Signed-Agreement-CorEMR - Laserfiche WebLink

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of any protocol forms that COUNTY claims are proprietary and confidential (the "Confidential Protocol Forms"). Except as set forth below, CoTEMR agrees to keep the Confidential Protocol Forms confidential and not use the same in connection with its Medical Records Software at any correctional FACILITY without COUNTY's prior written consent. ln addition, except as set forth below, CoTEMR agrees to keep the Confidential Protocol Forms confidential and shall not disclose the same, in whole or in part, to any person or entity other than its representatives who need to know about such Confidential Protocol Forms in connection with the performance of CoTEMR's duties under this Agreement, except as otherwise consented to in writing by COUNTY. Notwithstanding the foregoing or anything herein to the contrary, the foregoing restrictions and limitations of CoTEMR's use or disclosure of the Confidential Protocol Forms shall not be applicable to protocol forms identified by the COUNTY on Schedule 2 as Confidential Protocol Forms which; (a) are already substantially or materially known to CoTEMR at the time the Confidential Protocol Forms are disclosed to CoTEMR; (b) have become substantially or materially generally known to the public through no wrongful act of CoTEMR; (c) have been rightfully received by CoTEMR from a third party without restriction on disclosure and without, to the knowledge of CorEMR, a breach of an obligation of confidentiality running directly or indirectly to the other party thereto; (d) have been approved for release by a written authorization by the COUNTY or the FACILITY; (e) have been disclosed pursuant to a requirement of a governmental agency or of law without similar restrictions or other protection against public disclosure, or is required to be disclosed by operation of law; (f) are independently developed by CoTEMR without use, directly or indirectly, of the Confidential Protocol Forms received from the COUNTY or the FACILITY; (g) are furnished to a third party by the COUNTY or the FACILITY without restrictions on the third party's right to disclose the Confidential Protocol Forms; or (h) are disclosed by CoTEMR with the prior written permission of the COUNTY or the FACILITY. 5. PAYMENT. As consideration for the services listed in this Agreement, COUNTY agrees to pay CoTEMR an lnitial Set-up Fee of $15,000.00 and a Monthly Service Fee of $300.00. Any Additional CoTEMR Services/Hardware outlined in Schedule 1 of this agreement shall be paid in full by COUNTY upon execution of this Agreement, or, if applicable, within thirty days of the County's receipt of an invoice for such services if performed after the inception of this Agreement. 6. TERM. The initial term ("lnitial Term") of this Agreement shall be for a period of Three (3) years from the Effective Date, unless sooner terminated as provided in Paragraph B below, and shall be automatically renewed, without notice, on the same terms and provisions, for successive periods of one (1)year each ("Renewal Term(s)"), unless either Party gives written notice of termination to the other at least ninety (90) days prior to the expiration of the lnitial Term or applicable Renewal Term. At the expiration or termination of this Agreement and at the written request of COUNTY, CoTEMR shall remove all of COUNTY's protocol forms from the Medical Records Software at the FACILITY and generally from CoTEMR's Medical Records Software wherever located, and shall not thereafter use the same except under the circumstances set forth in the last sentence of Paragraph 4 above. Effective immediately upon the expiration or termination of this Agreement, the accompanying Software License Agreement shall also automatically and without notice terminate and expire, and the COUNTY and the FACILITY shall no longer use the Medical Records Software, or any component thereof, except the read-only software and COUNTY'S/ FACILITY'S protocol forms, if any, which have been installed thereon all of which shall be in a read-only format. 7. INDEPENDENTCONTRACTOR. A. CoTEMR is an independent contractor, holding itself out to the general public as an independent contractor for other work or contracts as it sees fit; it advertises its services as it sees fit to the general public, maintains its office separate from COUNW, and this Agreement is not exclusive of other CoTEMR agreements, contracts or opportunities. B. An independent contractor relationship is created by this Agreement. COUNTY is interested only in the results to be achieved, and the conduct and control of the service provided by CoTEMR as set forth in paragraph 1 above will lie solely with CorEMR. CoTEMR is not to be considered an agent or employee of COUNTY for any purpose, and the employees of CoTEMR are not entitled to any 4