*** CONFIDENTIAL MATERIAL WHICH HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
7
11.3.
TERMINATION BY CUSTOMER.
CUSTOMER MAY TERMINATE THIS
AGREEMENT, IN WHOLE OR IN PART, OR WITH RESPECT TO ANY PRODUCT, AT ANY TIME WITH
OR WITHOUT CAUSE, WITHOUT PENALTY, AND, EXCEPT AS OTHERWISE SET FORTH IN THIS
AGREEMENT, WITHOUT ADDITIONAL CONSIDERATION AND FOR THE CONVENIENCE OF THE
CUSTOMER THIRTY (30) DAYS AFTER CUSTOMER HAS GIVEN MEDECISION NOTICE OF SUCH
TERMINATION.
11.4.
EFFECT OF TERMINATION.
EXCEPT AS OTHERWISE SET FORTH
HEREIN, ON TERMINATION OF THIS AGREEMENT OR TERMINATION OR EXPIRATION OF ANY
LICENSE TO ANY PRODUCT, THE FOLLOWING WILL OCCUR:
(A)
ALL RIGHTS GRANTED TO THE AFFECTED
PRODUCT(S) AND ALL LICENSE, SUPPORT AND OTHER FEES ASSOCIATED WITH THE AFFECTED
PRODUCT(S) WILL IMMEDIATELY TERMINATE.
CUSTOMER MUST DEINSTALL AND RETURN TO
MEDECISION THE AFFECTED PRODUCT(S) AND CUSTOMIZATIONS AND ENHANCEMENTS; PROVIDED
THAT IN SUCH EVENT MEDECISION GRANTS TO CUSTOMER AND ITS AFFILIATES A NON­
EXCLUSIVE, FULLY-PAID, ROYALTY-FREE, LIMITED LICENSE FOR READ-ONLY COPIES OF THE
PRODUCTS AND CUSTOMIZATIONS AND ENHANCEMENTS FOR CUSTOMER'S AND ITS AFFILIATES'
INTERNAL USE SOLELY FOR LITIGATION, APPEAL AND QUALITY MANAGEMENT DEFENSE
PURPOSES AND CUSTOMER AND ITS AFFILIATES, PURSUANT TO SUCH LICENSE, MAY RETAIN
COPIES OF THE PRODUCTS AND CUSTOMIZATIONS AND ENHANCEMENTS.
MEDECISION WILL
RETURN TO CUSTOMER OR DESTROY ALL PROTECTED HEALTH INFORMATION (AS DEFINED IN
THE BUSINESS ASSOCIATE ADDENDUM), IN WHATEVER FORM OR MEDIUM (INCLUDING IN ANY
ELECTRONIC MEDIUM UNDER MEDECISION'S CUSTODY OR CONTROL), THAT MEDECISION
CREATED OR RECEIVED FOR OR FROM CUSTOMER, INCLUDING ALL COPIES OF AND ANY DATA
OR COMPILATIONS DERIVED FROM AND ALLOWING IDENTIFICATION OF ANY INDIVIDUAL WHO
IS A SUBJECT OF THE PROTECTED HEALTH INFORMATION.
EACH PARTY WILL RETURN THE
CONFIDENTIAL INFORMATION OF THE OTHER PARTY.
(B)
ALL RIGHTS AND OBLIGATIONS GRANTED UNDER
SECTIONS 1.2, 3 (ONLY WITH RESPECT TO ANY AMOUNTS OWED PRIOR TO TERMINATION), 4,
6,7,8,9,10,11,12 AND 13 WILL SURVIVE.
(C)
TERMINATION WILL NOT AFFECT ANY CLAIM,
LIABILITY OR RIGHT OF CUSTOMER OR MEDECISION ARISING PRIOR TO THE TERMINATION.
11.5.
TERMINATION AND BANKRUPTCY.
ANY RIGHTS AND LICENSES
GRANTED UNDER OR PURSUANT TO THIS AGREEMENT ARE, AND SHALL OTHERWISE BY DEEMED
TO BE, FOR THE PURPOSES OF SECTION 365(N) OF TITLE 11, U.S. CODE (THE
"BANKRUPTCY CODE"), LICENSES AND RIGHTS TO "INTELLECTUAL PROPERTY" AS DEFINED
UNDER SECTION 101 OF THE BANKRUPTCY CODE.
THE PARTIES AGREE THAT THE CUSTOMER,
AS LICENSEE OF SUCH RIGHTS, SHALL RETAIN AND MAY FULLY EXERCISE ALL OF ITS
RIGHTS AND ELECTIONS UNDER THE BANKRUPTCY CODE.
THE PARTIES FURTHER AGREE THAT
THE OCCURRENCE OF ANY BANKRUPTCY EVENT SHALL NOT, AND SHALL NOT BE DEEMED OR
CONSTRUED TO IN ANY WAY RESTRICT OR IMPAIR THE CUSTOMER'S RIGHT TO TERMINATE
THIS AGREEMENT PURSUANT TO SECTION 11.3, ABOVE.
11.6.
TRANSITION ASSISTANCE FOLLOWING TERMINATION OR
EXPIRATION OF AGREEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN
CONNECTION WITH THE EXPIRATION OR TERMINATION OF THIS AGREEMENT, AND IF
REQUESTED IN WRITING BY THE CUSTOMER PRIOR TO THE APPLICABLE EXPIRATION DATE OR
DATE OF TERMINATION, MEDECISION WILL PROVIDE TRANSITION ASSISTANCE SERVICES, THE
NATURE