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EC88:46609:38165:1:FRANKFORT <br /> <br /> <br /> Page 3 of 12 <br />Health Information (PHI), and any claims that may result from such unauthorized release <br />or disclosure. <br /> <br />Access To Files <br />Lessor agrees that Lessee shall, at all times, either before, during or after the term of <br />this Agreement, have access to the files of Lessee while said files are in the custody of <br />Lessor. This right shall be deemed to survive the term of this Agreement. Lessor's <br />obligation to retain said files shall be limited to a term of six (6) months following <br />termination of this Agreement. <br /> <br />Escrow <br />Lessor will place the Software product(s) being utilized by the Lessee with an established <br />escrow agent. The Lessee shall be the beneficiary of the Software product(s) being held <br />in escrow when and, if Lessor (or its successor) discontinues providing on-going service <br />to the Lessee as a result of no longer offering such service(s) or insolvency and <br />discontinuance of its operation. The Lessee agrees to provide Lessor specific direction <br />as to who at the Lessee’s site shall be the person to whom the Software shall be <br />delivered to and Lessor will advise the escrow agent accordingly. Under no <br />circumstances shall the Lessee make the Software available to any other entity or <br />attempt to compete with Lessor through offering similar service(s). <br /> <br /> <br />K. Maintenance and support <br />Support is provided with any Software subscription. Support includes support for usage <br />of standard functions and any bugs that may be encountered. Bugs should be submitted <br />via customersupport@cdpehs.com with the exact error message and the steps that lead <br />up to the identification of or cause of the error/action resulting in the Bug. Any Updates <br />or Upgrades Lessor may provide the Lessee will be covered by and be subject to the <br />terms of this Agreement. Lessor reserves the right to provide Lessee with updates or <br />supplements to the Software when Lessor considers it necessary to do so to ensure that <br />the Software functions properly and/or meets state or federal certification <br />requirements. Any technical information Lessee provides Lessor in connection with <br />support services it provides may be used by Lessor for its business purposes, including <br />product and service development, subject to the terms of this Agreement. (See <br />paragraph C.) <br /> <br />L. Limited warrantees and warranty disclaimer <br />Lessor warrants that the Software will function substantially in accordance with its <br />Documentation. As Lessee’s sole exclusive remedy for breach of this warranty, Lessor <br />will, at its option, fix the defective Software. Lessor will not be responsible for any <br />breach of warranty under conditions of modification by Lessee, End User or a third <br />party, or if the Software has been misused, or damaged; or any malfunctioning of the <br />Software caused by hardware or network configuration or malfunctioning or by third <br />party Software or services. <br /> <br />M. Terms and Termination <br />The term of this Agreement shall be for one year beginning on August 1, 2022 and <br />ending on July 31, 2027. The provisions of Paragraph 10 of the of the Services <br />DocuSign Envelope ID: B7DDEBDE-549C-4BF7-937F-84342DB0B5DB