24-15 emsCharts Agreement.pdf

representative), even if Vendor has been advised of, knew or should have known of the possibility thereof. 9.2 Limitation of Damages. Damages for non-performance are limited to the damages set forth in Attachment A. If for any reason it is determined that Vendor is liable to Customer for money damages, in no event shall the liability of Vendor (or any member, officer, employee, agent or other representative) in connection with any loss of data, service, product, act, inaction, duty, warranty, promise, obligation or representation, exceed the greater of (i) the actual amount paid by Customer to Vendor under this Agreement; or (ii) the amount of insurance proceeds payable to Customer under Vendor’s policies. 9.3 Applicable Law and Jurisdiction. Subject to the limitations of Section 9.4, the parties agree that any claim, action or dispute, whether at law or in equity, between them and arising out of this Agreement or the existence, use, condition, validity, function or operation of emsCharts, and emsCharts Mobile shall be governed by the laws of New Jersey and shall be brought only in the Superior Court of New Jersey, Essex County, or in the United States District Court for the District of New Jersey. By executing this Agreement, Customer, and Vendor submit themselves to the jurisdiction of the Superior Court of New Jersey, and/or the United States District Court for the District of New Jersey for all legal and equitable matters arising out of this Agreement and the existence, use, condition, validity, function or operation of emsCharts, and emsCharts Mobile. 9.4 Qptional Arbitration. In the event of a dispute arising in connection with this Agreement, including the breach thereof, if the parties agree in writing, the dispute may be resolved by binding arbitration according to the rules of the American Arbitration Association at an arbitration proceeding conducted in Pittsburgh, Pennsylvania. The award of the arbitrator(s) may thereafter be entered in any court having jurisdiction thercof. 10. ACCESS TO BOOKS AND RECORDS 10.1 Vendor Documents. Vendor agrees that it will retain and make available upon request of the Secretary of the Department of Health and Human Services, or the Comptroller General of the United States, or any of their authorized representatives, any agreements between health care providers and Vendor and all books, documents and records

uman Services, or the Comptroller General of the United States, or any of their authorized representatives, any agreements between health care providers and Vendor and all books, documents and records necessary to verify the nature and extent of the costs and the services provided under this Agreement. Vendor agrees to retain all such books, documents and records, and to hold them available for such inspection until the expiration of four years after the completion of this Agreement. Vendor agrees to promptly notify Customer of any request it receives for access to Vendor records and to furnish a copy of such request. The regulations require that access be given within twenty (20) days from the date of the request, unless written objection is made. If Customer deems such request to be inappropriate, then it may file an objection. Any proceeding regarding Customer objections will be pursued at Customer’s sole cost and expense, provided, however, that Vendor will provide reasonable cooperation with Customer. 10.2 Customer Documents. Customer agrees that it will retain and make available upon request of the Secretary of the Department of Health and Human Services, or the emsCharts Service Agreement, v12.3 Page 7 of 19