SAME TO ANY OTHER
PERSON OR ENTITY EXCEPT AS SPECIFIED HEREIN.
EACH PARTY MAY DISCLOSE
CONFIDENTIAL INFORMATION OF THE OTHER TO ITS EMPLOYEES AND CONSULTANTS WHO ARE
BOUND BY CONFIDENTIALITY OBLIGATIONS AT LEAST AS PROTECTIVE AS THOSE STATED
HEREIN.
EACH PARTY SHALL TAKE THE SAME MEASURES TO PRESERVE THE CONFIDENTIALITY
OF THE CONFIDENTIAL INFORMATION OF THE OTHER AS IT DOES FOR ITS OWN CONFIDENTIAL
INFORMATION, BUT IN NO EVENT WITH LESS THAN REASONABLE CARE.
IN ADDITION TO THE
FOREGOING, EITHER PARTY MAY DISCLOSE CONFIDENTIAL INFORMATION DISCLOSED TO IT BY
THE OTHER PARTY TO THE EXTENT SUCH DISCLOSURE IS REQUIRED BY LAW, GOVERNMENT
AGENCY, GOVERNMENTAL REGULATION, COURT ORDER OR VALID DISCOVERY REQUEST IN
CONNECTION WITH A LEGAL PROCEEDING, PROVIDED THAT IF A PARTY IS REQUIRED TO
DISCLOSE ANOTHER PARTY'S CONFIDENTIAL INFORMATION IN CONNECTION THEREWITH, IT
SHALL PROVIDE THE OTHER PARTY WITH PRIOR WRITTEN NOTICE OF ANY SUCH DISCLOSURE
AND A REASONABLE OPPORTUNITY TO SEEK CONFIDENTIAL TREATMENT OR A PROTECTIVE
ORDER, IF APPROPRIATE.
IN THE EVENT THAT SUCH CONFIDENTIAL TREATMENT OR
PROTECTIVE ORDER IS NOT OBTAINED, THE PARTY REQUIRED TO DISCLOSE SUCH
CONFIDENTIAL INFORMATION SHALL DISCLOSE ONLY THAT PORTION OF THE CONFIDENTIAL
INFORMATION WHICH ITS COUNSEL ADVISES THAT IT IS LEGALLY REQUIRED TO DISCLOSE.
FOR THE AVOIDANCE OF DOUBT, IF THIS AGREEMENT IS REQUIRED TO BE FILED WITH ANY
GOVERNMENTAL OR REGULATORY AGENCY, THE PARTY REQUIRED TO MAKE SUCH FILING SHALL
SEEK CONFIDENTIAL TREATMENT OF THE TERMS OF THIS AGREEMENT, AND SHALL IN ANY
EVENT, REDACT THOSE PORTIONS OF THE AGREEMENT THAT ITS LEGAL COUNSEL ADVISES MAY
BE REDACTED, BUT STILL COMPLY WITH SUCH FILING REQUIREMENT.
12. TERM AND TERMINATION
12.1 TERM.
THIS AGREEMENT SHALL COMMENCE ON THE EFFECTIVE DATE AND SHALL
CONTINUE IN FULL FORCE UNTIL THREE (3) YEARS AFTER THE LAST DAY OF THE FIRST
FULL CALENDAR MONTH DURING WHICH THE IMAGE-CHECKER-LUNG VERSION 2 IS FIRST
COMMERCIALLY AVAILABLE , UNLESS EARLIER TERMINATED AS SET FORTH IN THIS
SECTION 12.
THE PARTIES MAY RENEW THIS AGREEMENT FOR ADDITIONAL ONE (1) YEAR
TERMS UPON MUTUAL WRITTEN AGREEMENT.
12.2 TERMINATION FOR CAUSE.
IF EITHER PARTY BREACHES ANY OF ITS MATERIAL
OBLIGATIONS HEREUNDER, AND SUCH BREACH IS NOT CURED WITHIN THIRTY (30) DAYS
AFTER WRITTEN NOTICE FROM THE OTHER PARTY, THE NON-BREACHING PARTY SHALL BE
ENTITLED TO TERMINATE THIS AGREEMENT UPON WRITTEN NOTICE.
12.3 TERMINATION FOR INSOLVENCY.
THIS AGREEMENT MAY BE TERMINATED BY EITHER
PARTY, ON NOTICE: (A) UPON THE INSTITUTION BY THE OTHER PARTY OF INSOLVENCY,
RECEIVERSHIP OR BANKRUPTCY PROCEEDINGS; OR ANY OTHER PROCEEDINGS FOR THE GENERAL
SETTLEMENT OF ALL OR SUBSTANTIALLY ALL OF ITS DEBTS; (B) UPON THE INSTITUTION OF
SUCH PROCEEDINGS AGAINST THE OTHER PARTY, WHICH ARE NOT DISMISSED OR OTHERWISE
RESOLVED IN ITS FAVOR WITHIN SIXTY (60) DAYS THEREAFTER; (C) UPON THE OTHER
PARTY'S MAKING A GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS; OR (D) UPON
THE OTHER PARTY'S DISSOLUTION OR CEASING TO CONDUCT BUSINESS AS A GOING CONCERN,
OR UPON TAKING ACTION TO DISSOLVE OR TO CEASE BUSINESS AS A GOING CONCERN.
12.4 TERMINATION FOR ONGOING FORCE MAJEURE.
IF