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Elul User License Agreement - CareSuite <br />Page 8 of 10 <br />o wC,CW'-,Fit ar ` sh�lbbe excused from. any delay or failure in performance <br />el X41 e s b Licensee, caused b reason of an occurrence <br />Y Y Y Y <br />or .gen e t lj' ' . le control, including but riot limited to, acts of God, <br />Bart quake, floods, lightning, labor disputes and strikes, other labor or industrial <br />dit 7 Xrces, riots, r , acts of6he ublic eaetny; .insure tions, eml�r oes,�loc4 <br />rI olutions a rmacy art ers om ��ny Nwrs o tact s phort <br />regulations or orders of any government, agencor subdivision thereo�, shortages o. <br />anaterials, rationing, utility or communication failures, casualty, novelty of product <br />manufacture or other unanticipated product development problems, and governmental <br />requirements. The obligations and rights of the party so excused shall be extended on a day- <br />to-day basis for the period of time equal to that of the underlying cause of the delay; <br />provided that such party shall give notice of such force majeure event to the other party as <br />soon as reasonably possible. <br />8.12. Presumptions/Review. In construing the terms of this Agreement, no presumption shall <br />operate in either party's favor as a. result of that party's counsel's role in drafting the terms or <br />provisions hereof. Further, it is agreed that Licensee has had a full and fair opportunity to <br />review the terms herein and to consult with legal counsel before clicking on "I Accept." <br />Accordingly, because Licensee has had ample review opportunities and because Licensee is <br />and was free to elect not to accept these terms, Licensee acknowledges that this is not a. <br />contract of adhesion. <br />8.13. Authority. Each party represents that all corporate action necessary for the <br />authorization., acceptance and delivery of this Agreement by such. party and the performance <br />of its obligations hereunder has been taken. <br />8.14. Legal Expenses. The prevailing party in any legal action brought by one party against <br />the other and arising out of this Agreement will be entitled, in addition to any other rights <br />and remedies it .may have, to reimbursement for its expenses, including court costs and <br />reasonable attorneys' fees. <br />8.15. Government End -Users. The Software and accompanying Documentation are deemed <br />to be "commercial computer software" and "commercial computer software documentation," <br />respectively, pursuant to DEAR Section 227.7202 and FAR Section 2.212, as applicable. <br />Any use, modification, reproduction, release, performing, displaying or disclosing of the <br />Software by the U.S. Government shall be governed solely by the terms of this Agreement <br />and shall be prohibited except to the extent expressly permitted by the terms of this <br />Agreement. <br />mhtml:file://\\lothlorien\filetJploads\work-requests\32769\Quiclunar contract 11 25-17.mht: 11/27/2017 <br />