Software Agreement - MHIN, Inc. - Management for Mobile Integrated Community Health Outreach Program

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n i n b. Remedies. Practice's remedies shall be limited to those remedies set forth in this Agreement, including, but not limited to, specific performance of any Services agreed upon in this Agreement, resulting from MHIN's failure to provide any service required under this Agreement. C. LIMITATION OF LIABILITY. MHIN WILL HAVE NO LIABILITY FOR INDIRECT, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF MHIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFITS, LOST BUSINESS OR LOSS OF DATA OR OTHERWISE RELATING TO THE SERVICES OR THE USE OR INABILITY TO USE ANY OF THE SERVICES, MHIN'S TOTAL LIABILITY TO PRACTICE AND ANY OTHER PERSON OR ENTITY, INCLUDING WITHOUT LIMITATION PRACTICE'S PATIENTS, FOR BREACH OF CONTRACT AND ALL OTHER CLAIMS (INCLUDING TORT CLAIMS) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, WILL NOT EXCEED THE FEES PAID BY PRACTICE TO MHIN HEREUNDER DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM. d. ALLOCATION OF RISK. IN THE EVENT THAT THE MHIN SERVICE OR ANY REPORT OR INFORMATION GENERATED BY THE MHIN SERVICE IS USED IN CONNECTION WITH ANY DIAGNOSIS OR TREATMENT BY PRACTICE OR ANY OF PRACTICE'S EMPLOYEES, AGENTS, REPRESENTATIVES, AND THE LIKE, PRACTICE WILL TAKE ALL RESPONSIBILITY IN CONNECTION THEREWITH, INCLUDING RESPONSIBILITY FOR INJURY, DAMAGE AND/OR LOSS RELATED TO SUCH DIAGNOSIS OR TREATMENT. e. The prices and limitations of liability set forth in this Agreement reflect the allocation of risk negotiated and agreed to by the Parties, and the Parties would not enter into this Agreement without these limitations. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy. 12. General a. No Requirement to Refer. Nothing in the Agreement will be construed to require or encourage MHIN or Practice to refer, or to encourage others to refer, patients or other business opportunities to each other or to MHIN's Affiliates. MHIN does not restrict, and will not take any action to limit, Practice's right or ability to use the Services for any patient without regard to payor status. b. Fair Market Value. The Parties hereto agree that the exchange of services contemplated herein has been determined in arm's-length bargaining, and is consistent with fair market value in arm's-length transactions. c. Notice. Any notice required to be given under this Agreement will be in writing, in English, and transmitted via overnight courier, hand delivery or certified or registered mail, postage prepaid and return receipt requested, to a Party at the address set forth on the first page of this Agreement, in the Implementation Plan, or such other addresses as may be specified or updated by written notice. Notices sent in accordance with this Section will be deemed effective when received. d. Entire Agreement. This Agreement and any exhibits hereto contain the full and complete understanding of the Parties with respect to the subject matter hereof and supersede all prior oral and written instruments, communications and understandings by and between the Parties concerning such subject matter, and may only be amended in a writing signed by the Parties. e. Injunctive Relief. The Parties acknowledge that any disclosure of a Party's Confidential Information will result in irreparable injury to the Party, which injury could not be adequately compensated by the payment of money damages. The Parties will be entitled to seek and obtain injunctive relief against any breach or threatened breach of its confidentiality obligations hereunder, in addition to any other legal remedies which may be available. In the event of any actual or threatened breach of MHIN's intellectual property rights or Practice's confidentiality obligations, MHIN is entitled to obtain injunctive and all other appropriate relief from a court of competent jurisdiction, without being required to: (a) show any actual damage or irreparable harm, (b) prove the inadequacy of its legal remedies, or (c) post any bond or other security. Each Party acknowledges and agrees that the covenants contained herein are necessary for the protection of legitimate business interests and are reasonable in scope and content. MHIN Form #3013 Revised: 0810812014 Page 11 of 19