Imaging Systems Document

IMAGING SYSTEMS DOCUMENT

This Imaging Systems Document (the "Agreement") is made as of Date: by and between Company Name: ("Company") and Service Provider Name: ("Provider"). Company and Provider are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Company operates clinical, research or commercial facilities requiring imaging hardware, software and related services, and desires to procure certain imaging systems, integration and support; and

WHEREAS, Provider has the expertise, personnel and resources to supply, install, configure and support imaging systems and associated services in accordance with this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Amount:

Invoices shall be submitted in writing by Provider upon attainment of each milestone specified above and shall itemize deliverables and hours where applicable. Payments are due within calendar days of receipt of a correct invoice unless otherwise specified.

All payments are exclusive of any taxes; the Party required by law to collect taxes shall add such taxes to its invoice and identify them separately. Partial payments do not constitute acceptance of nonconforming work.

TERM AND TERMINATION

Term Commencement Date:      Term Expiration Date:

Either Party may terminate this Agreement for cause if the other Party materially breaches any obligation and fails to cure such breach within days after written notice. In addition, either Party may terminate without cause upon providing days' prior written notice to the other Party.

Upon termination, Provider shall deliver all completed work and such partial work as requested by Company and shall invoice for work performed up to the effective date of termination. Company shall pay for all undisputed, non-cancelable costs reasonably incurred by Provider prior to termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") in connection with this Agreement, including technical specifications, system architecture, patient-identifiable information, business plans, pricing, software code, training materials and test results.

The Receiving Party shall (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted herein; and (c) use Confidential Information solely for the performance of this Agreement. The Receiving Party shall exercise at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care.

Confidential Information does not include information that (i) is or becomes publicly available without breach; (ii) is already known to the Receiving Party without obligation of confidentiality; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

The Parties acknowledge that a breach of this Section would cause irreparable harm for which monetary damages may be an inadequate remedy; the Disclosing Party is entitled to seek injunctive relief in addition to other remedies.

INTELLECTUAL PROPERTY

Except as expressly set forth otherwise in writing, Provider retains all right, title and interest in Provider's pre-existing know-how, software, tools and methodologies. All deliverables, designs, documentation and reports specifically created for Company under this Agreement ("Work Product") shall be the sole and exclusive property of Company upon Company’s payment in full for the Work Product. Provider hereby assigns to Company all right, title and interest in such Work Product, subject to Provider's ownership of any pre-existing software or libraries embedded in the Work Product.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, breach of confidentiality or infringement of third-party intellectual property rights, neither Party shall be liable for consequential, incidental, special or punitive damages. Each Party's aggregate liability for claims arising under this Agreement shall not exceed the total amount paid by Company to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to liability.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Any dispute arising out of this Agreement shall be resolved exclusively in the courts located within that State.

ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments and statements of work executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both Parties.

NOTICES

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