2026-246-E-Emergency Svc-ESO Solutions-Software Licensing and Support for ESO Patient Care Suite, Billing, and Health Data Exchange

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CONFIDENTIAL ESO ESA v093025 | any insurance written on a claims-made form) ESO shall maintain in effect the insurance coverage described below: 10.1 Commercial general liability insurance with a minimum of $1 million per occurrence and $1 million aggregate; 10.2 Commercial automobile liability insurance covering use of all non-owned and hired automobiles with a minimum limit of $1 million for bodily injury and property damage liability; 10.3 Worker’s compensation insurance and employer’s liability insurance or any alternative plan or coverage as permitted or required by applicable law, with a minimum employer’s liability limit of $1 million each accident or disease; and 10.4 Computer processor/computer professional liability insurance (a/k/a technology errors and omissions) covering the liability for financial loss due to error, omission or negligence of ESO, and privacy and network security insurance (“cyber coverage”) covering losses arising from a disclosure of confidential information (including PHI) with a combined aggregate amount of $1 million. 11 INDEMNIFICATION 11.1 IP Infringement. Subject to the limitations in Section 12, ESO shall defend and indemnify Customer from any damages, costs, liabilities, expenses (including reasonable attorney’s fees) (“Damages”) actually incurred or finally adjudicated as to any third-party claim or action alleging that the Software delivered pursuant to this Agreement infringe or misappropriate any third party’s patent, copyright, trade secret, or other intellectual property rights enforceable in the applicable jurisdiction (each, an “Indemnified Claim”). If Customer makes an Indemnified Claim under this Section or if ESO determines that an Indemnified Claim may occur, ESO may at its option: (a) obtain a right for Customer to continue using such Software; (b) modify such Software to make it a non-infringing equivalent or (c) replace such Software with a non- infringing equivalent. If (a), (b), or (c) above are not reasonably practicable, either party may, at its option, terminate the relevant Order, in which case ESO will refund any pre-paid Fees on a pro-rata basis for such Order. Notwithstanding the foregoing, ESO shall have no obligation hereunder for any claim resulting or arising from (x) Customer’s breach of this Agreement; (y) modifications made to the Software not performed or provided by or on behalf of ESO or (z) the combination, operation or use by Customer (and/or anyone acting on Customer’s behalf) of the Software in connection with any other product or service (the combination or joint use of which causes the alleged infringement). This Section 11 states ESO’s sole obligation and liability, and Customer’s sole remedy, for potential or actual intellectual property infringement by the Software. 11.2 Indemnification Procedures. Upon becoming aware of any matter which is subject to the provisions of Sections 11.1 (a "Claim"), Customer must give prompt written notice of such Claim to ESO, accompanied by copies of any written documentation regarding the Claim received by the Customer. ESO shall compromise or defend, at its own expense and with its own counsel, any such Claim. Customer will have the right, at its option, to participate in the settlement or defense of any such Claim, with its own counsel and at its own expense; provided, however, that ESO will have the right to control such settlement or defense. ESO will not enter into any settlement that imposes any liability or obligation on Customer without the Customer’s prior written consent. The parties will cooperate in any such settlement or defense and give each other full access to all relevant information, at ESO’s expense. 12 LIMITATION OF LIABILITY 12.1 LIMITATION OF DAMAGES. NEITHER ESO NOR CUSTOMER SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, INCLUDING CLAIMS FOR DAMAGES FOR LOST PROFITS, GOODWILL, USE OF MONEY, INTERRUPTED OR IMPAIRED USE OF THE SOFTWARE, AVAILABILITY OF DATA, STOPPAGE OF WORK OR IMPAIRMENT OF OTHER ASSETS Docusign Envelope ID: 2EFF50EF-3BF5-8C99-8339-765A7C3D837E