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CONFIDENTIAL ESO ESA v093025 |
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<br />the reliability, performance or security of any network or service provider not provided
<br />or managed by ESO.
<br />13.5 Work Product Ownership. Unless specifically provided in the applicable Statement of
<br />Work, in the event Customer hires ESO to perform Professional Services, ESO alone shall
<br />hold all right, title, and interest to all proprietary and intellectual property rights
<br />of the Deliverables (including, without limitation, patents, trade secrets, copyrights,
<br />and trademarks), as well as title to any copy of software made by or for Customer (if
<br />applicable). Customer hereby explicitly acknowledges and agrees that nothing in this
<br />Agreement or a separate Order gives the Customer any right, title, or interest to the
<br />intellectual property or proprietary know-how of the Deliverables.
<br />14 GOVERNMENT PROVISIONS
<br />14.1 Compliance with Laws. Both parties shall comply with and give all notices required by
<br />all applicable federal, state and local laws, ordinances, rules, regulations and
<br />lawful orders of any public authority bearing on use of the Software and the
<br />performance of this Agreement (provided that Customer shall be solely responsible for
<br />any such notice required to be given to its employees, agents or patients). Customer
<br />acknowledges and agrees that it must fully and accurately report discounts or other
<br />incentives under this Agreement on any cost reports or other applicable claims for
<br />payment submitted under any federal health care program, including but not limited to
<br />Medicare and Medicaid, as required by federal law.
<br />14.2 Business Associate Agreement. The parties agree to the terms of the Business
<br />Associate Agreement attached as Exhibit C and incorporated herein by reference.
<br />14.3 Equal Opportunity. The parties shall abide by the requirements of 41 CFR 60-1.4(a), 60-
<br />300.5(a) and 60-741.5(a), and the posting requirements of 29 CFR Part 471, appendix A
<br />to subpart A, if applicable (prohibiting discrimination on the basis of protected
<br />veteran status, disability, race, color, religion, sex, sexual orientation, gender
<br />identity or national origin).
<br />14.4 Excluded Parties List. ESO agrees to report to Customer if an employee or contractor
<br />is listed by a federal agency as debarred, excluded or otherwise ineligible for
<br />participation in federally funded health care programs.
<br />15 MISCELLANEOUS
<br />15.1 Independent Contractors. The parties are independent contractors. Neither party is the
<br />agent of the other, and neither may make commitments on the other’s behalf. The
<br />parties agree that no ESO employee or contractor is or will be considered an employee
<br />of Customer.
<br />15.2 Notices. Notices provided under this Agreement must be in writing and delivered by (a)
<br />certified mail, return receipt requested to a party’s principal place of business as
<br />forth in the recitals on page 1 of this Agreement, (b) hand delivered, (c) facsimile
<br />with receipt of a "Transmission Confirmed" acknowledgment, (d) e-mail to a person
<br />designated in writing by the receiving party, or (e) delivery by a reputable overnight
<br />carrier service. In the case of delivery by facsimile or e-mail, the notice must be
<br />followed by a copy of the notice being delivered by a means provided in (a), (b) or
<br />(e). The notice will be deemed given on the day the notice is received.
<br />15.3 Merger Clause. In entering into this Agreement, neither party is relying upon any
<br />representations or statements of the other that are not fully expressed in this
<br />Agreement; rather, each party is relying on its own judgment and due diligence and
<br />expressly disclaims reliance upon any representations or statement not expressly set
<br />forth in this Agreement. In the event the Customer issues a purchase order, letter or
<br />any other document addressing the Software or Services to be provided and performed
<br />pursuant to this Agreement, it is hereby specifically agreed and understood that any
<br />such writing is for the Customer’s internal purposes only, and that any terms,
<br />provisions, and conditions contained therein shall in no way modify this Agreement.
<br />Docusign Envelope ID: 2EFF50EF-3BF5-8C99-8339-765A7C3D837E
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