Product Supply Agreement
Last Updated: 1 January 2023
This non-exclusive Product Supply Agreement (“PSA”) sets forth the terms and conditions pursuant towhich EON DENTAL JORDAN (FREE ZONES) a limited liability corporation registered with the Jordan Freeand Development Zones Group under registration number 2942 (“Eon Dental”) will provide custom-madesequential clear aligners and other related products (“Products”) to the party (“Purchaser”) executingthe Proposal. This PSA shall govern the contractual relationship between Eon Dental and Purchaseralong with the Software License Agreement (“SLA”), and, where applicable, the Treatment SetupServices Agreement (“TSA”) (together “Agreements”). Eon Dental and the Purchaser are here in after referred to individually as the “Party” and collectively the“Parties”.
"Affiliate” means, with respect to a Party, any other Person that, directly or indirectly, controls, iscontrolled by or is under common control with such Party. As used in this definition of “Affiliate”, theterm “control” shall mean, as to any such other Person, (a) direct or indirect ownership of more thanfifty percent (50%) (or such lesser percentage as is the maximum allowed to be owned by a foreigncorporation in a particular jurisdiction) of the voting interests or other ownership interests in the Personin question, or (b) possession, directly or indirectly, of the power to direct or cause the direction ofmanagement or policies of the Person in question (whether through ownership of securities or otherownership interests, by contract or otherwise).
"Authorized Representative” means the Receiving Party’s (a) Affiliates and its and each of its Affiliate’srespective employees, directors, and advisors who reasonably need to know Confidential Informationfor performance of the Receiving Party’s obligations or exercise of the Receiving Party’s rights granted orretained under the Agreements, and (b) attorneys, accountants, consultants, agents, independentcontractors and professional advisors who have a business need to know Confidential Information ortrade secrets for performance of the Receiving Party’s obligations or exercise of the Receiving Party’srights granted or retained under the Agreements.
"Business Days” means a day (other than a Friday or Saturday or public holiday in Amman-Jordan) on which banks are generally open for normal business in Amman-Jordan.
“Confidential Information” means confidential information as defined in Article 13 of this PSA.
Data Protection Laws” means the General Data Protection regulation (Regulation (EU) 2016/679(GDPR) and any other laws regulating the processing of personal data that are specifically applicable onor agreed upon between the Parties.
"Data Protection Laws” means the General Data Protection regulation (Regulation (EU) 2016/679(GDPR) and any other laws regulating the processing of personal data that are specifically applicable onor agreed upon between the Parties.
"Disclosing Party” means the Party disclosing Confidential Information hereunder
“Person” means any natural person, partnership, trust, estate, association, limited liability company,corporation, custodian, nominee, governmental instrumentality or agency, body politic or any otherentity in its own or any representative capacity.
“Receiving Party” means the Party receiving Confidential Information here under.
"Specifications” means the specifications for the Products corresponding to the Treatment Setup,Branding Instructions and the Quality Agreement
“Treatment Setup” means the rendering of a preview in STL Format of how the subject Products willimpact the teeth of the subject Patient (as defined hereafter)
2.1. The Purchaser agrees to purchase from Eon Dental, and Eon Dental agrees to manufacture,provide and sell to the Purchaser, the Products in accordance with the terms and conditionsset out in this PSA
2.2. Purchaser will not promote, market, distribute or sell the Products to persons outside of theterritory shown in the Proposal (“Territory”). Neither Party will represent or otherwisepresent itself or its Affiliates as a representative of the other Party.
3.1. The Purchaser shall provide Eon Dental with an order for the Products (“Case Order”) for anindividual patient (“Patient”). The Purchaser shall place Case Orders and the associatedTreatment Setup through Eon Dental’s interactive case management portal (“Platform”)accessed through login details or application programing interfaces provided by Eon Dentalto the Purchaser (“API”).
3.2. For each Case Order, Eon Dental shall manufacture and deliver the Products based on theTreatment Setup EXWORKS to the Purchaser Delivery Address using reputable overnightcarriers. Title and risk shall be removed from Eon Dental upon delivery to the first carrier.Shipping, export and import customs duties and associated fees (together “Delivery Fees”)will be paid by Eon Dental and charged to the Purchaser in accordance with Article 5 of thisPSA.
3.3. A Case Order shall take effect at the date and time the Treatment Setup is either: (i) receivedin the Platform in accordance with Article 3.1 above or (ii) if applicable, approved by thePurchaser in accordance with the terms and conditions of the TSA and constitutes an officialpurchase order, instructing Eon Dental to manufacture the Products, after which time theterms and conditions in Article 3.4 below applies
3.4. If a Customer cancels a Case Order for any reason whatsoever:
(i) Before manufacturing the Products, then Eon Dental shall not charge any price for theProducts associated with the Case Order
(ii) After manufacturing the Products, then Eon Dental not credit or refund any portion ofthe fees or prices for the Products or packaging material, or the Delivery Fees associatedwith the Case Order
4.1. Subject to the terms and conditions of this PSA, Eon Dental shall use commercially reasonable efforts to complete the manufacturing of a Case Order in accordance with the following:
(i) In the event the Treatment Setup is received in the Platform in accordance with Article3.1 of this PSA:
1. Eon shall indicate if the Treatment Setup is in the form and quality acceptable to EonDental and sole discretion (“Treatment Setup Acceptance”): no later than one (1)Business Day of receiving the Treatment Setup
.2. Eon shall complete the manufacturing of a Case Order no later than five (5) BusinessDays from the Treatment Setup Acceptance.
(ii) In the event the Treatment Setup is delivered by Eon Dental in accordance with the TSA:Eon shall complete the manufacturing of a Case Order no later than five (5) Business Daysfrom delivering the Treatment Setup
4.2. The Parties agree that Eon Dental shall not be liable for any losses, damages, liabilities orcosts incurred by the Purchaser in case of delay in shipment or delivery by the carrier.
5.1. Use of the API, Platform and any website owned or operated by Eon Dental (together, “EonSystems”) is governed by the Software License Agreement. The Purchaser acknowledges thatby using the Eon Systems, the Purchaser agrees to the terms and conditions in the SoftwareLicense Agreement
5.2. The Purchaser may use the API to solely access the Platform in accordance with thecommunication provided in writing by Eon Dental to the Purchaser. The Purchaser may notuse the API for any purpose, feature or function not described there in
6.1. All prices for the Products are stated in the Proposal unless otherwise agreed between the Parties.
6.2. All sales taxes, value added taxes, and any such similar or associated fees are to be paid bythe Purchaser. If the Purchaser is required by laws or regulations to deduct or withhold anysuch amount from any sum payable to Eon Dental, then the sum payable by the Purchaserwill be increased to the extent necessary to ensure that after such tax or other amount hasbeen deducted, withheld or paid, Eon Dental receives on the due date and retains (free fromany liability in respect of any such deduction, withholding or payment) a net sum equal to what it wouldhave received and so retained had no such deduction, withholding or payment been required or made.
6.3. Parties acknowledge that during the term of this PSA Eon Dental shall have the right to change theprices charged to the Purchaser from time to time without the prior approval of the Purchaser
7.1. Eon Dental will provide the Purchaser with an invoice for all costs and fees (including Delivery Fees) forand associated with the sale of the Products with each shipment.
7.2. Eon Dental’s invoices are in USD and are payable within fifteen (15) calendar days from the end of eachcalendar month.
7.3. The Purchaser shall be deemed to have performed its payment obligations when the respective sumsdue have been received by Eon Dental.
7.4. In case of delay of thirty (30) days past the due date of payment of any properly andundisputed invoiced amount to be made by the Purchaser to Eon Dental under theAgreements: (i) Eon Dental shall be allowed to suspend or terminate performance of any ofits obligations under any or all of the Agreements; and (ii) the Purchaser shall automaticallyand without any notice be charged interest at a per monthly rate of one percent (1%).Amounts due from Purchaser to Eon Dental under any of all of the Agreements may not bewith held or offset by Purchaser against other amounts for any reason.
8.1. Eon Dental warrants that any and all Products it sells to the Purchaser are not damaged, bentor broken at the time the Products are delivered to the Purchaser, are conforming with theapplicable Specifications and, where applicable, Branding Instructions, and are free fromdefects in material and workmanship (“Warranty”), except for circumstances where this PSAexpressly states that no warranty shall apply. Except for the Warranty, Eon Dental disclaimsany and all other representations and warranties of any kind, express or implied, includingthe implied warranties of merchantability and fitness for a particular purpose, all designwarranties and all performance warranties and the above Warranty shall exclusively describeEon Dental’s obligations with regards to the quality of the Products sold. For the avoidance ofdoubt, the Warranty is given only to the Purchaser and not to any third-Party.
8.2. The Purchaser shall have the full and exclusive responsibility for having the Products used in aprofessional manner and in accordance with the health and clinical requirements that applyunder the applicable laws.
8.3. The period of validity of the Warranty will commence upon the date of delivery by EonDental of the Products and shall expire, and all claims for defective Products shall expire one(1) week following the completion of each Product’s wear cycle as shown in the TreatmentSetup
8.4. The Warranty does not cover, and Eon Dental does not provide any warranty for, defectsand/or faults arising from (i) the misuse or improper handling of the Products by thePurchaser or any third-party, or (ii) any inaccuracy of Patient Data or other informationprovided to Eon Dental, or the non-conformity between the teeth of the relevant Patient andthe Treatment Setup provided to Eon Dental. “Patient Data” means and includes a Patient’sexternal and intraoral photos, age and name, a case prescription, X-rays, and intraoral scans.
8.5. For any Warranty claim to be valid:
(i) The Purchaser must notify Eon Dental by means of an email email@example.com, without unreasonable delay and during the period ofvalidity of the Warranty, of the damage, non-conformity or defect of the Products andthe Purchaser must provide evidence proving the same;
(ii) The Purchaser will supply such additional information and documentation as Eon Dentalmay reasonably request in the course of evaluating the Warranty claim; and
8.6. Eon Dental will, at Eon Dental’s cost and expense,
9.1. Eon Dental is solely responsible for complying with laws and regulations in the Territoryrelating to the premarket submission to demonstrate that the device to be marketed is safeand effective with regards to manufacturing and labeling of the Products (“ManufacturingRequirements”)
9.2. The Purchaser is solely responsible for obtaining and maintaining throughout the term of thisPSA the required approvals, registrations, licenses or authorizations necessary for theProducts to be imported, enter the Territory and/or pass the customs and the Territory’sborder (“Import Approvals”).
9.3. Eon Dental is solely responsible for obtaining and maintaining throughout the term of thisPSA the required approvals, registrations, licenses or authorizations necessary to market,promote and sell the Products to the Purchaser in the Territory (“Regulatory Approvals”)
9.4. The Purchaser is solely responsible for obtaining and maintaining throughout the term of thisPSA the required approvals, registrations, licenses or authorizations necessary to market,promote and sell the Products to the Patients in the Territory (“Sales Approvals”).
10.1. Eon Dental shall indemnify, defend and save harmless the Purchaser from and against anyand all losses, damages, liabilities or costs (including attorney fees) (“Losses”) incurred by thePurchaser resulting from any third-party claim, suit, action, or proceeding (“Claim”) asevidenced by a final and binding decision of a court or authority of competent jurisdictionand arising out of or resulting from (i) misrepresentation or breach of warranty (including theWarranty) by Eon Dental, or material breach or violation by Eon Dental of any terms orconditions of this PSA including complying with, obtaining and maintaining the ManufacturingRequirements and Regulatory Approvals, (ii) infringement of Intellectual Property Rights of a third party byEon Dental (except in so far such Intellectually Property Rights relate to a specific feature requested by thePurchaser) in so far as any such Intellectual Property Rights are used by or on behalf of Eon Dental for thepurposes of this PSA
10.2. The Purchaser shall indemnify, defend and save harmless the Purchaser from and against anyLosses incurred by Eon Dental resulting from any third-party Claim as evidenced by a finaland binding decision of a court or authority of competent jurisdiction and arising out of orresulting from (i) misrepresentation or breach of warranty by the Purchaser, or materialbreach or violation by the Purchaser of any terms or conditions of this PSA, includingcomplying with, obtaining and maintaining the Import Approvals and Sales Approvals (ii)material breach of any term or condition of any agreement between the Purchaser and anyPatient, or any acts of failure involving any Patient, or (iii) any incorrect or incompleteinformation including Patient Data, provided to Eon Dental (iv) any misuse of the Products bythe Purchaser or Patient, or any changes to the Products or the packaging thereof by thePurchaser, (v) false and misleading claims or advertising by the Purchaser about the Productsincluding failure to make promotional and instructional materials consistent with theinformation and warnings on the Product labels, (vi) infringement of Intellectual PropertyRights of a third party by the Purchaser in so far as any such Intellectual Property Rights areused for the purposes of this PSA.
10.3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCESAND UNDER NO LEGAL THEORY (WHETHER IN TORT (INCLUDING NEGLIGENCE), BREACH OFCONTRACT OR OTHERWISE, SHALL ANY PARTY BE LIABLE TO THE OTHER PARTY FOR ANYINDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE, RELIANCE, ENHANCED DAMAGES ORCONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST REVENUE, LOSTPROFITS, LOSS OR INTERRUPTION OF BUSINESS OR LOSS OF PATIENT DATA OR OTHER DATA)OR COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES INCURRED BYTHE OTHER PARTY HERETO RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITHTHE AGREEMENTS, EVEN IF THE OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OFSUCH DAMAGES.
10.4. The indemnified Party agrees that the indemnifying Party can only be held liable as per theterms of this Article 10 to the extent damages suffered by indemnified Party are directly
andsolely attributable to the indemnifying Party in pursuance to the terms agreed upon underthis PSA.
10.5. The Parties explicitly agree that Eon Dental shall not, in any way whatsoever, throughout theterm of this PSA and thereafter, be liable towards the Purchaser of damages and liabilities ofwhatever type that result from (i) services (including producing a Treatment Setup) providedto the Purchaser by third parties or performed by the Purchaser in relation to the servicesagreed upon under this PSA , (ii) the lack of any Import Approvals, the Products are withheldat the customs and the shipment does not reach the Purchaser or is delayed, or (iii) if theProducts are altered, modified, customized in any way whatsoever, or have been used incombination with any other product or service provided, by any Person other than EonDental.
10.6. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCESAND UNDER NO LEGAL THEORY (WHETHER IN TORT (INCLUDING NEGLIGENCE), BREACH OFCONTRACT OR OTHERWISE), SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY DIRECTDAMAGES IN AN AMOUNT IN EXCESS OF FIFTY PER CENT (50%) THE AGGREGATE AMOUNTPAID BY THE PURCHASER TO EON DENTAL DURING THE TWELVE (12) MONTHS IMMEDIATELYPRECEDING THE FIRST OCCURRENCE OF THE EVENTS GIVING RISE TO THE CLAIM.
10.7. Each Party will promptly notify the other Party in writing upon learning of any Claim that maygive rise to the indemnification requirements under this PSA and reasonably cooperate withthe indemnifying Party at the indemnifying Party’s sole cost and expense. The indemnifyingParty will immediately take control of the defense and investigation of such Claim and willemploy counsel of its choice to handle and defend the same, at the indemnifying Party’s solecost and expense. The indemnifying Party will not settle any Claim in a manner that affectsthe rights of the indemnified Party without the indemnified Party’s prior written consent. Ifthe indemnifying Party fails or refuses to take control of the defense of any Claim, theindemnified Party shall have the right, but no obligation, to defend against any Claim,including settling a Claim after giving prior written notice to the indemnifying Party, in suchmanner and on such terms as the indemnified Party may deem appropriate. Neither theindemnifying Party’s failure to perform its indemnification obligations nor any act or omissionof the indemnified Party in the defense or settlement of any Claim will relieve theindemnifying Party of its indemnification obligations, except to the extent that theindemnifying Party can demonstrate that the indemnifying Party has been materiallyprejudiced as a result of any act or omission of the indemnified Party other than as a result ofthe indemnified Party defending against any Claim in the event the indemnifying Party fails orrefuses to take control of the defense of any action.
11.1. This PSA takes effect on the date the Purchaser first makes a Case Order and shall remaineffective until the validity shown in the Proposal or terminated as provided herein.11.2. This PSA may be terminated by either Party at any time for any reason whatsoever andwithout providing said reason to the other Party by giving a written termination notice to theother Party of no less than thirty (30) days.
11.3. Without prejudice to its right to claim full compensation for damages suffered in accordancewith the provisions of this PSA, either Party may terminate this PSA with immediate effect bywritten notice to the other Party as follows:(i) if the other Party commits a material breach of this PSA or any of the Agreements, thisPSA can be terminated immediately upon delivery of written termination notice withoutfirst giving notice to remedy;(ii) if a direct competitor of the terminating Party acquires substantially all of the stock,equity, or assets of the other Party; or(iii) if the other Party becomes insolvent, is declared bankrupt, is subject to a liquidation,winding-up or receivership, suspends payment of its due debts or announces its intention to do so, makesan assignment for the benefit of creditors or any similar arrangement under any bankruptcy law, ordiscontinues business.
12.1. Upon expiration or termination of this PSA for any reason, Eon Dental shall immediatelycease any and all use of Purchaser Marks and manufacturing Products, and the ReceivingParty must immediately destroy or return to the Disclosing Party, at the Disclosing Party’soption all Confidential Information; however, the Receiving Party shall not be required toreturn to the Disclosing Party or destroy those copies of Confidential Information that (A)reside on the Receiving Party’s backup, disaster recovery or business continuity systems, or(B) the Receiving Party is obligated by the applicable law to retain. The Receiving Partyagrees that, following expiration or termination of this PSA, the Receiving Party will neitherretrieve nor use Confidential Information for any purpose other than those specified in thisArticle 12.
12.2. Upon either Party giving a written termination notice to the other Party in accordance withthis PSA, all of Eon Dental’s invoices to the Purchaser shall become due and payable inadvance and prior to making the Products available to the Purchaser by Eon Dental
13.1. The Parties acknowledge that in the course of performing its obligations under theAgreements, the Receiving Party may have access to and be entrusted with ConfidentialInformation (as defined hereafter), the unauthorized use or disclosure of any of which wouldbe detrimental to the Disclosing Party.
13.2. For purposes of the Agreements, “Confidential Information” means any and all informationmade accessible by or on behalf of the Disclosing Party from time to time to the ReceivingParty under the Agreements that the Disclosing Party reasonably considers to be confidentialand is the subject of reasonable efforts to keep it confidential , including, but not limited to,information relating to the Disclosing Party’s products and services, customer and supplierinformation, product manufacture and installation, product and service cost or pricing, theobligations under and specific terms of this Agreement, past, present and future businessactivities, business methods and structure, personnel allocation and principals, clients andcustomers' transactions and affairs, technology, designs, documentation, manuals, budgets,legal and financial affairs, statements and information, sales estimates, accounts, dealerslists, customer lists, marketing studios, drawings, notes, memoranda and the informationcontained therein, trade secrets, know-how, formulas, processes, methods, works-inprogress, specifications, branding information, computer programs and related source andobject codes, technology and technical or other information relating to the development,manufacture, clinical testing, analysis, marketing, sale and supply and proposeddevelopment, manufacture, clinical testing, development and marketing of products andservices and other information and material, whether or not such information is markedconfidential or is by its nature intended to be exclusively for the knowledge of the ReceivingParty alone. Although certain information may be generally known in the relevant industry,the fact that the Disclosing Party uses such information may not be so known, and in suchinstance, the information would comprise Confidential Information. Furthermore, the fact that variousfragments of information or data may be generally known in the relevantindustry does not mean that the manner in which the Disclosing Party combines them, andthe results obtained thereby, are so known, and in such instance, such information or datawould also comprise Confidential Information. For purposes of the Agreements,“Confidential Information” does not include information or material that the Receiving Partycan substantiate: (a) was, or has become, publicly known in the public domain (other than asa result of wrongful act or a breach of the Agreements by the Receiving Party); (b) was knownto or in the Receiving Party’s possession prior to the Receiving Party’s receipt from theDisclosing Party; (c) is approved for release by prior written authorization of the DisclosingParty; or (d) is rightfully obtained by the Receiving Party from a third-party Person who wasnot under any obligation of confidentiality to the disclosing Party.
13.3. The Receiving Party agrees and undertakes that it shall not, at any time during the term ofthis PSA and for a period of three (3) years after the expiration or termination of this PSAwith respect to Confidential Information: (i) reproduce, distribute or disclose any ConfidentialInformation to any Person (except as explicitly permitted in Articles 13.4 and 13.5 below); (ii)use any Confidential Information for any purpose other than as reasonably necessary for theReceiving Party to perform its obligations or exercise its rights granted or retained pursuantto the Agreements; and (iii) access any Confidential Information from the Disclosing Party forany purpose other than as reasonably necessary for the Receiving Party to perform itsobligations or exercise its rights granted or retained under the Agreements. Any use ordisclosure of Confidential Information by the Receiving Party for any purpose other than asreasonably necessary for the Receiving Party to perform its obligations or exercise its rightsgranted or retained pursuant to any of the Agreements shall be a material breach of theAgreements. The Receiving Party shall notify the Disclosing Party immediately upondiscovery of any unauthorized use or disclosure of Confidential Information and willcooperate with the Disclosing Party in every reasonable way to help the Disclosing Partyregain possession of Confidential Information and prevent its further unauthorized use ordisclosure. The protection afforded to Confidential Information by this Article 13 is notintended to limit in any way any protection provided to any such information under theapplicable law.
13.4. Notwithstanding Article 13.3 above, the Receiving Party has the right to disclose ConfidentialInformation to its Authorized Representatives. The Receiving Party warrants to theDisclosing Party that any Authorized Representative who has access to ConfidentialInformation has signed a confidentiality agreement in content substantially similar to theprovisions hereof and/or is under a professional, fiduciary or written obligation ofconfidentiality substantially similar to the provisions hereof, prior to any disclosure ofConfidential Information to the Authorized Representative.
13.5. If the Receiving Party is presented with legal process under which it could be legallycompelled to disclose any Confidential Information of the Disclosing Party, the ReceivingParty will promptly notify the Disclosing Party of the same (to the extent permitted byapplicable law) in writing before any disclosure is made so that the Disclosing Party may, atits discretion, seek a protective order or other appropriate remedy to preserve theconfidentiality of Confidential Information. In any event, only that portion of the ConfidentialInformation that it is legally required to be disclosed may be disclosed.
13.6. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” THE DISCLOSING PARTY MAKES NOWARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY,COMPLETENESS OR PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, OR FREEDOM FROM INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OROTHER PROPRIETARY RIGHTS.
14.1. Intellectual Property Rights14.1.1. “Intellectual Property Rights” mean all copyrights, patents, Marks (as defined hereafter),trade secrets, moral rights, know-how, and other intellectual and industrial property andrights similar to the foregoing, whether registered or unregistered, pursuant to the law of anyjurisdiction throughout the world, relating to products, services, material, documents,software, firmware, API or other items a party prepares, produces, or makes available."Marks” mean trademarks, service marks, logos, corporate names, trade names, internetdomain names or URLs used by a party to distinguish its products or services.
14.1.2. Each Party agrees that it retains sole and exclusive ownership in all its Intellectual PropertyRights and Confidential Information that it owns, including any it creates or provides to theother Party under any of the Agreements. Any modifications and improvements to a Party’s(“Former Party”) Intellectual Property Rights or Confidential Information by the other Partyshall be the sole and exclusive ownership of the Former Party. The Former Party grants theother Party a non-exclusive, non-transferable, and non-sublicensable right to use the FormerParty’s Intellectual Property Rights and Confidential Information provided to the other Partyunder the Agreements as reasonably necessary for the other Party to perform its obligationsor exercise its rights granted or retained pursuant to the Agreements, but at all times inaccordance with any instructions or specifications provided by the Former Party to the otherParty.
14.1.3. No assignment or transfer of any Intellectual Property Rights, Confidential Information, orother proprietary rights is intended or granted by either Party under any of the Agreements.
14.2. Branding14.2.1. Where applicable, the Products shall be branded in accordance with the Purchaser’s writteninstructions to Eon Dental, which shall govern and control (“Branding Instructions”). In noevent shall Eon Dental use any Purchaser Mark for any purpose other than as reasonablynecessary to perform Eon Dental’s obligations under the Agreements and at all times inaccordance with any instructions provided by the Purchaser to Eon Dental.
14.2.2. To the extent any Products will be branded using any Purchaser Mark in accordance with thePurchaser’s "Branding Instructions", the Purchaser hereby grants to Eon Dental a nonexclusive, non-transferable, and non-sublicensable right to use the Purchaser Marks duringthe term of this PSA in connection with performing its obligations under the Agreements.14.2.3. Eon Dental acknowledges the existence, validity, enforceability, and the Purchaser’sownership of Purchaser Marks, and any Intellectual Property Rights therein and related thereto. Eon Dentalwill not contest or oppose in any manner the existence, validity,
enforceability, or ownership of any Purchaser Mark, any portion thereof, or any IntellectualProperty Rights therein or related thereto. In connection with the use of any PurchaserMark, Eon Dental will not in any manner represent that it has any ownership in any PurchaserMark, and Eon Dental acknowledges that use of Purchaser Marks inures solely to the benefitof the Purchaser. On termination or expiration of this PSA for any reason, Eon Dental willimmediately cease and desist from all use of any and all Purchaser Marks in any way.Furthermore, Eon Dental will not at any time thereafter adopt or use, without thePurchaser’s prior written consent, any Mark that is confusingly similar to any Purchaser Mark.
.15.2. Eon Dental undertakes, represents and warrants that it will use and process any personaldata of Patients (including Patient Data) only for the purpose of performing its obligationsunder the Agreements.
15.3. The Purchaser agrees that Eon Dental may use Patient Data for promotional, educational, orresearch and development purposes, publications in professional journals or use inprofessional collateral materials, provided that such Patient Data has first been anonymizedin a way that neither the Purchaser nor any Patient is identifiable.
15.4. The Purchaser acknowledges that Eon Dental may use a third party service provider to hostthe Eon Systems. The Purchaser agrees to comply with any terms of such third party serviceprovider that may be notified to Purchaser by Eon Dental in writing from time to time orotherwise made available by Eon Dental to Purchaser from time to time. Eon Dental shall notbe responsible for any non-availability of the Eon Systems to the extent such non-availabilityarises out of actions by the third party service provider or Force Majeure.
the Agreements are personal to both Eon Dental and the Purchaser, and neither Party canassign in whole or in part any of its rights or obligations under any of the Agreements to anyPerson, without the prior written consent of the other Party, except that either Party mayassign its rights and obligations under the Agreements or any part hereof to (a) one or moreof its Affiliates, and/or (b) a purchaser of all or substantially all of the stock, equity, or assetsof the assigning Party, in each case, without the prior written consent of the other Party.Subject to the foregoing, the Agreements are binding upon Eon Dental and the Purchaser andtheir permitted successors and assignees.
17.1. It being understood that any information under or in relation to the Agreements may beexchanged by email or electronic data interchange. The Parties explicitly agree that anyformal notice or communication required by the Agreements shall be in writing and shall bedeemed given in accordance with Article 17.3 of this PSA if such notice is addressed to theParty to be notified at such Party’s address set forth below:For Eon Dental:
firstname.lastname@example.org (with a copy of legal notices to email@example.com)For the Purchaser:
As shown in the Proposal
17.2. Any Party may change its notice address by giving written notice to the other Party in
accordance with Articles 17.1 above.
17.3. Any and all notices permitted or required to be given hereunder will be deemed dulyeffectively given upon receipt when delivered personally; upon the earlier of two (2) BusinessDays or receipt acknowledged by return email when delivered by email; or upon two (2)Business Days after being deposited with an industry recognized and reputable overnightinternational carrier, signature required.
17.4. Where applicable, Eon Dental will ship Products to Purchaser at the following address
(“Purchaser Delivery Address”):
As shown in the Proposal
The descriptive words or phrases in the headings of the Agreements are inserted forconvenience and reference purposes only and are not to be used in interpreting theAgreements
No Party is considered to have waived any rights under any of the Agreements unless suchwaiving Party executes an explicit waiver in writing. If a Party waives any right under theAgreements, such waiver will not constitute a waiver of any other or subsequent right of theParty even if it is identical or similar in character.
the Agreements and all obligations (other than obligations to pay money) hereunder of eitherParty shall be suspended for any period (“Period of Suspension”) during which either Partyreasonably believes that it is prevented or hindered from materially complying with itsobligations under any part of the Agreements due to acts of God, including war or warlikeconditions (e.g., terrorism, invasion, riot, or other civil unrest), blockades, internationalsanctions or embargoes, serious accidents, fires, floods, strikes or lock-outs, lockdowns,uncontrollable and unforeseen transport interruptions, government intervention, civil insurrection, epidemicsor pandemics, or any other event that was unforeseeable by theaffected Party and beyond the affected Party’s reasonable control and could not have beenavoided by the affected Party by using commercially reasonable efforts (“Force Majeure”);provided, however, that the affected Party (i) shall promptly notify the other Party of theForce Majeure; (ii) shall provide the other Party, from time to time, with its best estimate ofthe duration of such Force Majeure; and (iii) shall exert all commercially reasonable efforts,at the affected Party’s sole cost and expense, to eliminate, cure, or overcome any suchcauses and to resume performance of its obligations as soon as possible.
If any provision or covenant in the Agreements is unenforceable, invalid, or contrary tomandatory law, such provision or covenant will be ineffective to the extent of suchunenforceability, invalidity, or illegality. The remainder of such provision or covenant, andany other provision or covenant in the Agreements, will remain valid, legal, and enforceable.
This PSA, as supplemented by the SLA, TSA, schedules and including the preamble andrecitals, constitutes the entire agreement and understanding between the Parties withrespect to the subject matter of this PSA and supersedes all previous letters, representations,warranties, or agreements, express or implied, between the Parties relating to the subjectmatter of this PSA. Eon Dental shall have the right to modify or amend any of theAgreements from time to time. When Eon Dental makes a change to any of the Agreements,the Purchaser’s continued use of the Products will constitute an acceptance of anymodification or amendment to such changes.
Eon Dental and the Purchaser agree that in the event of any conflict between the terms andconditions of a Case Order, invoice for Products, or other subsequent writing between theParties and the terms and conditions of the Agreements, the terms of the Agreements shallprevail. Each Party hereby represents and warrants that it has the full right, power, andauthority, to enter into this PSA and any of the other Agreements to carry out thetransactions contemplated hereby and thereby. Each Party hereby represents and warrantsthat.
(i) It is fully capable to carry out all obligations herein described under the applicable laws;and
(ii) No waiver or consent of any Person is required (or if required, has or will be timelyobtained) for the proper and legal execution, delivery, and performance of obligations bythe Party under any of the Agreements.
Nothing contained in any of the Agreements will be construed as to: (i) create a laborrelationship, (ii) constitute the Parties (or any of their Affiliates) as partners, joint venturers,co-owners or otherwise participants in a joint undertaking, (iii) give a Party (or any of its Affiliates) thepower to direct and control the day-to-day activities of the other Party or itsAffiliates; (iv) cause either Party or its Affiliates to be held liable for the contractualobligations of the other Party or its Affiliates; or (v) allow a Party (or any of its Affiliates) tocreate or assume any obligation on behalf of the other Party or any of its Affiliates for anypurpose whatsoever.
Unless explicitly stated otherwise in any of the Agreements, a Party’s obligations under anyof the Agreements are the sole responsibility of the Party. If a Party uses any of its Affiliatesor a third-party Person to perform the Party’s obligations under the Agreements, the Partyshall remain wholly liable and responsible for all actions of such Affiliate or third-partyPerson, as if the Party had taken such actions itself under the Agreements.
Termination of any of the Agreements will not affect survival of the provisions regardingeither Party’s treatment of Confidential Information, Intellectual Property Rights, provisionsrelating to the payments of amounts due that have accrued prior to termination, indemnityprovisions, provisions limiting or disclaiming the Party's liability, provisions on termination, orthe data privacy provisions, which provisions will survive such termination.
26.1.1. All of the Agreements shall be governed by, and construed and interpreted in accordance with thelaws of Belgium
26.1.2. Any dispute, controversy or claim whatsoever arising out of, in relation to or in connectionwith any the Agreements, or the breach, termination or invalidity thereof, that cannot besettled amicably, shall be finally settled in the courts of Antwerp, section Antwerp
26.1.3. Each Party acknowledges that a breach by the other Party of any of the Agreements maycause the non-breaching Party irreparable damages, for which an award of damages wouldnot be adequate compensation and agrees that, in the event of such breach, the nonbreaching Party may be entitled to seek equitable relief, including a restraining order,injunctive relief, specific performance and any other relief that may be available from anycourt, in addition to any other remedy to which the non-breaching Party may be entitled atlaw or in equity. Such remedies will not be deemed to be exclusive but will be in addition toall other remedies available at law or in equity, subject to any express exclusions orlimitations in the Agreements to the contrary