PRAPARE® EHR TEMPLATE END USER LICENSE AGREEMENT

This END USER LICENSE AGREEMENT (“EULA” or “Agreement”) is between the undersigned user of the PRAPARE® Electronic Health Record (EHR) Template (the “End User”) and the “Licensor,” the National Association of Community Health Centers, Inc., a Maryland non-profit corporation with its principal place of business at 7501 Wisconsin Ave, Suite 1100W, Bethesda, MD 20814. The Licensor and the End User together shall be referred to as the “Parties” and individually shall be referred to as a “Party”.

PLEASE READ THIS DOCUMENT CAREFULLY. BY DOWNLOADING, INSTALLING, USING, OR DISTRIBUTING THE PRAPARE® EHR TEMPLATE, THE END USER ACCEPTS ALL OF THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT. IF THE END USER ACCEPTS THESE TERMS AND CONDITIONS ON BEHALF OF ANOTHER INDIVIDUAL, COMPANY, OR LEGAL ENTITY, THE END USER REPRESENTS AND WARRANTS THAT IT HAS FULL AUTHORITY TO BIND THAT INDIVIDUAL, COMPANY, OR LEGAL ENTITY TO THESE TERMS. IF THE END USER DOES NOT WISH TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT DOWNLOAD, DISTRIBUTE, INSTALL OR USE THE PRAPARE® EHR TEMPLATE.

The Parties agree as follows:1. Definitions

1.1. Project means the grant awarded to the Licensor by the Kresge Foundation, Blue Shield of California Foundation, and Kaiser Permenente Community Health Benefit, which funded, among other activities, the development of the PRAPARE® EHR Template (as defined below) to assist health care providers in collecting data on the social determinants of health.
1.2. Subcontractors means the organizations that collaborated with the Licensor to develop the PRAPARE® EHR Template, including the Oregon Primary Care Association, the Association of Asian Pacific Community Health Organizations, the Institute for Alternative Futures, and four implementation teams comprising OCHIN, Inc., the Alliance of Chicago Community Health Services, Waianae Coast Comprehensive Health Center, and the Health Center Network of New York.
1.3. PRAPARE® EHR Template means the electronic health record (EHR) template for the standardized health risk assessment protocol developed by the Licensor and Subcontractors that the End User is downloading.
1.4 Internal Business Purposes means the use of the EHR by the End User’s agents to record and capture information about the Social Determinants of Health for the sole purpose of providing care to patients of the End User in the ordinary course of business and specifically excludes the incorporation of the PRAPARE® EHR template in data management, collection and processing systems provided to third parties other than the End User. Survey responses may be collected and recorded using manual or digital forms forms developed by End User for its Internal Business Purposes.

2. Limited License
2.1 License. Subject to the provisions of this EULA, the Licensor grants to the End User a personal, non-transferable, non-exclusive, and perpetual (unless terminated as provided herein) license to install and use the PRAPARE® EHR Template solely for its Internal Business Purposes to a maximum of 5,000 (five thousand) patient or client encounters per calendar year. The use of PRAPARE for patient or client encounters exceeding 5,000 per year shall require an independent license.
2.2 Reservation of Proprietary Rights. Title to and ownership of the PRAPARE® EHR Template, including without limitation all intellectual property rights, are and shall remain the exclusive property of the Licensor. The End User shall not take any action to jeopardize, limit, or interfere with such ownership of and rights with respect to the PRAPARE® EHR Template. Except for the license explicitly granted herein, the Licensor reserves all its rights, including those not expressly granted in this EULA.
2.3 No Support. Unless otherwise agreed by the Parties in writing, the Licensor and Subcontractors shall have no obligation to upgrade, update, bug-fix, to provide support or maintenance services, or to provide assistance or consultancy services in relation to the PRAPARE® EHR Template, including for any modifications made by the End User in accordance with this EULA.
2.4 Restrictions on Use. The End User acknowledges and agrees that the End User is licensed to use the PRAPARE® EHR Template only in accordance with the express provisions of this EULA and not further or otherwise. The End User may modify the PRAPARE® EHR Template to meet its Internal Business Purposes needs so long as neither the PRAPARE® EHR Template nor any modified version is used for one of the prohibited uses described in this EULA. The End User shall not sell, lease, rent, transfer, hire-out, license, sub-license, assign, publish, charge, pledge, encumber, commercially exploit, or otherwise profit from the PRAPARE® EHR Template.
2.5 Obligations. The End User shall at all times: (a) effect and maintain adequate security measures to safeguard the PRAPARE® EHR Template from unauthorized access, use, and disclosure; (b) supervise and control access to and use of the PRAPARE® EHR Template in accordance with the provisions of this EULA; (c) upon request, provide the Licensor with contact details for the person responsible for supervising and controlling such access and use; and (d) ensure that, to the extent feasible, the title and ownership of PRAPARE® EHR Template is clearly attributed to the Licensor. The provisions of this Section shall survive the termination of this EULA.

3. Confidential Information
3.1 Confidential Information. In the course of dealings between the Parties, each Party may acquire information or materials about the other Party, its business activities and operations, its technical information and trade secrets, inclusive of the PRAPARE® EHR Template, which are of a confidential or proprietary nature (“Confidential Information”). Without limitation, information will be treated as Confidential Information (i) if it is marked or accompanied by documents clearly and conspicuously designating them as “confidential” or the equivalent; or (ii) if it is identified by the disclosing Party as confidential before, during, or promptly after the presentation or communication.
3.2 Exceptions. “Confidential Information” does not include any information which: (i) was known to the receiving Party before receipt from the disclosing Party; (ii) is or becomes publicly available through no fault, act or omission of the receiving Party; (iii) is rightfully received by the receiving Party from a third party without a duty of confidentiality; (iv) is disclosed by the disclosing Party to a third party without a duty of confidentiality on the third party; or (v) is independently developed by the receiving Party.
3.3 No Use or Disclosure. Each Party shall not disclose the other Party’s Confidential Information to third parties, and shall not use Confidential Information except to exercise its rights and fulfill its duties under this EULA. In addition, each Party shall use the same degree of care, but no less than a reasonable degree of care, as the Party uses with respect to its own similar information to protect the information and to prevent unauthorized use or disclosure. Without limiting the foregoing, neither Party shall disclose Confidential Information of the other Party to its employees who do not have a need to know that information. If a receiving Party is required by a government body or court of law to disclose information, the receiving Party agrees to give the disclosing Party reasonable advance notice so that the disclosing Party may contest the disclosure or seek a protective order. Each Party agrees to use reasonable efforts to return to the other Party, or to destroy (and to certify the destruction in writing to the other Party), all materials containing any Confidential Information of the other Party upon the request of the disclosing Party. Confidential Information received under this Section need only be protected per this Section for five (5) years from first receipt thereof.

4. Disclaimer of Warranties and Limitation of Liability
4.1 Acknowledgements. The End User acknowledges and agrees that PRAPARE® EHR Template is not error-free and that the existence of any errors in the PRAPARE® EHR Template shall not constitute a breach of this EULA by the Licensor or its Subcontractors. The End User further acknowledges and agrees that PRAPARE® EHR Template is provided on an “as-is” and “with all faults” basis and the End User’s installation of, use of, and/or reliance on PRAPARE® EHR Template is at the End User’s sole risk and discretion.
4.2 Viruses. The Licensor does not warrant that the PRAPARE® EHR Template supplied under this EULA shall be free from all viruses. The End User acknowledges and agrees that it is solely the End User’s responsibility to conduct appropriate virus scanning of the PRAPARE® EHR Template prior to installation and use.
4.3 Diagnosis and Treatment. The End User acknowledges that the PRAPARE® EHR Template does not make clinical, medical, or other decisions and is not a substitute for competent, properly trained and knowledgeable staff who bring professional judgment and analysis to the information presented by the PRAPARE® EHR Template. The End User is solely responsible for verifying the accuracy of all patient information and determining the data necessary for the End User to make clinical and diagnostic decisions, as well as for complying with all laws, regulations, and licensing requirements applicable to its delivery of healthcare services.
4.4 No Warranties. The Licensor makes available the PRAPARE® EHR Template free of charge and on an “as is” and “with all faults” basis. As such, the Licensor disclaims all warranties regarding the PRAPARE® EHR Template to the fullest extent permitted by applicable law. The Licensor and its Subcontractors disclaim any and all warranties, representations, and guarantees regarding the PRAPARE® EHR Template, whether express or implied by statute, common law, custom, trade usage, course of dealing or in any other way, including any implied warranty of merchantability, satisfactory quality, fitness for any particular purpose, that the End User is permitted to download and install the PRAPARE® EHR Template, that the PRAPARE® EHR Template will perform as intended, that operation will be secure or error-free, or that it will otherwise meet the End User’s needs and/or requirements.
4.5 Indemnity. The Licensor shall indemnify the End User against any claim or action brought against the End User that is based on or alleges that the PRAPARE® EHR Template, and not the End User’s use of the PRAPARE® EHR Template, directly infringes a U.S. copyright, trademark, or trade secret. The End User shall indemnify the Licensor and Subcontractors from and against any and all losses, damages, claims, demands, liabilities, costs, and expenses of any nature whatsoever that may be asserted against or suffered by the Licensor and/or its Subcontractors which relate to: (a) any use by the End User of the PRAPARE® EHR Template; and/or (b) the development, manufacture, use, supply, or any other dealing in any products or services that were generated from the use of the PRAPARE® EHR Template, including any claims based on product liability laws.
4.6 Limit of Liability. The End User bears sole responsibility and all liability for any loss incurred due to failure of the PRAPARE® EHR Template to meet the End User’s needs and/or requirements. Under no circumstances shall the Licensor and/or its Subcontractors be responsible or liable for any type of special, incidental, indirect or consequential loss, loss of profit, revenue, or anticipated saving, lost, incorrect or spoilt data, loss of use, loss of contracts with third parties, loss of business or loss of goodwill, even if such loss was reasonably foreseeable or the Licensor or its Subcontractors had been advised of the possibility of the same arising. The Licensor does not seek to exclude or limit liability where such exclusion or limitation is precluded from applicable law.

5. Termination
5.1 Termination. The Licensor may, in its sole and absolute discretion, at any time and for any or no reason, suspend or terminate this EULA, and the license granted hereunder, with or without prior notice. Furthermore, if the End User fails to comply with any terms and conditions of this EULA, then it shall terminate automatically, without any notice or other action by the Licensor. The End User may terminate this EULA at any time by ceasing all use of and uninstalling the PRAPARE® EHR Template.
5.2 Consequences of Termination. In the event of termination of this EULA for any reason, any license granted under this EULA shall automatically terminate without further notice, and the End User shall make no further use of, or carry out any other activity in relation to, the PRAPARE® EHR Template.

6. General
6.1 Assignment. The End User may not assign this EULA, in whole or in part, without the prior written consent of the Licensor, which the Licensor will not unreasonably withhold, condition, or delay. The Licensor may assign this EULA, or any of its rights or obligations under this EULA, to any person or entity which succeeds to its business to which this EULA relates and which assumes all of its obligations hereunder in writing. The Licensor shall provide notice of such assignment and, in such an event, the Licensor or its legal successor-in-interest shall remain bound as a guarantor of such obligations. Any attempted assignment in violation of the foregoing will be void and of no effect. The Parties’ rights and obligations will bind and inure to the benefit of their respective successors and permitted assigns.
6.2 Amendments. The Licensor reserves the right, at its sole discretion, to modify or replace this EULA at any time.
6.3 Headings. Section headings have been included only to make it easier to locate the subject matter covered by each provision or subsection and shall not be used in construing this EULA.
6.4 Severability. If any provision of this EULA is held to be invalid or unenforceable, the remainder of this EULA shall remain in full force and effect. Amendments to this EULA may be made by the addition or deletion of wording as appropriate to remove the invalid part or provision but otherwise retain the provision and the other provisions of this EULA to the maximum extent permissible under applicable law.
6.5 No Waiver. Any waiver of any of the provisions of this EULA shall not be effective unless made in writing and signed by the Party against whom its enforcement is sought. No delay, omission, or failure to exercise any right or remedy provided for in this EULA, except as provided herein, shall operate as a waiver.
6.6 Independent Contractors. The Parties shall remain separate and independent entities. None of the provisions of this EULA are intended to create, nor shall be deemed to create, any relationship between the Parties other than that of independent contractors. Neither of the Parties shall be construed to be the agent, partner, co-venturer, employee or representative of the other Party.
6.7 Governing law. The validity, construction, and performance of this EULA shall be governed by and construed in accordance with the laws of the State of Maryland as well as all applicable federal and state laws, regulations, and policies.
6.8 No use of names. Neither Party shall use the names, marks, trade names, trademarks, crests, logos, or registered images of the other Party without that Party’s prior written consent.
6.9 Compliance with Law. At its own expense, The End User shall comply with all applicable laws and regulations regarding its activities related to this EULA.
6.10 Prohibition on Exports. The End User shall not export or re-export, directly or indirectly, the PRAPARE® EHR Template or related technical data provided under this EULA to any foreign country in violation of any United States statute or regulations including, without limitation, the United States Export Administration Act of 1979 and its implementing regulations.
6.11 Entire Agreement. This EULA sets out the entire agreement between the Parties relating to its subject matter and supersedes all prior oral and written agreements, arrangements, or understandings between them relating to such subject matter.