Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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withholding taxes and any other tax obligation to which the employees and 
personnel of Siemens may be subject. NEITHER PARTY HAS AUTHORITY TO ASSUME OR 
CREATE ANY OBLIGATIONS ON THE OTHER'S BEHALF, EXPRESS OR IMPLIED, WITH RESPECT 
TO THE PRODUCTS OR OTHERWISE. Without limiting the generality of the foregoing, 
neither party shall make any representation, guarantee or warranty on the other 
party's behalf. Neither party shall use the other party's company name, logo, 
artwork designs or abbreviations thereof in any way which may result in 
confusion as to Stereotaxis and Siemens being separate entities.

         24.      CONFIDENTIAL INFORMATION.  During the term of this Agreement, 
and in fulfilling each party's obligations under this Agreement, the parties 
and their respective employees and agents will be exposed to and learn 
confidential information belonging to the other party. All confidential 
information shall be and remain the sole property of the disclosing party and 
may only be used or disclosed by the receiving party and its employees and 
agents for the sole purpose of fulfilling its obligations under this Agreement 
and for no other purpose. The parties shall use all reasonable precautions to 
assure that the confidential information of the disclosing party is protected 
from unauthorized persons and from unauthorized use or disclosure. The 
restrictions on disclosure of confidential information shall not apply to 
information (i) which is or becomes public knowledge through no fault of the 
receiving party and its employees and agents, or any third party not under an 
obligation of non-disclosure to the disclosing party, (ii) which is made 
available to the receiving party or its employees or agents by an independent 
third party with no obligation of non-disclosure to the disclosing party, (iii) 
which is already in the possession of the receiving party or its employees or 
agents at the time of receipt from the disclosing party (and such prior 
possession can be properly demonstrated by documentary evidence), or (iv) which 
is required by law to be disclosed. Confidential information shall not be 
deemed to be public knowledge merely because any part of said information is 
embodied in general disclosures or because individual features, components or 
combinations thereof are now or become known to the public. The receiving 
party's obligations with respect to confidential information shall continue for 
a period of five (5) years from the expiration or termination of this 
Agreement. For purposes of this Agreement, "confidential information" means any 
information belonging to the disclosing party which it considers to be valuable 
and proprietary including but not limited to, know-how, technical data, 
processes, diagnostic software, techniques, developments, inventions, research 
products, and plans for future developments, and proprietary matter of a 
business or technical nature, including but not limited to information about 
cost, profits, markets, products sales, and names and lists of customers. 
confidential information includes all written materials (including 
correspondence, memoranda, manuals, notes and notebooks) and all computer 
software, models, mechanisms, devices, programs, drawings, or plans which shall 
be disclosed or made available embodying confidential information.

         25.      SOFTWARE LICENSE.

         (a)      To perform its obligations under this Agreement, Siemens may 
need to use certain Stereotaxis software ("Software"). This Software is and 
shall remain included in the definition of Confidential Information. 
Stereotaxis hereby grants to Siemens a royalty-free, non-assignable, 
non-exclusive license to use the Software solely to service equipment as 
required to fulfill Siemens' obligations under this Agreement and for no other 
purpose. Upon termination of this Agreement, the Software (and all full or 
partial copies thereof) will be returned to Stereotaxis or Siemens will certify 
as to the destruction thereof.

         (b)      Except as provided in Section 25(a) above, Siemens has no 
right, title or interest in the Software, including but not limited to, no 
right to (a) make or have made any copy or copies of the Software except as 
otherwise required to perform its obligations under this Agreement, (b) make or 
have made any products incorporating all or any part of the Software, (c) 
modify, adapt, disassemble or create any derivative work or works based on the 
Software, unless in any case consented to by Stereotaxis.

         (c)      Siemens shall use its best efforts to ensure that its 
employees comply with the restrictions herein. Siemens shall make its employees 
aware of the limited scope of this license. Siemens will, at its sole cost and 
expense, upon the written request of Stereotaxis, take any action reasonably 
requested to prevent any unauthorized use of the Software arising out of or 
caused by Stereotaxis' license of the Software to Siemens.

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