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COUNTY SOFTWARE LICENSE AGREEMENT <br />THIS SOFTWARE LICENSE IS GRANTED BY COREMR, L.C., A UTAH <br />LIMITED LIABILITY COMPANY AND IS SOLELY IN FAVOR OF KITTITAS COUNTY <br />FOR USE EXCLUSIVELY AT THE FACILITY IDENTIFIED BELOW. BY EXECUTING <br />THIS SOFTWARE LICENSE AGREEMENT (THE "LICENSE AGREEMENT") AND <br />USING THE SOFTWARE (DEFINED BELOW), THE COUNTY AGREES TO BE <br />BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. THIS LICENSE <br />AGREEMENT IS ENTERED INTO AND IS EFFECTIVE AS OF THE _ DAY OF <br />, 2022. <br />Definitions: <br />Agreement. "Agreement" means that certain Agreement accompanying this <br />License Agreement entered into between CorEMR, L.C. ("CorEMR") and KITTITAS <br />COUNTY pertaining to the provision of electronic medical records software under this <br />License Agreement and the provision of computer hardware, if requested. <br />COUNTY. "County" means Kittitas County, State of Washington. <br />Facility. "Facility" exclusively means the correctional facility operated by the <br />COUNTY located at 205 W 5t" AVE. STE 1 Ellensburg, WA 98926. <br />Software. "Software" and/or "Medical Records Software" means the computer <br />programs provided by CorEMR under this License Agreement for electronic medical <br />records in connection with the accompanying Agreement. <br />You. "You" means the County and the Facility and their respective officers, <br />administrators, employees, agents, independent contractors, and medical staff <br />exclusively at the Facility and the information technology staff exclusively at the Facility. <br />2. License Grant. Provided you comply with all of the terms and conditions of this <br />License Agreement and the accompanying Agreement including timely payment of the <br />Initial Set Up Fee and the Monthly Service Fee as provided in the Agreement, CorEMR <br />grants you a non-exclusive, non -transferable, limited license to use the Software for <br />electronic medical records under the Agreement on one server exclusively at the Facility <br />for so long as the Agreement is in effect and not terminated or expired. Immediately <br />upon the expiration or termination of the accompanying Agreement, this Software <br />License Agreement shall also automatically and without notice terminate and expire and <br />you shall no longer be entitled to use the Software, or any component thereof, except <br />your protocol forms, if any, which you may have caused to be installed thereon. In the <br />event of the termination or expiration of this License Agreement and/or the license <br />granted hereby, you must immediately uninstall and return the Software to CorEMR, <br />including all documentation together with all upgrades, enhancements, modifications and <br />updates and shall not thereafter use the same. <br />3. Backup Copy; Transferability. You may make one backup copy of the Software <br />for archival purposes to backup the Software, provided your backup copy is not installed <br />or used on any computer. You may network this Software internally at the Facility for the <br />sole and exclusive purpose of using the Software through commands, data or <br />