SciCan STATIM 2000 G4 Manuel De L'utilisateur page 57

By virtue of the account with SciCan that the Customer will open for purposes of registering the SciCan Equipment
and obtaining Updates, SciCan will obtain and possess Confidential Information and personal information relating
to the Customer. Customer information that SciCan obtains does not include local area network ("LAN") topology
or information about other devices connected to the LAN. Personal information that SciCan obtains will include the
names of persons to whom emails may be sent by SciCan respecting the functioning of the SciCan Equipment and
the Updates. Each of the parties acknowledges to the other that by virtue of their licensing and Update services
relationship it may have access to Confidential Information of the other party. The parties agree, both during the term
of this Agreement and after termination, to hold each other's Confidential Information in confidence. The SciCan
Software Product shall be treated as confidential in perpetuity. The parties agree not to make each other's Confi-
dential Information available in any form to any third party (other than those of its employees or consultants under
nondisclosure obligations) or to use each other's Confidential Information for any purpose other than as contemplat-
ed by this Agreement. Each party will take commercially reasonable steps to ensure that Confidential Information is
not disclosed or distributed by its employees or consultants in violation of the provisions of this Article 9. The parties
agree that the terms and conditions of this Agreement are considered confidential.
9.2 Exception
Notwithstanding any provision contained in this Agreement, neither party will be required to maintain in confidence
any of the following information:
(a) information which, at the time of disclosure to the receiving party, is in the public domain;
(b) information which, after disclosure, becomes part of the public domain, except by breach of this Agreement;
(c) information which was in the receiving party's possession at the time of disclosure, and which was not acquired,
directly or indirectly, from the disclosing party;
(d) information which the receiving party can demonstrate resulted from its own research and development, indepen-
dent of disclosure from the disclosing party;
(e) information which the receiving party receives from third parties, provided such information was not obtained by
such third parties from the disclosing party on a confidential basis; or
(f) information which is produced in compliance with applicable law or a court order, provided the other party is given
reasonable notice of such law or order and an opportunity to attempt to preclude or limit such production.
ARTICLE 10
GENERAL
10.1 Law and Venue
This Agreement will be governed and construed under the laws of the Province of Ontario and the applicable federal
laws of Canada. In no event will this Agreement be governed by the United Nations Convention on Contracts for the
International Sale of Goods.
10.2 Notices
All notices will be in writing and sent by first class mail, overnight courier, or transmitted by facsimile and confirmed
by mailing, to the addresses indicated on the first page of this Agreement, or such other address as either party may
indicate by at least ten (10) days prior written notice to the other party. Notices to SciCan will be sent to privacy@
SciCan.com. Notice will be deemed to have been given upon personal delivery (in the case of overnight courier or
facsimile) or five (5) business days after being sent by first class mail or on the next business day if sent by facsimile.
10.3 Assignment
Customer may not assign this Agreement (by operation of law or otherwise) or sublicense the SciCan Software
Product without the prior written consent of SciCan. Customer may, however, sell or otherwise dispose of the
SciCan Equipment with the SciCan Software Product loaded onto its internal operating system. Customer
acknowledges that no Upgrades will be available for any equipment that is sold or disposed of unless
the purchaser or recipient opens an account for Upgrades with SciCan and pays the appropriate fees.
Any prohibited assignment or sublicense of the SciCan Software Product will be null and void. The foregoing
notwithstanding, upon written notice to SciCan, Customer may assign, or otherwise transfer this Agreement to an
Affiliate of Customer, provided such Affiliate agrees with SciCan to be bound by the terms and conditions of this
Agreement.
10.4 Legal Costs
If any legal action, including arbitration, is required in order to enforce or interpret any of the provisions of this
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