Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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     4.  PAYMENT TERMS. Siemens shall invoice Stereotaxis for its Services on a
monthly basis. Payment terms are net thirty (30) days from the date of the
invoice. Past due amounts shall bear interest at the rate of 1 1/2% per month
unless subject to bona fide dispute. If Stereotaxis disputes any invoice, it
must notify Siemens in writing within ten (10) days of receipt of the invoice
and must pay the undisputed portion of the invoice in accordance with the terms
of this Agreement. In the event it is determined that the disputed amount is
owed to Siemens, then Stereotaxis shall pay interest on such amount at the rate
set forth of 0.7% per month, which interest shall accrue from the date such
payment was originally due.

     5.  ORDERING OF SERVICES. Siemens agrees to provide the Services described
herein, at such locations and times and in accordance with the specific
requirements set forth in one or more purchase orders ("Purchase Orders") to be
issued by Stereotaxis from time to time during the term of this Agreement and
directed to the attention of William Paines at the Siemens Uptime Service Center
Processing Department (or to such other individual who is designated by
Siemens). Purchase Orders shall refer to and indicate that they are being
submitted subject to the terms and conditions of this Agreement. All Purchase
Orders submitted under this Agreement shall be governed and controlled by the
conditions of this Agreement. In the event of any inconsistency between the
terms of this Agreement and the terms of a specific Purchase Order, the terms of
the Agreement shall prevail.

     6.  TERMINATION.

     (a) It shall constitute a default under the Agreement, with the
corresponding right of termination as stated below, if any of the following
shall occur:

         (i)  In the event of a material violation by a party of any provision
              of this Agreement (the non-payment of undisputed monies due to
              Siemens shall constitute a material violation of the Agreement)
              which violation continues uncured for a period of thirty (30) days
              after written notice to the other party specifying such violation,
              then the Agreement may be immediately terminated by the non-
              breaching party.

         (ii) In the event a party makes an assignment for the benefit of
              creditors, files a voluntary petition in bankruptcy, is
              adjudicated insolvent or bankrupt, a proceeding is filed against
              said party to declare said party a bankrupt and said proceeding is
              not dismissed within thirty (30) days, or said party commences
              any proceeding under any reorganization, arrangement, readjustment
              of debt or similar law or statute of any jurisdiction, then this
              Agreement may be terminated by the other party on five (5) days
              written notice.

     (b) In addition, either party may terminate this Agreement by giving thirty
(30) days prior written notice to the other party in the event that the
obligations in respect of the provision of service to Stereotaxis pursuant to
the Collaboration Agreement expire or terminate, in which case Siemens will
continue to provide through the effective date of termination any Services
accepted and acknowledged prior to its receipt of Stereotaxis' notice or the
date of its notice of termination, and Stereotaxis will accept and pay for all
such Services in accordance with the terms of this Agreement.

     (c) Any termination of this Agreement shall not affect any obligations that
accrued prior to the effective date of termination.

     7.  COOPERATION. The parties will use their reasonable best efforts to
effectuate the purposes of this Agreement and shall cooperate with each other
respecting the same. Specifically, the parties shall cooperate in reviewing and
determining the desired performance level of each item of equipment covered by
this Agreement. Although Siemens shall assume primary responsibility for
assembling the service documentation, Stereotaxis and Siemens agree to cooperate
in this effort. Further, equipment performance and cost analysis will be
reviewed semi-annually and any changes to the Services may be discussed. Each
site may be reviewed and evaluated at this time.

         

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