24-15 emsCharts Agreement.pdf

6.3 Acts Allowed by Licensee. Notwithstanding the above, in the exercise of the rights and license granted hereunder, Customer may print or download management reports, patient care reports, and forms from emsCharts, provided that Customer keeps intact all copyright and other proprietary notices. 6.4 Acknowledgement of Rights, Customer acknowledges that Vendor’s property rights in and to emsCharts, emsCharts Mobile, and emsCharts Modules are valuable and unique and that such property rights are protected. Customer also acknowledges that it will preserve and protect the confidentiality of these products. In protecting the confidentiality of the emsCharts System, customer shall, at a minimum, exercise the same degree of care and take the same actions that Customer exercises and takes with regard to the preservation and protection of its own confidential information and proprietary rights, but not less than a reasonable degree of care. 7. TERM AND TERMINATION 7.1 Term. This Agreement shall be considered effective as of the date first written above (the “Effective Date’) and shall continue in effect until terminated pursuant to the terms of this Agreement. 7.2 Termination Without Cause. At any time after the Effective Date, Customer shall have the right to terminate this Agreement for any reason or no reason upon thirty (30) days written notice to Vendor and Vendor shall have the right to terminate for any reason or no reason upon one hundred eighty (180) days written notice to Customer. 73° Termination For Cause. Either party may terminate this Agreement upon thirty (30) days written notice if the other party is in default of any material term of this Agreement. A party shall be in default of any material term if it has failed to comply with such term for at least thirty (30) days after receipt of a written description of the failure by the other party. 7.4 Termination of Product. At any time after the Effective Date, Vendor shall have the right to terminate its involvement with or discontinue marketing and/or maintaining the emsCharts System. Under such circumstances, Vendor will use its best efforts to give Customer not less than one hundred eighty (180) days prior written notice of termination of this Agreement and to either find alternate means of providing the same or similar services to Customer or to provide any source code necessary for Customer

days prior written notice of termination of this Agreement and to either find alternate means of providing the same or similar services to Customer or to provide any source code necessary for Customer to create software or transfer or download data to another software product that can produce similar functionality for Customer. The provisions of such source code for the limited purposes set forth in this paragraph shall not transfer to Customer any ownership interest in the source code and shall not affect Vendor’s ownership tights in the source code and the emsCharts System. 75 Termination of License. Upon termination of this Agreement for any reason, Customer’s license to access and use the emsCharts System and the right or authority of any other users designated or authorized by Customer to access and use emsCharts shall cease immediately. Thereafter, neither Customer nor any user designated or authorized by Customer emsCharts Service Agreement, v12.3 Page 5 of 19