DISCLOSING PARTY'S
CONFIDENTIAL INFORMATION.
NOTWITHSTANDING THE FOREGOING, THE RECEIVING PARTY
MAY MAKE SUCH DISCLOSURES TO OR AS MAY BE REQUESTED BY REGULATORS WITH
SUPERVISORY AUTHORITY OVER THE DISCLOSING PARTY OR THEIR RESPECTIVE
3
AFFILIATES, OR IN RESPONSE TO A COURT OR ADMINISTRATIVE SUBPOENA, ORDER OR OTHER
SUCH LEGAL PROCESS OR REQUIREMENT OF LAW, OR IN DEFENSE OF ANY CLAIM OR CAUSE OF
ACTION ASSERTED AGAINST IT, PROVIDED THAT THE RECEIVING PARTY SHALL, UNLESS
PROHIBITED BY LAW, FIRST NOTIFY THE DISCLOSING PARTY OF THE RECEIPT OF SUCH
REQUEST, SUBPOENA, ORDER OR OTHER LEGAL PROCESS OR REQUIREMENT OF LAW OR CLAIM
OF DEFENSE AND COOPERATE REASONABLY WITH THE DISCLOSING PARTY, AT THE DISCLOSING
PARTY'S EXPENSE, IN ITS ATTEMPTS TO LIMIT THE NATURE AND SCOPE OF ANY SUCH
REQUIRED DISCLOSURE BY PROTECTIVE ORDER OR OTHERWISE.
4.2.
HIPAA.
THE PARTIES AGREE TO COMPLY WITH THE
TERMS OF THE BUSINESS ASSOCIATE ADDENDUM ENTERED INTO BY AND BETWEEN THE PARTIES
ON EVEN DATE HEREWITH.
5.
CUSTOMER RESPONSIBILITIES.
5.1.
SYSTEM.
EXCEPT AS SET FORTH IN THIS AGREEMENT,
MEDECISION WILL HAVE NO RESPONSIBILITY TO PROVIDE ANY HARDWARE OR SOFTWARE FOR
CUSTOMER.
5.2.
CONFIGURATION AND COMMUNICATIONS.
CUSTOMER IS
RESPONSIBLE FOR PROVIDING THE CONFIGURATION AND COMMUNICATIONS, IF APPLICABLE,
SET FORTH IN APPENDIX A TO SCHEDULE 1, AS SUCH APPENDIX MAY BE REVISED FROM TIME
TO TIME BY MUTUAL WRITTEN AGREEMENT OF THE PARTIES, WHICH AGREEMENT SHALL NOT BE
UNREASONABLY WITHHELD BY CUSTOMER, IN CONNECTION WITH RELEASES BY MEDECISION OF
NEW PRODUCTS OR UPGRADES.
5.3.
MARKETING.
CUSTOMER WILL ISSUE A MUTUALLY
AGREEABLE JOINT PRESS RELEASE WITH MEDECISION WITHIN THIRTY (30) DAYS OF THE
EFFECTIVE DATE AND PROVIDE SUITABLE QUOTES FROM APPROPRIATE CUSTOMER PERSONNEL.
CUSTOMER WILL USE REASONABLE EFFORTS TO ARRANGE FOR APPROPRIATE PERSONNEL TO BE
AVAILABLE TO SERVE AS REFERENCES FOR THE PRODUCTS AND MEDECISION IN THE EVENT OF
AN INQUIRY FROM ANY MEMBER OF THE PRESS, ANY INDUSTRY ANALYSTS OR ANY POTENTIAL
CUSTOMER.
6.
ACCEPTANCE, WARRANTY AND DISCLAIMER.
6.1.
WARRANTY AND ACCEPTANCE.
UNLESS OTHERWISE
NOTIFIED BY CUSTOMER, EACH PRODUCT WILL BE DEEMED ACCEPTED FOR PURPOSES OF
PAYMENT UPON DELIVERY TO CUSTOMER.
NOTWITHSTANDING THE FOREGOING, OR ANYTHING
TO THE CONTRARY, MEDECISION WARRANTS THAT, ON THE INITIAL PRODUCT DELIVERY, AND
FOR A PERIOD OF [***] THEREAFTER (THE "WARRANTY PERIOD"), THE PRODUCT WILL
SUBSTANTIALLY CONFORM IN ALL MATERIAL RESPECTS WITH ITS DOCUMENTATION.
CUSTOMER
MAY TEST EACH PRODUCT DURING THE WARRANTY PERIOD TO DETERMINE WHETHER IT
PERFORMS IN ACCORDANCE WITH ITS DOCUMENTATION.
CUSTOMER MAY NOTIFY MEDECISION
IN WRITING OF ITS INTENT TO RETURN ANY PRODUCT FOR NON-CONFORMANCE DURING THIS
PERIOD.
UPON RECEIPT OF THIS NOTICE, MEDECISION WILL HAVE A REASONABLE PERIOD
OF TIME TO CURE THE NON-CONFORMANCE.
IF MEDECISION IS UNABLE TO CURE THE
NON-CONFORMANCE WITHIN SUCH REASONABLE PERIOD OF TIME, CUSTOMER MAY RETURN THE
NON-CONFORMING PRODUCT, AND, UPON ANY SUCH RETURN, WILL IMMEDIATELY CEASE USING
SUCH PRODUCT.
THE LICENSE WILL BE CONSIDERED TERMINATED WITH REGARD TO THE
RETURNED PRODUCTS.
MEDECISION WILL PROMPTLY REFUND THE FULL AMOUNT OF THE
LICENSE FEES PAID, IF ANY, FOR RETURNED PRODUCTS.
6.2.
WARRANTY OF OWNERSHIP.
MEDECISION WARRANTS