MASTER LICENSE AGREEMENT 

This Master License Agreement, together with all Order Forms (as defined below) and Statements of Work (as defined below), all Attachments and Exhibits to any of the foregoing, and any other documents expressly incorporated by reference into any of the foregoing, is the “Agreement”.  The Agreement governs all HL Software (as defined below), HL Content (as defined below) and Professional Services (as defined below) that are licensed or purchased by Customer (as defined below) from Health Language, Inc., a Delaware corporation having its principal place of business at 4600 S. Syracuse Street, Suite 1200, Denver, Colorado 80237 (“HL”).  

Acceptance of the terms and conditions of this Master License Agreement by Customer, by itself, does not create a legally binding agreement for the order of HL Content, HL Software or Professional Services, or any obligation on the part of HL with respect to any such HL products or services.  In order to create a binding order, Customer must (1) if a mechanism for acceptance is provided on the marketplace website through which Customer accessed this Master License Agreement, accept the terms and conditions of this Master License Agreement and (2) mutually-execute an Order Form and/or Statement of Work with HL.  

MASTER TERMS AND CONDITIONS

1.	DEFINITIONS:  For the purposes of this Agreement, the following terms shall have the meanings set forth below:
1.1	“Affiliate” means any other entity which, whether now or in the future, directly or indirectly, is controlled by a Party or is under common control with a Party, where control means the ability to direct the affairs of an entity through ownership of voting interest, contract rights or otherwise. 
1.2	“Customer” means the entity that executes an Order Form or Statement of Work with HL under this Agreement.
1.3	“Documentation” means the then-current documents setting forth the features and functionality of the HL Software and HL Content, namely, the User Manual. Sales and marketing materials are not Documentation. 
1.4	 “Effective Date” of this Agreement means the date on which the first Order Form or Statement of Work, as applicable, is signed by both parties.  
1.5	“HL Content” means healthcare terminology data that is distributed to Licensee by HL hereunder, which may include Third Party Content, all as set forth in an Order Form.  HL Content includes concepts, terms, hierarchies, properties, relationships, mappings, and metadata associated with individual terminological sources, as well as updates, revisions, corrections, and new releases thereto released during the applicable License Term.
1.6	“HL Software” means the machine-readable, compiled, object code form of HL’s proprietary software, including Third Party Embedded Software,  set forth in each Order Form.  HL Software shall include the object code form of any subsequent releases during the License Term of the HL Software set forth in the Order Form,  and any modifications (including bug fixes, error corrections, enhancements and updates) to which Licensee may be entitled pursuant to the Order Form.
1.7	“Integrated Licensee Application” means Licensee’s proprietary application(s) identified in an Order Form that are integrated with the HL Software and HL Content and redistributed to Licensee’s customers. 
1.8	“Interfaced Licensee Application” means Licensee’s proprietary application(s), which are used internally by Licensee only, and with which Licensee may be permitted to interface the HL Software and HL Content, subject to the terms of an Order Form.  

1.9	“Licensee” means for each Order Form and Statement of Work, the individual entity that is either Customer or an Affiliate of Customer and that enters into such Order Form and/or Statement of Work with HL under the terms of this Agreement for the license of HL Software and/or HL Content set forth in such Order Form or the purchase of Professional Services set forth in such Statement of Work.
1.10	 “Order Form” means an individual purchase document entered into between HL and Licensee and governed by this Master License Agreement that states the HL Software and/or HL Content licensed, the associated Fees, the License Term and other applicable terms, conditions and restrictions.  
1.11	“Prerequisite Software” means software necessary to the functionality of the operating system on which HL Software runs, which must be licensed independently by Licensee.
1.12	“Territory” means the geographical location within which the HL Software and HL Content licenses may be used, as set forth in an Order Form.
1.13	“Third Party Content” includes data that is provided by a party or parties other than Licensee or HL.
1.14	“Third Party Embedded Software” means software which is embedded in the HL Software, if any, which is provided by a party or parties external to HL, including open source software.

2.	GRANT OF RIGHTS
2.1	Internal Use License.  Subject to the provisions of this Agreement and third party content licensor restrictions, for those products identified on the Order Form as “Internal Use”, HL grants to the Licensee named on the Order Form a limited, nonexclusive, nontransferable, non-sublicensable license to use the HL Software and HL Content set forth in the Order Form for the sole purpose of internal use by Licensee in the Territory for the License Term and subject to any additional restrictions or limitations set forth herein or in the Order Form.  Licensee is permitted to interface the HL Software and HL Content with the Interfaced Licensee Application solely for and as part of Licensee’s internal use. 

2.2	Distribution License. Subject to the provisions of this Agreement and third party content licensor restrictions, for those products identified on the Order Form as “Distribution Rights”, during the License Term, HL grants to the Licensee named on the Order Form a limited, nonexclusive, nontransferable, license to: (i) use the HL Software and HL Content set forth in the Order Form for internal use by Licensee in the Territory, (ii) integrate the HL Software and HL Content with the Integrated Licensee Application, and (iii) distribute the Integrated Licensee Application to Licensee’s customers or end users for their internal use in the Territory.  All rights granted herein are subject to any additional restrictions or limitations set forth herein or in the Order Form. Licensee may not, under any circumstances, distribute or allow access to the HL Software or HL Content as a standalone product.  Licensee shall not integrate the HL Software or HL Content with any products other than the Integrated Licensee Application(s) identified in the applicable Order Form without first obtaining HL's prior written consent. Licensee reserves the right to license its proprietary software applications without the integration of HL Software or HL Content.  Any distribution of HL Software and HL Content as integrated within Licensee applications shall be accomplished under a written license agreement (“Sublicense”) between Licensee and the entity to which the distribution is made (“Sublicensee”) and shall include terms substantially similar and no less restrictive than any applicable pass through terms for Third Party Content as referenced in the applicable Order Form, and the following terms:   

1.	PROPRIETARY RIGHTS.  Health Language (HL) licenses certain content and software to Sublicensor which may be incorporated in or integrated with Sublicensor’s product. HL software and HL content is proprietary to HL and its licensors. End user agrees not to translate, decompile, decipher, decrypt, disassemble, reverse engineer, or otherwise attempt to derive or discover the source code of any portion of the HL software. 

2.	WARRANTY DISCLAIMER. ANY USE BY END USER OF THE HL SOFTWARE AND HL CONTENT IS AT END USER’S OWN RISK.  THE HL SOFTWARE AND HL CONTENT IS PROVIDED FOR USE "AS IS" WITHOUT WARRANTY OF ANY KIND.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, HL AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.  HL IS NOT OBLIGATED TO PROVIDE ANY UPDATES TO THE HL SOFTWARE OR HL CONTENT.

3.	LIMITATION OF LIABILITY.  NO LIABILITY FOR DAMAGES.  IN NO EVENT SHALL HL OR ITS SUPPLIERS HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF THE USE OR INABILITY TO USE ANY PRODUCT AND HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR LOSS OF DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL HL'S CUMULATIVE LIABILITY ARISING OUT OF THIS SUBLICENSE EXCEED ONE THOUSAND DOLLARS ($1,000).

2.3 	Restrictions. The license granted in each Order Form is granted solely to Licensee, and not, by implication or otherwise, to any parent, subsidiary or affiliate of Licensee unless stated otherwise in such Order Form.  Each Affiliate named in an Order Form or Statement of Work agrees to be bound by the terms and conditions of this Agreement.  Licensee and named Affiliates shall be jointly and severally liable for the acts of Affiliates.  Except for license rights granted under Section 2.2 Distribution License, no right is granted hereunder to copy, modify or create derivatives of the HL Software or HL Content, to distribute the HL Content or HL Software to third parties or use the HL Software or HL Content to perform services for third parties.  Licensee may make one backup copy of the HL Software and HL Content for archival or disaster recovery purposes. During the Agreement Term, Licensee shall not develop, distribute, or license to third parties software or content that materially competes with any HL Software or HL Content licensed from HL under this Agreement. Licensee shall not, without the prior written permission of HL, (i) provide any copies of the object code or Documentation relating to the HL Software or HL Content to any person or entity; (ii) translate, decompile, decipher, decrypt, disassemble, reverse engineer, or otherwise attempt to derive or discover the source code of any portion of the HL Software or HL Content, including the Third Party Embedded Software therein; (iii) copy, reproduce, distribute, publish, sell, license, sublicense, rent, lease, use or allow access to the HL Software, HL Content, or any Documentation, except as explicitly permitted under this Agreement; (iv) share, distribute, publish, or disclose any HL Content to or with third parties, except as explicitly permitted under this Agreement; (v) use the HL Software or HL Content in any manner that violates any applicable law or third party content restrictions set forth in an Order Form;  (vi) violate or attempt to violate or circumvent any security procedures, or interfere with or disrupt the integrity or performance of the HL Software or HL Content, or take any action compromising the enjoyment and use of the HL Software or HL Content by any other HL customer; (vii) take any action compromising HL’s rights in the HL Software or HL Content; (viii) access or attempt to access the HL Software or HL Content utilizing any data mining tool, robot, spider, or other data harvesting or extraction tool; (ix) submit, input, or introduce any virus, Trojan horse, worm, or other harmful component or code to or into the HL Software, HL Content or HL’s systems, or (x) sell, distribute, or otherwise provide or make available to any third party under any open source, copyleft or similar license, any application, product, solution or software (including, without limitation, any Interfaced Licensee Application or Integrated Licensee Application) that includes, incorporates or uses any HL Software or HL Content.

3.	RESPONSIBILITIES
3.1	Fees.  As a condition of the license(s) granted hereunder, Licensee agrees to pay HL the fees set forth in each Order Form (the “Fees”).  All Fees quoted and payments made hereunder shall be in US Dollars.  This Agreement and all Fees shall be held confidential under the terms of this Agreement, and subject to conformance with legal obligations of Licensee and Customer.  After the Initial License Term, HL may increase the Fees once per twelve-month period upon providing prior written notice to Licensee at least sixty (60) days prior to the effective date of such Fee increase, provided that no increase shall exceed five percent (5%) in any 12-month period. 

3.2	Standard Payment Terms. Unless otherwise stated in an Order Form, the Fees are one hundred percent (100%) due within thirty (30) days of the invoice date. Unless otherwise stated in an Order Form, the Fees shall be invoiced on the Order Form Effective Date, and annually thereafter on the anniversary of the Order Form Effective Date. Professional Services are billed as services rendered at HL’s then-current Professional Service rates (or as set forth in a SOW) with payment due within thirty (30) days of receipt of invoice.  HL’s reasonable travel and other out of pocket expenses incurred in the delivery of any Professional Services are billed as incurred with payment due within thirty (30) days of receipt of invoice. If Licensee requires a purchase order for payment, Licensee will supply HL with a purchase order within ten days of the Order Form Effective Date.  Any amounts owed by Licensee that are not paid when due shall be subject to late fees at a rate of the lesser of (a) 1.5% per month or (b) the highest rate permissible under applicable law.  Licensee’s obligation to pay fees and all other obligations herein are absolute and unconditional and are not subject to any abatement, set-off, defense or counterclaim for any reason.
3.3	Taxes.  Licensee shall be responsible for all taxes, duties, fees and other governmental charges, including sales taxes, use taxes, withholding, excise, value-added and any other similar taxes imposed by any federal, provincial/state or local governmental entity on the transactions contemplated by this Agreement, excluding taxes based upon HL’s net income.  When HL has the legal obligation to pay or collect such taxes, the appropriate amount shall be invoiced to and paid by Licensee, unless Licensee provides HL with a valid tax exemption certificate authorized by the appropriate taxing authority. If Licensee is tax exempt, a valid tax exemption certificate must be provided to HL prior to or upon execution of the Agreement. If Licensee loses tax exempt status, it shall pay any taxes due as part of any applicable renewal or payment. Licensee shall promptly notify HL if its tax status changes.
3.4	Reporting.  No later than thirty (30) days prior to each anniversary of the Order Form Effective Date, or more frequently if required for HL Content as set forth in an Order Form, Licensee shall provide HL with the required reports as specified in the Order Form, if any.  Such reports shall be submitted to CS-HL-DL-Royalties@wolterskluwer.com. Contact details for the individual who will be completing the report(s) shall be provided within ten (10) business days after the Effective Date to CS-HL-DL-Royalties@wolterskluwer.com. If there is a change in the contact details, the new contact information shall be provided within ten (10) days of the change to this same email address. Failure to provide timely and accurate reports required under this Agreement is a material breach of this Agreement. In addition to all other remedies available at law, in equity or under this Agreement, HL reserves the right to suspend the delivery of HL Software or HL Content, including updates, if Licensee is fails to provide timely or complete reports. 

4.	MAINTENANCE AND SUPPORT
	4.1	HL Obligations.  HL will provide its standard maintenance and support services. HL agrees to use its reasonable efforts to correct any reproducible error in the HL Software or HL Content with a level of effort commensurate with the severity of the error.  Maintenance, support and hosting of HL Software and HL Content are contingent on payment of all Fees and timely reporting. In addition to all other remedies available at law and in equity, HL reserves the right to suspend Licensee’s access to or HL’s delivery of the HL Software and/or HL Content, maintenance, support and, if applicable, hosting, for the HL Software and HL Content in the event (i) of a breach of this Agreement by Licensee, including if Licensee is past due on any reports or Fees owed, (ii) Licensee causes a security risk to or an adverse impact on the HL Software and/or HL Content or (iii) Licensee subjects HL to any liability.  Maintenance and support services not covered by HL’s standard maintenance and support services may be provided by mutual agreement at HL’s then-current Professional Services rates pursuant to a Statement of Work.
4.2	Licensee Obligations.  Licensee agrees not to modify, enhance or otherwise alter the HL Software or HL Content, unless and to the extent specifically authorized in the Documentation or with the prior written consent of HL.  Upon detection of any error in the HL Software or HL Content, Licensee, agrees to provide HL with access to Licensee support staff, examples, output or error logs, and any other data that HL may reasonably request in order to reproduce operating conditions similar to those present when the error occurred.  

4.3	Modification of HL Software.  HL reserves the right to make changes to any HL Software at any time that it deems necessary or useful, and such changes may include the addition or removal of features.  
5.	PROFESSIONAL SERVICES.  

	5.1 	Statements of Work. Licensee may request HL to provide professional services, such as training, consulting, content loading, content mapping, HL Web Services development or customization, integration and/or implementation (“Professional Services”) directly to Licensee in support of the HL Software and HL Content as provided under this Agreement.  HL may agree to provide such Professional Services at its discretion at the then current rates charged for such Professional Services plus reasonable travel and other out of pocket expenses.  Prior to delivery of any Professional Services by HL,  the parties shall execute a statement of work (“Statement of Work” or “SOW”) that shall be governed by this Master License Agreement.  The Statement of Work shall be prepared by HL and shall contain a description of the work to be performed, a performance schedule, the location of work, a fee schedule and any additional obligations of each party.  If any Statement of Work is terminated in accordance with the termination rights in each SOW, HL shall be entitled to all fees for the Professional Services performed prior to termination. 
5.2	Deliverables.  Subject to the license(s) granted hereunder, as between the parties, HL shall own all right, title, and interest in and to any and all worldwide patents, copyrights, trade secrets, source code, know-how, ideas and other intellectual property resulting from HL's performance of Professional Services under any SOW including the deliverables (“Deliverable”).  Licensee specific Deliverables may be owned by Licensee, only if such Deliverables are created exclusively for Licensee and the terms and conditions of a Statement of Work expressly provide for ownership of such Deliverables by Licensee.  

6.	TERM AND TERMINATION

6.1	Term.  This Agreement shall be effective on the Effective Date and remain in effect for so long as HL and any Licensee have an Order Form or a Statement of Work in effect under this Agreement (the “Agreement Term”), unless this Agreement is earlier terminated as set forth in this Section 6. Licensee’s license to the HL Software and/or HL Content shall be for an initial term as set forth in each Order Form (the “Initial License Term”). Each Order Form shall automatically renew for additional two (2) year terms or such other renewal term as set forth in the Order Form (“Renewal Term”) unless either party notifies the other in writing of its intent to terminate an Order Form not less than ninety (90) days in advance of the expiration of the then current Initial License Term or Renewal Term, as applicable.  The Initial License Term and any Renewal Term are referred to collectively as the “License Term”.  To cancel at the end of a License Term, Licensee shall send an email with confirmation of receipt to HL-Renewals@wolterskluwer.com.
6.2	Termination by Licensee.  If HL is in material breach of the terms of any Order Form or of this Master License Agreement and HL fails to remedy said breach within thirty (30) days of receipt of written notification from Licensee of HL’s alleged breach, Licensee may terminate the applicable Order Form(s).
6.3	Termination by HL.  If Licensee is in material breach of the terms of any Order Form or of this Master License Agreement and Licensee fails to remedy said breach within thirty (30) days of receipt of written notification from HL of Licensee’s alleged breach, HL may terminate this Agreement and/or any or all Order Form(s).  If HL plans to or is no longer supporting any HL Software generally for its customers, six (6) months after giving Licensee written notice of the end of support for such HL Software, HL may terminate the applicable Order Form with respect to such HL Software, or if Licensee does not have a subscription for any other HL Software or HL Content under such Order Form, HL may terminate the entire Order Form.
6.4	Termination by Either Party.  Either Party may terminate this Agreement and/or any or all Order Form(s) immediately if the other party (i) becomes unable to pay its debts as they become due; (ii) ceases to do business as a going concern; (iii) makes an assignment for the benefit of creditors; (iv) files a petition in bankruptcy or proceedings in bankruptcy are instituted against it and are not dismissed in thirty days; or (v) has a receiver appointed.
6.5	Effect of Termination.  Upon expiration of a License Term or the termination of any Order Form for any reason, (i) all licenses for HL Software or HL Content granted under such Order Form shall terminate, including all Sublicenses, if applicable; (ii) Licensee shall immediately pay to HL all amounts due and outstanding applicable to such Order Form as of the date of such termination or expiration; and (iii) Licensee shall immediately cease all use of, shall discontinue all marketing and distribution of (if applicable) and return to HL, or destroy and certify in writing the destruction of, all copies of the HL Software and HL Content licensed pursuant to such Order Form. Upon termination of this Agreement, (i) all Licenses granted under all Order Forms shall terminate; (ii) Licensee shall immediately pay to HL all amounts due and outstanding to HL as of the date of such termination; and (iii) Licensee shall immediately cease all use of and return to HL, or destroy and certify in writing the destruction of, all copies of all HL Software and HL Content and all HL Confidential Information. For a termination of either this Agreement or any or all Order Forms by HL pursuant to Section 6.3, Licensee shall additionally pay all amounts that would have become due for the remainder of the then current License Term. 

7.	CONFIDENTIALITY 
7.1	Nonuse and Nondisclosure.  For the purposes of this Agreement, Confidential Information means information or materials disclosed or otherwise provided by a party (“Disclosing Party”) to the other party (“Receiving Party”) that are identified as confidential or proprietary, or which would ordinarily be considered confidential by a reasonable businessperson (“Confidential Information”). Without limiting the generality of the foregoing, and notwithstanding the exclusions hereinbefore set forth, “Confidential Information” includes the HL Software and HL Content, Professional Services, Licensee Application and any information relating to the development, design, manufacture, specifications and royalties of HL Software and/or Licensee Application.  The Receiving Party shall not use any Confidential Information for any purpose except exercising its rights or performing its obligations under this Agreement. Except as otherwise provided herein or as expressly permitted under the Agreement, Licensee and HL agree that all Confidential Information shall be held in strict confidence by the other party and will not be made available or disclosed to any third party without the other party’s prior written consent.  Each party also agrees to restrict dissemination of such Confidential Information to only those Affiliates, employees, third-party consultants, subcontractors, or service providers, who have a legitimate need to know such Confidential Information to perform the obligations or exercise the rights under this Agreement; provided that each party shall remain liable for any unauthorized use or disclosure of the other party’s Confidential Information by such third parties. Each party will afford the other party’s Confidential Information at least the same degree of care it takes in protecting its own confidential information of similar importance from unauthorized disclosure (but in no event using less than a reasonable degree of care).
7.2	Exceptions.   Notwithstanding the above restrictions, neither party will have any restriction on use or disclosure of Confidential Information which (i) is now or subsequently becomes generally publicly available without any breach of this Agreement; (ii) is lawfully obtained from a third party without an obligation of confidentiality; (iii) is independently developed by such party without any use of or reliance upon any Confidential Information of the other Party; or (iv) is already lawfully in the possession of the receiving party prior to its disclosure by the disclosing party free of any obligation of confidence to the other party.  The parties agree that Protected Health Information (“PHI”), as defined by HIPAA, shall not be deemed Confidential Information pursuant to this Agreement and that the obligations of the parties with respect to PHI, to the extent applicable, shall be solely governed by a Business Associate Agreement between the parties.  
7.3	Disclosure Required by Law.   If the Receiving Party is required to disclose Confidential Information by law, by court order or by order of any governmental entity or administrative tribunal having jurisdiction over the Receiving Party, then the Receiving Party must, to the extent legally permitted, notify the Disclosing Party of any such requirement prior to disclosure in order to afford the Disclosing Party an opportunity to seek a protective order to prevent or limit disclosure, and the Receiving Party will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order.  To the extent that disclosure is required or compelled, the Receiving Party will limit the disclosure to the minimum extent necessary to comply with the legal requirement, and agrees that any information so disclosed shall continue to be treated as Confidential Information under this Section 7 for all other purposes. 

8.	MARKETING AND PUBLICITY.  

The Parties agree to use reasonable efforts to mutually develop and/or perform the following marketing activities relating to Licensee’s use of the HL Software and/or HL Content, as applicable:
i.	Issuing joint press releases and/or a written and/or audio-visual case study regarding Licensee’s experience using the HL Software and/or HL Content, as applicable;  
ii.	Publishing one testimonial regarding the benefits of and experience using the HL Software and/or HL Content, as applicable;
iii.	Requesting that Licensee’s users respond to a survey regarding their experience with the HL Software and HL Content, as applicable, upon reasonable request by HL and not more than once per year; and
iv.	Licensee agrees that HL may contact Licensee periodically regarding acting as a reference for the HL Software and/or HL Content, as applicable, for other prospective customers during the Agreement Term.

Neither party will publish, display, or distribute any marketing materials or press releases that refer to the other party without prior written approval of the other party, such approval not to be unreasonably withheld or delayed. For the avoidance of doubt, nothing contained herein will prevent HL from distributing any general marketing materials regarding the HL Software and/or HL Content that do not specifically reference Licensee.

9.	INTELLECTUAL PROPERTY
9.1	HL Software and Content Title.  Licensee acknowledges that the HL Software and HL Content have been and will be developed at great expense to HL and/or its third party licensors, and that HL has exclusive title to and shall retain all rights, title and interest and all patent, copyright, trademark, service mark, trade secret, trade name and all other intellectual property rights in and to the HL Software and HL Content and any modifications, extensions or derivative works of the HL Software and HL Content, and all technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information related to the HL Software and HL Content (collectively called the “Proprietary Rights”). Licensee acknowledges that HL Software and HL Content is licensed, not sold, to Licensee and that no title or rights of ownership in any HL Software and HL Content or component of the HL Software and HL Content is transferred to Licensee under this Agreement. Licensee shall not challenge or assist others in challenging any Proprietary Rights.  HL and/or its licensors shall retain all rights not expressly granted hereunder.
9.2 	Use of Customer Data.  HL and its affiliates, and its and their employees, agents, contractors and vendors, may process Licensee data, including but not limited to personal information, received from Licensee and its users in connection with providing the HL Software and HL Content to Licensee, to administer Licensee’s account, to respond to Licensee inquiries, to communicate with Licensee and its users regarding the HL Software and HL Content and related applications and services, to provide maintenance, support and training to Licensee, to enhance the HL Software and HL Content, and to create new applications.  
9.3	Trademarks and Copyrights.  Licensee shall not remove, obscure, or alter any copyright notice, trademarks, or other proprietary rights notices contained within the HL Software, HL Content and/or Third Party Software.  Licensee agrees to faithfully reproduce on all copies of the HL Software and HL Content, any copyright notices, reasonable legends and/or other notices in the form specified by HL and/or Third Party Software vendors for such notices and/or legends.

9.4	Feedback.  Licensee acknowledges that from time to time those under its control, including employees, contractors, agents or other personnel, may provide suggestions, ideas, feedback, recommendations, or other information to HL about the HL Software, HL Content, or any Professional Services or improvements thereto (collectively, “Feedback”).  All Feedback shall be the exclusive property of HL, and Licensee does hereby assign the entire right, title, and interest in all Feedback to HL (or shall cause those under its control to do the same).  Licensee shall provide all reasonable assistance to HL in perfecting its rights in Feedback.

10.	THIRD PARTY SOFTWARE AND CONTENT
10.1	Third Party Embedded Software or Third Party Content.  Licensee acknowledges that the HL Software and HL Content provided under this Agreement may include Third Party Embedded Software or Third Party Content. Each Third Party Embedded Software or Third Party Content licensor has a proprietary interest in such software or content and is a direct and intended beneficiary of this Agreement and may enforce it directly against Licensee.  The availability of certain HL Content is subject to the license terms of HL’s licensors, which terms may change from time to time or which licenses may terminate. HL reserves the right to unilaterally amend this Agreement as necessary to comply with the requirements of its third party licensors which may include the termination of licenses for certain Third Party Content.
10.2	Prerequisite Software.  Licensee understands and agrees that Licensee’s ability to use the HL Software and HL Content may require Licensee to obtain a valid license for all Prerequisite Software.  To the extent that there are any Prerequisite Software requirements, they will be provided by HL to Licensee during the implementation process.
10.3	Required Third Party Content Licenses.  Licensee understands and agrees that certain HL Content as identified in an Order Form may require Licensee to obtain a license for the Third Party Content directly from the third party licensor prior to HL’s distribution of that HL Content to Licensee. The grant of a license from HL to Licensee for such HL Content is contingent upon the continuance of those Third Party Content licenses. Such restrictions and requirements, if applicable, are set forth in the Order Form.  
10.4	Third Party Content Fees.  The Fees do not include any fees payable direct to a third party licensor where Licensee is required to obtain a license directly from the third party licensor for Third Party Content prior to HL’s distribution of the HL Content.  Licensee shall be separately and solely responsible for payment of any such fees directly to the third party licensor.
10.5	Updates.  Third Party Embedded Software, Prerequisite Software and Third Party Content requirements under 10.1, 10.2, and 10.3 may be modified or amended by the third party at any time at the sole discretion of the third party; therefore, HL may modify and amend this Agreement per the third party requirements. 

11.	COMPLIANCE AND AUDIT.  
11.1	Compliance. Licensee shall provide HL with access to Licensee's facilities, at reasonable times and upon reasonable notice, to verify Licensee's compliance with the terms and licensing restrictions of this Agreement.  Within thirty (30) days of a request by HL, Licensee shall provide HL with any and all evidence reasonably necessary to confirm Licensee's compliance with the provisions of this Agreement.  Licensee shall inform HL in writing of any products that Licensee markets, distributes or licenses that compete with any of the HL Software or HL Content.
11.2	Audit. Licensee shall maintain complete and accurate accounting and records to support and document Fees payable in connection with this Agreement.  Such records shall be retained for a period of three (3) years after the Fees that relate to such records have accrued.  Licensee shall, with reasonable notice and upon written notice from HL, provide reasonable access during regular business hours at Licensee's facilities to such records to an independent auditor chosen by HL for the purpose of audit at the sole expense of HL.  If any such audit discloses a shortfall in payment to HL of more than five percent (5%) per quarter, or if Licensee’s records are not sufficient to conclusively determine whether there was a shortfall, Licensee agrees to reimburse HL for the expenses of such audit.  Licensee agrees to cure any shortfall within thirty (30) days and pay HL interest on the shortfall from the date that the shortfall was actually due to the date the shortfall is paid, at a rate of the lesser of two percent (2%) above prime or the maximum rate allowed under applicable law.  If, during the Agreement Term, HL discovers a second payment shortfall of more than five percent (5%), HL may terminate this Agreement.  Such audits shall be conducted no more frequently than once a year unless HL reasonably determines that Licensee is in material noncompliance with the terms hereof, in which case, audits may be conducted quarterly until Licensee has been determined to be in compliance for four (4) consecutive quarters.

12.	WARRANTY; DISCLAIMERS
12.1	Limited Warranty.  HL warrants that for a period of thirty (30) days following the delivery of the HL Software or HL Content to Licensee, that the HL Software and HL Content will perform in all material respects in conformance with the then current Documentation for such HL Software and HL Content. This warranty does not apply if the applicable HL Software or HL Content (i) has been altered or modified, except by HL or its authorized representative, (ii) has not been installed, operated, repaired or maintained in accordance with the Documentation, or (iii) is licensed for evaluation, testing or demonstration purposes.  HL does not warrant that the HL Software or HL Content will meet all of Licensee’s requirements, will be error-free or will operate without interruption.
12.2	Limited Warranty Remedy.  Licensee’s exclusive remedy for breach of the warranty contained in this section shall be, at HL’s discretion, a correction of any such failure to perform under the maintenance and support provisions of this Agreement or a refund of the portion of the Fees paid by Licensee with respect to such non-conforming HL Software or HL Content. 

12.3	Warranty Disclaimer.  EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED IN SECTION 12.1, HL LICENSES THE HL SOFTWARE AND HL CONTENT TO LICENSEE ON AN "AS IS" BASIS.  ANY USE OF THE HL SOFTWARE AND HL CONTENT IS AT LICENSEE’S OWN RISK. HL AND ITS THIRD PARTY PROVIDERS MAKE NO WARRANTY OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SECURITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE HL SOFTWARE OR HL CONTENT. HL DOES NOT WARRANT THAT THE HL SOFTWARE OR HL CONTENT OR ANY COMPONENT THEREOF WILL BE UNINTERRUPTED, THAT ITS USE OR OPERATION WILL BE ERROR OR DEFECT FREE, THAT THE HL SOFTWARE OR HL CONTENT, OR ANY COMPONENT OF EITHER, WILL ALWAYS BE ACCESSIBLE OR AVAILABLE, OR THAT ALL DEFECTS WILL BE CORRECTED.  LICENSEE WILL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE AND SUITABILITY OF THE HL SOFTWARE AND THE HL CONTENT, AND HL WILL HAVE NO LIABILITY THEREFOR.  OTHER THAN THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 12, HL AND ITS THIRD PARTY LICENSORS MAKE NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE IN FACT OR IN LAW, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.   

12.4	Anti-Virus.  HL uses commercially available software designed to detect and protect against the introduction of viruses or programming devices designed to delete, modify, damage or disable the HL Software and HL Content.  HL AND ITS THIRD PARTY PROVIDERS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE HL SOFTWARE AND HL CONTENT WILL BE SECURE, UNINTERRUPTED OR ERROR FREE, OR (B) THE HL SERVERS THAT MAKE THE HL SOFTWARE AND HL CONTENT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

13.	LIMITATION OF LIABILITY.  
13.1 	Damages Exclusion.  EXCEPT FOR LICENSEE’S BREACH OF SECTION(S) 2 (GRANT OF RIGHTS) AND EITHER PARTY’S BREACH OF SECTION 7 (CONFIDENTIALITY), IN NO EVENT SHALL EITHER PARTY OR HL’S AFFILIATES, DISTRIBUTORS, RESELLERS, MARKETING PARTNERS, AGENTS, SUBCONTRACTORS, THIRD PARTY LICENSORS OR OTHER SUPPLIERS HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY  KIND ARISING OUT OF THIS AGREEMENT AND HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, OR OTHER INDIRECT ECONOMIC DAMAGE FOR ANY CONSEQUENCES ATTRIBUTABLE TO OR RELATED TO ANY USE, MISUSE, ERRORS, SEQUENCING, COMPLETENESS, ACCURACY OF DATA, OR THE INTERPRETATION OF THE INFORMATION CONTAINED OR NOT CONTAINED IN THE HL SOFTWARE OR HL CONTENT, REGARDLESS OF WHETHER THE PARTY ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF OR SUCH DAMAGES WERE REASONABLY FORESEEABLE.  

13.2  	Limitations of Liability. IN NO EVENT SHALL HL’S AND ITS AFFILIATES’, DISTRIBUTORS’, RESELLERS’, MARKETING PARTNERS’, AGENTS’, SUBCONTRACTORS’, THIRD PARTY LICENSORS’ AND OTHER SUPPLIERS’ (1) TOTAL AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE FEES ACTUALLY PAID BY LICENSEE TO HL IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LICENSEE’S CLAIM, AND (2) LIABILITY FROM THE DELIVERY OF PROFESSIONAL SERVICES EXCEED THE AMOUNT ACTUALLY PAID BY LICENSEE FOR PROFESSIONAL SERVICES PROVIDED BY HL UNDER A GIVEN STATEMENT OF WORK. 

13.3	Bargained for Exchange.  THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.  THE ALLOCATIONS OF LIABILITY IN THIS SECTION 13 REPRESENT THE AGREED, BARGAINED-FOR UNDERSTANDING OF THE PARTIES AND HL’S COMPENSATION HEREUNDER REFLECTS SUCH ALLOCATIONS. THE LIMITATION OF LIABILITY AND TYPES OF DAMAGES STATED IN THIS AGREEMENT ARE INTENDED BY THE PARTIES TO APPLY REGARDLESS OF THE FORM OF LAWSUIT OR CLAIM A PARTY MAY BRING, WHETHER IN TORT, CONTRACT OR OTHERWISE, AND REGARDLESS OF WHETHER ANY LIMITED REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

14.	INDEMNIFICATION
14.1	By HL.  Subject to the following and to the other terms and conditions set forth in this Agreement, HL agrees to defend Licensee against any unaffiliated third party claim brought against Licensee, and pay damages and reasonable costs finally assessed against Licensee by a court of competent jurisdiction (or, at HL’s option, that are included in a settlement of such claim or action in accordance herewith), to the extent such claim arises from infringement by the HL Software  of such party’s registered copyrights, only to the extent registered prior to the date of this Agreement in the United States, provided that (i) HL is notified promptly in writing of the claim; (ii) HL controls the defense and settlement of the claim; and (iii) Licensee cooperates with all reasonable requests of HL (at HL’s expense) in defending or settling the claim.  .   HL shall not reimburse Licensee for any expenses incurred by Licensee without the prior written approval of HL.  
14.2	Remedies.  If all or part of the HL Software or HL Content is held to, or HL believes is likely to be held to, infringe any third party copyright, trademark, trade secret or United States patent issued as of the Effective Date, HL may, at its option and expense (i) procure for Licensee the right to use the HL Software or HL Content; or (ii) replace or modify the HL Software or HL Content with other suitable and reasonably equivalent products so that the HL Software or HL Content becomes non-infringing. If HL reasonably determines that (i) and (ii) are not commercially feasible, HL may terminate Licensee's rights to HL Software and/or HL Content and provide Licensee with a pro-rata refund of prepaid but unearned license fees paid for the affected HL Software or HL Content.
14.3	Exclusions.  Notwithstanding anything herein to the contrary, HL shall have no liability for any claim of infringement based on (i) use of other than the latest commercially available version and previous version of the HL Software or HL Content provided to Licensee, to the extent the infringement would have been avoided by use of such version ; (ii) the modification of the HL Software or HL Content by any party other than HL or its authorized agent to the extent the infringement would have been avoided without such modification; (iii) the combination or use of the HL Software and HL Content furnished hereunder with services, software, equipment or other materials not furnished by HL to the extent such infringement would have been avoided by use of the HL materials alone; or (iv) use of the HL Software or HL Content outside of the scope of rights granted under this Agreement or in violation of the terms of this Agreement or in a manner not consistent with or contemplated by the Documentation; or (v) any infringement arising from the use of any HL Software or HL Content by Licensee after HL has issued a written notice to Licensee requiring Licensee to cease using such HL Software or HL Content when HL exercises its option to terminate Licensee's license(s) pursuant to Section 14.2.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SECTIONS 14.1, 14.2 AND 14.3 STATE THE SOLE, EXCLUSIVE AND ENTIRE LIABILITY OF HL AND ITS AFFILIATES, DISTRIBUTORS, AGENTS, SUBCONTRACTORS, THIRD PARTY LICENSORS AND OTHER SUPPLIERS, AND LICENSEE’S SOLE, EXCLUSIVE AND ENTIRE REMEDY WITH RESPECT TO CLAIMS OF INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF THE RIGHTS OF ANY THIRD PARTY, AND HL EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF INFRINGEMENT OR TITLE.
14.4	By Licensee.  Licensee shall indemnify, defend and hold HL and HL third party licensors harmless from and against any and all claims, demands, actions, causes of action, penalties, judgments, costs or expenses (including reasonable attorney's fees) based upon or arising out of (i) any breach by Licensee of this Agreement; (ii) negligence or fraud by Licensee, its employees, contractors, or agents; (iii) any third-party claim that (a) the Interfaced Licensee Application, Integrated Licensee Application or other Licensee product or service used within the scope of this Agreement infringes upon the copyright, trademark, trade secret or United States patent of any third party, except to the extent such infringement is directly and solely caused by the HL Software or (b) is excluded from HL’s indemnity obligation by Section 14.3.
15.	MICROSOFT COMMERCIAL MARKETPLACE

CUSTOMER AND EACH LICENSEE UNDERSTAND, ACKNOWLEDGE AND AGREE THAT (1) CUSTOMER AND LICENSEE WERE REFERRED TO HL VIA THE MICROSOFT AZURE MARKETPLACE AND/OR THE MICROSOFT APP SOURCE, EACH PROVIDED BY MICROSOFT CORPORATION (“MICROSOFT”), (2) CUSTOMER AND LICENSEE ENTERED INTO THIS AGREEMENT OF THEIR OWN VOLITION AND (3) NEITHER CUSTOMER NOR ANY LICENSEE RELIED ON ANY ACT OR OMISSION, STATEMENT, RECOMMENDATION, ENDORSEMENT, GUARANTEE, REPRESENTATION, WARRANTY OR SIMILAR DECLARATION OF MICROSOFT OR ANY OF ITS AFFILIATES IN DECIDING TO PURCHASE OR USE ANY HL SOFTWARE AND/OR HL CONTENT FROM HL, OR OTHERWISE WITH RESPECT TO ANY OF THEIR ACTIVITIES INVOLVING HL SOFTWARE AND/OR HL CONTENT, OR ANYTHING ELSE ARISING FROM OR RELATING TO THIS AGREEMENT.  

CUSTOMER, ON BEHALF OF ITSELF AND ALL OF ITS AFFILIATES (INCLUDING ALL LICENSEES) COVENANTS THAT NEITHER CUSTOMER NOR ANY OF ITS AFFILIATES (INCLUDING LICENSEES), NOR ANY OF ITS OR THEIR SUCCESSORS OR ASSIGNS (EACH, A “CUSTOMER PARTY”) WILL, DIRECTLY OR INDIRECTLY, INITIATE ANY ACTION, CLAIM OR PROCEEDING ANYWHERE IN THE WORLD AGAINST MICROSOFT OR ANY AFFILIATE OF MICROSOFT, OR ANY OF ITS OR THEIR SUCCESSORS OR ASSIGNS, OR ASSERT ANY DEFENSE AGAINST ANY ACTION, CLAIM OR PROCEEDING INITIATED BY HL, IN EITHER CASE TO THE EXTENT BASED ON ANY ACTUAL OR ALLEGED BREACH OF THIS AGREEMENT BY HL, OR OTHERWISE CAUSED BY OR RELATED TO ANY ACT OR OMISSION OF HL OR ANY OF ITS PERSONNEL OR AGENTS IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER, FOR ITSELF AND ON BEHALF OF ALL OTHER CUSTOMER PARTIES, HEREBY WAIVES AND RELEASES ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION AND LIABILITIES, DIRECT OR INDIRECT, WHETHER KNOWN OR UNKNOWN, OF WHATEVER KIND THAT ANY OF THE CUSTOMER PARTIES HAVE OR MIGHT HAVE AGAINST MICROSOFT OR ANY AFFILIATES OF MICROSOFT THAT ARISE FROM OR OTHERWISE RELATE TO ANY ACT OR OMISSION OF HL OR ANY OF ITS PERSONNEL OR AGENTS IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CLAIMS BASED ON BREACH OF ANY WARRANTY OR COVENANT IN THIS AGREEMENT.

	With respect to Sections 13 and 15 of this Agreement, Customer and Licensee acknowledge and agree that Microsoft is a direct and intended beneficiary of this Agreement and may enforce it directly against Customer and Licensee. 
16.	U.S. GOVERNMENT RESTRICTED RIGHTS.  The HL Software (i) was developed at private expense, is existing computer software and no part of it was developed with government funds; (ii) is a trade secret of HL for all purposes of the Freedom of Information Act; (iii) is “commercial computer software” submitted with only those rights provided in HL's then current standard end-user license agreement; (iv) in all respects is proprietary data belonging solely to HL; and (v) is unpublished and all rights are reserved under the copyright laws of the United States.  If the HL Software is acquired under the terms of a proposal or agreement with the United States Government or any contractor thereof, the HL Software is subject to the following: (i) For acquisition by or on behalf of civilian agencies, as necessary to obtain protection as “commercial computer software” and related documentation in accordance with the terms of this commercial computer software license as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors; (ii) U.S. Government rights to use, modify, reproduce, release, perform, display, or disclose the HL Software are subject to the limited and/or restricted rights provisions of FAR 52.227-14 and FAR 52.227-19 as applicable, and any applicable agency FAR Supplements; (iii) for acquisition by or on behalf of units of the Department of Defense (“DoD”) as necessary to obtain protection as “commercial computer software” and related documentation in accordance with the terms of this commercial computer software license as specified in 48 C.F.R. 227.7202-2 of the DoD Federal Acquisition Regulation Supplements and its successors and is subject to the limited rights restrictions of DFARS 252.227-7015(b)(2) and/or subject to the restrictions of DFARS 227.7002-1(a) and DFARS 227.7202-3(a) as applicable.

17.	MISCELLANEOUS
17.1	Governing Law and Venue.  This Agreement, and any disputes arising out of or related hereto, is governed by and enforced in accordance with the laws of the State of New York, including its statutes of limitations, without regard to any law or statutory provision which would require or permit the application of another jurisdiction’s substantive law. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The courts located in New York, New York, will have exclusive jurisdiction over any dispute relating to this Agreement, and each party consents to the exclusive jurisdiction of those courts. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY AND UNCONDITIONALLY WAIVES ITS RIGHT TO A JURY TRIAL FOR ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT.
17.2	Compliance with Laws.  Licensee agrees to, and will cause its employees and contractors to, comply with all applicable laws and regulations, including all laws applicable to the access and use of the services and any applicable data privacy, data security, sanctions or export controls laws.  Licensee shall maintain all licenses, permits, and approvals with relevant governmental and self-regulatory organizations necessary to conduct its business in compliance with all such laws.  Licensee represents and warrants that the Interfaced Licensee Applications and Integrated Licensee Applications, and related Licensee systems or services, do not constitute a medical device or application under applicable law, including Section 201(h) of the Food, Drug, and Cosmetic Act.  Licensee further acknowledges and agrees that no part or aspect of any Interfaced Licensee Application or Integrated Licensee Application constitutes a medical device or application or is intended to constitute a medical device or application under applicable law, including Section 201(h) of the Food, Drug, and Cosmetic Act.  Licensee shall not utilize, modify, integrate, implement, or represent any Interfaced Licensee Application or Integrated Licensee Application in any manner that could be construed to result in such application being regulated as a medical device by relevant regulatory authorities.  If Licensee uses, modifies, integrates, implements, or represents any such application in such a manner, Licensee shall be responsible for bearing all potential costs related to compliance with all applicable laws, including but not limited to applicable federal, state, and local laws, rules, and regulations, as well as any related penalties, fines, or other financial obligations.  Without affecting the scope of the license granted herein, in the event Licensee is permitted to transfer the HL Software and HL Content to any location outside the United States under this Agreement, Licensee hereby agrees it will comply with all applicable United States economic sanction and export laws, orders, restrictions and regulations and those of the country to which the HL Software and HL Content is transferred, including, without limitation, by not exporting or transferring any HL Software or HL Content to, using HL Software or HL Content for the benefit of, or making HL Software or HL Content available for use by any person or entity identified on, or otherwise subject to restrictions imposed by, the U.S. Department of the Treasury’s Office of Foreign Assets Control’s Specially Designated Nationals List or the U.S. Department of Commerce’s Bureau of Industry & Security’s Denied Persons, Entity, and Unverified Lists; located in any jurisdiction that is subject to comprehensive U.S. economic sanctions; or with whom U.S. persons are otherwise prohibited from engaging such transaction.  Licensee will not commit any act or omission that will result in a breach of any export requirements.  
17.3	Anonymous Data.  HL may collect or create anonymized information that is not PHI regarding Licensee’s and its users’ use of the HL Software and HL Content, including statistical use information (collectively "Anonymous Data").  HL owns the Anonymous Data and may use and disclose it for any lawful purpose.  
17.4	Assignment.  Licensee may not assign or transfer this Agreement or any rights or obligations hereunder, without the prior written consent of HL. Any attempted assignment by Licensee of this Agreement or any of its rights or obligations hereunder in breach of this Section 17.4 shall be null and void, and of no effect. This Agreement shall inure to the benefit of and be binding upon both parties and their respective successors and permitted assigns.
17.5	Injunctive Relief.  Each party agrees that the other party may, in addition to any other remedies available at law, be entitled to seek immediate injunctive or other equitable relief restraining such actual or threatened breach, without the need to post any bond or show proof of any monetary damages.
17.6	Entire Agreement.  This Agreement constitutes the entire agreement between the Parties relating to the subject matter of this Agreement and supersedes and extinguishes all prior and contemporaneous agreements, understandings, representations, warranties, proposals and communications, whether oral or written, between the Parties relating to such subject matter. Any purchase order, requisition, request for proposal or other document or record prepared, issued or provided by or on behalf of Licensee relating to the subject matter of this Agreement is for administrative convenience only and will have no effect in supplementing, varying or superseding any provisions of this Agreement, regardless of any acknowledgement thereof by HL.  For the avoidance of doubt, HL may execute separate agreements with Licensee for different products and services, which shall not supersede and replace this Agreement unless expressly stated otherwise.  
17.7	Notices.  Each Party giving or making any notice (including any request, demand or other communication) pursuant to this Agreement shall give the notice in writing, cause the notice to be signed by a person having actual signature authority for such Party, and use one of the following methods of delivery: personal delivery, registered or certified mail return receipt requested and postage prepaid, or nationally recognized overnight courier with all fees prepaid. Each Party giving a notice shall address the notice to the appropriate person at the receiving party as listed below.  Notices to HL should be addressed to: Health Language, Inc., ATTN: Contract Management, 4600 S Syracuse St #1200, Denver, CO 80237.  Any legal notices for HL must also be sent to: EVP and General Counsel, Wolters Kluwer U.S. Corp., 28 Liberty St. 26th FL, New York, NY 10005. Notices to Customer will be sent to the address provided for invoicing unless Customer specifies an alternative address in writing to HL.  Notice solely to the Legal Department shall not constitute valid notice under this Section 17.7. Except as provided elsewhere in this Agreement, a notice is effective only if the party giving or making the notice has complied with the provisions of this Section 17.7, and if the addressee of the notice has received the notice. A notice is deemed to have been received as follows: if a notice is delivered in person, or sent by Registered or Certified Mail, or nationally recognized overnight courier, upon receipt as indicated by the date on the signed receipt. 
17.8	Amendment; Waiver.  This Agreement may not be modified or amended except by a writing signed by both parties.  No modification, amendment or waiver of any provision of this Agreement shall be effective unless agreed to in writing and signed by both parties.  No failure or delay by either party in exercising any right, power, or remedy under this Agreement, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.  
17.9	Severability.  In the event that any provision of this Agreement is held to be illegal, invalid or otherwise unenforceable, such provision will be severed, stricken and replaced with a legal and enforceable provision which most closely reflects the intent of the Parties with respect thereto and the remainder of this Agreement shall continue in full force and effect.  
17.10	Independent Contractor.  The parties are independent contracting parties and nothing in this Agreement shall be deemed to make any party an agent, employee, or joint venturer of another party. No party shall be entitled to any benefits that another party provides for its own employees, including, without limitation, workers’ compensation, and unemployment insurance. Each party shall have exclusive control over its own employees, agents, and subcontractors, its labor and employee relations, and its policies relating to wages, hours, working conditions or other conditions.
17.11	Headings.  The headings of sections herein are for convenience only and will not be deemed to affect in any way the scope, intent or meaning of the provisions to which they refer. 
17.12	Change in Laws.  In the event of the promulgation of any applicable law, rule, or regulation, or the issuance of an interpretation of any existing law, rule, or regulation that, in the good faith opinion of HL’s counsel, could conflict with the terms of this Agreement or could otherwise have a material adverse impact on HL and/or any of its Affiliates, the parties shall negotiate in good faith to amend this Agreement.  If they are unable to mutually agree on an amendment within thirty (30) days, HL may immediately terminate this Agreement upon written notice to Licensee.
17.13	Force Majeure.  Except for a party’s obligation to pay fees that are due, neither party will be liable for any failure or delay in performance under this Agreement for causes beyond that party’s reasonable control and occurring without that party’s fault, including but not limited to, acts of God, acts of government, flood, fire, civil unrest or war, acts of terror, labor strikes (other than those involving the party’s employees), computer attacks or malicious acts, such as attacks on or through the Internet, or failures of service of any telecommunications or Internet service carriers or providers (a “Force Majeure Event”). The party affected by the Force Majeure Event will use reasonable efforts after the start of the Force Majeure Event to notify the other party in writing of the Force Majeure Event including the likely or potential duration, if known, and the effect on its ability to perform any of its obligations under the Agreement.  
17.14	Precedence.  In the event of conflict between this Agreement and any Order Form or Statement of Work, the Order Form or Statement of Work, as applicable, shall govern and control.
17.15	Survival. The following sections shall survive the termination, for any reason, of this Agreement: 2.3 (Restrictions), 3 (Responsibilities), 5.2 (Deliverables), 6 (Term and Termination), 7 (Confidentiality), 9 (Intellectual Property), 11 (Compliance and Audit), 12 (Warranty; Disclaimer), 13 (Limitation of Liability), 14 (Indemnification), 16 (U.S. Government Restricted Rights) and 17 (Miscellaneous).
17.16	Counterparts.  This Agreement may be executed simultaneously in one or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. Photocopies, facsimile transmissions and other reproductions of the executed original (with reproduced signatures) will be deemed original counterparts of this Agreement. Electronic signatures and electronically transmitted documents are binding.