Stryker PINPOINT PC9000, Operator'S Manual

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PINPOINT Endoscopic Fluorescence Imaging System Operator’s Manual
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5.4 Indemnification. Each party shall indemnify, defend and hold harmless the other party, its successors and
assigns and their respective directors, officers, employees and agents from and against any and all liabilities,
damages, losses, settlements, penalties, fines, costs and expenses, including, without limitation, reasonable
attorneys’ fees of whatever kind or nature (but not including taxes), to the extent arising from any third
-
party
claim, action, suit or proceeding based upon: (a) the indemnifying party’s negligence or misconduct in the
performance of its obligations or exercise of its rights under the Agreement, and (b) the indemnif
ying party’s
breach of the Agreement; provided, however, that in each of (a) and (b), the indemnifying party shall not be
obligated to indemnify, defend or hold harmless any other party to the extent that such other party would be
obligated to indemnify, defend and hold harmless the indemnifying party pursuant to this Section.
5.5 Severability and Waiver . If any provision of this Agreement is held to be illegal, invalid or otherwise
unenforceable, such provision will be enforced to the extent possible consistent with the stated intention of the
parties, or, if incapable of such enforcement, will be deemed to be severed and deleted from this Agreement,
while the remainder of this Agreement will continue in full force and effect. The waiver by either party of any
default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach.
5.6 Assignment . You may transfer this Agreement and the license granted hereunder to the purchaser of the
PINPOINT System with which the Program is used, however you may not otherwise assign, sell, transfer,
delegate or dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or
any rights or obligations under this Agreement without the prior written consent of Novadaq. Any purported
assignment, transfer or delegation by You in contravention of the foregoing will be null and void. Novadaq is
free to assign, sell and transfer its rights and obligations hereunder without restriction or limitation. Subject to
the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective
successors and assigns.
5.7 Delegation.
You acknowledge that at Novadaq’s sole discretion, the obligations of Novadaq under this
Agreement may be delegated to, or performed by, Novadaq’s designated distributor or authorized agent.
5.8 Compliance with Law. Each party shall comply with all applicable laws, governmental statutes, ordinances
and regulations relating to license or use of the Program.
5.9 Export Administration . You will not, and You will require Your representatives not to, export, direct or transfer
the Program, or any direct product thereof, to any destination, person or entity restricted or prohibited by
applicable export control regulations in the jurisdiction in which the product was supplied to You.
5.10 Entire Agreement . This Agreement constitutes the entire agreement between the parties and supersedes all
prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this
Agreement. This Agreement may not be modified or amended except in a writing signed by a duly authorized
representative of each party. It is expressly agreed that the terms of this Agreement will supersede the terms
in any of Your purchase orders or other ordering documents.
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Novadaq
®
is trademark of Novadaq Technologies ULC