24-15 emsCharts Agreement.pdf

by Customer, Vendor shall remove any and all Customer data from its servers unless such removal would violate a court order, law, regulation or other legal prohibition. 4.5 License to Data. Vendor will have a world-wide license to use Customer data entered into the emsCharts System on a royalty-free, perpetual use, and transferable license from Customer to Vendor. The transferability of the license’ will be limited to any parent or affiliated entity to Vendor that has common significant ownership. Significant for purposes of this section will be defined to be 50% plus one share ownership. 4.6 HIPAA Compliance. Vendor’s license to use data will be on a HIPAA de- identified basis as determined and regulations change time to time as to protected healthcare information and privacy. 5. FEES 5.1 Monthly Access Fees. Customer agrees to pay the fees set forth in the attached emsCharts Price Quote (herein referred to as Attachment C) which are indicated to be invoiced to Customer. Customer agrees to make full payment within 30 days of the date of invoice and pay reasonable interest on any balance not paid within 30 days, except when the balance is subject to reasonable challenge by Customer made in good faith. Customer will not be responsible for fees indicated on Attachment C which are billed to the Third Party. 5.2 Other Charges/Costs. Customer is responsible for and shall pay all Internet connectivity and service charges and all other costs associated with obtaining and maintaining the required hardware and software required to access the emsCharts System. In addition, Vendor may charge Customer on a monthly basis increased costs associated with HIPAA costs associated with regulatory compliance as to protected healthcare information and security that is otherwise excluded from fees or pricing of fees in Attachment C. These costs will be allocated and amortized over all Vendor charged ePCR charts completed for all its customers. 6. Vendor’s PROTECTED PROPERTY 6.1 No Transfer of Rights. All title and applicable common law and statutory rights in and to emsCharts, emsCharts Mobile, and emsCharts Modules including, but not limited to, rights in confidential and trade secret material, Screen Shots, Screen Layouts, business logic, source code, object code, user manuals, specifications, trademarks, service marks, logos, patents and copyrights, if any, and all

d trade secret material, Screen Shots, Screen Layouts, business logic, source code, object code, user manuals, specifications, trademarks, service marks, logos, patents and copyrights, if any, and all derivative works therein shall, as between Customer and Vendor, be and remain the property of Vendor, and Customer will have no right, title or interest in any such property (“Vendor’s Protected Property”). 6.2 Forbidden Acts. Customer agrees not to copy, distribute, sell, reproduce, alter, enhance, modify, and reverse engineer or use for any purpose other than the legitimate purposes authorized by this Agreement, any Vendor Protected Property. Customer also agrees not to develop comparable or competitive products. emsCharts Service Agreement, v12.3 Page 4 of 19