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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 (1 ) <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 /> 13 <br />