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Health Forum, LLC

Official UB-04 Data Specifications Manual (“UB-04 Manual”)

By signing the Order Form as part of the Master Agreement with Quality Systems Inc. /NextGen Healthcare that contains the aforementioned Third-Party Product or Service and/or clicking “I ACCEPT” or equivalent language when You or Your organization first uses the Product or Service set forth above, Customer and/or its organization are agreeing to the following terms and conditions that are directly between you and the Third-Party vendor. To the extent you are agreeing on behalf of Customer, you represent and warrant that you are authorized by Customer to do so.

Company’s NextGen® Enterprise Practice Management offering (“Company Product”) includes the UB-04 Manual (“Licensed Content”), which is subject to the following specific terms:

  1. License Grant; Restrictions.
    1. The Licensed Content incorporated into the Company Products is provided solely for the internal business use of the Customer and its End Users; for the avoidance of doubt, this will not include independent contractors.
    2. Solely in connection with Company Products, the Customer and its End Users shall have the right during the term of license granted to the Company Product under the Master Agreement with Company to:
      1. Install and use the Licensed Content on a computer system at each End User location;
      2. Reproduce and distribute excerpts of Licensed Content without modification in various printed and electronic documents solely for purposes of claims processing, billing and patient treatment, via commands contained in the Company Products;
      3. Print limited portions of the Licensed Content on a specific topic, without any modification to the excerpt and solely for the exclusive use of the End User, as long as the source of the excerpt(s), copyright notice specified in Section 2 and government rights notices specified in Section 3 are printed on the printout(s); and
      4. Make copies of the Company Products for back up or archival purposes only; provided that, all copyright notices specified in Section 2 and government rights notices specified in Section 3 appear on all permitted back up or archival copies that are made.
    3. Notwithstanding the foregoing, Customer and its End Users are prohibited from publishing, distributing via the Internet or other public electronic information system (except that Customer may distribute the Licensed Content over the Internet, as included within the Company Products, as needed to transmit claims and clinical records), creating derivative works (including translations), modifying, transferring, selling, leasing, licensing or otherwise making available to any unauthorized party the Licensed Content, or a copy or portion of the Licensed Content.
    4. The Company’s right to provide the Licensed Content to the Customer in connection with the Company Products pursuant to the Master Agreement is dependent upon the continuation of the contractual relationship between Company and Health Forum. If this contractual relationship expires or is otherwise terminated, that portion of the Master Agreement governing Customer’s use of the Licensed Content will be immediately terminated and the Customer will be required to discontinue all use of the Licensed Content pursuant to this Agreement.
    5. Customer shall ensure that anyone with authorized access to the Company Products which contain Licensed Content will comply with the provisions of the Master Agreement.
  2. Copyright Notices. Customer shall include the appropriate copyright notice set forth below in connection with Licensed Content. From time to time, Company may update the Company Products to include updated versions of the Licensed Content (“Updated Products”). When Company provides the Customer with the Updated Products, Company will advise Customer of the appropriate year to be displayed in the copyright notice.
    • UB-04 Manual. This software utilizes codes from OFFICIAL UB-04 DATA SPECIFICATIONS MANUAL, ©2011 American Hospital Association (“AHA”), Chicago, IL, with permission. No portion of OFFICIAL UB-04 MANUAL may be reproduced, sorted in a retrieval system, or transmitted, in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without prior express, written consent of AHA.
  3. U.S. Government Rights Notices. Each Master Agreement with any federal governmental agency shall be deemed to contain the following notices, as applicable.
    • UB-04 Manual. This software utilizes codes from OFFICIAL UB-04 DATA SPECIFICATIONS MANUAL, ©2011 American Hospital Association (“AHA”), Chicago, IL, with permission. No portion of OFFICIAL UB-04 MANUAL may be reproduced, sorted in a retrieval system, or transmitted, in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without prior express, written consent of AHA.
  4. Miscellaneous.
    1. COMPANY AND ITS LICENSOR PROVIDE THE LICENSED CONTENT “AS IS,” AND EXPRESSLY DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, OR PRIOR ORAL OR WRITTEN STATEMENTS BY COMPANY WITH RESPECT TO THE LICENSED CONTENT (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ACCURACY, TIMELINESS, AND COMPLETENESS) TO THE MAXIMUM EXTENT ALLOWED BY LAW. COMPANY AND ITS LICENSOR FURTHER DISCLAIM, AND SHALL HAVE NO LIABILITY FOR, ANY ERRORS, OMISSIONS OR INACCURACIES IN THE LICENSED CONTENT OR ANY USES, MISUSES OR INTERPRETATIONS OF THE INFORMATION CONTAINED IN OR NOT CONTAINED IN THE LICENSED CONTENT. COMPANY AND ITS LICENSOR ALSO DO NOT WARRANT THAT THE LICENSED CONTENT WILL BE ACCESSIBLE IN ANY PARTICULAR HARDWARE/SOFTWARE ENVIRONMENT. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE USE, EFFICIENCY, AND SUITABILITY OF THE LICENSED CONTENT.
    2. Health Forum and its Affiliates are third-party beneficiaries of the Customer Agreement. With respect to the Licensed Content, nothing in this Agreement shall be interpreted or construed as giving any rights or benefits to anyone other than Health Forum, its Affiliates, Company, Customer and its End Users.
    3. The Customer will not contest or challenge (or assist others to so do) Company’s licensor’s rights with respect to the Licensed Content.
    4. The Customer shall keep at its principal place of business complete and accurate records and accounts covering all transactions relating to the Customer Agreement, including a list of all End Users, for at least five years following the year to which such records and accounts pertain. The Customer will also provide Company or its authorized agent with reasonable access, without charge, to review or audit the relevant books, records and systems of Customer to assure compliance with the terms of this Customer Agreement. Company agrees to give the Customer at least fifteen (15) business days’ prior written notice of its exercise of audit rights under the Customer Agreement.