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<br />export laws and regulations; (ii) in violation of any applicable federal, state or local
<br />laws or regulations, including without limitation any laws governing access to the
<br />EMR System or governing CLIENT’s use of patient medical records and other
<br />information and materials uploaded to the EMR System by Authorized Users; or
<br />(iii) in ways that interfere with other users of the EMR System or other networks.
<br />4.5 Restrictions. CLIENT shall not, nor shall it authorize or enable any other person or
<br />entity to: (a) reproduce, distribute, publicly display, sublicense, lease, rent, loan,
<br />transfer, or otherwise make available the EMR System to any third party; (b)
<br />modify, adapt, alter, translate, or create derivative works of the EMR System; (c)
<br />merge the EMR System with any other software; (d) use the EMR System for the
<br />benefit of a third party, whether in or as part of a service bureau, timesharing or
<br />other capacity; (e) use the EMR System in violation of any import, export, re-export
<br />or other applicable laws or regulations; (f) attempt to deactivate, bypass, or
<br />otherwise circumvent the license keys, access controls, or other security measures
<br />for the EMR System; (g) attempt to gain unauthorized access to any data,
<br />functionality, or systems of UNCHCS or any other user of the EMR System; (h)
<br />attempt to use automated systems (such as test tools, screen capture technology,
<br />scripted browsers, or other programmatic methods) not approved by UNCHCS and
<br />Epic for use in conjunction with the EMR System; (i) remove or obscure any
<br />copyright or other proprietary rights, notices, trademarks, logos or trade
<br />designations for the EMR System, or on any user screens or documentation
<br />therefor; (j) disseminate viruses, Trojan horses, spyware, adware, or other malicious
<br />code through the EMR System; (k) disclose the results of any benchmarking or
<br />other performance testing of the EMR System, except as required to meet its
<br />obligations under this Agreement; or (l) reverse engineer, decompile, disassemble,
<br />or otherwise attempt to derive the source code for the EMR System.
<br />5. Ownership.
<br />5.1 EMR System. Except for the express rights granted to CLIENT under this
<br />Agreement, all right, title and interest to the EMR System, the software applications
<br />used to provide the EMR System, the documentation and any other information,
<br />software or materials provided to CLIENT by UNCHCS under this Agreement,
<br />including all intellectual property rights therein, shall at all times remain solely with
<br />UNCHCS and/or its licensors and vendors. CLIENT shall reproduce all copyright
<br />and trademark notices appearing on all copies of the documentation.
<br />5.2 Third-Party Software. If UNCHCS licenses any third-party software on CLIENT's
<br />behalf at CLIENT’s request, CLIENT shall execute any required third-party license
<br />agreements prior to delivery or installation of the third-party software. If UNCHCS
<br />installs third-party software at CLIENT's request and acceptance of license terms is
<br />affected electronically, CLIENT authorizes UNCHCS to accept the third-party
<br />license terms on CLIENT 's behalf.
<br />6. Payment, Pricing.
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