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EULA offer is rescinded and You are not authorized to install or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
(a)
"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.
(b)
"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.
(c)
"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.
(d)
"Data Center" means one data center located in the United
States only and operated by End User.
(e)
"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.
(f)
"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.
(g)
"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.
(h)
"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.
(i)
"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.
(j)
"Software" means (i) software in object code form only
that accompanies this EULA, and (ii) related Documentation
(collectively, "Software").
(k)
"Term" has the meaning set forth in the fifth paragraph
of the Introductory Section.
(l)
"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.
(a)
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.
(b)
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.
(c)
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.
1.1.3
Software License Restrictions.
(a)
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.
(b)
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.
(c)
The following additional restrictions apply to the
Software as set forth below:
i.
Lytec SU (single user):
Single machine; unlimited named users; no Concurrent
Users; No remote access.
ii.
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.
iii.
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.
iv.
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.
v.
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.
vi.
Medisoft Basic or Medisoft Original: Single machine;
unlimited named users; no concurrent users; No remote access.
vii.
Medisoft Advanced: Single machine; unlimited named users;
no concurrent users; No remote access.
viii.
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.
ix.
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.
(d)
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.
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