THE COMMERCIAL RELEASE OF SUCH MATERIALS OR COMMENCEMENT OF SUCH PROGRAMS.
R2
RESERVES THE RIGHT TO REJECT ANY PROMOTIONAL MATERIALS THAT CONTAIN INACCURATE
CLAIMS REGARDING THE R2 LUNG CAD PRODUCT.
2.5 PRODUCT PRESENTATION.
EACH PARTY REPRESENTS AND WARRANTS THAT IT WILL:
(A) PRESENT THE R2 LUNG CAD PRODUCT FAIRLY TO POTENTIAL CUSTOMERS; (B) NOT
DISPARAGE THE OTHER PARTY, THE OTHER PARTY'S TRADEMARKS, OR THE OTHER PARTY'S
PRODUCTS OR SERVICES IN ANY MATERIAL RESPECT; (C) AVOID DECEPTIVE, MISLEADING OR
UNETHICAL BUSINESS PRACTICES; AND (D) AVOID FALSE OR MISLEADING REPRESENTATIONS
WITH REGARD TO THE R2 LUNG CAD PRODUCT.
2.6 TRADEMARKS.
VITAL RECOGNIZES AND CONCEDES FOR ALL PURPOSES THAT ALL
TRADEMARKS AFFIXED TO THE R2 LUNG CAD PRODUCT OR ANY ACCOMPANYING LABELS,
MARKETING MATERIALS, CONTAINERS AND CARTONS, WHETHER OR NOT REGISTERED,
CONSTITUTE R2'S EXCLUSIVE PROPERTY AND CANNOT BE USED EXCEPT IN CONNECTION WITH
PROMOTING AND MARKETING THE R2 LUNG CAD PRODUCT.
SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT, R2 HEREBY GRANTS, AND VITAL HEREBY ACCEPTS, A
NON-EXCLUSIVE, NON-TRANSFERABLE, NON-ASSIGNABLE, ROYALTY-FREE LICENSE TO USE
R2'S TRADEMARKS SOLELY FOR PURPOSES OF MARKETING THE R2 LUNG CAD PRODUCT IN THE
TERRITORY AS SET FORTH IN THIS AGREEMENT; PROVIDED, HOWEVER, THAT VITAL WILL
PROVIDE R2 WITH SAMPLES OF EACH USE OF TRADEMARK PRIOR TO SUCH USE AND WILL
REFRAIN FROM ALL USES THAT R2 INFORMS VITAL ARE DETRIMENTAL TO R2'S INVESTMENT
IN SUCH TRADEMARKS.
VITAL AGREES TO STATE IN APPROPRIATE PLACES ON ALL
MATERIALS USING THE TRADEMARKS THAT THE TRADEMARKS ARE TRADEMARKS OF R2 AND TO
INCLUDE THE APPROPRIATE TRADEMARK SYMBOLS. R2 GRANTS NO OTHER RIGHTS THAN THOSE
EXPRESSLY GRANTED HEREUNDER, AND VITAL ACKNOWLEDGES R2'S EXCLUSIVE OWNERSHIP OF
THE TRADEMARKS AND THE RENOWN OF R2'S TRADEMARKS WORLDWIDE. VITAL SHALL PROMPTLY
INFORM R2 IN WRITING OF ANY KNOWN OR REASONABLY SUSPECTED VIOLATION OF R2'S
TRADEMARKS OR COPYRIGHTS.
VITAL AGREES THAT ANY USE OF R2'S TRADEMARKS, AND ALL
ASSOCIATED GOODWILL, SHALL INURE TO THE BENEFIT OF R2.
VITAL AGREES IT WILL NOT
USE, REGISTER OR OTHERWISE APPROPRIATE ANY NAME, MARK OR LOGO WHICH IS SIMILAR
TO OR MAY BE CONFUSED WITH ANY NAME, MARK OR LOGO LICENSED BY R2 HEREUNDER.
2.7 BRANDING.
IN THE EVENT THAT A CUSTOMER LICENSES THE IMAGECHECKER-LUNG
VERSION 2 OR ANY SUCCESSOR CAD LUNG PROGRAM OF R2,VITAL SHALL POSITION AN R2
TRADEMARK OF R2'S CHOOSING ON THE LAUNCH BUTTON OF THE VITAL WORKSTATION AS WELL
AS DISPLAY PROMINENTLY AN R2 TRADEMARK OF R2'S CHOOSING ON THE SCREEN OF THE
VITAL WORKSTATION WHEN APPROPRIATE, BUT THE FOREGOING SHALL NOT REQUIRE VITAL TO
RETROFIT OR MODIFY ANY VITAL WORKSTATION IN A CUSTOMER'S POSSESSION PRIOR TO THE
GRANT OF SUCH LICENSE.
2.8 CUSTOMER INSTALLATION AND TRAINING.
AS BETWEEN THE PARTIES, R2 SHALL BE
RESPONSIBLE FOR THE INSTALLATION AND ALL TRAINING IN THE USE OF THE R2 LUNG CAD
PRODUCT AT ALL CUSTOMER SITES.
R2 MAY OFFER ONE DAY OF CUSTOMER TRAINING FREE
OF CHARGE AT THE CUSTOMER SITE, AT DESIGNATED TRAINING CENTERS OR THROUGH ONLINE
METHODOLOGIES.
2.9
SERVICE AND SUPPORT.
AS BETWEEN THE PARTIES, R2