CONTRACTUAL TERMS AND CONDITIONS
These contractual terms and conditions became a binding agreement between the parties when it is accepted and signed by both parties.
The parties of the Agreement shall be Corazon Consulting, Inc., a Pennsylvania corporation (“Corazon”) and Hospital Name, located in City, State (“Client”).
2. License of CEO Product
Corazon grants Client a non-exclusive, non-transferable license during the Term to use the CEO Product for the purposes set forth in this Agreement solely to the extent necessary for Client to use the CEO Product in accordance with this Agreement.
3. Project Manager
Client agrees to designate Person Name as the Client Project Leader for Hospital Name through the length of this Agreement. The Project Leader should be empowered by Client to make decisions as appropriate to obtain information, verify data, schedule meetings, and as the primary contact for Corazon’s Project Leader for the duration of the project.
Either party may terminate this Agreement by providing the other party with sixty (60) days written notice of termination. Termination of this Agreement shall not affect the rights and obligations of the parties, which have accrued prior to the date of termination. A waiver of a breach of any provision of this Agreement shall not constitute a waiver of any subsequent breech of that provision or a breach of any other provision hereof. Failure of either party to enforce at any time or from time to time any provision of this Agreement shall not be construed as a waiver thereof. If Corazon has grounds to believe that Client is using the CEO Product for any improper purpose, Corazon may suspend or terminate the License Agreement immediately upon notice to Client.
5. Authorized users of Corazon’s On-line service
Client will identify the individual who will be authorized by Client to have access to the online CEO Product on behalf of Client (“Authorized User”). Client may also appoint secondary agents of Client to access the services. Corazon has no obligation to verify the identity of any person who gains access to the CEO Product by means of Client’s unique login and password. Client is solely responsible for monitoring any use of the CEO Product by its employees or agents and will be responsible to Corazon for any improper or illegal use. Client has a duty to immediately notify Corazon if there is any compromise in the security of its unique login or password.
6. Third-Party Information
In order for Corazon to render CEO Product hereunder it may be necessary for the Client to disclose to Corazon information concerning or obtained from patients, vendors and other third parties. Client represents and warrants to Corazon that all such information heretofore and in the future disclosed to Corazon in pursuance hereof has been and will be disclosed in a manner which does not violate the rights of third parties. Specifically, but without limitation, Corazon’s use of patient information outside of this Agreement shall be limited to data aggregations from which individual patients cannot be identified.
7. Improper Client Conduct
Client will use the CEO Product in accordance with the Agreement and will indemnify Corazon for all liabilities, costs and expenses (including without limitation, reasonable attorneys’ fees) incurred by Corazon from a failure by Client to so comply.
Client will not directly or indirectly transmit to any Corazon server any virus, software program or segment of code (i.e. “Trojan horse,” “trap door,” “Easter egg,” “worm,” “time bomb,”) or other programming design, instruction, or routine that permits unauthorized access to any Corazon Website server or the CEO Product and is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any of the foregoing or any system, data or personal information, or permit or engage in any other fraudulent, illegal, harassing or unauthorized use of the Services.
Client will not (a) breach or attempt to breach the security of the Corazon Website or any related hardware used in connection with the CEO Product.
Client will not allow unauthorized disclosure or copying of any part of the CEO Product or any information obtained from the use of the CEO Product
Client will not remove, obscure or alter any copyright notice, trademark or other proprietary rights notices affixed to or contained within the CEO Product.
Client will diligently preserve the confidential information, business information or intellectual property of Corazon, including all such information that is designated as confidential, or that by its nature would reasonably be expected to be kept confidential (“Confidential Information”) and will exercise at least such care as the party employs to preserve the confidentiality of its own Confidential Information. Client shall not use such information from Corazon, for any purpose not contemplated by this Agreement, and each party shall restrict access to such intellectual property and information to personnel within its organization who need such access in order to perform duties related to this Agreement.
9. Relationship of Parties
The relationship of Corazon to Client is that of independent contractor. This Agreement does not create a partnership, association or other business entity. Neither party has the right to bind the other. Neither this Agreement nor the products to be rendered hereunder are intended for the benefit of third parties. All CEO Product provided by Corazon hereunder are provided only to Client, and Client is solely responsible for whether and how such products (and the advice embodied herein) are used with respect to employees, patients and other third parties.
10. Liability / Indemnification
Corazon’s liability under the Agreement is limited to damages arising solely out of its gross negligence or willful misconduct, and Client hereby releases Corazon and its officers, directors and agents from all claims, demands or damages for other losses. In no event will Corazon’s total liability for any and all losses arising out of or relating to the Agreement exceed the amount paid by Client to Corazon in the twelve months preceding the month in which the claims, losses or damages arise. Under no circumstances will Corazon be liable for special, incidental or consequential damages, including without limitation, lost profit or loss resulting from business interruption even if Corazon has been advised of the possibility or likelihood of such damages. The limitation and exclusions of liability and disclaimers specified in the Agreement will survive termination of the Agreement.
The parties shall indemnify, defend and hold harmless each other, and their respective directors, trustees, officers, agents, employees and affiliates, from and against claims by third parties arising out of or based on the indemnifying party’s gross negligence or intentional act or omission. Corazon shall give Client prompt notice of any such claim, may allow Client to control the defense and/or settlement of such claim, and cooperate with Client in all matters related hereto. The indemnity obligations hereunder shall survive the termination of this Agreement.
11. Change of Law
If any governmental entity shall enact or amend a law or adopt or amend a regulation, or if any governmental entity or court of competent jurisdiction shall adopt or amend an interpretation of a law or regulation that has the effect of (a) prohibiting any right or obligation of a party under this Agreement, or (b) making any such right materially less valuable or any such obligation materially more burdensome to a party, then such party may upon notice to the other party terminate such right or obligation in the geographical area to which such law, regulation or interpretation applies.
12. Force Majeure
Noncompliance with any obligation under this Agreement for reason of force majeure (such as: acts, regulations or laws of any government; war or civil commotion or destruction of materials; fire, earthquake or storm; labor disturbance; failure of public utilities or common carriers; Internet or computer outages and any other causes beyond the reasonable control of the party affected) shall not constitute a breach of this Agreement.
This Agreement and the rights and obligations hereunder shall be binding upon and inure to the benefit of the parties hereto, their respective successors and assigns. This Agreement shall not be assignable by either party without the prior written consent of the other party. Upon written consent of Client which can not be unreasonably withheld, Corazon may assign this Agreement to any other subsidiary of Corazon Consulting, Inc. or to any entity that acquires all of substantially all of the stock or assets of Corazon.
14. Applicable Law.
The Agreement will be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania. Any controversy or claim arising out of or relating to this Agreement, or the breach hereof, shall be brought only in, and the parties consent and submit to the jurisdiction and venue in, the state and Federal courts sitting in Allegheny County, Pennsylvania. The parties irrevocably waive any objection to such venue or that any suit, action or proceeding brought in such courts has been brought in an inconvenient forum
Any notice given in connection with this Agreement shall be sufficient if in writing and delivered by messenger or sent by postage prepaid mail of by facsimile to the address of the recipient below or as changed by the recipient by notice given hereunder. Notices or communications shall be effective when received by or otherwise known to the recipient or its legal representative. This provision is not intended to be exclusive, and any notice actually received shall be sufficient.