24-15 emsCharts Agreement.pdf

Comptroller General of the United States, or any of their authorized representatives, any agreements between health care providers and Customer, and all books, documents and records necessary to verify the nature and extent of the costs and the services provided under this Agreement. Customer agrees to retain 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. Customer agrees to promptly notify Vendor of any request it receives for access to Customer 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 Vendor deems such a request to be inappropriate, then it may file an objection. Any proceeding regarding Vendor objections will be pursued at Vendor’s sole cost and expense, provided, however, that Customer will provide reasonable cooperation with Vendor. 10.3. Subcontractors. Vendor and Customer agree that their subcontractors will similarly be required by them to retain and give access to similar books, documents and records. 10.4 Compliance with Requests. Compliance with any governmental request for information shall not provide a basis for a claim for any compensation under this Agreement. 11. MISCELLANEOUS 41.1 Assignment. The rights and obligations of either party under this Agreement shall not be assignable, whether by contract, merger, operation of law or otherwise, without the prior written consent of the other, Notwithstanding the foregoing, the rights and obligations of either party may be assigned to a successor corporation or entity of either party or a corporation or entity that purchases or obtains all or substantially all of the assets of cither party. Vendor may also assign its rights and obligations to a corporation or other entity wholly or partly owned by Vendor. 11.2 Force Majeure. If the performance of any party to this Agreement is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, hurricane, tornado, snow, tiot, war, conflict, fire, judicial or governmental action, labor disputes, interruption of telephone lines or electronic delivery systems, software or computer hardware defect or viruses (not caused by Vendor or someone under the control of Vendor), acts or

, labor disputes, interruption of telephone lines or electronic delivery systems, software or computer hardware defect or viruses (not caused by Vendor or someone under the control of Vendor), acts or omissions of third parties outside the control of Vendor (including but not limited to acts or omissions of any third party service provider or equipment vendor, messenger service or telephone carrier), acts of God, or any other causes or conditions reasonably beyond the control of either party, that party shall be excused from such performance to the extent and for the time period that such performance is prevented, hindered or delayed by such causes. 11.3. Entire Agreement. This Agreement constitutes the full understanding and entire agreement between the parties. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement shall be binding unless made in writing and signed by both parties. 11.4. Notices. All notices which either party may be required to give the other party shall be in writing and delivered personally, or sent registered or certified mail, postage prepaid, emsCharts Service Agreement, v12.3 Page 8 of 19