2022-098-E-Health-Patagonia-Pay for additional Patagonia licenses for pharmacy app

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DocuSign Envelope ID:OE76022E-EB24-4BC8-9CBE-2BA3FA1CCA27 PatagoniaHealthSales Agreement SUBSCRIBER SERVICES AGREEMENT Introduction: Vendor has developed a subscription service as described herein (the "Service") which provides services that enable medical professionals and their staffs to maintain their patient Electronic Medical Record / Practice Management Systems (the "Records") within the Vendor Electronic Medical Record / Practice Management System Software (the "Software") through Vendor's secure network (the "Network") using the Vendor database repository (the "Repository"). Subscriber is a Public Health Department which provides diagnostic and other medical services to patients. Subscriber and Vendor(the"Parties")desire for Vendor to provide Services to Subscriber under the terms set forth herein. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Service Provisions 1.1 Software. (a) Vendor grants to Client a non-exclusive,non-transferable license to use the Software,subject to the terms and conditions below. (b) In consideration of the payments made in accordance with this Agreement, Vendor grants to the Subscriber a non- exclusive, royalty-free, personal, non-transferable license during the term of this Agreement to allow its Users (as defined in Section 1.3(b))to use the Software only in connection with the Service. Subscriber shall ensure that its Users do not, copy, reverse engineer, decompile or disassemble the Software or use it for any purposes other than those expressly authorized herein. 1.2 Internet Connection. Subscriber shall have sole responsibility to contract for,install,and maintain during the term of this Agreement an Internet connection which will enable the Records updated by Subscriber of its patients to be transmitted via the Internet to the Vendor Network(as defined in Sec. 1.3(c, d). The internet connection shall be established by installation date and shall be comparable with that specified and updated from time to time by Vendor. Notification of updates to new internet connection specifications will be supplied to Subscriber by Vendor at least 3 months before the Subscriber is expected to make changes. 1.3 Service. During the term of this Agreement,in consideration of Subscriber's payment of the appropriate fees as set forth on the Order Form and Subscriber's compliance with the provisions herein,Vendor shall provide the Service as follows: (a) Vendor shall provide services as for Subscriber's personnel who are authorized by Subscriber in writing to Vendor ("Users")in the use of the Software as it relates to the Services as set forth in the Order Form. (b) Vendor shall provide initial training for Subscriber's personnel who are authorized by Subscriber in writing to Vendor ("Users") in the use of the Software as it relates to the Services as set forth in the Order Form. Additional training requested by Subscriber shall be at the then-current hourly rate charged by Vendor. Subscriber shall allow only Users who have received proper training to utilize the Software and Vendor Network, and shall allow access only through passwords which comply with password requirements provided by Vendor. Training on utilization of software and Vendor Network can be conducted by Subscriber's supervisors and super-users who have been properly trained by the Vendor. Subscriber shall protect,and ensure that its Users protect,the confidentiality of User passwords. (c) Users shall use the Software to transmit&update Records in the Vendor Repository via the internet connection through the Network. (d) Users shall use the Software to review Records in the Vendor Repository via the internet connection through the Network. 1.4 Support. Vendor agrees to provide support subject to Subscriber's payment of the applicable support fees as follows: Confidential Page 4