OEM Agreement and Manufacturing Support Agreement
Category: OEM
16.4 Insurance. Each Party shall maintain, from the effective date through the fifth anniversary of the expiration date of the Term, a policy of insurance for product claims. Such policy shall (i) have a per occurrence limit of at least $10 million and an annual aggregate limit of at least $10 million, (ii) name the other Party as an additional insured and (iii) provide for at least 30 days’ advance written notice to the other Party of cancellation or material change in coverage. Each Party shall provide evidence of such coverage to the other Party promptly following execution of this Agreement and annually thereafter. If a Party breaches its obligation to maintain insurance, (x) the Party shall have the right to obtain coverage as required on the other Party’s behalf and at the other Party’s expense, (y) the party obtaining the insurance shall have the right to set-off the cost of such coverage against any payment owed to the other Party and (z) the other Party shall indemnify the Party obtaining the insurance from and against all costs and expenses associated with obtaining such coverage. Notwithstanding the foregoing, insurance requirement under clause (i) above, TechniScan shall be able to maintain a policy of insurance for product claims with a per occurrence limit of at least $1 million and an annual aggregate limit of at least $2 million until the Effective Date under the Distribution Agreement.
16.5 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY IN RESPECT OF ANY INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS.
OEM Agreement and Manufacturing Support Agreement