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DocuSign Envelope ID:5217DEC1-2EF1-4A49-AD1 F-F6CBCC3F8A9E
<br /> disclosure and that,in accessing and using the SaaS, Data(including PHI)entered,uploaded or disclosed
<br /> Customer assumes such risks.Customer has sole through the Software.
<br /> responsibility for obtaining,maintaining,and securing its
<br /> connections to the Internet.ESO makes no representations 16.2. Customer is solely responsible for any decisions or actions
<br /> to Customer regarding the reliability,performance or taken involving patient care or patient care management,
<br /> security of any network or provider. whether those decisions or actions were made or taken
<br /> using information received through the Software.
<br /> 14. FEEDBACK RIGHTS&WORK PRODUCT
<br /> 17. MISCELLANEOUS
<br /> 14.1. Feedback Rights.ESO does not agree to treat as
<br /> confidential any Feedback that Customer provides to ESO. 17.1. Independent Contractors.The parties are independent
<br /> Nothing in this Agreement will restrict ESO's right to use, contractors.Neither party is the agent of the other,and
<br /> profit from,disclose,publish,keep secret,or otherwise neither may make commitments on the other's behalf.The
<br /> exploit Feedback,without compensation or crediting parties agree that no ESO employee or contractor is or will
<br /> Customer.Feedback will not constitute Confidential be considered an employee of Customer.
<br /> Information,even if it would otherwise qualify as such
<br /> pursuant to Section 9(Confidential Information).
<br /> 17.2. Notices.Notices provided under this Agreement must be in
<br /> writing and delivered by(a)certified mail,return receipt
<br /> 14.2. Work Product Ownership.To the extent allowed by law and requested to a party's principal place of business as forth in
<br /> in compliance with the North Carolina Public Records Law, the recitals on page 1 of this Agreement,(b)hand delivered,
<br /> in the event Customer hires ESO to perform Professional (c)facsimile with receipt of a"Transmission Confirmed"
<br /> Services,ESO alone shall hold all right,title,and interest to acknowledgment,(d)e-mail,or(e)delivery by a reputable
<br /> all proprietary and intellectual property rights of the overnight carrier service.In the case of delivery by
<br /> Deliverables(including,without limitation,patents,trade facsimile or e-mail,the notice must be followed by a copy
<br /> secrets,copyrights,and trademarks),as well as title to any of the notice being delivered by a means provided in(a),(b)
<br /> copy of software made by or for Customer(if applicable). or(e). The notice will be deemed given on the day the
<br /> Customer hereby explicitly acknowledges and agrees that notice is received.
<br /> nothing in this Agreement or a separate SOW gives the
<br /> Customer any right,title,or interest to the intellectual
<br /> property or proprietary know-how of the Deliverables. 17.3. Merger Clause. In entering into this Agreement,neither
<br /> Notwithstanding the foregoing,nothing in this Section 14.2 party is relying upon any representations or statements of
<br /> shall grant to ESO any ownership in any form of Customer the other that are not fully expressed in this Agreement
<br /> Data or reports generated from such Customer Data. rather each party is relying on its own judgment and due
<br /> diligence and expressly disclaims reliance upon any
<br /> representations or statement not expressly set forth in this
<br /> 15. GOVERNMENT PROVISIONS Agreement.In the event the Customer issues a purchase
<br /> order,letter or any other document addressing the Software
<br /> 15.1. Compliance with Laws. Both parties shall comply with and or Services to be provided and performed pursuant to this
<br /> give all notices required by all applicable federal,state and Agreement,it is hereby specifically agreed and understood
<br /> local laws,ordinances,rules,regulations and lawful orders that any such writing is for the Customer's internal
<br /> of any public authority bearing on the performance of this purposes only,and that any terms,provisions,and
<br /> Agreement. conditions contained therein shall in no way modify this
<br /> Agreement.
<br /> 15.2. Business Associate Addendum.The parties agree to the
<br /> terms of the Business Associate Addendum attached hereto 17.4. Severability.To the extent permitted by applicable law,the
<br /> as Exhibit C and incorporated herein by reference. parties hereby waive any provision of law that would render
<br /> any clause of this Agreement invalid or otherwise
<br /> 15.3. Equal Opportunity.The parties shall abide by the unenforceable in any respect.If a provision of this
<br /> requirements of 41 CFR 60-1.4(a),60-300.5(a)and 60- Agreement is held to be invalid or otherwise unenforceable,
<br /> 741.5(a),and the posting requirements of 29 CFR Part 471, such provision will be interpreted to fulfill its intended
<br /> appendix A to subpart A,if applicable.These regulations purpose to the maximum extent permitted by applicable
<br /> prohibit discrimination against qualified individuals based law,and the remaining provisions of this Agreement will
<br /> on their status as protected veterans or individuals with continue in full force and effect.
<br /> disabilities,and prohibit discrimination against all
<br /> individuals based on their race,color,religion,sex,sexual 17.5. Assignment&Successors.Neither party may assign,
<br /> orientation,gender identity or national origin. subcontract,delegate or otherwise transfer this Agreement
<br /> or any of its rights or obligations hereunder,nor may it
<br /> 15.4. Excluded Parties List.ESO agrees to immediately report to contract with third parties to perform any of its obligations
<br /> Customer if an employee or contractor is listed by a federal hereunder except as contemplated in this Agreement,
<br /> agency as debarred,excluded or otherwise ineligible for without the other party's prior written consent. Except that
<br /> participation in federally funded health care programs. either party may,without the prior consent of the other,
<br /> assign all its rights under this Agreement to(i)a purchaser
<br /> 16. PHI ACCURACY&COMPLETENESS of all or substantially all assets related to this Agreement,or
<br /> (ii)a third party participating in a merger,acquisition,sale
<br /> of assets or other corporate reorganization in which either
<br /> 16.1. ESO provides the Software to allow Customer(and its party is participating(collectively,a"Change in Control");
<br /> respective Users)to enter,document,and disclose Customer provided however,that the non-assigning party is given
<br /> Data,and as such,ESO gives no representations or notice of the Change in Control.
<br /> guarantees about the accuracy or completeness of Customer
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