THIRTY (30) BUSINESS DAYS AFTER WRITTEN NOTICE
TO PHILIPS; OR (II) A RECEIVER IS APPOINTED FOR PHILIPS OR ITS PROPERTY, OR IT
MAKES AN ASSIGNMENT FOR THE BENEFIT OF ITS CREDITORS, OR ANY PROCEEDINGS ARE
COMMENCED BY, FOR OR AGAINST IT UNDER ANY BANKRUPTCY, INSOLVENCY OR DEBTOR'S
RELIEF LAW, OR IT IS LIQUIDATED OR DISSOLVED OR (III) PHILIPS DEFAULTS IN ANY
PAYMENT DUE TO MEDQUIST AND SUCH DEFAULT CONTINUES FOR A PERIOD OF THIRTY (30)
DAYS AFTER WRITTEN NOTICE TO PHILIPS.
7.2.3
EITHER PARTY SHALL HAVE THE RIGHT TO TERMINATE THIS
AGREEMENT (BOTH AT THE END OF THE INITIAL TERM AND DURING OR AT THE END OF ANY
SUBSEQUENT TERM) AT ITS SOLE DISCRETION UPON AT LEAST A TWO (2) YEARS PRIOR
WRITTEN NOTICE TO THE OTHER PARTY, THE FIRST POSSIBILITY TO ISSUE SUCH NOTICE
SHALL BE NO SOONER THAN AT THE END OF THE INITIAL TERM (I.E. THE TERM OF THE
LICENSE WILL BE AT LEAST 7 YEARS).
7.3.
UPON THE TERMINATION OF THIS AGREEMENT, ALL
FEES OWED BY ONE PARTY TO THE OTHER PARTY PURSUANT TO THIS AGREEMENT SHALL BE
PAID WITHIN TEN (10) DAYS AFTER THE DATE OF TERMINATION.
7.4.
UPON THE TERMINATION OF THIS AGREEMENT, ALL
LICENSES GRANTED HEREUNDER SHALL TERMINATE.
EACH PARTY SHALL RETURN TO THE
OTHER PARTY, ERASE, OR DESTROY ALL COPIES OF THE OTHER PARTY'S CONFIDENTIAL
INFORMATION IN ITS POSSESSION OR REASONABLY OBTAINABLE AND SHALL CERTIFY SAME
HAS BEEN DONE.
9
7.5.
SECTIONS 5, 7.3, 7.4, 8, 9 AND 10 SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT.
SECTION 8.
CONFIDENTIAL INFORMATION
8.1.
THE PARTIES AGREE ALL INFORMATION AND
MATERIALS RECEIVED BY ONE PARTY FROM THE OTHER PARTY ("DISCLOSING PARTY"),
INCLUDING LICENSED PRODUCT, DOCUMENTATION, CONTEXTS, LANGUAGE RESOURCES, THE
TERMS OF THIS AGREEMENT AND ANY INFORMATION AND MATERIALS ABOUT THE OTHER
PARTY'S BUSINESS, PRODUCT, TECHNOLOGIES, CUSTOMERS, PATIENT INFORMATION AND
SUPPLIERS IDENTIFIED BY THE DISCLOSING PARTY AS CONFIDENTIAL AND PROPRIETARY TO,
AND TRADE SECRETS OF, THE OTHER PARTY ARE REFERRED TO AS "CONFIDENTIAL
INFORMATION".
8.2.
EACH PARTY AGREES TO HOLD ALL CONFIDENTIAL
INFORMATION OF THE DISCLOSING PARTY IN STRICT CONFIDENCE, NOT TO DISCLOSE IT TO
OTHERS AND NOT TO ALLOW ANY UNAUTHORIZED PERSON ACCESS TO IT, EITHER BEFORE OR
AFTER TERMINATION OF THIS AGREEMENT.
8.3.
EACH PARTY AGREES TO RESTRICT DISSEMINATION OF
THE CONFIDENTIAL INFORMATION OF THE OTHER PARTY TO ONLY THOSE PERSONS WITHIN ITS
ORGANIZATION WHO MUST HAVE ACCESS TO SUCH INFORMATION TO ENABLE THE PARTY
RECEIVING CONFIDENTIAL INFORMATION TO PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT.
8.4.
A PARTY (THE "RECEIVING PARTY") SHALL NOT BE
LIABLE FOR THE DISCLOSURE OR OTHER USE OF CONFIDENTIAL INFORMATION WHICH (A) IS
IN THE PUBLIC DOMAIN AT THE TIME OF DISCLOSURE THROUGH NO FAULT OF SUCH
RECEIVING PARTY, (B) BECOMES RIGHTFULLY KNOWN TO SUCH RECEIVING PARTY FROM A
THIRD PARTY UNDER NO OBLIGATION TO MAINTAIN CONFIDENTIALITY, (C) BECOMES
PUBLICLY AVAILABLE THROUGH NO FAULT OF OR FAILURE TO ACT BY SUCH RECEIVING PARTY
IN BREACH OF THIS AGREEMENT, (D) WAS INDEPENDENTLY DEVELOPED OR ALREADY KNOWN BY
SUCH RECEIVING PARTY