ESO Solutions, Inc. 12/8/2016 - Laserfiche WebLink

a. Vendor or Covered Entity fails to observe or perform any material covenant or obligation contained in this Agreement for ten(10)business days after written notice of such failure has been given;or b. Vendor or Covered Entity violates any provision of the Confidentiality Requirement or applicable federal or state privacy law relating to its obligations under this Agreement. 11.3 May Terminate Business Arrangements in Event of for Cause Termination. Termination of this Agreement for either of the two reasons set forth in Section 11.2 above shall be cause for immediate termination of any Business Arrangement pursuant to which Vendor uses,discloses,accesses,receives,creates,or transmits PHI for or on behalf of Covered Entity. • 11.4 Termination Upon Conclusion of Business Arrangements. Upon the expiration or termination of all Business Arrangements,either Covered Entity or Vendor may terminate this Agreement by providing written notice to the other Party. • 11.5 Return of PHI Upon Termination. Upon termination of this Agreement for any reason, Vendor agrees either to return all PHI or to destroy all PHI received from Covered Entity that is in the possession or control of Vendor or its Subcontractors. In the case of PHI for which it is not feasible to return or destroy, Vendor shall extend the protection of this Agreement to such PHI and limit further uses and disclosure of such PHI. Vendor shall comply with other applicable state or federal law,which may require a specific period of retention, redaction,or other treatment of such PHI. This Section 11.5 shall survive the expiration or termination of this Agreement and shall remain in effect for so long as Vendor maintains PHI. 12. No Warranty. PHI IS PROVIDED SOLELY ON AN "AS IS" BASIS. THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 13. Ineligible Persons. Vendor represents and warrants to Covered Entity that its directors, officers, and key employees: (i) are not currently excluded, debarred, or otherwise ineligible to participate in the federal health care programs as defined in 42 U.S.C. ?t 1320a-7b(f) of any state healthcare program(collectively,the"Healthcare Programs");(ii)have not been convicted of a criminal offense related to the provision of healthcare items or services but have not yet been excluded, debarred, or otherwise declared ineligible to participate in the Healthcare Programs; and (iii)are not under investigation or otherwise aware of any circumstances which may result in Vendor being excluded from participation in the Healthcare Programs(collectively,the"Warranty of Non-exclusion"). Vendor representations and warranties underlying the Warranty of Non-exclusion shall be ongoing during the term, and Vendor shall immediately notify Covered Entity of any change in the status of the representations and warranties set forth in this Section 13. Any breach of this Section 13 shall give Covered Entity the right to terminate This Agreement immediately. 14. Equitable Relief. The Parties understand and acknowledge that any disclosure or misappropriation of any PHI in violation of this Agreement will cause irreparable harm,the amount of which may be difficult to ascertain,and therefore agree that either Party shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining any such further disclosure or breach and for such other relief deemed appropriate. Such right shall be in addition to the remedies otherwise available at law or in equity. 15. Entire Agreement. This Agreement constitutes the complete agreement between Vendor and Covered Entity relating to the matters specified in this Agreement and supersedes all prior representations or agreements, whether oral or written with respect to such matters. In the event of any conflict between the terms of this Agreement and the terms of the Business Arrangements or any such later agreement(s), the terms of this Agreement shall control unless the terms of such Business Arrangements are more strict with respect to PHI and comply with the Confidentiality Requirements,or the Parties specifically otherwise agree in writing. No oral modification or waiver of any of the provisions of this Agreement shall be binding on either Party to this Agreement;provided, however that upon the enactment of any law,regulation,court decision or relevant government publication and/or interpretive guidance or policy that a Party believes in good faith will adversely impact the use or disclosure of PHI under this Agreement,that Party may amend the Agreement to comply with such law,regulation,court decision or government publication, guidance or policy by delivering a written amendment to the other Party which shall be effective thirty (30) calendar days after receipt. No obligation on either Party to enter into any transaction is to be implied from the execution or delivery of this Agreement. This Agreement is for the benefit of,and shall be binding upon the Parties,their affiliates and respective successors and assigns. ESO Solutions,Inc. Subscription Agreement 092214 Page 12of13