Licensee shall cooperate with MGMA with any efforts to obtain appropriate protective measures or other remedies or assurances with respect to such Confidential Information. The parties will agree to the individuals who will engage in the analysis and development of any Findings. Licensee agrees to include only summaries of Data in any Findings and will not include any actual Data.
Licensee may not publish any Findings or Data or summaries of Data or any other derivative works from the Data without first obtaining MGMA's express written approval. MGMA shall use reasonable good faith efforts to approve or disapprove Licensee's publication of Findings, and provide written notification to Licensee thereof, within sixty 60 days after MGMA's receipt of Licensee's request.
However, MGMA's failure to provide such approval or disapproval will not be deemed disapproval or approval, and will not be deemed a breach of this Agreement. MGMA may approve or disprove any requests for publication in its sole discretion. MGMA's review of the Findings will include, without limitation, assessments of:. Non-competition: assuring that Licensee is not providing Data in the Findings that will reduce sales or otherwise compete with any MGMA or MGMA affiliate product or service, whether now existing or hereafter developed.
MGMA further reserves the right to limit, in its sole discretion, the amount of summary Data included in the Findings to comply with MGMA's then-current policies regarding the use of Data;. Confidentiality: assuring that Findings will not identify individual Data subjects or their associated medical practice groups and that confidentiality of the Data, Data subjects and associated medical practice groups, will be maintained; and.
Compliance with Agreement: assuring that Findings comply with this Agreement. MGMA will be credited as the source of the Data. Notwithstanding the foregoing, MGMA reserves the right to disassociate itself from any Findings in its sole discretion.
Government or controlled entity only as a commercial item. Consistent with 48 C. Government users and controlled entities obtain access to the Data with only those rights set forth herein.
DataDiscovery Software. MGMA hereby grants to Licensee a License as hereinafter defined to use one or more products comprising DataDiscovery as a hosted application accessed by Licensee via the Internet, subject to the terms of this Agreement. The Software may not be used by any individual or company without first obtaining a license from MGMA. Support and Professional Services. All Services will be governed by this Agreement. Purchase; Purchase by Affiliates.
For each purchase of a License or any Services, the Parties shall execute an Order Form and SOW, which upon signature are incorporated into this Agreement by reference and further defines rights and limitations of use of the Software. To the extent any provision in this Agreement irreconcilably conflicts with any provision of any applicable SOW executed hereunder, the provisions of the SOW shall control. Limited License. Reservations; Restrictions.
MGMA and Third-Party Licensor expressly reserve all other rights, and nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property or other right, title, or interest in or to DataDiscovery.
Licensee shall not. MGMA shall use. MGMA shall use commercially reasonable efforts to resume providing access to DataDiscovery and Services as soon as reasonably possible after the event giving rise to the Termination is cured. MGMA shall have no liability for any damage, liabilities, losses including any loss of data or profits , or any other consequences that Licensee or any User may incur as a result of a Termination.
MGMA, at its sole option, from time-to-time, through the Third-Party Licensor, may incorporate modifications and improvements to DataDiscovery available hereunder, provided that such modifications do not materially degrade the functionality, performance characteristics, or security of DataDiscovery.
Aggregated Statistics. As between the Parties, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong and are retained solely by MGMA and Third- Party Licensor. Host Services. Licensee shall be solely responsible for implementing security and access procedures necessary to ensure that no person other than an authorized User may access or use DataDiscovery and that all access thereto is limited to authorized Users solely for the purposes authorized under the applicable License.
Licensee shall immediately notify MGMA of any unauthorized access to or use of DataDiscovery and shall be solely liable for the same.
Licensee shall accept a repair or replacement of a non-conforming DataDiscovery in the event Licensee is not materially prejudiced by the time DataDiscovery is non-conforming. Definition of Confidential Information. Confidential Information includes, without limitation, DataDiscovery, the MGMA Property, and all outputs, object code, source code, scripting language or binary format, trade secrets, and Licensee Data.
Handling of Confidential Information. Upon any actual or threatened use or disclosure of any Confidential Information of Disclosing Party in breach of this Section Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such use or disclosure, it being specifically acknowledged by the Parties that any other available remedies may be inadequate.
The obligations in this Section Receiving Party shall be responsible for any breach of this Section Use of Name. Subject to this Section 6, Notwithstanding the foregoing, Licensee agrees to permit MGMA to use its name and logo in sales presentations, marketing materials and press releases and to develop a brief case studies Licensee profile for use by MGMA on its website for promotional purposes. MGMA will only do so after obtaining permission from Licensee. Prevailing Terms.
Force Majeure. Such events include, but are not limited to, acts of God, acts of government, acts of public enemy, fires, floods, civil disobedience, strikes, lock-outs, or freight embargoes.
Any Party so affected by Force Majeure must promptly notify the Party to whom performance is due and describe the circumstances causing such delay.
Third-Party Beneficiary. The Parties expressly agree that Third-Party Licensor shall be an intended third-party beneficiary to this Agreement. With the exception of Third-Party Licensor, the terms and conditions of this Agreement are intended solely for the benefit of the Parties and their respective permitted successors and assigns, and it is not the intention of the parties to confer, and this Agreement shall not confer, any third-party beneficiary rights upon any other person other than the Parties.
MGMA enters into this Agreement in reliance upon the indemnity, limitations of liability and the disclaimers of warranties and damages set forth above, which form an essential basis of the bargain between the parties. The limitations and exclusions of liability and disclaimers specified in this Agreement will apply even if they have failed of their essential purpose.
Without Cause. Licensee may terminate this Agreement at any time without cause by providing written notice to MGMA at least thirty 30 days prior to termination. Licensee shall remain liable for any unpaid fees through and following termination and shall remain obligated under all provisions that survive termination of this Agreement.
Effect of Termination. Upon termination of this Agreement, except as otherwise expressly set forth herein, all rights and licenses granted in this Agreement are immediately revoked. Within five 5 business days after the termination or expiration of this Agreement, Licensee will return all of the Data to MGMA, and all copies thereof, or will securely destroy any Data, and all such copies thereof, and certify in writing that such copies have been destroyed.
Notwithstanding the above, Licensee may retain one archival copy of any such Data as necessary to comply with work product documentation standards, subject to the continued obligations of confidentiality and non-use contained herein.
Further, Licensee will be required to make any payments due and owing to MGMA upon the termination or expiration of this Agreement.
Archive Copies. Notwithstanding the terms of Section 23c above, upon termination of this Agreement, Licensee may keep archive copies of any materials or reports it has created with the Data.
Licensee may not, however, continue using or maintaining the Data in any other manner after termination or expiration of the Agreement. Phone: Email: sales mgma. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.
Nothing in this Agreement creates or shall be deemed to create any rights in any person, firm, corporation or other entity other than MGMA and Licensee. Licensee may not assign or transfer including, without limitation, in connection with a sale of assets, merger, change of control, reorganization or by operation of law any of its rights or delegate any of its duties under this Agreement including, without limitation, appointing a replacement for Investigator, as applicable without the prior written consent of MGMA and any assignment in violation of this clause is void ab initio.
MGMA may freely assign this Agreement or any of its rights or delegate any of its duties under this Agreement. Licensee disagrees with any of the policies, Licensee may elect to terminate this Agreement and its access to DataDive or DataDiscovery as its sole and exclusive remedy.
Proprietary Nature of the Data. You acknowledge that MGMA invests considerable time and resources in gathering, analyzing, creating, organizing, arranging, selecting, correlating, compiling and developing its Data and that the Data is highly valuable to MGMA and MGMA takes great steps to protect its Data. MGMA provides access to its Data only to individuals and companies who specifically agree to maintain the confidentiality of the Data and to limit their disclosure and use of the Data as provided for herein.
Subject to Licensee's strict compliance with the terms of this Agreement and any related Order Form, MGMA grants Licensee a limited, revocable, non-exclusive, non-transferable, non- sublicensable license to use the Data. MGMA provides Data to Licensees in many formats, including without limitation through the following product offerings: Organizational Membership License. All staff within that organization may access and use any of the Data through DataDiscovery during the term of the license.
Such registration contains terms and conditions which are incorporated into this Agreement by reference. Order Form. MGMA may also require Licensees to submit an order form prior to obtaining certain Data and Data licenses " Order Form " , which upon signature are incorporated into this Agreement by reference and further defines rights and limitations of use of the Data.
Such Order Forms may: a specifically define the Data licensed; b further limit the purpose for use of the Data; c limit the number of users who may access the Data; d describe any custom services MGMA will provide; and e identify specific fee and payment terms. Restrictions on Use. Without limiting the foregoing, in addition to Licensee's other obligations set forth elsewhere in this Agreement, Licensee agrees to the following restrictions: Licensee will protect the confidentiality of the Data and passwords both within and outside of Licensee's organization.
Licensee will not publicly display or disclose the Data. Where this Agreement references Licensee, it shall be construed as including Licensee and each of its employee users of the Data if applicable " Users " such that all obligations of Licensee shall be equally binding upon and enforceable against its Users.
Licensee shall be responsible and liable for all acts and omissions of its Users in connection with their use of Data and their compliance with this Agreement and applicable law. Licensee may not authorize any other parties, whether contractors, clients, or agents who are not direct employees of Licensee to access Data as a User under Licensee's account.
Licensee will be responsible for the actions of all individuals and entities that use Data, DataDiscovery or the DataDive through Licensee directly or indirectly. Licensee agrees that from time to time DataDive, DataDiscovery and Data contained therein may be inaccessible, unavailable or inoperable for any reason, including, without limitation: i equipment malfunctions; ii periodic maintenance procedures or repairs which MGMA may undertake from time to time; iii failure of telecommunications or internet connectivity; iv acts of third parties; v causes beyond the control of MGMA; or vi events that are not reasonably foreseeable by MGMA.
De-identification of Data. As used herein, " De-identify " means that all personally identifiable information relating to the Data such as survey responses , including without limitation names, addresses, phone numbers, e-mail addresses and company names are removed from the Data.
If Licensee finds that personally identifiable information or PHI has been inadvertently included in the Data, Licensee and its Users shall immediately cease use of and access to such information. Related Items. X Shopping Cart. Unit Price. Your cart is empty. Continue Shopping Proceed to Checkout Click here if your organization is tax exempt X A State Sales tax exempt certificate must be on file and taxable items cannot be ordered online.
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