Healthcare Software Agreement

HEALTHCARE SOFTWARE AGREEMENT

This Healthcare Software Agreement (the Agreement) is entered into as of (Effective Date) by and between:

Parties and Contacts

Recitals and Purpose

Vendor develops, licenses and maintains software and related services for use in healthcare operations. Client desires to obtain a license to use the software and related services as described in this Agreement. The parties agree as follows.

Definitions

"Confidential Information" means information disclosed by either party that is designated confidential or that reasonably should be understood to be confidential. "Protected Health Information" or "PHI" means individually identifiable health information created, received, maintained or transmitted in any form. "Services" means the software, hosting, maintenance, support, upgrades and related professional services provided by Vendor under this Agreement.

License and Scope

Subject to the terms of this Agreement, Vendor grants Client a non-exclusive, non-transferable, revocable license to use the software solely for Client's internal healthcare operations during the Term. The license scope is limited to the number of authorized users and modules set forth in the Scope of Services.

Hosting model (select all that apply): SaaS / Cloud-hosted On-premises deployment Hybrid

Implementation and Acceptance

Vendor will use commercially reasonable efforts to implement the Services in accordance with the implementation schedule. Client will provide reasonable cooperation, test data, and access to personnel. Upon completion of implementation, Client will have calendar days to conduct acceptance testing in accordance with the acceptance criteria set forth in the Scope of Services.

Fees and Payment

Payment terms: . Late payments shall accrue interest at .

Data Protection, Privacy and HIPAA

The parties acknowledge that Services may involve access to PHI. Vendor represents and warrants that it will comply with applicable privacy and security laws governing PHI and will implement administrative, physical and technical safeguards reasonably designed to protect PHI against unauthorized use or disclosure. Vendor will act as a Business Associate where required and execute any required business associate documentation that is consistent with the terms of this Agreement.

Breach notification: Vendor shall notify Client without unreasonable delay and in no event later than after discovery of an unauthorized disclosure of PHI and shall cooperate in investigation and mitigation.

Confidentiality

Each party shall maintain Confidential Information in confidence and shall not use or disclose such information except as necessary to perform under this Agreement or as required by law. Confidentiality obligations survive termination for a period of years.

Warranties and Disclaimers

Vendor warrants that the Services will materially conform to the functional specifications set forth in the Scope of Services for a period of ninety (90) days following acceptance. Vendor's sole obligation and Client's exclusive remedy for breach of this warranty shall be repair or replacement of nonconforming features. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, VENDOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from its breach of this Agreement, gross negligence or willful misconduct. Notwithstanding the foregoing, neither party shall be liable for incidental, consequential, special or punitive damages. The total aggregate liability of Vendor for any and all claims arising under this Agreement shall not exceed .

Term and Termination

The initial term shall be years commencing on the Effective Date. This Agreement shall automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least days prior to the end of the then-current term. Either party may terminate for material breach if the breach is not cured within days after written notice.

Support, Maintenance and Service Levels

Vendor will provide support and maintenance in accordance with the Service Level Agreement. Vendor will use commercially reasonable efforts to achieve an uptime percentage of and initial response times to severity 1 incidents of hours.

Audit Rights and Recordkeeping

Client may audit Vendor's relevant policies and controls related to PHI and the Services upon reasonable prior written notice and during normal business hours, not more than once annually, provided that Client pays Vendor's reasonable costs for any audit that reveals no material noncompliance. Audit notice shall be provided at least days in advance.

Insurance

Vendor shall maintain commercial general liability and cyber liability insurance with limits not less than and shall provide certificates of insurance upon request.

Assignment and Subcontracting

Neither party may assign this Agreement without the prior written consent of the other party, except that Vendor may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets, provided that any assignee assumes Vendor's obligations hereunder. Vendor shall remain responsible for acts and omissions of subcontractors.

Force Majeure

Neither party shall be liable for delays or failures to perform due to causes beyond its reasonable control, including acts of God, labor disputes, pandemics, governmental actions, utilities or telecommunications failures, or cybersecurity attacks not caused by the party's negligence.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the state of without regard to conflict of laws principles. The parties will attempt in good faith to resolve disputes through negotiation prior to initiating litigation or arbitration.

Notices

Notices under this Agreement shall be in writing and delivered to the contact information below for each party:

Records Return and Data Portability

Upon termination or expiration, Vendor shall, at Client's direction, return or securely delete PHI and other Client data within days. Exported data deliverables shall be provided in a commonly used machine-readable format.

Miscellaneous

This Agreement, together with any exhibits or statements of work, constitutes the entire agreement between the parties and supersedes all prior agreements. Amendments must be in writing and signed by authorized representatives of both parties.

Signatures

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