REASON OF A CLAIM OF INFRINGEMENT, VIOLATION OR
MISAPPROPRIATION OF ANY THIRD PARTY'S PATENTS, COPYRIGHTS, TRADEMARKS, TRADE
SECRETS OR OTHER PROPRIETARY RIGHTS, OR MEDQUIST REASONABLY BELIEVES THAT IT
WILL BE SO ENJOINED, THEN PSP WILL, AT ITS SOLE, OPTION AND EXPENSE, IN ADDITION
TO ITS OTHER OBLIGATIONS IN THIS SECTION 14: (I) PROCURE FOR MEDQUIST AND ITS
END USERS THE RIGHT TO CONTINUE USING THE PRODUCT OR ANY PORTION THEREOF; (II)
REPLACE THE SAME WITH SOFTWARE OF EQUIVALENT FUNCTIONS AND EFFICIENCY THAT IS
NOT SUBJECT TO AN ACTION DESCRIBED IN THIS SECTION; OR (III) MODIFY THE
APPLICABLE SOFTWARE SO THAT THERE IS NO LONGER ANY INFRINGEMENT OR BREACH,
PROVIDED THAT SUCH MODIFICATION DOES NOT ADVERSELY AFFECT THE FUNCTIONAL
CAPABILITIES OF THE PRODUCT AS SET OUT IN THIS AGREEMENT.
IF NEITHER (I), (II),
OR (III) MAY BE ACCOMPLISHED DESPITE PSP'S REASONABLY DILIGENT EFFORTS, MEDQUIST
MAY TERMINATE THIS AGREEMENT WITH REGARD TO THE PORTION OF THE PRODUCT THAT IS
ALLEGED TO INFRINGE, VIOLATE, OR MISAPPROPRIATE A THIRD PARTY'S RIGHTS.
PSP
WILL HAVE NO LIABILITY RESPECTING ANY CLAIM OF INFRINGEMENT OR BREACH AS
AFORESAID TO THE EXTENT SUCH CLAIM IS BASED ON THE COMBINATION, OPERATION, OR
USE OF THE SOFTWARE WITH OTHER EQUIPMENT, SOFTWARE, APPARATUS, DEVICES, OR
THINGS NOT SUPPLIED BY PSP OR IN A MANNER NOT SUBSTANTIALLY CONSISTENT WITH
PSP'S SPECIFICATIONS AND INSTRUCTIONS.
THIS SECTION 14 STATES THE ENTIRE
LIABILITY OF PSP FOR ANY TYPE OF INFRINGEMENT OR BREACH WHATSOEVER OF
INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES RELATED TO THE MANUFACTURE, SALE,
OPERATION, OR USE OF THE PRODUCT.
15.
PRODUCT OWNERSHIP.
PSP IS THE SOLE OWNER OF THE PRODUCTS AND ALL
DERIVATIVES, MODIFICATIONS, ENHANCEMENTS, CORRECTIONS, ADDITIONS, AND EXTENSIONS
OF END TO THE PRODUCTS.
MEDQUIST ACKNOWLEDGES THAT THE SOFTWARE (OTHER THAN THE
THIRD-PARTY SOFTWARE) (SUCH SOFTWARE, EXCLUDING ANY THIRD-PARTY SOFTWARE, BEING
REFERRED TO IN THIS AGREEMENT AS THE "PSP SOFTWARE") IS A VALUABLE TRADE SECRET
OF PSP.
PSP WILL BE THE SOLE AND EXCLUSIVE OWNER OF THE PSP SOFTWARE, AND
MEDQUIST AGREES TO DO NOTHING INCONSISTENT WITH SUCH OWNERSHIP.
16.
LEGAL COMPLIANCE.
16.1.
MEDQUIST MAY NOT DOWNLOAD OR OTHERWISE EXPORT OR RE-EXPORT THE
SOFTWARE OR ANY UNDERLYING INFORMATION OR TECHNOLOGY EXCEPT IN FULL COMPLIANCE
WITH ALL UNITED STATES AND OTHER APPLICABLE LAWS AND REGULATIONS.
IN
PARTICULAR, BUT WITHOUT LIMITATION, NONE OF THE SOFTWARE OR UNDERLYING
INFORMATION OR TECHNOLOGY MAY BE DOWNLOADED OR OTHERWISE EXPORTED OR
RE-EXPORTED: (I) INTO (OR TO A NATIONAL OR RESIDENT OF) CUBA, IRAN, IRAQ, LIBYA,
NORTH KOREA, SYRIA, OR SUDAN; OR (II) TO ANYONE ON THE U.S. TREASURY
DEPARTMENT'S LIST OF SPECIALLY DESIGNATED NATIONALS OR THE US COMMERCE
DEPARTMENT'S TABLE OF DENY ORDERS.
11
16.2.
IN ACCORDANCE WITH THE FEDERAL CENTER FOR DEVICES AND RADIOLOGICAL
HEALTH REGULATIONS, IN ORDER TO PERMIT TRACING IN THE EVENT OF RECALL, MEDQUIST
WILL RETAIN DISTRIBUTION RECORDS FOR THE PRODUCTS FOR A PERIOD OF FIVE (5) YEARS
FROM THE DATE OF TERMINATION OR EXPIRATION OF THIS AGREEMENT.
16.3.
MEDQUIST IS AWARE OF AND WILL ADVISE ITS END USERS TO COMPLY WITH
SECTION 112B(B)