Common use of Exclusive Collaboration Clause in Contracts

Exclusive Collaboration. 2.1 Vital Images and ATL agree that, commencing as of the date of this Agreement, each will work with the other exclusively as each other's sole collaborator pursuant to the terms of this Agreement for the next five (5) years in the development of three dimensional visualization ("3D") products for medical diagnostic ultrasound imaging applications. Vital Images is committed to work with ATL until at least the Acceptance Date of a first Product. 2.2 For the purposes of this Agreement, the phrase "exclusively as its sole collaborator" shall mean that, during the term of this Agreement: (a) Neither party to this Agreement shall assist, work with or collaborate with any other person or entity in the development of three dimensional visualization products for medical diagnostic ultrasound imaging applications, except: (i) ATL may continue to work with TomTec in the area of 3D technology for the sole purpose of providing ATL customers who desire to use a TomTec product with existing TomTec products which operate with ATL products and may work with clinical or academic groups who are developing 3D capabilities but are not manufacturing or sales entities for such products; and (ii) Vital Images may work with third parties in the development, manufacture, marketing and sale of Vital Images' three dimensional visualization systems for use in connection with multi-modality environments. (b) Each party hereby represents and warrants to the other that it shall not use any proprietary information or technology of the other party in connection with the development of its other product unless it first receives the written consent of the other party. (c) Notwithstanding any other provisions of this Agreement or the Sales Agreement, Vital Images may develop, manufacture, market and/or sell three dimensional visualization systems for use in connection with any other medical or non-medical applications except medical diagnostic ultrasound imaging. In addition, Vital Images will not develop, manufacture, market and/or sell three dimensional visualization systems for interoperative ultrasound, minimally invasive ultrasound, and ultrasonic guided therapy applications for any entity which develops, manufactures or sells medical diagnostic ultrasound systems. Vital Images may itself or in collaboration with any other entity develop, manufacture, market and/or sell three dimensional visualization system for use in medical diagnostic ultrasound: (i) for the development, manufacture and sale of a product which is substantially similar to a Product as to which ATL no longer has exclusive distribution rights under the Sales and Marketing Agreement; and (ii) for the development, manufacture and sale of a product which is substantially similar to a Product as to which ATL and Vital Images are unable to reasonably agree upon a Product Development Plan hereunder, or which is substantially similar to a Product as to which ATL and Vital Images have abandoned development. (d) Subject to the provisions of Section 2.2 of the Sales and Marketing Agreement, Vital Images may use the clinical protocols for a Product developed pursuant to this Agreement beginning no later than six (6) months after the Acceptance Date for the Product.