHICH (II) VTAL SHALL CREDIT EZEM WITH THE AMOUNT PAID FOR
THE APPLIANCE, ITS INSTALLATION AND MAINTENANCE; PROVIDED THAT NO SUCH RIGHT OF
RETURN SHALL APPLY TO ANY APPLIANCE LICENSED UNDER THE DEMONSTRATION LICENSE
REFERRED TO IN SECTION 4.2.
(Q)
TO ABIDE BY ALL APPLICABLE LAWS AND REGULATIONS IN THE TERRITORY,
INCLUDING, IF APPLICABLE, THE U.S. EXPORT ADMINISTRATION REGULATIONS AND THE
U.S. FOREIGN CORRUPT PRACTICES ACT.
4.2.
EZEM DEMONSTRATION LICENSE.
EZEM SHALL MAINTAIN UP TO FIFTEEN
(15) SOFTWARE LICENSES FOR THE APPLIANCE AT NO COST TO EZEM SOLELY FOR ITS OWN
CUSTOMER DEMONSTRATION AND PROMOTIONAL USES, SUBJECT TO THE PROVISIONS OF THE
DEMONSTRATION LICENSE AGREEMENT ATTACHED HERETO AS EXHIBIT 4.2.
VTAL WILL
PROVIDE ADDITIONAL
SOFTWARE LICENSES, AT NO COST, AS REASONABLY REQUESTED BY
EZEM TO SUPPORT EZEM'S SALES AND MARKETING EFFORTS.
4.3.
PROMOTIONAL MATERIALS AND APPLIANCE PACKAGING.
(A)
VTAL SHALL BE RESPONSIBLE FOR THE DEVELOPMENT OF DATA SHEETS,
BROCHURES AND OTHER MARKETING MATERIALS FOR THE OPTION IN THE ENGLISH LANGUAGE,
AND IF IT SO ELECTS IN OTHER LANGUAGES.
SUCH MATERIALS SHALL BE MADE AVAILABLE
BY VTAL FOR EZEM, WHICH MAY USE SUCH MATERIALS TO DEVELOP PARALLEL MATERIALS
WITH RESPECT TO THE APPLIANCE AT ITS EXPENSE.
SUCH PARALLEL MATERIALS SHALL BE
SUBMITTED TO VTAL FOR REVIEW AND APPROVAL PRIOR TO BEING PROVIDED TO ANY THIRD
PARTY, 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.
THE PARTIES AGREE THAT IT IS THEIR INTENTION THAT THE
APPLIANCE