JURISDICTION IN WHICH THE SERVICES OR DELIVERABLES ARE
BEING PROVIDED, (II) BE ISSUED BY COMPANIES THAT HAVE AN A. M. BEST RATING OF
NOT LESS THAN "A-", AND ARE IN A SIZE CATEGORY WHICH IS NOT LOWER THAN "VIII";
(II) BE PRIMARY AND NONCONTRIBUTORY WITH ANY OF THE CUSTOMER'S INSURANCE; (III)
NAME THE CUSTOMER AS AN ADDITIONAL INSURED (EXCEPT WORKERS COMPENSATION,
EMPLOYERS LIABILITY AND ERRORS AND OMISSIONS COVERAGE'S);
(IV) COVER EACH OF
MEDECISION'S CONTRACTORS AND SUBCONTRACTORS ENGAGED IN THE PERFORMANCE OF ANY
SERVICES HEREUNDER TO THE SAME EXTENT REQUIRED OF MEDECISION, AND (V) NOT BE
CANCELLED OR NON-RENEWED EXCEPT AFTER AT LEAST THIRTY (30) DAYS' PRIOR WRITTEN
NOTICE TO PACIFICARE.
MEDECISION SHALL PROVIDE TO CUSTOMER CERTIFICATES ON
ACORD FORM 25 (OR ITS EQUIVALENT) EVIDENCING ALL INSURANCE AND ENDORSEMENTS
REQUIRED BY THIS SECTION.
Notwithstanding any other provision of this Agreement, failure to provide the
coverage's provided for herein, or the certificates of insurance, shall be
grounds for immediate termination of this Agreement.
(F)
NO LIMITATION ON LIABILITY.
NONE OF THE
FOREGOING REQUIREMENTS AS TO THE TYPE AND LIMITS OF INSURANCE TO BE MAINTAINED
BY MEDECISION ARE INTENDED TO AND SHALL NOT IN ANY MANNER LIMIT OR QUALIFY THE
LIABILITIES AND OBLIGATIONS FOR WHICH MEDECISION IS RESPONSIBLE UNDER THIS
AGREEMENT, ANY STATEMENT OF WORK OR BY LAW.
10.
NONCOMPETITION.
IN THE EVENT THAT CUSTOMER
DEVELOPS OR MARKETS A PRODUCT OR SERVICE FOR THE BENEFIT OF ANY THIRD PARTY
(OTHER THAN ITS AFFILIATES) THAT COMPETES WITH ANY MEDECISION PRODUCT, THEN THE
FOLLOWING RESTRICTIONS SHALL APPLY: (I) [***], AND (II) [***].
11.
TERM AND TERMINATION.
11.1.
TERM.
THIS AGREEMENT COMMENCES ON THE EFFECTIVE DATE
AND WILL CONTINUE UNLESS AND UNTIL TERMINATED IN ACCORDANCE WITH THIS ARTICLE
11.
11.2.
TERMINATION BY MEDECISION FOR BREACH.
MEDECISION MAY
TERMINATE THIS AGREEMENT OR ANY LICENSE TO A PRODUCT BY GIVING WRITTEN NOTICE TO
CUSTOMER, IF THE CUSTOMER FAILS TO REMEDY ANY OF THE FOLLOWING BREACHES OF THIS
AGREEMENT WITHIN THIRTY (30) DAYS AFTER ITS RECEIPT OF NOTICE OF BREACH AND
INTENT TO TERMINATE:
(I) CUSTOMER FAILS TO PAY MEDECISION WHEN DUE ANY
UNDISPUTED LICENSEE FEES UNDER THIS AGREEMENT (IN WHICH CASE MEDECISION MAY
TERMINATE THE APPLICABLE LICENSES), (II) CUSTOMER FAILS OR IS UNABLE TO COMPLY
WITH THE OBLIGATIONS UNDER ARTICLE 4, OR (III) CUSTOMER ATTEMPTS TO ASSIGN THIS
AGREEMENT TO A VENDOR COMPETITOR IN VIOLATION OF SECTION 12.6.
IF MEDECISION
TERMINATES THE LICENSE FOR ANY PRODUCT UNDER THIS SECTION 11.2, PACIFICARE SHALL
HAVE A REASONABLE PERIOD OF TIME, NOT TO EXCEED [***] FROM THE RECEIPT OF
MEDECISION'S NOTICE OF TERMINATION TO MIGRATE FROM THE PRODUCT TO THE SOFTWARE
OF ANOTHER VENDOR.
DURING THIS MIGRATION PERIOD, CUSTOMER MAY CONTINUE USING
THE PRODUCTS SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND CUSTOMER
WILL CONTINUE TO PAY ANY RECURRING LICENSE AND SUPPORT FEES.
FOR THE AVOIDANCE
OF DOUBT, IN NO EVENT MAY ANY PROVISION OF THIS SECTION 11.2 BE INTERPRETED TO
ALLOW ANY MEDECISION COMPETITOR TO HAVE ACCESS TO THE PRODUCTS WITHOUT THE PRIOR
WRITTEN CONSENT OF MEDECISION.