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Agreement #ZO02306005
<br />2.4.7.1. Lessee Content. As between Lessor and Lessee, Lessee will retain all right, title and interest in and to all data, information or other content provided
<br />by Lessee in its use of the ASP Services ("Lessee Content"); provided, however, that Lessor may de -identify Lessee Content and use it for any lawful purpose
<br />not prohibited by HIPAA.
<br />2.4.7.2. Security. Subject to Lessee's obligations under this ASP Agreement, Lessor will implement commercially reasonable security measures within the
<br />ASP Services in an attempt to prevent unlawful access to Lessee Content by third parties. Such measures may include, where appropriate, use of updated
<br />firewalls, commercially available virus screening software, logon identification and passwords, encryption, intrusion detection systems, logging of incidents,
<br />periodic reporting, and prompt application of current security patches and virus definitions.
<br />2.4.7.3. Retention of Lessee Content. Although Lessor will use commercially reasonable efforts to maintain the integrity of the Lessee Content, to back up
<br />the Lessee Content, and to provide full and ongoing access to the ASP Services, loss of access to the ASP Services and loss of Lessee Content may occur.
<br />Lessee will be responsible for compliance with all records retention requirements applicable to Lessee. Lessor will not be responsible for any loss, corruption
<br />of or inaccessibility of the Lessee Content due to interruption in the ASP Services or otherwise arising out of circumstances not within Lessor's control.
<br />2.4.7.4. Availability of Lessee Content. It is Lessee's responsibility to maintain any Lessee Content that it requires for archival purposes, ongoing management
<br />of its operations and compliance with applicable records retention requirements. Unless specified otherwise in the Master Agreement, Lessor will store Lessee
<br />Content, other than Inactive Lessee Content as defined below (the "Active Lessee Content"), in Lessor's working data set until the earlier of (i) five years
<br />(calculated from the date of creation of such Lessee Content, or Lessor's receipt of such Lessee Content, whichever is later) or (ii) the expiration or termination
<br />of this ASP Agreement or the Schedule under which such Active Lessee Content was stored (the "Active Retention Period"). Upon the expiration of the
<br />Active Retention Period, Lessor will notify Lessee in writing and will provide Lessee the option, which Lessee shall exercise by informing Lessor in writing,
<br />within 30 days of receiving the notice, that either (a) Lessee wishes to receive Active Lessee Content in a database determined by Lessor in its sole and absolute
<br />discretion (a "Database"), or (b) Lessee will pay Lessor, at Lessor's then -current storage rates and upon Lessor's then -current terms and conditions, to continue
<br />to store the Active Lessee Content. If Lessee fails to exercise one of the foregoing options within such 30-day period, Lessor will have the right to destroy the
<br />Active Lessee Content. During the time Lessor stores Lessee Content for Lessee hereunder, Lessor may periodically identify Lessee Content that has had no
<br />activity associated with it for at least 180 days ("Inactive Lessee Content") and will notify Lessee in writing of its intent to remove the Inactive Lessee Content
<br />from Lessor's working data set and destroy such data, unless Lessee requests, in writing, within 30 days of receiving the notice from Lessor, that either (z)
<br />Lessee wishes to receive the Inactive Lessee Content in a Database, or (y) Lessee will pay Lessor, at Lessor's then -current storage rates and upon Lessor's
<br />then -current terms and conditions, to continue to store such Inactive Lessee Content. If Lessee fails to exercise one of the foregoing options within such 30-
<br />day period, Lessor will have the right to destroy the applicable Inactive Lessee Content in its possession or under its control. Except for this Section 3.4.7.4,
<br />the terms of Section 3.4 (including, without limitation, the Unplanned Downtime Goal) do not apply to Lessee's access of Inactive Lessee Content. Lessee
<br />represents, warrants and agrees that it (A) is solely responsible for determining the retention period applicable to it with respect to Lessee Content maintained
<br />by Lessor; (B) has consulted with or has had the opportunity to consult with legal, information governance or records management professionals; and (C) is
<br />not relying upon Lessor to assist with determining the records maintenance or retention requirements applicable to it.
<br />2.4.8. Modifications. Changes to this Section 2.4 may be made from time to time at Lessor's sole discretion. Lessee will be notified of any such changes
<br />that are material.
<br />3. Implementation Services. Lessor shall provide ASP Services implementation, training and any related services identified in a Schedule (the
<br />"Implementation Services"). Lessee shall, in a timely manner and at its own expense, cooperate and provide or make available to Lessor access to the Lessee's
<br />premises, systems, telephone, terminals and facsimile machines and all relevant information, documentation and staff reasonably required by Lessor to enable
<br />Lessor to perform the Implementation Services. Lessee acknowledges that any time frames or dates for completion of the implementation Services set out in a
<br />Schedule are estimates only and the ability to meet them is influenced by a range of factors including, without limitation, response times and level of cooperation
<br />of Lessee. Any obligations as to time are therefore on a "reasonable efforts" basis only and Lessor shall not be liable for failure to meet time frames or
<br />completion dates unless solely due to Lessor's gross negligence.
<br />4. Support Services. Lessor shall provide the following Support Services for ASP Services, except that Lessor will have no obligation to provide such
<br />Support Services if any payments are past due.
<br />4.1. Support.
<br />4.1.1. Emergency Support. Lessor shall provide telephone support to Lessee for 24 hours a day, 7 days a week, to address Errors that prevent Lessee from
<br />using Supported ASP Services for a purpose for which Lessee has an immediate and material need. "Supported ASP Services" means the ASP Services for
<br />which Lessee has paid the then -current Fees. "Supported Environment" means a browser and other technical environment that supports the use of the ASP
<br />Services in accordance with the Documentation. "Error" means a reproducible defect in the Supported ASP Services when operated in accordance with the
<br />Documentation in a Supported Environment that causes the Supported ASP Services not to operate substantially in accordance with such Documentation.
<br />4.1.2. Technical Support. Lessor shall provide telephone support to Lessee during 6 a.m. to 6 p.m. Eastern Time, Monday to Friday, excluding Lessor holidays
<br />("Business Hours") to address all other Errors relating to any Supported ASP Services. Such telephone support will include (i) clarification of functions and
<br />features of the Supported ASP Services; (ii) clarification of the Documentation; (iii) guidance in operation of the Supported ASP Services; (iv) assistance in
<br />identifying and verifying the causes of suspected Errors in the Supported ASP Services; and (v) advice on bypassing identified Errors in the Supported ASP
<br />Services, if reasonably possible. Responses to such reporting shall be provided at a minimum within twenty-four (24) hours during Business Hours.
<br />4.1.3. Resolution. Lessor shall use commercially reasonable efforts to provide a modification or workaround to Supported ASP Services that resolves an Error
<br />in all material respects ("Resolution").
<br />4.1.4. Expenses. Support Services provided hereunder shall be provided from Chelmsford, Massachusetts or Broomfield, Colorado, as determined in Lessor's
<br />sole discretion. Should Lessee request that Lessor send personnel to Lessee's location to resolve any Error in the Supported ASP Services, Lessor may charge
<br />Lessee a fee of $2,500 for each day Lessor personnel is at Lessee's location.
<br />4.1.5. Exceptions. Lessor shall have no responsibility under this ASP Agreement to fix any Errors arising out of or related to the following causes: (a) Lessee's
<br />modification or combination of the Access Software (in whole or in part), (b) use of the Supported ASP Services in an environment other than a Supported
<br />Environment; or (c) accident; unusual physical, electrical or electromagnetic stress; neglect; misuse; failure or fluctuation of electric power, air conditioning or
<br />humidity control; failure of media not furnished by Lessor; excessive heating; fire and smoke damage; operation of the Supported ASP Services with other
<br />media and hardware, software or telecommunication interfaces; or causes other than ordinary use. Any corrections performed by Lessor for such Errors shall
<br />be made, in Lessor's reasonable discretion, at Lessor's then -current time and material charges. Lessor will provide the Support Services only for the most
<br />current release and the one immediately preceding major release of any Access Software. Notwithstanding anything to the contrary in the Master Agreement,
<br />(i) Lessor may cease providing Support Services for any ASP Services upon at least six (6) months advance notice to Lessee of such cessation and (ii) Support
<br />Services do not cover Third Party Products or Services (defined below).
<br />4.2. Conditions and Limitations. Lessee shall provide Lessor with access to Lessee's personnel and its equipment. This access must include the ability to
<br />remotely access the equipment on which the Supported ASP Services are operating and to obtain the same access to the equipment as those of Lessee's
<br />employees having the highest privilege or clearance level. Lessor will inform Lessee of the specifications of the remote access methods available and associated
<br />software needed, and Lessee will be responsible for the costs and use of said equipment. Fees for third party software and services are set by the owner of such
<br />software.
<br />5. Warranties.
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