Common use of AGREEMENTS WITH CUSTOMERS Clause in Contracts

AGREEMENTS WITH CUSTOMERS. 4.1. Pulse Technologies shall ensure that all R&D Products are used solely within the scope of the R&D Business. All provision of R&D Products to R&D Product Customers shall be made under an appropriate written agreement. Each such agreement shall include (a) a restriction requiring that such customer use the applicable R&D Product only for a use within the scope of the R&D Business, (b) a mechanism for Pulse Technologies to audit and confirm that such restriction is complied with, and (c) a termination right permitting Pulse Technology to terminate that agreement in the event such restriction has been violated. In the event of any such violation, Pulse Technologies shall ensure that such violation is promptly remedied, and if it is not, Pulse Technologies shall terminate the customer agreement in question. Use of an R&D Product by a Sublicensee or an R&D Product Customer outside of the scope of the R&D Business shall be deemed to be a material breach by Pulse Technologies of this Agreement. 4.2. Pulse Technologies agrees to provide (whether doing so directly or through a Subsidiary, Sublicensee, or otherwise) the delivery device portion of R&D Products to R&D Product Customers on a loaned or leased-basis only, and therefore agrees not to transfer title to the delivery device portion of any R&D Product to any R&D Product Customer.