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DocuSign Envelope ID:90B9D659-590B-40CA-85C6-4FA2FEE9lF35 <br /> Z` <br /> I I I I I`1 11ulululul iq 1,111 <br /> '9616 NE E) <br /> 4. ZirMed Duties and Obligations. ZirMed agrees to supply and support the Services subscribed to by Customer in <br /> conformity with the terms of this Agreement. ZirMed shall provide Customer with information materials regarding <br /> initiation and use of ZirMed's Internet-based and desktop Services and network. ZirMed will provide all <br /> reasonably required start-up and maintenance services to Customer in initiating use of the connections with <br /> Services. ZirMed will also provide online education and testing,system implementation and mapping,as well as, <br /> troubleshooting services. In the event that Customer and ZirMed mutually agree that it is necessary for ZirMed <br /> personnel to travel to Customer's location for implementation,training, or general customer support, Customer <br /> agrees to reimburse ZirMed's reasonable travel and living expenses,to be defined as any expense required in <br /> the act of getting to and from ZirMed to the Customer including lodging and meal costs while at the Customer. <br /> 5. Confidential and Proprietary Information. All proprietary information disclosed by either Party to the other in <br /> connection with this negotiating and entering into this Agreement shall be deemed confidential by both Parties <br /> and protected from disclosure to others using reasonable security measures. Customer acknowledges and <br /> agrees that the Services disclosed or otherwise made available by ZirMed under this Agreement are proprietary <br /> and/or confidential to ZirMed and owned exclusively by ZirMed, and that such information shall not be disclosed <br /> by Customer or used for any purpose not expressly permitted herein,except as required by law or with the prior <br /> written consent of ZirMed. Such information includes, but is not limited to, user documentation provided to <br /> Customer hereunder,the terms and conditions of this Agreement and the pricing for Services. Services or <br /> information provided pursuant to this Agreement may not be copied, reproduced, modified, reverse engineered, <br /> translated, decompiled, disassembled,emulated,sublicensed, rented, leased,conveyed, assigned or used in <br /> any way other than as specifically authorized in this Agreement except to the extent and for the express <br /> purposes authorized by applicable law notwithstanding this limitation. Proprietary information shall not include <br /> information that(a)was known to either party prior to the disclosure by the other; (b)is or becomes generally <br /> available to the public other than by breach of this Agreement; (c)otherwise becomes lawfully available on a <br /> non-confidential basis from a third party who is not under an obligation of confidence to either party; or(d)is <br /> independently developed by a party.Additionally, ZirMed's name, trademarks, trade names and logos are <br /> proprietary to ZirMed and may not be used without ZirMed's prior written consent. Unauthorized transmission or <br /> release of such information may cause material adverse consequences to ZirMed. Therefore, Customer and <br /> ZirMed, respectively, agree to immediately remedy any breach of this Section and waive any legal defenses the <br /> violator may have to immediate equitable actions required to restrict any unauthorized release. The offending <br /> party will pay all reasonable costs/penalties associated with said unauthorized release of confidential information. <br /> In the event Customer is served with a public records request pursuant to Chapter 132 of the North Carolina <br /> General Statutes for certain information or records and ZirMed claims such information or records are proprietary <br /> ZirMed shall be responsible for all costs, including and not limited to litigation costs and attorneys'fees, <br /> associated with withholding such information and/or records. In the event Customer is served with such a <br /> request Customer shall notify ZirMed within a reasonable time. <br /> 6. HIPAA. Customer and ZirMed shall enter into the business associate agreement attached to this Agreement. <br /> Customer acknowledges that the intrinsic value of ZirMed's Services is dependent upon the use of de-identified <br /> data from its numerous sources, and accordingly, Customer authorizes ZirMed to use de-identified data <br /> regarding Customer or Customers'clients derived from the use of Services under this Agreement,for <br /> consideration or otherwise. <br /> The information contained in this document is intended for the recipient and is considered confidential information. III RIVED <br /> 6 <br />