AND EXTENT OF WHICH WILL BE DETERMINED BY THE CUSTOMER AND APPROVED BY
MEDECISION, SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD OR DELAYED.
THE
PARTIES WILL ENTER INTO A STATEMENT OF WORK UNDER THE MSA FOR SUCH SERVICES AND
CUSTOMER WILL PAY VENDOR FOR SUCH SERVICES AT THE HOURLY RATES SET FORTH IN THE
MSA AND SHALL REIMBURSE MEDECISION'S TRAVEL AND INCIDENTAL EXPENSES IN
ACCORDANCE WITH THE TRAVEL POLICY SET FORTH IN EXHIBIT D TO THE MSA.
12.
GENERAL.
12.1.
INDEPENDENT PARTIES.
NEITHER CUSTOMER NOR MEDECISION
IS A LEGAL REPRESENTATIVE OR AGENT OF THE OTHER OR IS LEGALLY A PARTNER OF THE
OTHER.
12.2.
ENTIRETY.
THIS AGREEMENT, THE MSA, THE ESCROW
AGREEMENT AND THE BUSINESS ASSOCIATE ADDENDUM, REPRESENT THE ENTIRE AGREEMENT OF
THE PARTIES REGARDING THE SUBJECT MATTER HEREOF, SUPERSEDING ALL OTHER
AGREEMENTS.
DELIVERY OF AN EXECUTED COUNTERPART OF THIS AGREEMENT BY FACSIMILE
OF ANY OTHER RELIABLE MEANS WILL BE DEEMED TO BE AS EFFECTIVE FOR ALL PURPOSES
AS DELIVERY OF THE MANUALLY EXECUTED COUNTERPART.
THIS AGREEMENT MAY NOT BE
AMENDED EXCEPT IN WRITING SIGNED BY BOTH PARTIES.
NO WAIVER OF RIGHTS
8
BY EITHER PARTY MAY BE IMPLIED FROM ANY ACTIONS OR FAILURES TO ENFORCE RIGHTS
UNDER THIS AGREEMENT.
12.3.
SEVERABILITY.
EACH OF THE PROVISIONS OF THIS
AGREEMENT IS SEVERABLE FROM ALL OF THE OTHER PROVISIONS.
THE INVALIDITY OR
UNENFORCEABILITY OF ANY PROVISION WILL NOT AFFECT OR IMPAIR THE REMAINING
PROVISIONS, WHICH WILL CONTINUE IN FULL FORCE AND EFFECT.
12.4.
RESTRICTED RIGHTS LEGEND - U.S. GOVERNMENT.
THE
PRODUCTS ACQUIRED BY THE UNITED STATES OF AMERICA, ITS AGENCIES AND/OR
INSTRUMENTALITIES ARE AND WILL BE PROVIDED WITH RESTRICTED RIGHTS FOR SOFTWARE
DEVELOPED AT PRIVATE EXPENSE.
USE, DUPLICATION OR DISCLOSURE BY THE U.S.
GOVERNMENT IS SUBJECT TO THE RESTRICTIONS SET FORTH IN SUBPARAGRAPH (C)(1)(II)
OF THE RIGHTS IN TECHNICAL DATA AND COMPUTER SOFTWARE CLAUSE AT 48 C.F.R.
252.227 OR DFAR 52.227, AS APPLICABLE.
12.5.
EXPORT.
CUSTOMER WILL NOT EXPORT THE PRODUCTS IN
VIOLATION OF THE EXPORT LAWS OF THE UNITED STATES OR OF ANY OTHER COUNTRY.
12.6.
ASSIGNMENT.
EXCEPT AS OTHERWISE PROVIDED IN THIS
SECTION 12.6, NEITHER PARTY SHALL ASSIGN OR OTHERWISE TRANSFER THIS AGREEMENT
(WHETHER BY OPERATION OF LAW OR OTHERWISE) WITHOUT THE PRIOR WRITTEN CONSENT OF
THE OTHER PARTY, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED AND
ANY ATTEMPT TO DO SO SHALL BE VOID AND OF NO FORCE OR EFFECT FOR ANY PURPOSE
WHATSOEVER AND SHALL CONSTITUTE A BREACH OF THIS AGREEMENT.
NOTWITHSTANDING THE
ABOVE, (I) CUSTOMER MAY ASSIGN THIS AGREEMENT TO AN AFFILIATE OR IN THE CASE OF
A MERGER OR SALE OF ALL OR SUBSTANTIALLY ALL OF THE STOCK OR ASSETS OF CUSTOMER
PROVIDED THAT THE ASSIGNEE AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS
OF THIS AGREEMENT AND ALSO PROVIDED THAT THE ENTITY IS NOT A MEDECISION
COMPETITOR, AND (II) MEDECISION MAY ASSIGN THIS AGREEMENT IN THE CASE OF A
MERGER OR SALE OF ALL OR SUBSTANTIALLY ALL OF THE STOCK OR ASSETS OF THE
BUSINESS UNIT RESPONSIBLE FOR THE