Delivering the Practice of the Future Now

Lytec User License Agreement

License Agreement

END USER LICENSE AGREEMENT

NOTICE:  BEFORE PROCEEDING, PLEASE READ THE FOLLOWING LEGAL AGREEMENT WHICH CONTAINS RIGHTS AND RESTRICTIONS ASSOCIATED WITH YOUR USE OF THE MCKESSON SOFTWARE AND ANY DOCUMENTATION PROVIDED TO YOU BY MCKESSON INFORMATION SOLUTIONS, LLC OR ITS AFFILIATES.

This End-User License Agreement ("EULA") is a legal agreement between you, either an individual or a single entity ("End User" or "You") and McKesson Information Solutions LLC, on behalf of itself and the McKesson Affiliates ("McKesson") for the Software and Clinical Content, as those terms are defined in Section 1.1.1 below, that McKesson provides to End User.  By installing, copying, or otherwise using the Software or Clinical Content, You agree to be bound by the terms of this EULA.  If You do not agree to the terms of this EULA, You may not install or use the Software.

AS FURTHER DESCRIBED BELOW, USE OF THE SOFTWARE ALSO OPERATES AS YOUR CONSENT TO THE TRANSMISSION, FROM TIME TO TIME, OF CERTAIN COMPUTER AND SOFTWARE USAGE INFORMATION TO MCKESSON.

If You have previously entered into a written license agreement directly with McKesson or any of its predecessors, including but not limited to Physicians Micro Systems, Inc., for license of the Software, then this EULA does not apply to You, even if You click "accept" to continue installation.

If You did not obtain the Software either directly from McKesson or from an authorized McKesson reseller, or if You have not paid either McKesson or an authorized McKesson reseller in full for this license, then this EULA offer is rescinded and You are not authorized to install or use this Software.  The term of this EULA ("Term") commences on the date the End User first installs the Software and continues until terminated pursuant to Section 2.5.1.

SECTION 1: SOFTWARE

1.1 Software and Clinical Content

1.1.1 Definitions

  1. "Clinical Content" means medical or clinical information such as terminology, vocabularies, decision support rules, alerts, drug interaction knowledge, care pathway knowledge, standard ranges of normal or expected result values, and any other clinical content or rules provided to End User for use with the Software, together with any related Documentation.  Clinical Content may be either (a) owned by McKesson or (b)  owned by a third party and sublicensed to End User under this EULA.

  2. "Concurrent User" means a Permitted User identified by a unique user ID issued by End User that is one user out of a maximum number of users permitted to access the Software simultaneously.

  3. "Confidential Information" means any information or material, other than Trade Secrets, that is of value to McKesson and is not generally known to third parties, or that McKesson obtains from any third party that McKesson treats as confidential whether or not owned by McKesson.  Confidential Information shall not include information that You can show is: (1) known by You at the time of receipt from McKesson and not subject to any other nondisclosure agreement between the parties; (2) now, or which hereafter becomes, generally known to the public through no fault of You; (3) otherwise lawfully and independently developed by You without reference to Confidential Information; or (4) lawfully acquired by You from a third party without any obligation of confidentiality.

  4. "Data Center" means one data center located in the United States only and operated by End User.

  5. "Documentation" means user guides or operating manuals containing the functional specifications for the McKesson owned software and Clinical Content, as may be reasonably modified from time to time, provided to End User.

  6. "Facility" means one discrete location, in the United States only, where healthcare services are administered by a Provider or Providers or operated by End User as applicable.

  7. "McKesson Affiliates" means NDCHealth Corporation (but specifically excluding PST Services, Inc.) and any U.S. entities that, now or in the future, are controlled by either McKesson Information Solutions LLC or NDC Health Corporation.

  8. "Permitted User" means any individual (a) End User employee, (b) consultant or independent contractor who has need to use the Software based upon a contractual relationship with End User, so long as (i) such consultant or independent contractor is not a McKesson competitor, (ii) End User remains responsible for use of the Software by such consultant or independent contractor, and (iii) such consultant or independent contractor is subject to confidentiality and use restrictions at least as strict as those contained in this EULA, (c) physician with admitting privileges at a Facility, (d) employee of such physician, and (e) medical professional authorized to perform services at a Facility.

  9. "Provider" means specially trained and licensed personnel (e.g., medical doctor, doctor of osteopathy, physician assistant, physical therapist, dietician, and advanced registered nurse practitioner) directly billing for patient care services either (i) under his or her name, (ii) the name of the practice, or (iii) under the name of a supervisory Provider.  "Full-time Providers" are Providers working 20 hours a week or greater. "Part-time Providers" are Providers working less than 20 hours a week or a doctor in residency training.

  10. "Software" means (i) software in object code form only that accompanies this EULA, and (ii) related Documentation (collectively, "Software").

  11. "Term" has the meaning set forth in the fifth paragraph of the Introductory Section

  12. "Trade Secret" means any information of McKesson or that McKesson has acquired from a third party which is not commonly known by or available to the public, which (1) derives economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use, and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.  Trade Secret shall include, but not be limited to, Software, Documentation, Clinical Content and the terms and conditions of this EULA

1.1.2 License Grant

  1. Perpetual License.  Subject to the terms of this EULA, McKesson grants to End User, and End User accepts, a limited, nonexclusive, nontransferable, non-sublicensable, perpetual license to use the Software and Clinical Content for End User's internal purposes.  Depending on the intended usage, Clinical Content may be provided in either paper or electronic formats

  2. The license grant in this Section is expressly subject to the following conditions: (i) the Software may be installed only on equipment at Facilities and Data Centers as specified in Section 1.1.3(c) below, (ii) the Software and Clinical Content may be accessed or used only by Permitted Users in the U.S., (iii) use of the Software and Clinical Content is limited by the usage-based variable(s) as specified in Section 1.1.3(c) below, and (iv) the Software and Clinical Content may be used to provide service bureau or other similar services, or hosted by a third party (e.g. outsourcing or facility management service provider), only if expressly permitted in a separate writing by McKesson.

  3. Third Party Software.  Any software that is owned by a third party and provided to End User with the Software is subject to that license and terms and conditions accompanying such Third Party Software.  McKesson may substitute different software for any Third Party Software, if McKesson reasonably demonstrates the need to do so.

1.1.2 Software License Restrictions

  1. Copying and Modification.  End User shall not to duplicate the Software, except as required for its use in accordance with this Agreement, provided that End User may make one (1) back-up copy of the Software solely for archival purposes. Such back-up copy shall include McKesson's copyright and other proprietary notices, and shall be subject to all the terms and conditions of this EULA.  End User will not alter any trademark, copyright notice, or other proprietary notice on the Software or Documentation, and will duplicate each such trademark or notice on each copy of the Software and Documentation.

  2. Facility Limitation. The Software will be installed only at Facilities and Data Centers as set forth in Section 1.1.3(c) below, except that the Software may be installed on a temporary basis at an alternate location in the U.S. if End User is unable to use the Software at such Facility or Data Center due to equipment malfunction or force majeure event. End User will promptly notify McKesson of the alternate location if such temporary use continues for longer than 30 days

  3. The following additional restrictions apply to the Software as set forth below:
    1. Lytec SU (single user):  Single machine; unlimited named users; no Concurrent Users; No remote access.

    2. Lytec MU (multiple user): Up to 3 Concurrent Users; Installation on a networked system (i.e., no limits on number of machines) present at one or more Facilities or Data Centers, all directly controlled by End User.

    3. Lytec Professional:  Up to five Concurrent Users; Installation on a networked system (i.e., no limits on number of machines) present at one or more Facilities or Data Centers, all directly controlled by End User.

    4. Lytec Client Server: Available to the number of Concurrent Users purchased from McKesson or the McKesson reseller; Installation on a networked system (i.e., no limits on number of machines) present at one or more Facilities or Data Centers, all directly controlled by End User

    5. Lytec MD:  Available to the number of Providers and Concurrent Users purchased from McKesson or the McKesson reseller; One Provider license includes 5 concurrent users; additional Providers or Concurrent Users must be licensed.

    6. Medisoft Basic or Medisoft Original: Single machine; unlimited named users; no concurrent users; No remote access.

    7. Medisoft Advanced: Single machine; unlimited named users; no concurrent users; No remote access.

    8. Medisoft Network Professional: Available to the number of Concurrent Users purchased from McKesson or the McKesson reseller; Installation on a networked system (i.e., no limits on number of machines) present at one or more Facilities or Data Centers, all directly controlled by End User.

    9. Practice Partner:  Available to the number of Providers purchased from McKesson or the McKesson reseller; add-on licenses for some End Users may be licensed on Concurrent User basis if original license was Concurrent User based- please check with Your McKesson reseller; Installation on a networked system (i.e., no limits on number of machines) present at one or more Facilities or Data Centers, all directly controlled by End User.

  4. Current Procedural Terminology (CPT).  The Software may include the Current Procedural Terminology (CPT) code set, maintained by the American Medical Association through the CPT Editorial Panel, describing medical, surgical, and diagnostic services and designed to communicate uniform information about medical services and procedures among physicians, coders, patients, accreditation organizations, and payers for administrative, financial, and analytical purposes (the "CPT").  End User may only use the CPT code set consistent with these terms and conditions set forth on Exhibit A.

1.2 Export Law Assurances
End User may not use or otherwise export or reexport the Software or Documentation except as authorized by United States law and the laws of the jurisdiction in which the Software or Documentation was obtained. In particular, the Software or Documentation may not be exported, transshipped or reexported (1) into (or to a national or resident of) those countries subject to a comprehensive economic sanctions program administered by the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC") (Countries subject to OFAC embargo or sanctions can change at any time and can be reviewed by consulting materials available at http://www.treas.gov/ofac/index.html and http://www.bis.doc.gov); or (2) to anyone on the U.S. Treasury Department list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List, each as they may be amended from time to time and which may be found at http://www.treas.gov/ofac/index.html and http://www.bis.doc.gov.

1.3 Warranty
McKesson warrants to End User that the computer media on which the original Software is recorded will be free of defects in material and workmanship for a period of 30 days from the date of purchase under normal conditions of use and service.  If the media becomes defective within 30 days from the date of purchase, if proof of original purchase can be verified, as End User's sole remedy and McKesson's sole obligation McKesson will replace the Software or at its option, McKesson may refund to End User the original McKesson purchase price.

1.4 Disclaimer
EXCEPT AS STATED IN THE WARRANTY OF SECTION 1.3, THE MCKESSON SOFTWARE AND CLINICAL CONTENT IS PROVIDED "AS IS WITH ALL FAULTS" AND IN ITS PRESENT STATE AND CONDITION.  NO WARRANTY, REPRESENTATION, GUARANTEE, CONDITION, UNDERTAKING OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE CONDITION, QUALITY, DURABILITY, ACCURACY, COMPLETENESS, PERFORMANCE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, QUIET ENJOYMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF THE MCKESSON SOFTWARE OR CLINICAL CONTENT IS GIVEN OR ASSUMED BY MCKESSON AND ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, AS ARE ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE.  MCKESSON DOES NOT WARRANT THAT DEFECTS IN THE MCKESSON SOFTWARE OR CLINICAL CONTENT WILL BE CORRECTED.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MCKESSON OR ANY MCKESSON REPRESENTATIVE OR RESELLER SHALL CREATE A WARRANTY.  MCKESSON DOES NOT WARRANT THAT THE SOFTWARE OR CLINICAL CONTENT WILL YIELD ANY PARTICULAR BUSINESS OR FINANCIAL RESULT.  TO THE EXTENT THAT UPDATED VERSIONS OF THE SOFTWARE OR CLINICAL CONTENT ARE DEVELOPED AND RELEASED BY MCKESSON, END USER ASSUMES ALL RISKS ASSOCIATED WITH USING OLDER VERSIONS OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO THE RISK OF USING OUTDATED CLINICAL CONTENT.

1.5 Audit
Upon reasonable advance notice and no more than twice per calendar year, McKesson may conduct an audit to ensure that End User is in compliance with this EULA. Such audit will be conducted during regular business hours, and End User will provide McKesson with reasonable access to all relevant equipment and records. If an audit reveals that End User's use of any Software or Clinical Content during the period being audited exceeds the usage-based variable(s) licensed by End User, then McKesson may invoice End User for all such excess use based on McKesson's prevailing rate(s) in effect at the time the audit is completed, and End User will pay any such invoice. If such excess use exceeds five percent of the licensed use, then End User will also pay McKesson's reasonable costs of conducting the audit.

SECTION 2: GENERAL TERMS

2.1.1 Confidential Information, Trade Secrets
You shall not use (except as permitted in connection with Your performance hereunder), disclose or permit any person access to any Trade Secrets (including, without limitation, the Software, Clinical Content and Documentation) while such information retains its status as a Trade Secret.  During the Term and for a period of five (5) years thereafter, except as otherwise mandated by law, You shall not use, disclose, or permit any person access to any Confidential Information, except as permitted in connection with Your performance hereunder.  You acknowledge that if You breach this Section 2.1.1, McKesson may have no adequate remedy at law available to it, may suffer irreparable harm, and will be entitled to seek equitable relief.  You agree to protect such Confidential Information and Trade Secrets with no less diligence than You protect Your own confidential or proprietary information.  If disclosure of Confidential Information is required under provisions of any law or court order, You will notify McKesson sufficiently in advance so McKesson will have a reasonable opportunity to object.

2.1.2 Software Usage Information
During registration or activation of software, and then on a regular basis, the Software will send information about the Software and Your use of the Software, to McKesson ("Usage Information").  This Usage Information helps prevent the unlicensed or prohibited use of the Software and also assists McKesson in offering End User other features and services.   Usage Information sent by the Software may include the following: Customer # / serial number; software name; software version; date data was collected; total number of appointments in database; total number of visits in database; total number of transactions in database; for each item in the doctor list: number of appointments in last n days, number of visits in last n days, number of charges in last n days; for each clearinghouse in the system: number of claims submitted in last n days, number of eligibility queries submitted in last n days.  Usage Information transmitted shall not include any individually identifiable information or any protected health information.  End User may opt out of the collection of Usage information by sending notice to McKesson in accordance with Section 2.7 to the attention of the General Manager, Physician Practice Solutions.  The notice must include the Software serial number.

2.1.3 Retained Rights
End User's rights in the Software will be limited to those expressly granted in this EULA. McKesson and its suppliers reserve all intellectual property rights not expressly granted to End User.  All changes, modifications, improvements or new modules made or developed with regard to the Software, whether or not (a) made or developed at End User's request, (b) made or developed in cooperation with End User, or (c) made or developed by End User, will be solely owned by McKesson or its suppliers. End User acknowledges that the Software contains trade secrets of McKesson, and End User agrees not to take any step to derive a source code equivalent of the Software (e.g., disassemble, decompile, or reverse engineer the Software) or to permit any third party to do so.  McKesson retains title to all material, originated or prepared for the End User under this EULA. End User is granted a license to use such materials in accordance with this EULA.

2.1.4 Maintenance Fees
Subject to payment of applicable fees, McKesson provides software maintenance services for Practice Partner Software and Lytec MD Software through an authorized McKesson reseller, or from McKesson, if You obtained the Software directly from McKesson.  The scope and fees for such software maintenance services are set forth in a separate written agreement between You, and either the McKesson reseller or McKesson, as applicable

2.2 Limitation of Liability

2.2.1 Total Damages
MCKESSON'S TOTAL CUMULATIVE LIABILITY UNDER, IN CONNECTION WITH, OR RELATED TO THIS EULA WILL BE LIMITED TO (A) THE TOTAL FEES PAID (LESS ANY REFUNDS OR CREDITS) BY END USER FOR THE SOFTWARE GIVING RISE TO THE CLAIM, WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY, OR OTHERWISE.

2.2.2 Exclusion of Damages
IN NO EVENT WILL MCKESSON BE LIABLE TO END USER UNDER, IN CONNECTION WITH, OR RELATED TO THIS EULA FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOSS OF GOODWILL, WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT MCKESSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

2.2.3 Material Consideration
THE PARTIES ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS ARE A MATERIAL CONDITION FOR THEIR ENTRY INTO THIS EULA.

2.3 Professional Responsibility and Clinical Content Disclaimer
END USER ACKNOWLEDGES AND AGREES THAT ANY CLINICAL CONTENT FURNISHED BY MCKESSON HEREUNDER (WHETHER SEPARATELY OR INCLUDED WITHIN THE SOFTWARE) IS AN INFORMATION MANAGEMENT AND DIAGNOSTIC TOOL ONLY AND THAT ITS USE CONTEMPLATES AND REQUIRES THE INVOLVEMENT OF TRAINED INDIVIDUALS.  END USER FURTHER ACKNOWLEDGES AND AGREES THAT MCKESSON HAS NOT REPRESENTED ITS SOFTWARE AS HAVING THE ABILITY TO DIAGNOSE DISEASE, PRESCRIBE TREATMENT, OR PERFORM ANY OTHER TASKS THAT CONSTITUTE THE PRACTICE OF MEDICINE.

 

2.4 Internet Disclaimer
CERTAIN SOFTWARE PROVIDED BY MCKESSON UTILIZES THE INTERNET. MCKESSON DOES NOT WARRANT THAT SUCH SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.  MCKESSON DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM MCKESSON'S OR END USER'S NETWORK AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES.  ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT END USER'S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF).  ACCORDINGLY, MCKESSON DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

2.5 Termination

2.5.1 Termination
McKesson may terminate the EULA immediately upon notice to End User if End User: (a) materially breaches the EULA and fails to remedy such breach within 60 days after receiving notice of the breach from the terminating party, (b) materially breaches any other contract End User has entered into with McKesson, (c) infringes McKesson's intellectual property rights and fails to remedy such breach within ten (10) days after receiving notice of the breach from the terminating party, (d) materially breaches the EULA in a manner that cannot be remedied, or (e) commences dissolution proceedings or ceases to operate in the ordinary course of business.

2.5.2 Obligations upon Termination or Expiration
Upon the termination or expiration of this EULA, End User will promptly (a) cease using all Software and Clinical Content, (b) purge all Software and Clinical Content from all computer systems (including servers and personal computers), (c) return to McKesson or destroy all copies (including partial copies) of the Software and Clinical Content, and (d) deliver to McKesson written certification of an officer of End User that End User has complied with its obligations in this Section.

2.6 Discount Reporting
An order form or quote may contain a discount that End User is required to report in its cost reports or another appropriate manner under applicable federal and state anti-kickback laws, including 42 U.S.C. Sec. 1320a-7b(b)(3)(A) and the regulations found at 42 C.F.R. Sec. 1001.952(h).  End User will be responsible for reporting, disclosing and maintaining appropriate records with respect to the discount and making those records available under Medicare, Medicaid or other applicable government health care programs.

 

2.7 General
This EULA is governed by and will be construed in accordance with the laws of the State of Georgia, exclusive of its rules governing choice of law and conflict of laws and any version of the Uniform Commercial Code; each party agrees that exclusive venue for all actions, relating in any manner to this EULA will be in a federal or state court of competent jurisdiction located in Fulton County, Georgia.  End User will not assign this EULA without the written consent of McKesson; McKesson may, upon notice to End User, assign this EULA to any McKesson Affiliate or to any entity resulting from reorganization, merger, or sale, and may subcontract its obligations.  Failure to exercise or enforce any right under this EULA is not a waiver of such right.  Neither party is liable for failing to fulfill its obligations due to acts of God or other causes beyond it reasonable control, except for End User's obligation to make payment.  All notices relating to the parties' legal rights and remedies under this EULA must be provided in writing and delivered by: (a) postage prepaid registered or certified U.S. Post mail; or (b) commercial courier.  All notices to McKesson will be sent to the following address with a copy to McKesson's General Counsel:  5995 Windward Parkway, Alpharetta, GA 30005.  This EULA is the complete and exclusive agreement between the parties with respect to the subject matter hereof and may be may be modified, or any rights under it waived, only in a mutually-signed written agreement

2.8 Government Customer Rights
If this Software is provided under a federal government contract, then McKesson intends that any Software provided under this EULA constitute “commercial item(s)” as defined in Federal Acquisition Regulation (“FAR”) 2.101, including any Software, Clinical Content, Documentation or technical data.  Additionally, all Software, Clinical Content, Documentation, or technical data provided by McKesson under this EULA will be considered related to such “commercial item(s)”.  If End User seeks rights in Software, Clinical Content, Documentation, or technical data provided by McKesson under this EULA, then McKesson grants only those rights established under any FAR or FAR Supplement clauses which are flowed down to McKesson under this EULA consistent with the delivery of “commercial item(s).”   If End User contends that any Software, Clinical Content, Documentation, or technical data provided under this EULA does not constitute “commercial item(s)” as defined in FAR 2.101, then End User promptly will notify McKesson of the same, and identify what rights End User contends exist in such Software, Clinical Content, Documentation, or technical data. No rights in any such Software, Clinical Content, Documentation, or technical data will attach other than rights related to “commercial item(s)” unless End User provides such notice to McKesson, and McKesson expressly agrees in writing that such rights are granted under this EULA.

EXHIBIT A

CPT CODES AND TERMINOLOGY

SECTION 1: USER IS AN INDIVIDUAL WHO:

1.1 accesses, uses, and/or manipulates CPT codes and/or descriptions contained in the Software either at the input (the point at which data is entered into the Software), the output (the point at which data, reports, or the like are received from the Software), or both phases of using the Software; or

1.2 accesses, uses, and/or manipulates the Software to produce or enable an output that could not have been created without CPT embedded in the Software even though CPT may not be visible or directly accessible; or

1.3 makes use of an output of the Software that relies on or could not have been created without the CPT embedded in the Software even though CPT may not be visible or directly accessible (excepting that which would constitute fair use, internal reports, and claim forms for specific patients).

SECTION 2:

2.1 The Clinical Content and/or Software  may incorporate the CPT terminology developed and copyrighted by the American Medical Association ("AMA").  The CPT codes and terminology are provided pursuant to a license agreement between McKesson and the AMA.  If End User requires additional User licenses, End User may purchase additional licenses from McKesson and the parties will negotiate in good faith the terms and conditions under which McKesson will make available such additional User licenses.

2.1.1 End User acknowledges that the AMA reserves all rights, whether statutory or common-law, in the CPT terminology and that no rights therein are hereby conveyed to End User except to the extent that End User has been granted a license to the Software.  THE AMA MAKES NO REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED, WITH RESPECT TO CPT, INCLUDING, WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  END USER FURTHER ACKNOWLEDGES THAT THE AMA SHALL NOT BE LIABLE TO END USER FOR ANY DAMAGES OF ANY NATURE WHETHER DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL, ARISING FROM THIS AGREEMENT.  The AMA shall not by reason of the incorporation of the CPT terminology in the Software or by any other reason be deemed a party to this Agreement and End User shall look solely to McKesson for the performance of any obligations due End User hereunder.

2.2 In the event that one or more of the provisions contained in the Agreement shall for any reason be held invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the validity or enforceability of this Exhibit.

2.3 CPT only © 2000, 2001 etc. American Medical Association.  All Rights Reserved.  No fees schedules, basic units, relative values or related listings are included in CPT.  AMA does not directly or indirectly practice medicine or dispense medical services.  AMA assumes no liability for data contained or not contained herein.

2.4 CPT is commercial technical data and/or computer data bases and/or commercial computer software and/or commercial computer software documentation, as applicable which were developed exclusively at private expense by the American Medical Association, 515 North State Street, Chicago, Illinois, 60610.  U.S. Government rights to use, modify, reproduce, release, perform, display, or disclose these technical data and/or computer data bases and/or computer software and/or computer software documentation are subject to the limited rights restrictions of DFARS 252.227-7015(b)(2) (June 1995) and/or subject to the restrictions of DFARS 227.7202-1(a)(June 1995) and DFARS 227.7202-3(a)(June 1995), as applicable for U.S. Department of Defense procurements and the limited rights restrictions of FAR 52.227-14 (June 1987) and/or subject to the restricted rights provisions of FAR 52.227-14 (1987) and FAR 52.227-19 (June 1987), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements.