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DocuSign Envelope ID:OE76022E-EB24-4BC8-9CBE-2BA3FA1CCA27
<br /> PatagotdaHealthSales Agreement
<br /> agreement, and no other warranty, express or implied,including implied warranties of merchantability,title, and fitness for a
<br /> particular purpose,will apply.
<br /> 5. Intellectual Property. Subscriber acknowledges and agrees that, between the parties, Vendor exclusively owns all rights
<br /> to the Software, the Vendor Network, the Service, all materials, content and documentation provided by Vendor, and all
<br /> derivatives to and intellectual property rights in any of the foregoing, including without limitation, patents, trademarks,
<br /> copyrights, and trade secrets. Subscriber shall promptly advise Vendor of any possible infringement of which Subscriber
<br /> becomes aware concerning the foregoing. Vendor acknowledges and agrees that, between the parties, Subscriber owns all
<br /> data submitted by Subscriber or its personnel to Vendor or the Vendor Network.
<br /> 6. Confidentiality. Each Party agrees: (a)that it will not disclose to any third party or use any confidential or proprietary
<br /> information disclosed to it by the other Party(collectively, "Confidential Information") except as necessary for performance
<br /> or use of the Services or as expressly permitted in this Agreement; and (b) that it will take all reasonable measures to
<br /> maintain the confidentiality of all Confidential Information of the other Party in its possession or control, which will in no
<br /> event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.
<br /> "Confidential Information" shall include all non-public information of either Parry disclosed hereunder, including without
<br /> limitation, the Software, technical information, know-how, methodology, information relating to either Party's business,
<br /> including financial, promotional, sales, pricing, customer, supplier, personnel, and patient information. "Confidential
<br /> Information"will not include information that: (i)is in or enters the public domain without breach of this Agreement;(ii)the
<br /> receiving Party lawfully receives from a third parry without restriction on disclosure and without breach of a nondisclosure
<br /> obligation; (iii) the receiving Party knew prior to receiving such information from the disclosing Party; or (iv) develops
<br /> independently without use of or resort to the other Parry's Confidential Information. Subscriber consents in advance to the
<br /> use of Subscriber's name and logo as a customer reference in Vendor marketing materials and other promotional efforts in
<br /> connection with Service.
<br /> 7. Term and Termination. This Agreement shall be in effect for an initial three year term from service effective date. The
<br /> term of this agreement shall automatically renew for subsequent one-year periods unless either Party notifies the other in
<br /> writing at least three months prior to the end of the then-current term of its intent not to renew. Upon termination or
<br /> expiration of this Agreement, Subscriber's right to use the Service or access the Vendor Network shall cease and each Party
<br /> shall return to the other Party or destroy, with the consent of the disclosing Party, all Confidential Information of the
<br /> disclosing Party.Upon termination for any reason, Subscriber shall pay Vendor all amounts incurred for Services performed
<br /> prior to the effective date of termination and all amounts due for remaining term of the agreement. All payments made are
<br /> non-refundable.
<br /> 8. Non-Appropriation.Vendor acknowledges that Client is a governmental entity,and the validity of this Agreement is based
<br /> upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are
<br /> unavailable and not appropriated for the performance of Client's obligations under this Agreement,then this Agreement shall
<br /> automatically expire without penalty to Client immediately upon written notice to Vendor of the unavailability and non-
<br /> appropriation of public funds. It is expressly agreed that Client shall not activate this non-appropriation provision for its
<br /> convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a
<br /> substantial fiscal crisis. In the event of a change in the Client's statutory authority, mandate and/or mandated functions, by
<br /> state and/or federal legislative or regulatory action, which adversely affects Client's authority to continue its obligations
<br /> under this Agreement, then this Agreement shall automatically terminate without penalty to Client upon written notice to
<br /> Vendor of such limitation or change in Client's legal authority.
<br /> 9. Limitation of Liability. In no event will either parry be liable for any damages for loss of use,lost profits,business loss or
<br /> any incidental, special, or consequential damages whether or not such party has been advised of the possibility of such
<br /> damages. except for each party's indemnification obligations herein, each parties rights with regard to intellectual property,
<br /> confidentiality obligations pursuant to section 6, and excluding subscriber's payment obligations pursuant to this agreement,
<br /> in no event shall either parry's liability in connection with or arising out of this agreement or the services exceed the service
<br /> fees for three(3)month paid to Vendor by subscriber prior to the date the claim arose. Subscriber shall indemnify Vendor and
<br /> hold Vendor harmless against any and all claims, demands, actions, or causes of action arising from, related to, or alleging
<br /> negligence or other wrongful conduct in the diagnosis or treatment of any patient.
<br /> 10. General Provisions.
<br /> Confidential Page 6
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