GROUP.
GROUP SHALL HAVE THE
RIGHT TO TERMINATE THIS AGREEMENT IMMEDIATELY UPON A MATERIAL BREACH OF THIS
AGREEMENT BY CLARIENT OR LAB WHERE THE BREACH IS NOT CURED WITHIN THIRTY (30)
CALENDAR DAYS AFTER GROUP GIVES WRITTEN NOTICE OF THE BREACH TO CLARIENT OR LAB.
7.4
RIGHTS UPON TERMINATION.
UPON ANY TERMINATION
OR EXPIRATION OF THIS AGREEMENT AS SET FORTH IN SECTION 7.1, ALL RIGHTS AND
OBLIGATIONS OF THE PARTIES SHALL CEASE EXCEPT THOSE RIGHTS AND OBLIGATIONS THAT
HAVE ACCRUED OR EXPRESSLY SURVIVE SUCH TERMINATION OR EXPIRATION.
7.5
RETURN OF PROPERTY.
UPON ANY TERMINATION OR
EXPIRATION OF THIS AGREEMENT, GROUP SHALL IMMEDIATELY RETURN TO CLARIENT AND LAB
ALL PROPERTY OF CLARIENT AND LAB, INCLUDING EQUIPMENT, SUPPLIES, FURNITURE,
FURNISHINGS AND PATIENT RECORDS, WHICH IS IN GROUP'S POSSESSION OR UNDER GROUP'S
CONTROL, IN GOOD CONDITION, NORMAL WEAR AND TEAR EXCEPTED, FREE AND CLEAR OF ANY
LIEN, SECURITY INTEREST, CLAIM OR ENCUMBRANCE OF ANY KIND, UNLESS PREVIOUSLY
AGREED TO IN WRITING BY CLARIENT AND LAB.
ARTICLE VIII.
TRADE SECRETS, TRADENAMES AND SERVICE MARKS
8.1
TRADE SECRETS.
DURING THE TERM OF THIS
AGREEMENT, GROUP AND GROUP PHYSICIANS WILL HAVE ACCESS TO AND BECOME ACQUAINTED
WITH CONFIDENTIAL INFORMATION AND TRADE SECRETS OF CLARIENT AND LAB, INCLUDING
INFORMATION AND DATA RELATING TO PAYOR CONTRACTS AND ACCOUNTS, CLIENTS,
PATIENTS, PATENT
11
GROUPS, PATIENT LISTS, BILLING PRACTICES AND PROCEDURES, BUSINESS TECHNIQUES AND
METHODS, STRATEGIC PLANS, OPERATIONS AND RELATED DATA (COLLECTIVELY, "TRADE
SECRETS").
ALL TRADE SECRETS ARE THE PROPERTY OF CLARIENT AND LAB AND USED IN
THE COURSE OF THE RESPECTIVE BUSINESSES OF CLARIENT AND LAB, AND SHALL BE
PROPRIETARY INFORMATION PROTECTED UNDER THE UNIFORM TRADE SECRETS ACT.
GROUP
SHALL NOT, AND SHALL CAUSE GROUP PHYSICIANS NOT TO, DISCLOSE TO ANY PERSON OR
ENTITY, DIRECTLY OR INDIRECTLY, EITHER DURING THE TERM OF THIS AGREEMENT OR AT
ANY TIME THEREAFTER, ANY TRADE SECRETS, OR USE ANY TRADE SECRETS OTHER THAN IN
THE COURSE OF MEETING GROUP'S OBLIGATIONS UNDER THIS AGREEMENT.
ALL DOCUMENTS
THAT GROUP PREPARES, OR TRADE SECRETS THAT MIGHT BE GIVEN TO GROUP IN THE COURSE
OF PROVIDING THE SERVICES UNDER THIS AGREEMENT, ARE THE EXCLUSIVE PROPERTY OF
LAB, AND, WITHOUT THE PRIOR WRITTEN CONSENT OF LAB, SHALL NOT BE REMOVED FROM
LAB'S PREMISES.
8.2
TRADENAMES AND SERVICE MARKS.
CLARIENT AND
LAB MAY ADOPT ONE OR MORE TRADENAMES OR SERVICE MARKS.
GROUP AUTHORIZES
CLARIENT AND LAB TO ASSOCIATE SUCH TRADENAMES OR SERVICE MARKS WITH GROUP'S NAME
ON ANY CORRESPONDENCE OR OTHER PUBLIC OR PRIVATE COMMUNICATION OR ADVERTISEMENT,
AND GROUP AGREES THAT CLARIENT AND LAB MAY UTILIZE SUCH TRADENAMES AND SERVICE
MARKS WITH OTHER PHYSICIANS WHO ARE EMPLOYED BY OR CONTRACT WITH GROUP TO
PROVIDE MEDICAL SERVICES.
DURING THE TERM OF THIS AGREEMENT, GROUP SHALL NOT,
ABSENT THE PRIOR WRITTEN CONSENT OF CLARIENT AND LAB, USE SUCH TRADENAMES OR
SERVICE MARKS.
GROUP FURTHER AGREES THAT UPON ANY TERMINATION OR EXPIRATION OF
THIS AGREEMENT, GROUP SHALL NOT USE SUCH TRADENAMES OR SERVICE MARKS OR CONTEST
THE SOLE AND EXCLUSIVE OWNERSHIP OF CLARIENT AND LAB AND RIGHT TO THE USE OF