THE R2 PRODUCT WITH OTHER SOFTWARE, HARDWARE OR PRODUCTS NOT AUTHORIZED
BY R2.
NEITHER PARTY SHALL HAVE THE AUTHORITY TO OFFER, AND NEITHER PARTY SHALL
MAKE, ANY REPRESENTATIONS OR GIVE WARRANTIES ON BEHALF OF THE OTHER PARTY.
11.3 DISCLAIMER.
EXCEPT AS EXPRESSLY STATED IN SECTION 11.1, THE R2 PRODUCT IS
PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.
R2 MAKES NO ADDITIONAL
WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER, EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE, AND R2 SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES AND CONDITIONS
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH
RESPECT TO THE LUNG NODULE CAD APPLICATION PROVIDED HEREUNDER, AND WITH RESPECT
TO THE USE THEREOF.
12.
LIMITATION OF LIABILITY
Except for each party's obligations under Section 10, and except for a breach of
Sections 2.6 or 13.2 of this Agreement, IN NO EVENT SHALL EITHER PARTY BE LIABLE
TO THE OTHER FOR ANY LOST PROFITS, COST OF SUBSTITUTE GOODS, OR ANY
CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON
ANY THEORY OF LIABILITY, INCLUDING NEGLIGENCE, ARISING OUT OF THIS AGREEMENT,
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
IN NO EVENT SHALL THE TOTAL
LIABILITY OF EITHER PARTY EXCEED THE AMOUNTS
PAID BY VTAL TO R2 DURING THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING
RISE TO THE LIABILITY.
THE FOREGOING LIMITATIONS APPLY NOTWITHSTANDING OF THE
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.
13.
CONFIDENTIALITY
13.1 DEFINITION.
FOR PURPOSES OF THIS AGREEMENT, "CONFIDENTIAL INFORMATION"
MEANS INFORMATION EXCHANGED BETWEEN R2 AND VTAL PURSUANT TO THIS AGREEMENT AND
THE PERFORMANCE OF THE PARTIES' OBLIGATIONS HEREUNDER, ORALLY (IF REDUCED TO
WRITING AND DELIVERED TO THE OTHER PARTY WITHIN FIFTEEN (15) DAYS OF DISCLOSURE)
OR IN WRITING, IF MARKED TO INDICATE ITS CONFIDENTIAL NATURE OR IF OF A TYPE
THAT A REASONABLE PERSON WOULD EXPECT TO BE PROPRIETARY AND CONFIDENTIAL AND
SHALL INCLUDE THE TERMS OF THIS AGREEMENT.
CONFIDENTIAL INFORMATION SHALL NOT
MEAN INFORMATION WHICH IS (A) IN THE PUBLIC DOMAIN OR SUBSEQUENTLY ENTERS THE
PUBLIC DOMAIN THROUGH NO ACT OR OMISSION OF THE RECEIVING PARTY;
(B) SUBSEQUENTLY ACQUIRED FREE OF ANY CONFIDENTIALITY OBLIGATION BY THE
RECEIVING PARTY FROM A THIRD PERSON HAVING, TO THE RECEIVING PARTY'S KNOWLEDGE,
NO OBLIGATION OF CONFIDENTIALITY TO THE DISCLOSING PARTY; (C) KNOWN TO THE
RECEIVING PARTY AT THE TIME OF DISCLOSURE, AS ESTABLISHED BY COMPETENT PROOF; OR
(D) DEVELOPED INDEPENDENTLY BY OR ON BEHALF OF THE RECEIVING PARTY, WITHOUT
RELIANCE ON OR USE OF ANY CONFIDENTIAL INFORMATION OF THE OTHER. NOTWITHSTANDING
THE ABOVE, BEFORE EITHER PARTY DISCLOSES CONFIDENTIAL INFORMATION WHICH INCLUDES
TECHNICAL OR SCIENTIFIC INFORMATION, IT WILL INFORM THE OTHER PARTY OF THE
GENERAL NATURE OF SUCH INFORMATION AND THE OTHER PARTY MAY AGREE OR DECLINE TO
RECEIVE SUCH INFORMATION, OR THE PARTIES MAY NEGOTIATE A SEPARATE AGREEMENT
COVERING SUCH INFORMATION.
EXCEPT AS TO TECHNICAL OR SCIENTIFIC INFORMATION,
WHICH A PARTY SO AGREES TO RECEIVE, NEITHER PARTY SHALL HAVE ANY OBLIGATIONS
WITH RESPECT TO ANY TECHNICAL OR SCIENTIFIC INFORMATION, WHICH IT MAY LEARN
WITHOUT REFERENCE TO THE OTHER PARTY'S