A.
1.11 "TRADEMARKS" WITH RESPECT TO A PARTY MEANS THE TRADEMARKS, SERVICE MARKS,
LOGOS AND OTHER PROPRIETARY MARKS THAT SUCH PARTY MAY OWN OR HAVE THE RIGHT TO
LICENSE FROM TIME TO TIME.
1.12 "UPDATES" MEANS SOFTWARE BUG FIXES AND CORRECTIONS TO A R2 LUNG CAD PRODUCT
THAT R2 MAKES GENERALLY AVAILABLE FOR FIELD USE, IF ANY.
UPDATES DO NOT INCLUDE
IMPROVEMENTS OR ENHANCEMENT TO THE OPERATING SYSTEM, APPLICATIONS SOFTWARE OR
HARDWARE AND DO NOT INCLUDE NEW FEATURES.
1.13 "UPGRADES" MEANS A RELEASE OR VERSION OF A R2 LUNG CAD PRODUCT THAT
CONTAINS SIGNIFICANT IMPROVEMENTS TO PERFORMANCE OR FUNCTIONALITY OF EXISTING
FEATURES OF A CAD LUNG PROGRAM.
UPGRADES DO NOT INCLUDE NEW FEATURES.
1.14 "VITAL NODULE PROBE" MEANS A LUNG VISUALIZATION PROGRAM DEVELOPED BY VITAL.
1.15
"VITAL WORKSTATION" MEANS ANY VITAL WORKSTATION AND THE COMPONENTS
THEREOF, INCLUDING WITHOUT LIMITATION THE VITREA®, VITREA® 2 OR ANY SUCCESSOR
PRODUCT BRAND WORKSTATION, CONSISTING OF HARDWARE, DISPLAY DEVICES AND SOFTWARE,
INCLUDING VITREA®, VITREA® 2 OR SUCCESSOR SOFTWARE APPLICATIONS.
1.16 "WARRANTY PERIOD" MEANS THE PERIOD AFTER DELIVERY AND INSTALLATION OF THE
R2 LUNG CAD PRODUCT AT A CUSTOMER LOCATION DURING WHICH R2 AGREES TO PROVIDE
MAINTENANCE AND SUPPORT OF SUCH PRODUCT UNDER WARRANTY TO CUSTOMERS AT NO
ADDITIONAL CHARGE TO SUCH CUSTOMERS, BUT SUCH PERIOD SHALL IN NO EVENT BE LONGER
THAN ONE (1) YEAR FROM SUCH DELIVERY AND INSTALLATION.
In addition to the foregoing, terms such as "sale," "purchase," "distribute" and
variants and synonyms thereof, when used with reference to software herein, are
used for convenience only and refer to transactions involving the grant of a
software license for the R2 Lung CAD Product.
2. MARKETING
2.1 MARKETING, SALES AND APPOINTMENT.
R2 HEREBY APPOINTS VITAL, AND VITAL
HEREBY ACCEPTS SUCH APPOINTMENT, AS A NON-EXCLUSIVE MARKETING, PROMOTION AND
SALES REPRESENTATIVE IN THE TERRITORY FOR THE REFERRAL OF CUSTOMERS TO R2 FOR
R2'S SALE OF THE R2 LUNG CAD PRODUCT TO BOTH EXISTING AND PROSPECTIVE
CUSTOMERS.
VITAL SHALL PROMOTE AND MARKET THE R2 LUNG CAD PRODUCT TO THE
EXCLUSION OF ALL OTHER CAD LUNG PROGRAMS NOT OWNED BY R2 TO EXISTING CUSTOMERS
AS WELL AS PROSPECTIVE CUSTOMERS IN THE TERRITORY.
VITAL SHALL PROVIDE R2
DETAILED CONTACT AND PRODUCT INFORMATION REGARDING ITS CUSTOMERS AND PROSPECTIVE
CUSTOMERS SO THAT R2 CAN EFFICIENTLY MARKET AND SELL DIRECTLY TO SUCH EXISTING
AND PROSPECTIVE CUSTOMERS.
THE PARTIES SHALL PROMOTE AND MARKET THE R2 LUNG CAD
PRODUCT AS SET FORTH IN EXHIBIT B.
VITAL SHALL NEITHER ADVERTISE THE R2 LUNG
CAD PRODUCT OUTSIDE OF THE TERRITORY NOR SOLICIT ORDERS FROM OUTSIDE OF THE
TERRITORY WITHOUT R2'S PRIOR WRITTEN CONSENT.
VITAL SHALL COMPLY WITH THE
APPLICABLE POLICIES AND PROCEDURES OF R2 AS IN EFFECT FROM TIME TO TIME AND AS
COMMUNICATED TO VITAL.
2.2 AUTHORITY.
R2 SHALL LEAD THE SALE OF THE R2 LUNG CAD PRODUCT TO CUSTOMERS.
EACH CUSTOMER SHALL EXECUTE A LICENSE AGREEMENT DIRECTLY WITH R2 FOR THE LICENSE
OF THE R2 LUNG CAD PRODUCT.
VITAL'S SOLE AUTHORITY SHALL BE (A) TO PROVIDE
SALES LEADS TO R2 FOR THE PURPOSE OF