system: You are a contract-analysis assistant performing a span-extraction task. You are given an excerpt from a commercial contract and the name of a clause type to locate within it.

Return the exact text of the requested clause, copied verbatim from the excerpt — identical wording and punctuation, with no paraphrasing, summarising, explanation, or added commentary.

The excerpt is one window of a much longer contract and often will not contain the requested clause. If the requested clause does not appear in this excerpt, respond with exactly: Not found.

Output only the extracted clause text, or the exact string `Not found.` — nothing else.

user: Contract excerpt:
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Exhibit 7.1 Strategic Alliance Agreement THIS AGREEMENT is made this 15 th day of July, 2010 ("Effective Date") by and between IMedicor, Inc, a Nevada Corporation whose address is 523 Avalon Gardens Drive, Nanuet, New York 10954, USA ("IMedicor") and USA Managed Care Organization (USA MCO) A Texas Corporation whose address is 916 South Capital of Texas highway, Austin Texas. WITNESSETH: WHEREAS, iMedicor is a secure, HIPAA compliant online portal that creates a virtual healthcare community amongst physicians and other medical professionals for the purpose of real-time Health Information Exchange. Physicians are provided with a secure HIPPA compliant transport account(s), similar to e-mail with attachments, that enable them to share patient specific personal health information with other participating physicians. iMedicor also provides the ability to create social communities for the purpose of peer collaboration and the extension of referral networks. iMedicor's portal also provides physicians with an extensive catalogue of Continuing Medical Education (CME), skill development and product specific educational resources; WHEREAS, USA MCO represents a network of physicians through which USA MCO provides products and services for the medical industry that: generate additional revenue Streams; provide cost savings, streamline workflow; help patients save time, money and doctors achieve better outcomes; and assist physicians and medical practices to find ways to enhance patient satisfaction; WHEREAS, both parties are interested in forming a strategic and marketing alliance beneficial to both organizations. NOW, THEREFORE, for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. OBLIGATIONS OF THE PARTIES ●Initiate a multi tiered marketing approach, by mutual consent of both parties, to integrate the iMedicor HIPAA Compliant transport network as a communications network throughout the USA MCO user base, ●The overall project would also include the ClearLobby pharmaceutical and medical device marketing platform and other value added services as mutually agreed into the future, as a Phase II activity. ●A phased in approach for each of the components listed above with the first being the introduction of the core iMedicor, HIPAA compliant communication / transport system into the USA MCO network. ●The integrated service will generate revenue sharing opportunities for both companies. ●USA MCO will allow access to their network to distribute promotional and educational material highlighting the value proposition of the iMedicor / USA MCO alliance. ●Access will only be through, and controlled by USA MCO ●Communication will be, but not limited to e-mail promotion, direct mail, bill stuffers, web site, newsletter or any other normal communication between USA MCO and their network of physicians and other healthcare providers upon mutual consent of both parties ●All material must be approved by USA MCO prior to any distribution to the USA MCO network. ●Once a physician or other healthcare provider enrolls in iMedicor they will become part of the regular internal iMedicor communications system. ●Every physician that enrolls in iMedicor, including those physicians or other qualified registrants into the iMedicor network that are invited into USA MCO physician communities, through the efforts of USA MCO will be tagged as originating from that source (the USA MCO network). ●Monthly reports detailing revenue generated through subscriptions, ClearLobby or other methods will be detailed in the monthly reports. ●All revenue sharing will be reconciled monthly and funds distributed by the 20th of each month by wire transfer for all net collected revenues for the previous month (net of returns and refunds, if any). ●IMedicor will make its records available for audit purposes at any time by USA MCO during regular business hours at the headquarters of iMedicor. ●USA MCO will not be responsible for any direct sales of the iMedicor communications system; USA MCO will not handle any customer service issues. All such activity will be referred to iMedicor. ●Initially iMedicor will provide the three main attributes of the iMedicor network to the USA MCO provider base, physicians and other healthcare providers. ●Those attributes are: oA HIPAA compliant transport system for digital / electronic records and images, oBuild and create community, patient-specific peer collaboration and expansion of referral networks, oAccess to educational resources, certified, skill level and product / device specific. ● 2. COMPENSATION ●IMedicor will charge a subscription fee to participating USA MCO providers. The suggested monthly subscription would be $19.95 per month per subscriber. USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65). All revenue sharing opportunities will be calculated for all parties after any credit card or other third party processing fees are deducted
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Extract the exact clause related to "Audit Rights" from the excerpt above.