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13 <br />11.2 Proprietary Financial Data. Without CLIENT's express consent, UNCHCS shall not <br />access any of CLIENT's proprietary financial information that may be present <br />within the EMR System database by virtue of CLIENT's implementation of the <br />EMR System. UNCHCS shall implement reasonable protections within the EMR <br />System to prevent such access. Nothing herein shall restrict UNCHCS from <br />accessing patient health information that will be available to users of the EMR <br />System. <br />12. Promotion. <br />12.1 Product Reference. CLIENT agrees to act in the capacity of a reference to discuss <br />the EMR System with potential UNCHCS clients and business partners. <br />12.2 Press Release. CLIENT agrees to allow the use of its name and a description of its <br />use of the EMR System to be used in UNCHCS press releases, including one (l) <br />press release within thirty (30) days following the Effective Date. CLIENT will <br />have the right to review and approve any press release before publication, and such <br />approval will not be unreasonably withheld or delayed. <br />12.3 Client Lists. CLIENT agrees to allow the use of its name in a list of clients on the <br />UNCHCS Web site and in other UNCHCS marketing materials. <br />12.4 If this Agreement is terminated by CLIENT, UNCHCS releases CLIENT from its <br />obligation to act in the capacity as a reference, and shall remove CLIENT’s name <br />from any then-current client lists or webpages identifying its clients, and shall not <br />use CLIENT’s name and description of its use of the EMR System in any press <br />release following notice of the termination. <br />13. General. <br />13.1 Independent Contractors. The relationship between the parties shall be that of <br />independent contractors. Nothing m this Agreement shall create, or be deemed to <br />imply the creation of, any partnership, joint venture or other relationship. Neither <br />party shall have the authority to incur any obligation, contractual or otherwise, in <br />the name or on behalf of the other party. <br />13.2 Entire Agreement; Conflicting Terms; Amendment. This Agreement, including any <br />exhibits or appendices hereto, constitutes the entire agreement between the parties <br />with respect to the subject matter hereof and supersedes all prior and <br />contemporaneous communications. This agreement covers all of the electronic <br />health records items and services to by furnished by UNCHCS to CLIENT. In the <br />event of a conflict between the terms contained in the body of this Agreement and <br />the terms contained in any exhibit or appendices hereto, the terms contained in the <br />body of this Agreement shall control, except that with respect to any conflict <br />between the terms of this Agreement and the Business Associate Agreement, the <br />terms of the Business Associate Agreement shall control. This Agreement may be <br />modified only by a written agreement dated subsequent to the Effective Date and <br />signed on behalf of the parties by their respective duly authorized representatives. <br />15