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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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XVII.    Compliance with Law. In performing under this Agreement and in
         conducting its business, Distributor shall comply, at Distributor's
         cost, with all applicable federal, state and local laws, regulations
         and rules.

XVIII.   Indemnity. Distributor shall indemnify, defend and hold Stereotaxis
         harmless from and against any and all expenses, costs (including
         reasonable attorney's fees), claims, demands, damages, liability, suits
         or the like arising from or related to (a) the failure of Distributor
         to perform any of its obligations hereunder; (b) breach on the part of
         Distributor of any representation, warranty, covenant, term or
         provision herein; (c) provision by Distributor of any services or
         products (other than the Products), including by way of example and not
         limitation, provision of any replacement parts not supplied by
         Stereotaxis; or (d) any act or omission on the part of Distributor or
         its employees, agents or representatives. The provisions of this
         Section shall survive termination, for whatever reason, of this

XIX.     Agreement Not Assignable. The rights and privileges granted herein are
         personal in character and cannot be assigned or transferred by
         Distributor, by operation of law or otherwise, without the consent in
         writing of an authorized representative of Stereotaxis and any
         purported assignment or transfer without such consent shall have no
         legal effect whatsoever.

XX.      Entire Agreement, etc. This Agreement constitutes the entire
         understanding between the parties and shall be deemed to supersede any
         and all prior agreements, verbal or written, between the parties. All
         previous negotiations and representations not included herein are
         hereby abrogated. Except as provided herein, this Agreement cannot be
         changed, modified or varied, except by a written instrument signed by
         the authorized representatives of the parties hereto. The captions of
         the various sections of this Agreement shall not be construed as a
         waiver of any such term and the right of Stereotaxis thereafter to
         enforce such term.

XXI.     Governing Law. This Agreement shall be exclusively governed by and
         construed in accordance with the laws of the State of Delaware, United
         States of America, without giving effect to any conflict-of-law rules
         requiring the application of the substantive law of any other
         jurisdiction; provided, however, that the United Nations Convention on
         Contracts for the International Sale of Goods shall in no way apply to
         the interpretation of this Agreement.

XXII.    Arbitration.

         A.       All disputes arising out of or in connection with this
                  Agreement (the "Dispute") including the arbitrability of any
                  Dispute, shall be finally settled under the Rules of
                  Arbitration of the International Chamber of Commerce (the
                  "ICC") in effect on the date of this Agreement (the "Rules")
                  by three arbitrators. In the event of a conflict between the
                  Rules and the provisions of this Section, the provisions of
                  this Section shall govern. The place of arbitration shall be
                  in St Louis, Missouri. The arbitration shall be governed by
                  Chapter 2 of the United States Arbitration Act, 9 U.S.C.
                  Sections  201-208. The two arbitrators appointed by the
                  parties shall


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