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EXHIBIT F <br /> SERVICE LEVEL AGREEMENT <br /> SOFTWARE VENDOR INDEMNITY AND LIMITATION OF LIABILITY. <br /> (a) For purposes of this Section 11 of the Agreement, the term "Software" <br /> shall mean and refer to, severally and collectively, the Portal v7.0 (including Results Viewer), <br /> Rhapsody Integration Engine, Clinical Data Repository, HIE Module, NextGate Master Patient <br /> Index, NextGate Provider Index, and Health Language LE Architecture software owned by <br /> Orion Health, Inc. ("Orion Health") and which is used in connection with the operation of the <br /> HIE Network and offering of the Services by NC HIE for end use by Participants and their <br /> Authorized Users. <br /> (b) Orion Health shall have no liability for any third party claim with respect <br /> to medical malpractice related to the use of the Software unless and until adjudicated by a court <br /> of competent jurisdiction and the cause of the claim is determined by such court to be directly <br /> related to the malfunction of the Software. Participant shall indemnify Orion Health for any <br /> breach of Participant's obligations under this Agreement or the Participation Agreement. <br /> (c) ORION HEALTH SHALL NOT BE LIABLE TO PARTICIPANT FOR <br /> ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR <br /> EXEMPLARY DAMAGES (INCLUDING DAMAGES RELATED TO DELAYS, LOSS OF <br /> DATA, INTERRUPTION OF SERVICE OR LOSS OF USE, BUSINESS, REVENUE, OR <br /> PROFITS), OR THE USE OR INABILITY TO USE THE SOFTWARE, UNLESS SUCH <br /> DAMAGES RESULT FROM OR ARISE OUT OF, OR ARE AWARDED AS A RESULT OF, <br /> THE GROSSLY NEGLIGENT ACTS OR OMISSIONS, OR INTENTIONAL <br /> WRONGDOING, OF ORION HEALTH. <br /> (d) ORION HEALTH'S TOTAL LIABILITY TO PARTICIPANT OR ANY <br /> THIRD PARTY AND PARTICIPANT'S EXCLUSIVE REMEDY FOR ANY ACTUAL OR <br /> ALLEGED DAMAGES ARISING OUT OF, BASED ON OR RELATING TO THE <br /> SOFTWARE SHALL BE LIMITED TO (A) FOUR MILLION DOLLARS ($4,000,000) FOR <br /> ANY CLAIM AND RESULTING LIABILITY DIRECTLY RELATED TO THE OPERATION <br /> OR USE OF THE SOFTWARE; OR(B) TWO MILLION DOLLARS ($2,000,000) IN TOTAL <br /> FOR ANY CLAIM AND RESULTING LIABILITY DIRECTLY RELATED TO THE <br /> MAINTENANCE, SUPPORT OR IMPLEMENTATION SERVICES PROVIDED BY ORION <br /> HEALTH. <br /> (e) Orion Health shall be an intended third parry beneficiary of the terms and <br /> provisions of this Section 11. <br />