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rightway
<br />2.4. Authorizations. Subject to and conditioned on
<br />Customer's payment of the Fees and compliance with
<br />the terms hereof, Vendor hereby authorizes Customer
<br />to access and use, during the Term, the Services and
<br />such Vendor Materials as Vendor may supply or make
<br />available to Customer solely for the Permitted Use by
<br />and through Authorized Users. Subject to and
<br />conditioned upon Vendor's compliance with the terms
<br />hereof, Customer hereby grants, during the term of
<br />this Agreement, the right to Vendor, its Subcontractors
<br />and the Vendor Personnel, as applicable, to access,
<br />use, copy, modify, publish, and display Customer Data
<br />solely as necessary to perform the Services and
<br />perform Vendor's obligations hereunder.
<br />2.5. Vendor and Customer Materials. As between the
<br />parties, Customer is and will remain the sole and
<br />exclusive owner of all right, title and interest in and
<br />to all Customer Data, including all Intellectual
<br />Property Rights relating thereto. All right, title and
<br />interest in and to the Services, the Vendor Materials
<br />and the Third -Party Materials are and will remain with
<br />Vendor and the respective rights holders in the Third -
<br />Party Materials. Customer shall ensure that neither it
<br />nor its Authorized Users access or use the Services or
<br />Vendor Materials except as expressly permitted by this
<br />Agreement. "Intellectual Property Rights" herein
<br />means any and all registered and unregistered rights
<br />granted, applied for or otherwise now or hereafter in
<br />existence under or related to any patent, copyright,
<br />trademark, trade secret, database protection or other
<br />intellectual property rights laws, and all similar or
<br />equivalent rights or forms of protection, in any part of
<br />the world.
<br />3. TERM AND TERMINATION
<br />3.1. Term. The agreement is effective as of the Effective
<br />Date and, unless terminated earlier pursuant to any of
<br />this Agreement's express provisions, will continue in
<br />effect for the period set forth in the Ordering
<br />Document. Except as otherwise agreed in writing by
<br />the parties, the "Term" for purposes of determining
<br />the initial service period and any renewal periods
<br />hereunder shall begin on the Effective Date or, if later,
<br />the applicable Service Start Date.
<br />3.2. Termination. In addition to any other express
<br />termination right set forth elsewhere in this
<br />Agreement: either Party may terminate this
<br />Agreement, effective immediately upon written notice
<br />to the other Party, (i) if the other Party (A) materially
<br />breaches this Agreement, and such breach (1) is
<br />incapable of cure or (2) is capable of cure but remains
<br />uncured thirty (30) days after the non -breaching Party
<br />provides the breaching Party with written notice of
<br />such breach; (B) becomes insolvent or is generally
<br />unable to pay, or fails to pay, its debts as they become
<br />due, (C) files or has filed against it, a petition for
<br />voluntary or involuntary bankruptcy or otherwise
<br />becomes subject, voluntarily or involuntarily, to any
<br />proceeding under any domestic or foreign bankruptcy
<br />or insolvency Law, (D) makes or seeks to make a
<br />general assignment for the benefit of its creditors or
<br />(E) applies for or has appointed a receiver, trustee,
<br />custodian or similar agent appointed by order of any
<br />55 Hudson Yards, Floor 29
<br />New York, NY 10001
<br />rightwayhealthcare.com
<br />court of competent jurisdiction to take charge of or
<br />sell any material portion of its business.
<br />3.3. Effect of Termination. Upon any expiration or
<br />termination of this Agreement, except as expressly
<br />otherwise provided in this Agreement: a) all rights,
<br />licenses, consents and authorizations granted by
<br />either Party to the other hereunder will immediately
<br />terminate and Services shall cease; b) Vendor shall (i)
<br />immediately cease all use of any Customer Data or
<br />Customer's Confidential Information, (ii) promptly
<br />return to Customer or destroy (in Vendor's sole
<br />discretion), all documents and tangible materials
<br />containing, reflecting, incorporating or based on
<br />Customer Data or Customer's Confidential
<br />Information, and (iii) permanently erase all Customer
<br />Data and Customer's Confidential Information from all
<br />systems Vendor directly or indirectly controls;
<br />provided that, for clarity, Vendor's obligations under
<br />this section do not apply to any Resultant Data; c)
<br />Customer shall immediately cease all use of any
<br />Services or Vendor Materials and d) notwithstanding
<br />anything to the contrary in this Agreement, with
<br />respect to information and materials then in its
<br />possession or control (i) each party may retain the
<br />other party's Confidential Information, and Vendor
<br />may retain Customer Data, in each case in its then
<br />current state and solely to the extent required by
<br />applicable Law, (ii) Vendor may also retain Customer
<br />Data in its backups, archives and disaster recovery
<br />systems until such Customer Data is deleted in the
<br />ordinary course, and (iii) all information and materials
<br />described in this Section will remain subject to all
<br />confidentiality, security and other applicable
<br />requirements of this Agreement.
<br />4. WARRANTIES AND LIMITATION OF LIABILITY
<br />4.1. Representations. Each Party represents and warrants
<br />to the other that: a) this Agreement has been duly
<br />authorized, executed and delivered by it, and that it
<br />has the full power and authority and is free to enter
<br />into this Agreement and to perform its obligations
<br />hereunder and 2) it will perform its respective
<br />responsibilities under the Agreement in compliance
<br />with all applicable federal, state and local laws, rules,
<br />and regulations, including, without limitation, HIPAA
<br />and other applicable state or federal privacy and
<br />security regulations.
<br />4.2. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET
<br />FORTH HEREIN, ALL SERVICES AND VENDOR MATERIALS
<br />ARE PROVIDED "AS IS" AND VENDOR HEREBY DISCLAIMS
<br />ALL WARRANTIES, WHETHER EXPRESS, IMPLIED,
<br />STATUTORY OR OTHER, AND VENDOR SPECIFICALLY
<br />DISCLAIMS ALL IMPLIED WARRANTIES OF
<br />MERCHANTABILITY, FITNESS FOR A PARTICULAR
<br />PURPOSE, TITLE AND NON -INFRINGEMENT, AND ALL
<br />WARRANTIES ARISING FROM COURSE OF DEALING,
<br />USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE
<br />FOREGOING, VENDOR MAKES NO WARRANTY OF ANY
<br />KIND THAT THE SERVICES OR VENDOR MATERIALS, OR
<br />ANY PRODUCTS OR RESULTS OF THE USE THEREOF,
<br />WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S
<br />REQUIREMENTS, OPERATE WITHOUT INTERRUPTION,
<br />ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR
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