WILL BE RESPONSIBLE FOR
PROVIDING IN-WARRANTY AND AFTER-WARRANTY TECHNICAL SUPPORT OF THE R2 LUNG CAD
PRODUCT IN ACCORDANCE WITH ITS STANDARD SUPPORT TERMS ( THE "R2 SOFTWARE
MAINTENANCE PROGRAM"), EXCEPT THAT VITAL WILL, PROVIDE FIRST-LEVEL TECHNICAL
SUPPORT OF THE R2 LUNG CAD PRODUCT TO CUSTOMERS, AS PART OF THE R2 SOFTWARE
MAINTENANCE PROGRAM AS SET FORTH IN EXHIBIT C.
R2 WILL PROVIDE SECOND-LEVEL
MAINTENANCE AND SUPPORT TO CUSTOMERS AS PART OF THE R2 SOFTWARE MAINTENANCE
PROGRAM FREE OF CHARGE DURING THE WARRANTY PERIOD AND THEREAFTER FOR CUSTOMERS
PURCHASING MEMBERSHIP IN THE R2 SOFTWARE MAINTENANCE PROGRAM, AS FURTHER SET
FORTH IN EXHIBIT C.
VITAL ACKNOWLEDGES THAT THE SUPPORT WILL BE PROVIDED TO
CUSTOMERS FREE OF CHARGE DURING THE WARRANTY PERIOD, AND R2 WILL ENDEAVOR TO
REQUIRE CUSTOMERS TO COMMIT TO AT LEAST ONE YEAR OF MEMBERSHIP IN THE R2
SOFTWARE MAINTENANCE PROGRAM BEYOND THE WARRANTY PERIOD.
NEW FEATURES, IF ANY,
MAY BE SUBJECT TO ADDITIONAL FEES TO CUSTOMERS FOR WHICH VITAL WILL RECEIVE A
SHARE OF THE LICENSE REVENUE DURING THE TERM OF THE AGREEMENT AS SET FORTH IN
THIS AGREEMENT.
2.10 TRAINING.
VITAL SHALL ENSURE THAT ITS SERVICE PERSONNEL ARE SUFFICIENTLY
SKILLED AND KNOWLEDGEABLE ABOUT THE R2 LUNG CAD PRODUCT.
R2 SHALL PROVIDE ALL
NECESSARY TRAINING TO VITAL REGARDING THE USE AND MAINTENANCE OF THE R2 LUNG CAD
PRODUCT AS REASONABLY NECESSARY, FOR VITAL TO FULFILL ITS SERVICE OBLIGATIONS TO
THE CUSTOMERS.
SUCH TRAINING SHALL TAKE PLACE AT THE DATES AND LOCATIONS AS
MUTUALLY AGREED BETWEEN THE PARTIES.
2.11 HARDWARE AND SUPPORT.
AS BETWEEN THE PARTIES, R2 SHALL PROVIDE THE
HARDWARE PLATFORMS ("SERVERS") TO THE CUSTOMERS FOR THE R2 LUNG CAD PRODUCT.
R2
WILL INSTALL THE SERVERS.
R2 WILL RETAIN ANY SERVER INSTALLATION FEES PAID BY
CUSTOMERS.
ANY SERVER SUPPORT OFFERED BY R2 TO ITS CUSTOMERS IS NOT ADDRESSED
IN THIS AGREEMENT, AND VITAL SHALL NOT BE ENTITLED TO SHARE IN ANY REVENUE
DERIVED BY R2 FROM OFFERING AND PERFORMING HARDWARE SUPPORT SERVICES.
2.12 PRODUCT ACCESS.
BEGINNING WITH THE RELEASE OF THE IMAGECHECKER-LUNG
VERSION 2, R2 LUNG CAD PRODUCTS WILL BE ACCESSED THROUGH THE VITAL NODULE PROBE.
2.13 IMAGECHECKER-LUNG VERSION 2 RELEASE AND INTEGRATION.
IT IS THE EXPECTATION
OF THE PARTIES THAT R2 WILL DELIVER THE IMAGECHECKER-LUNG VERSION 2 TO VITAL IN
FINAL FORM BY JUNE 30, 2005.
VITAL SHALL INTEGRATE SUCH PRODUCT WITH THE VITAL
WORKSTATION BY SEPTEMBER 1, 2005, PROVIDED THAT FOR EVERY DAY PAST JUNE 30, 2005
FOR WHICH R2 IS DELAYED IN DELIVERING THE IMAGECHECKER-LUNG VERSION 2 TO VITAL,
VITAL'S DEADLINE FOR INTEGRATION SHALL BE EXTENDED BY ONE (1) DAY.
R2 AGREES TO
PROVIDE REASONABLE ASSISTANCE TO VITAL IN SUCCESSFULLY INTEGRATING THE
IMAGECHECKER-LUNG VERSION 2 WITH THE VITAL WORKSTATION.
3. EXCLUSIVITY
3.1 BY R2.
R2 SHALL NOT LICENSE OR OTHERWISE PROVIDE ANY CAD LUNG PROGRAM OR
UNDERLYING TECHNOLOGY TO ANY VENDORS OF FREESTANDING WORKSTATIONS FOR SALE IN
THE UNITED STATES, CANADA OR EUROPEAN UNION AND IDENTIFIED ON EXHIBIT D
("WORKSTATION VENDORS").
NOTWITHSTANDING THE FOREGOING, R2 SHALL NOT BE
RESTRICTED FROM PROVIDING CAD LUNG PROGRAMS OR UNDERLYING