Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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and connection can be performed during normal business hours. Any overtime
charges or other special expenses will be additional charges to the prices show.

12.3     Trade Unions

If a trade union, or unions, prevents Seller from performing the above work, the
Purchaser will make all required arrangements with the trade union, or unions,
to permit Seller completion of said work. Moreover, any additional costs related
to such any such arrangements or labor disputes will be paid by the Purchaser
and Seller's obligations under such circumstances will be limited to providing
engineering supervision of installation and connection of Seller equipment to
existing wiring.

12.4     Purchaser's Obligations

Purchaser will, at its expense, provide all proper and necessary labor and
materials for plumbing service, carpentry work, conduit wiring, and other
preparations required for such installation and connection. All such labor and
materials will be completed and available at the time of delivery of the
Products by Seller. Additionally, the Purchaser will provide free access to the
premises of installation and, if necessary, safe and secure space thereon for
storage of Products and equipment prior to installation by Seller. If any
special work of any type must be performed in order to comply with requirements
of any governmental authority, including procurement of special certificates,
permits and approvals, the same will be performed or procured by Purchaser at
Purchaser's expense. Purchaser will provide a suitable environment for the
Products and will ensure, at its sole cost and expense, that its premises are
free of asbestos, hazardous conditions and any concealed dangerous conditions
and that all site requirements are met. Purchase is responsible for ensuring
compliance with local regulations relating to installation. Seller is not an
architect and all drawings furnished by Seller are not construction drawings.

12.5     Regulatory Reporting

Seller will only report activity performed by its authorized personnel and in
all other respects Purchaser will be responsible for fulfilling any and all
regulatory reporting requirements.

12.6     Completion of Installation

Installation will be complete upon the conclusion of final calibration and
checkout under Seller standard procedures to verify that the Products meet
applicable written performance specifications. Notwithstanding the foregoing,
first use of the Products by Purchaser, its agents or employees for any purpose
after delivery will constitute completion of installation.

13.      INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS

13.1     Infringement by Seller.

Seller warrants that the Products manufactured by Seller and sold hereunder do
not infringe any patent or copyright in the country of the installation site
identified in the Quotation. If Purchaser receives a claim that any such
Product, or parts thereof, infringe upon the rights of others under any U.S.
patent or copyright Purchaser will notify the Seller in writing. As to all
infringement claims relating to Products or parts manufactured by Seller or one
of its affiliates:

         (a) Purchaser will give Seller information, assistance and exclusive
authority to evaluate, defend and settle such claims; and

         (b) Seller will then, at its own expense, defend or settle such claims,
procure for the Purchaser the right to use the Products, or remove or modify
them to avoid infringement. If none of these alternatives is available on terms
reasonable to Seller, then Purchaser will return the Products to Seller and
Seller will refund to Purchaser the purchase price paid by the Purchaser less
reasonable depreciation for Purchaser's use of the Products.

13.2     Infringement bv Purchaser

If some or all of the Products sold hereunder are made by Seller pursuant to
drawings or specifications furnished by the Purchaser, or if the Purchaser
modifies or combines, operates or uses the Products other than as specified by
Seller or with any product, data, software, apparatus or program not provided or
approved by Seller, then the indemnity obligation of Seller under Section 13.1
will be null and void and should a claim be made that such Products infringe the
rights of any third party under patent, trademark or otherwise, then Purchaser
will indemnify and hold Seller harmless against any liability or expense,
including reasonable attorneys fees, incurred by Seller in connection therewith.

14.      DESIGNS AND TRADE SECRETS/LICENSE

14.1     Any drawings, data, designs, software programs or other technical or
confidential information supplied by Seller to Purchaser in connection with the
sale of the Products are not included in the sale of the Products to Purchaser,
will remain Seller's property and will at all times be held in confidence by
Purchaser. Such information will not be reproduced or disclosed to others
without Seller's prior written consent.

14.2     Purchaser acknowledges and agrees that any and all software
incorporated into the Niobe Magnetic Navigation System, or contained or
comprised in any Products or other accessories provided by Seller to Purchaser
for use with the Niobe Magnetic Navigation System remains the property of Seller
or where applicable, its licensor(s) and is licensed to Purchaser on a non
exclusive, non-transferable basis (for the license fees described in the
Quotation) not sold. This software is the confidential information of Seller and
Purchaser will not copy or modify this software, reverse engineer, decompile or
disassemble or use this software except in conjunction with the Niobe Magnetic
Navigation System at the installation site. Notwithstanding anything else
contained in this Agreement there is no warranty or condition of
non-infringement, quiet enjoyment or possession or title regarding such
software. Purchaser acknowledges that the software is of such complexity that it
may have inherent or latent defects and agrees that its sole remedy for any
defects during the warranty period is that Seller will correct documented
software errors. There are no licenses or rights in respect of software upgrades
or future software products implied or provided for by this Agreement

14.3     Purchaser agrees that it will not use the Products in a manner that
infringes any of Seller's patents.

15.      ENGINEERING CHANGES


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