completion,
VIVUS agrees to pay MEDPACE for all Services rendered pursuant to the unfinished
Task Order prior to such termination and any non-cancelable expenses incurred in
connection with MEDPACE's performance of Services thereunder.
As soon as
reasonably practicable following receipt of a termination notice, MEDPACE shall
submit an itemized accounting of Services performed, expenses incurred pursuant
to performance of the Services, non-cancelable expenses incurred by MEDPACE
relating to any unfinished Task Order, and payments received in order to
determine a balance to be paid by either Party to the other.
Such balance shall
be paid within 30 days of receipt of such an itemized accounting by VIVUS.
7.
COMMUNICATIONS
7.1
ANY NOTICE REQUIRED OR PERMITTED UNDER THIS AGREEMENT SHALL BE IN
WRITING AND SHALL BE DEEMED GIVEN IF DELIVERED PERSONALLY, MAILED BY PREPAID,
FIRST CLASS, CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR SENT BY EXPRESS
COURIER SERVICE, TO THE PARTY TO BE NOTIFIED AT THE ADDRESSES SET FORTH BELOW
(OR SUCH OTHER ADDRESS AS SHALL BE DESIGNATED BY WRITTEN NOTICE); PROVIDED THAT
ALL NOTICES SHALL BE EFFECTIVE UPON RECEIPT THEREOF:
IF TO MEDPACE:
MEDPACE, INC.
4620 Wesley Avenue
Cincinnati, Ohio 45212
Attn:
August J. Troendle
Telephone:
(513) 579-9911 x2278
IF TO VIVUS:
VIVUS, Inc.
1172 Castro Street
Mountain View, CA
94040
Attn:
Legal Affairs
Telephone:
(650) 934-5652
7
8.
CONFIDENTIALITY
8.1.
VIVUS MAY PROVIDE CONFIDENTIAL INFORMATION TO MEDPACE DURING THE
COURSE OF THIS AGREEMENT.
ALL INFORMATION BY VIVUS OR ITS CLIENTS OR DATA
COLLECTED BY MEDPACE FOR VIVUS DURING THE COURSE OF PERFORMANCE OF THE SERVICES
IS DEEMED TO BE THE CONFIDENTIAL INFORMATION OF VIVUS.
MEDPACE SHALL NOT
DISCLOSE CONFIDENTIAL INFORMATION TO ANY THIRD PARTY, OR USE THE CONFIDENTIAL
INFORMATION FOR ANY PURPOSE OTHER THAN FOR THE BENEFIT OF VIVUS, WITHOUT THE
PRIOR WRITTEN CONSENT OF VIVUS.
8.1.1.
MEDPACE SHALL ENSURE BY BINDING WRITTEN AGREEMENT THAT ITS
EMPLOYEES, AGENTS, AND APPROVED INDEPENDENT CONTRACTORS INVOLVED IN THE SERVICES
SHALL COMPLY WITH THE PROVISIONS OF ARTICLE 8 OF THIS AGREEMENT.
MEDPACE SHALL
DISCLOSE ONLY CONFIDENTIAL INFORMATION TO THOSE OF ITS EMPLOYEES, AGENTS, AND
INDEPENDENT CONTRACTORS WHO REASONABLY NEED TO KNOW THE CONFIDENTIAL
INFORMATION.
8.1.2.
MEDPACE SHALL EXERCISE DUE CARE, BUT NO LESS THAN A REASONABLE
DEGREE OF CARE, TO PREVENT THE UNAUTHORIZED DISCLOSURE AND USE OF CONFIDENTIAL
INFORMATION ASSOCIATED WITH THE SERVICES.
8.2.
MEDPACE CONFIDENTIAL INFORMATION.
VIVUS SHALL HOLD CONFIDENTIAL ALL NON-PUBLIC INFORMATION AND MATERIALS FURNISHED
TO IT BY MEDPACE PERTAINING TO MEDPACE'S BUSINESS PRACTICES OR PERTAINING TO
PROPRIETARY INFORMATION OF MEDPACE.
8.3.
THIS CONFIDENTIALITY AND NONDISCLOSURE PROVISION SHALL NOT APPLY
TO:
INFORMATION WHICH WAS KNOWN BY THE PARTY BEFORE THE DATE HEREOF OR WHICH IS
INDEPENDENTLY DISCOVERED, AFTER THE DATE HEREOF, WITHOUT THE AID, APPLICATION OR
USE OF THE CONFIDENTIAL INFORMATION, AS EVIDENCED BY WRITTEN RECORDS;
INFORMATION WHICH IS IN THE PUBLIC DOMAIN ON THE DATE HEREOF OR SUBSEQUENTLY
BECOMES PUBLICLY AVAILABLE THROUGH NO FAULT OR ACTION OF THE OTHER PARTY; OR
INFORMATION, WHICH IS DISCLOSED TO THE PARTY BY A THIRD PARTY AUTHORIZED TO
DISCLOSE IT.
8.3.1.
If the receiving