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DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E
<br /> give prompt written notice of such Claim to the other party MODIFIED,BUT ONLY TO THE EXTENT SO AS TO
<br /> (the"Indemnifying Party"),accompanied by copies of any MAKE THE LIMITATION PERMITTED TO THE
<br /> written documentation regarding the Claim received by the FULLEST EXTENT POSSIBLE UNDER SUCH LAW.
<br /> Indemnified Party. The Indemnifying Party shall THE PARTIES AGREE THAT THE LIMITATIONS SET
<br /> compromise or defend,at its own expense and with its own FORTH HEREIN ARE AGREED ALLOCATIONS OF
<br /> counsel,any such Claim. The Indemnified Party will have RISK CONSTITUTING IN PART THE
<br /> the right,at its option,to participate in the settlement or CONSIDERATION FOR ESO'S SOFTWARE AND
<br /> defense of any such Claim,with its own counsel and at its SERVICES TO CUSTOMER,AND SUCH
<br /> own expense;provided,however,that the Indemnifying LIMITATIONS WILL APPLY NOTWITHSTANDING
<br /> Party will have the right to control such settlement or THE FAILURE OF THE ESSENTIAL PURPOSES OF
<br /> defense. The Indemnifying Party will not enter into any ANY LIMITED REMEDY AND EVEN IF A PARTY
<br /> settlement that imposes any liability or obligation on the HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
<br /> Indemnified Party without the Indemnified Party's prior LIABILITIES.
<br /> written consent. The parties will cooperate in any such
<br /> settlement or defense and give each other full access to all 12.5. THIS SECTION 12 SHALL SURVIVE EXPIRATION OR
<br /> relevant information,at the Indemnifying Party's expense. TERMINATION OF THE AGREEMENT.
<br /> 12. LIMITATION OF LIABILITY 13. CUSTOMER DATA&PRIVACY
<br /> 12.1. LIMITATION OF DAMAGES.TO THE EXTENT 13.1. Ownership of Data&Reports.As between ESO and
<br /> ALLOWED BY APPLICABLE LAW,UNDER NO Customer,all Customer Data shall be owned by Customer.
<br /> CIRCUMSTANCES SHALL ESO OR CUSTOMER BE Without limiting the foregoing,ESO will own all right,title
<br /> LIABLE FOR ANY CONSEQUENTIAL,INDIRECT, and interest in all Intellectual Property in any aggregated
<br /> SPECIAL,PUNITIVE OR INCIDENTAL DAMAGES, and de-identified reports,summaries,compilations,analysis
<br /> INCLUDING CLAIMS FOR DAMAGES FOR LOST or other information made available through ESO's
<br /> PROFITS,GOODWILL,USE OF MONEY, Reporting Services.If subscribed to by Customer,ESO
<br /> INTERRUPTED OR IMPAIRED USE OF THE grants to Customer a limited,non-exclusive license to use
<br /> SOFTWARE,AVAILABILITY OF DATA,STOPPAGE its Reporting Services for Customer's internal purposes
<br /> OF WORK OR IMPAIRMENT OF OTHER ASSETS. only during the Term of this Agreement.ESO will make
<br /> available data,in a reasonable format,for Customer's
<br /> 12.2. LIMITATION OF LIABILITY.WITH THE backup and research capability. Except for those
<br /> EXCEPTION OF SECTION 12.3(EXCEPTIONS TO THE reasonably required by the Customer's ordinary course of
<br /> LIMITATION OF LIABILITY)AND TO THE EXTENT business(for instance,Customer's billing company to the
<br /> ALLOWED BY APPLICABLE LAW,ESO'S MAXIMUM extent required to perform billing services for Customer),
<br /> AGGREGATE LIABILITY FOR ALL CLAIMS OF no other third party shall rely on ESO's Reporting Services
<br /> LIABILITY ARISING OUT OF OR IN CONNECTION or the contents thereof.ESO disclaims all liability for any
<br /> WITH THIS AGREEMENT,SHALL NOT EXCEED THE damages related thereto.Customer acknowledges and
<br /> FEES PAID BY CUSTOMER OR ON BEHALF OF agrees that any such license expires upon the expiration or
<br /> CUSTOMER IN THE CASE OF A THIRD-PARTY termination of the applicable Software Schedule granting a
<br /> PAYER UNDER THE APPLICABLE SOFTWARE license to ESO's Reporting Services.
<br /> SCHEDULE OR SOW GIVING RISE TO THE CLAIM
<br /> WITHIN THE PRECEDING 12-MONTH PERIOD. 13.2. Use of Customer Data.Unless it receives Customer's prior
<br /> written consent,ESO:(a)shall not access,process,or
<br /> 12.3. EXCEPTIONS TO LIMITATION OF LIABILITY.TO otherwise use Customer Data;and(b)shall not intentionally
<br /> THE EXTENT ALLOWED BY LAW AND grant any third-party access to Customer Data,including
<br /> NOTWITHSTANDING SECTION 12.2,A PARTY'S without limitation ESO's other customers,except
<br /> LIABILITY FOR CLAIMS INVOLVING A PARTY'S subcontractors that are subject to a reasonable nondisclosure
<br /> INDEMNIFICATION OBLIGATIONS UNDER SECTION agreement or authorized participants in the case of
<br /> 11,SHALL BE LIMITED TO$250,000.IN ADDITION, Intcroperability Software.Notwithstanding the foregoing,
<br /> AND NOTWITHSTANDING SECTION 12.2,A ESO may use and disclose Customer Data to fulfill its
<br /> PARTY'S LIABILITY SHALL BE LIMITED TO THE obligations under this Agreement or as required by
<br /> AMOUNT OF INSURANCE COVERAGE REQUIRED applicable law or by proper legal or governmental authority.
<br /> BY SECTION 10 FOR THE FOLLOWING TYPES OF ESO shall give Customer prompt notice of any such legal or
<br /> CLAIMS:(I)CLAIMS ARISING FROM A PARTY'S governmental demand and reasonably cooperate with
<br /> GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; Customer in any effort to seek a protective order or
<br /> AND (II)CLAIMS ARISING FROM A BREACH OF otherwise to contest such required disclosure,at Customer's
<br /> CONFIDENTIAL INFORMATION,INCLUDING A expense.
<br /> BREACH OF PROTECTED HEALTH INFORMATION.
<br /> 13.3. Anonymized Data.Notwithstanding any provision herein,
<br /> 12.4. TO THE EXTENT ALLOWED BY APPLICABLE LAW, ESO may use,reproduce,license,or otherwise exploit
<br /> THE FOREGOING LIMITATIONS,EXCLUSIONS, Anonymized Data;provided that Anonymized Data does
<br /> DISCLAIMERS SHALL APPLY REGARDLESS OF not contain and is not PHI.("Anonymized Data"refers to
<br /> WHETHER THE CLAIM FOR SUCH DAMAGES IS Customer Data with the following removed:personally
<br /> BASED IN CONTRACT,WARRANTY,STRICT identifiable information and the names and addresses of
<br /> LIABILITY,NEGLIGENCE,TORT OR OTHERWISE. Customer and any of its Users and/or Customer's clients.)
<br /> INSOFAR AS APPLICABLE LAW PROHIBITS ANY
<br /> LIMITATION HEREIN,THE PARTIES AGREE THAT 13.4. Risk of Exposure.Customer recognizes and agrees that
<br /> SUCH LIMITATION SHALL BE AUTOMATICALLY hosting data online involves risks of unauthorized
<br />
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