ALONG WITH THE REASONS FOR SUCH ITEMS BEING IN DISPUTE AS
SOON AS REASONABLY PRACTICABLE AFTER IDENTIFICATION OF SUCH DISPUTED ITEMS.
THE
PARTIES AGREE TO NEGOTIATE IN GOOD FAITH WITH RESPECT TO ANY DISPUTED PAYMENT OR
OTHER AMOUNTS OWING IN RESPECT OF THIS AGREEMENT.
WITH RESPECT TO ANY AMOUNT TO
BE PAID BY CUSTOMER HEREUNDER, CUSTOMER MAY SET-OFF AGAINST SUCH AMOUNT ANY
AMOUNT THAT MEDECISION IS OBLIGATED TO PAY CUSTOMER HEREUNDER.
FEES DO NOT
INCLUDE ANY APPLICABLE TAXES.
MEDECISION WILL SEPARATELY ITEMIZE ANY APPLICABLE
TAXES OR DUTIES ON EACH INVOICE.
EACH PARTY SHALL BE RESPONSIBLE FOR ANY
PERSONAL PROPERTY TAXES ON PROPERTY IT OWNS OR LEASES, FOR FRANCHISE AND
PRIVILEGE TAXES ON ITS BUSINESS, AND FOR TAXES BASED ON ITS NET INCOME OR GROSS
RECEIPTS.
MEDECISION SHALL BE RESPONSIBLE FOR ANY SALES, USE, EXCISE,
VALUE-ADDED, SERVICES, CONSUMPTION, AND OTHER TAXES AND DUTIES PAYABLE BY
MEDECISION ON ANY GOODS OR SERVICES USED OR CONSUMED BY MEDECISION IN PROVIDING
THE PRODUCTS AND SERVICES AND CUSTOMER SHALL BE RESPONSIBLE FOR SALES, USE,
EXCISE, VALUE-ADDED, SERVICES, CONSUMPTION, OR OTHER TAX THAT IS ASSESSED ON THE
PROVISION OF THE PRODUCTS OR SERVICES AS A WHOLE, OR ON ANY PARTICULAR PRODUCT
OR SERVICE RECEIVED BY CUSTOMER FROM MEDECISION (WHETHER SUCH TAX IS IN
EXISTENCE AS OF THE EFFECTIVE DATE OR LATER ASSESSED BY A GOVERNMENTAL AGENCY).
IF CUSTOMER DOES NOT PAY UNDISPUTED AMOUNTS WHEN DUE, MEDECISION MAY CHARGE
INTEREST AT AN ANNUAL RATE EQUAL TO THE LESSER OF:
(A) THE PRIME RATE
ESTABLISHED FROM TIME TO TIME BY CITIBANK, N.A. PLUS [***] AND (B) THE HIGHEST
RATE ALLOWED BY APPLICABLE LAW.
3.2.
REPORTS.
UPON MEDECISION'S REASONABLE REQUEST,
CUSTOMER WILL PROVIDE MEDECISION WITH DOCUMENTATION CONCERNING CUSTOMER'S USE
AND REPRODUCTION OF THE PRODUCTS.
UPON REASONABLE NOTICE AND NOT MORE THAN
TWICE PER CALENDAR YEAR,
*** Confidential material which has been omitted and filed separately with the
Securities and Exchange Commission.
2
CUSTOMER WILL PROVIDE MEDECISION WITH REASONABLE ACCESS TO ITS RECORDS DURING
CUSTOMER'S NORMAL BUSINESS HOURS TO VERIFY THE INFORMATION CONTAINED IN THESE
REPORTS AND CUSTOMER'S COMPLIANCE WITH THIS AGREEMENT.
4.
CONFIDENTIALITY AND COMPLIANCE.
4.1.
CONFIDENTIALITY.
EXCEPT AS OTHERWISE PERMITTED
HEREUNDER, EACH PARTY AGREES THAT IT SHALL NOT DISCLOSE TO ANY THIRD PARTY THE
OTHER PARTY'S CONFIDENTIAL INFORMATION.
"CONFIDENTIAL INFORMATION" SHALL MEAN
INFORMATION, WHETHER ORAL, WRITTEN, GRAPHIC, ELECTRONIC, VISUAL OR FIXED IN ANY
TANGIBLE MEDIUM OF EXPRESSION, DISCLOSED BY ONE PARTY TO THE OTHER CONSISTING OF
THE FOLLOWING; (I) THE TERMS AND PRICING UNDER THIS AGREEMENT; (II) ANY AND ALL
FINANCIAL, SALES, MARKETING, PRICING AND PERSONNEL INFORMATION RELATIVE TO
EITHER PARTY AS WELL AS PRESENT OR FUTURE PRODUCTS OR PLANS OF EITHER PARTY THAT
HAVE NOT BEEN GENERALLY RELEASED TO THE PUBLIC BY MEANS THAT DO NOT CONSTITUTE A
BREACH OF THIS AGREEMENT; (III) ANY TRADE SECRETS OR INTELLECTUAL PROPERTY
LICENSED TO OR OWNED BY EITHER PARTY; (IV) EITHER PARTY'S TECHNOLOGY, INVENTIONS
(WHETHER OR NOT PATENTED), COMPUTER SOFTWARE, OBJECT CODE, SOURCE CODE AND
TECHNOLOGY PLANS AND SPECIFICATIONS; (V) ANY OTHER INFORMATION HELD BY OR
CONCERNING A