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4 <br />by UNCHCS will be considered part of the EMR System, under and <br />subject to the license and other provisions of this Agreement, together <br />with any additional license terms and restrictions that may be imposed by <br />Epic for such System Updates. Client acknowledges and agrees that <br />certain System Updates will require additional training at UNCHCS's <br />facilities for Authorized Users regarding the use of the EMR System, such <br />training to be provided in accordance with UNCHCS’s written training <br />plan. <br />3.5 Changes to EMR System. UNCHCS may, from time to time, change, update and/or <br />enhance the components and functionality of the EMR System. UNCHCS shall, in <br />accordance with its existing policy, timelines and methods for notifying internal <br />users, notify CLIENT of such changes if such changes will materially impact <br />CLIENT 's use of the EMR System. In the event that any such changes materially <br />and adversely impact CLIENT's use of the EMR System, and if UNCHCS cannot <br />reasonably mitigate the impact, then CLIENT may terminate this Agreement upon <br />written notice given within ninety (90) days following implementation of the <br />change and UNCHCS shall refund to CLIENT any prepaid fees attributable to the <br />terminated portion of the Service Period in which such termination occurs. <br />3.6 Technology Refresh. CLIENT acknowledges that effective use of the EMR System <br />will require keeping pace with Client Equipment technology changes. From time to <br />time during the term of the Agreement, Epic and/or UNCHCS may announce <br />modified and/or additional technology infrastructure requirements arising out of, <br />among other factors, System Updates to the EMR System, necessary or desirable <br />standardization of technology across the EMR System user base, or the replacement <br />of outdated, under-performing or unsupported hardware, software or other <br />equipment. UNCHCS shall use commercially reasonable efforts to keep CLIENT <br />abreast of such changes. CLIENT acknowledges that UNCHCS does not have any <br />control over the timing or scope of any Client Equipment changes that may be <br />dictated by Epic or any other third party supplier. In the event a Client Equipment <br />change is required, UNCHCS agrees to provide CLIENT with six (6) months notice <br />prior to the effective date of such change. Upon receipt of such notice, CLIENT <br />may terminate this Agreement by providing UNCHCS with written notice no later <br />than ninety (90) days from the date CLIENT received notice of the Client <br />Equipment change. If CLIENT does not exercise its right to terminate the <br />Agreement, CLIENT shall be responsible for promptly procuring and installing (or <br />arranging for UNCHCS to install on its behalf) all Client Equipment (including <br />procuring maintenance and support plans, where applicable) required to meet such <br />announced requirements, at CLIENT’s sole expense. In the event UNCHCS <br />purchases any Client Equipment on CLIENT’s behalf, CLIENT shall promptly <br />reimburse UNCHCS for such costs. <br />3.7 License Restrictions. CLIENT shall not, nor shall it authorize or enable any other <br />person or entity to: (a) reproduce, distribute, publicly display, sublicense, lease, <br />rent, loan, transfer, or otherwise make available the EMR System to any third party; <br />(b) modify, adapt, alter, translate, or create derivative works of the EMR System; <br />6