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Nuance Dragon Products

Healthcare Master Agreement

Exhibit A - HIPAA BAA Addendum
Exhibit B - Schedules
- The Dragon Medical Practice Edition (DMPE)
  - EULA
- Dragon Medical Network Edition (DMNE and DM360) - Client License
  - EULA
- Dragon Medical Network Edition (DMNE) – FTE Client License
- Dragon Medical Network Edition (DMNE) – FTE Enterprise Site License
- Nuance Management Server for Dragon Medical Network Edition
- Dragon Medical One (DMO) - User Licenses
  - Order T&s
  - EULA
  - Hosted Services SLA
  - 360 Development Platform - Network Guidelines
- Dragon Medical One - User Licenses with Pilot License Option
- PowerMic Mobile - User Licences
  - EULA
  - Hosted Services SLA

Dragon Medical One (DMO) - Order T&Cs

By executing this Order/Agreement with NextGen Healthcare, Client acknowledges and agrees that:

All Nuance Software, Equipment and Services provided to Client under this Quote or Order are governed by the terms of the Nuance End User License Agreement which consists of the Healthcare Master Agreement, including the additional Schedules applicable to each Nuance software and hosted service specified in this Quote or Order, all of which are incorporated by reference in this Order and are posted at https://www.nextgen.com/third-party-agreements;
Customer represents that it has reviewed all of the terms and conditions of the Nuance Healthcare Master Agreement and related Schedules and attachments and agrees to be bound by the terms and conditions of the Nuance Healthcare Master Agreement, Schedules and attachments without modification;
Customer has reviewed the "360 Development Platform - Network Guidelines" and understands its obligations to meet minimum network/connectivity requirements at its practice/locations to access the Hosted Services, all of which are posted at https://www.nextgen.com/third-party-agreements;
The initial term for Hosted Services will be 36 months (the "Service Term" referred to in the applicable Schedules) at the per-user monthly fee for the number of users as identified in the Quote or Order, and then subject to automatic annual renewals at the then prevailing per-user monthly fee thereafter, unless the Customer provides at least 90 days' advance written notice to terminate in full or for any applicable user counts before the beginning of the next renewal period;
Client understands that the initial term and billing for Hosted Services will begin on receipt of the Nuance "Welcome Kit" that will include all pertinent instructions on how to access and use the Hosted Services; and,
Client further acknowledges that Nuance shall be a third party beneficiary of the Client Order with the right to enforce Client's payment obligation. Late payment by Client shall constitute a material breach of the End User License Agreement that would entitle Nuance to suspend Hosted Services until undisputed past due amounts are paid and to exercise other rights and remedies allowed by the End User License Agreement

Dated: November 29, 2016

Healthcare Master Agreement

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE EXECUTING THE ORDER. This Healthcare Agreement, including all Exhibits and Schedules (together, the "Agreement"), is between Nuance Communications, Inc. ("Nuance") and you ("Company), the party to the Order with Authorized Reseller. By executing the Order, Company accepts, and is bound by, all of the terms and conditions of the Agreement. Company agrees that this Agreement is like any written negotiated agreement signed by Company. If Company does not agree to the terms and conditions of this Agreement, do not execute the Order. Nuance and Company are sometimes referred to individually as a "Party" and collectively as the "Parties".

General Terms and Conditions

Definitions
In addition to the terms defined elsewhere in this Agreement, the following terms used in this Agreement shall have the meanings set forth below:
1. "Affiliates" means any entity that is directly or indirectly controlled by, under common control with, or in control of a Party to this Agreement. For these purposes, an entity shall be treated as being controlled by another if: (i) that other entity has fifty percent (50%) or more of the votes in such entity, or (ii) is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.
2. "Authorized Reseller" means Nuance's authorized reseller, Quality Systems, Inc., with offices at 18111 Von Karman Avenue, Suite 600, Irvine, CA 92612.
3. "Authorized User(s)" are those individuals who are authorized, subject to the terms and conditions of this Agreement, to access and use the Nuance Software and/or Hosted Services, which individuals are limited to those identified in the applicable Schedule.
4. "Data" means the audio and/or text data input, all data elements output (e.g. interpretation of clinical contents xml or other format), associated transcripts or medical reports, whether in draft or final form, any information received from Company from any Order under this Agreement, or any other clinical information received by Nuance from Company under this Agreement.
5. "Documentation" means the administrative guide and user's guide provided by Nuance to Company to facilitate the use of the Nuance Products and Hosted Services.
6. "Equipment" means Nuance Equipment and Third Party Equipment, collectively.
7. "General Terms and Conditions" means the term of this Agreement contained under the heading "General Terms and Conditions".
8. "Hosted Service" means a Nuance proprietary subscription-based software as a service (SaaS) offering specified in an Order; as more particularly described in the applicable Schedule.
9. "Maintenance Services" means the services that Nuance provides, pursuant to an Order, to maintain Software and Equipment (as applicable), as more fully described at URL http://support.nuance.com/healthcare under "Healthcare Hardware and Software Maintenance Options," or as otherwise provided in an applicable Schedule. Maintenance Services for any period shall mean the then current Maintenance Services terms and conditions in effect as of the date of purchase of such Maintenance Services.
10. "Nuance Equipment" means Nuance manufactured hardware specified in an Order.
11. "Nuance Products" means the Nuance Software and Nuance Equipment, collectively.
12. "Nuance Software" means the object code version of any Nuance proprietary software product specified in an Order, including all corrections, modifications, enhancements, Updates and Upgrades (if any) thereto that Nuance may provide to Company under this Agreement, and all related Documentation.
13. "Order" means an order for Software licenses, Equipment and/or Services that is signed and issued by Company to Authorized Reseller; and (a) lists the Software licenses (including number of license units and license type), Equipment and/or Services that Company is ordering; (b) includes the Statement of Work (if any); and (c) to which, this Agreement is attached (physically or by reference).
14. "Professional Services" means any installation, project management and/or consulting services provided by Nuance pursuant to an Order, as specified in an Order, and which may be more fully described in a Statement of Work.
15. "Schedule" means each of the schedules indicated in Exhibit B of this Agreement, which schedules are a part of the Agreement that define the specific terms that apply to the applicable Nuance Products and Services.
16. "Services" means Maintenance Services, Training Services, Professional Services, Hosted Services and/or Transcription Services, as applicable.
17. "Software" means Nuance Software and Third Party Software, collectively.
18. "Statement of Work" or "SOW" means the supplement to an Order, setting forth, in more detail, the Professional Services and/or Training Services purchased under the Order.
19. "Term" is as defined in Section 6.1 of the General Terms and Conditions.
20. "Third Party Equipment" means any third party manufactured hardware (provided by Nuance) specified in an Order.
21. "Third Party Software" means any third party proprietary software (provided by Nuance) specified in an Order.
22. "Training Services" means any training services provided by Nuance pursuant to an Order, as specified in an Order.
23. "Transcription Services" means any transcribing services and/or editing services provided by Nuance pursuant to an Order, as specified in an Order and more fully described in the Schedule for Transcription Services.
24. "Update" means a release of Nuance Software, issued as part of Maintenance Services (or an Authorized Reseller maintenance plan authorized by Nuance), that may include minor feature enhancements, and/or bug fixes and/or fixes of minor errors and/or corrections, and typically is identified by an increase in a release or version number to the right of the first decimal (for example, an increase from Version 5.1 to 5.2 or from Version 5.1.1 to 5.1.2). "Update" shall not be construed to include Upgrades.
25. "Upgrade" means a release of Nuance Software, issued as part of Maintenance Services (or an Authorized Reseller maintenance plan authorized by Nuance), that may include some feature enhancements and/or additional capabilities (functionality) over versions of the Nuance Software previously supplied to Company, and typically is identified by an increase in the release or version number to the left of the decimal (for example, an increase from Version 5.2 to Version 6.0). Upgrades do not include new software and/or products that Nuance, in its sole discretion, designates and markets as being independent from the Nuance Software.
SCOPE OF AGREEMENT. Subject to the terms and conditions of this Agreement, Company is obtaining the Software licenses, Equipment, and Services from Authorized Reseller.
GRANT OF RIGHTS.
1. Software
  1. License Grant. Subject to the terms and conditions of this Agreement, Nuance hereby grants to Company, and Company accepts, a limited, non-exclusive, non-transferable, non-sub-licensable license to permit its Authorized Users to use the Nuance Software (listed in the applicable Order) strictly in accordance with the license grant specified in the applicable Schedule; provided such use is (i) commensurate with the intended use of the Nuance Software (as prescribed in this Agreement and the applicable Documentation), and (ii) solely for Company's internal business purposes.
  2. Third Party Software. Third Party Software supplied by Nuance is subject to the terms and conditions of this Agreement and the applicable third party terms.
  3. Updates and Upgrades. Upon installing any Update or Upgrade to Nuance Software, Company shall discontinue use of the previous version of such Nuance Software and Company will be licensed to use only the updated or upgraded version of the Nuance Software, in accordance with the license granted by Nuance with respect to such Nuance Software. Company will not be entitled to Updates and Upgrades if it is not under a current Nuance-authorized maintenance services plan with Nuance (or Authorized Reseller, if applicable) under which Updates and Upgrades are made available.
2. Equipment. Equipment supplied by Nuance is subject to the terms and conditions of this Agreement and, if Third Party Equipment, the applicable third party terms.
3. Services.Subject to the terms and conditions of this Agreement, Nuance will provide the Services, as may be specified in an Order.
  1. Maintenance Services. If purchased, Nuance will provide the annual Maintenance Services indicated in the Order. After the initial annual Maintenance Services term, an invoice will be issued to Company, in accordance with Nuance's renewal policy, for subsequent one-year terms of Maintenance Services, at least thirty (30) days prior to the end of the then-current Maintenance Service term, if Maintenance Services for the applicable Software and/or Equipment is made available by Nuance. Company shall, if it wishes to renew annual Maintenance Services for the applicable Software and/or Equipment, pay the invoice for renewal Maintenance Services, in full, within thirty (30) days of the date of such invoice. Company acknowledges that failure to pay such invoice within such 30 day period will result in Maintenance Services expiring with respect to such Software and/or Equipment. Unless expressly stated otherwise in the applicable Schedule or Order, Maintenance Services provided hereunder will commence on the date of initial delivery of the applicable Software and/or Equipment (or anniversary thereof if Company is purchasing renewal Maintenance Services). To purchase Maintenance Services with respect to any Software or any Equipment, Company is required to purchase Maintenance Services for all licenses of such Software and all units of such Equipment respectively. Maintenance Services will be subject to the then current Maintenance Services terms and conditions in effect as of the date of purchase of such Maintenance Services. Unless otherwise agreed, Nuance shall not be obligated to provide Maintenance Services for, or required as result of (i) any Software or Equipment modified by anyone other than Nuance; (ii) any Software or Equipment used for other than its intended purpose; (iii) any Software or Equipment used with any equipment not specified as compatible with the Software or Equipment in its Documentation; (iv) any Software or Equipment being used with software not supplied by Nuance in conjunction with such Software or Equipment, or specified in the applicable Documentation as compatible with the respective Software or Equipment; (v) any Software or Equipment (or any associated equipment, software or firmware) which Customer failed to properly install or maintain; (vi) any willful misconduct or negligent action or omission of Customer, (vii) any computer malfunction not attributable to the Software or Equipment; or (viii) damage to Software or Equipment from any external source, including computer viruses not attributable to Nuance, computer hackers, or force majeure events. For the avoidance of doubt, this Section 3.3.1 does not apply to maintenance and support services for term-based Software licenses and subscription-based Hosted Services that Nuance will provide to the Company without cost as part of the Company's license fees or subscription fees as indicated in the Schedule for the applicable Software or Hosted Service.
  2. Training Services. Unless otherwise agreed to by the Parties, Training Services will be held at a designated Nuance location during Nuance's standard business hours, excluding Nuance recognized holidays. If the Parties agree to hold any Training Services at Company's site, all such Training Services (including associated travel time) will be conducted between the hours of 8:00 a.m. to 5:00 p.m. local Company site time, Monday through Friday, excluding Nuance recognized holidays. Company shall ensure that all Training Services attendees are or will be Authorized Users and have the skills and experience to participate in the training sessions.
  3. Professional Services. Unless otherwise agreed to by the Parties, all Professional Services (including associated travel) will be conducted between the hours of 8:00 a.m. to 5:00 p.m. local Company site time, Monday through Friday, excluding Nuance recognized holidays.
  4. Hosted Services. Hosted Services and Nuance support for Hosted Services will be as further described in, and will be provided by Nuance in accordance with, the applicable Schedule.
  5. Transcription Services. Transcription Services will be as further described in, and will be provided by Nuance in accordance with, the applicable Schedule.
  6. On-Location. If Nuance will perform Services at a location other than a Nuance facility, Company shall provide or arrange for the necessary equipment, information, and facilities required by Nuance to perform such Services, as specified by Nuance
4. Proprietary Rights; Restrictions. Notwithstanding any use of the term "sale," "purchase" or other similar terms in this Agreement, Nuance and its licensors retain all right, title and interest in and to the Software, Services and Documentation, and any derivative works thereof, including, but not limited to, all patent, copyright, trade secret, trademark and other intellectual property rights associated therewith. Without limiting the generality of the foregoing, Company will not itself, directly or indirectly, and will not permit Authorized Users, other employees or contractors, or any third party to: (i) access the Hosted Services with software or means other than as described in this Agreement; (ii) submit any automated or recorded requests to the Hosted Services except as otherwise provided in this Agreement; (iii) modify, port, translate, or create derivative works of the Software, Services, or Documentation; (iv) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, or algorithms of the Software or Services by any means (except to the extent permitted by mandatory laws); (v) sell, lease, license, sublicense, copy, assign, transfer, share, market, or distribute the Software, Services or Documentation, except as expressly permitted in this Agreement; (vi) grant any access to, or use of, the Nuance Software or Services through a service bureau, timesharing or application service provider basis; (vii) remove any proprietary notices, labels or marks from the Software, Services or Documentation; (vii) release to a third party the results of any benchmark testing of the Software or Services; or (viii) defeat or circumvent any controls or limitations contained in or associated with the use of the Software. In no event shall anything in this Agreement or in Nuance's conduct or course of dealing convey any license, by implication, estoppel or otherwise, under any patent, copyright, trademark or other intellectual property right not explicitly licensed. All rights not expressly granted to Company under this Agreement are reserved by Nuance and/or its licensors.
5. Authorized Users. Company is responsible for each Authorized User's compliance with the terms of this Agreement and guarantees each Authorized User's full and faithful compliance with the terms of this Agreement. Company will be liable for any act or omission by an Authorized User that, if performed or omitted by Company, would be a breach of this Agreement. Except to the extent of Nuance's liability under Section 11.1, Company will, at its expense, defend any and all claims, actions, suits, or proceedings made or brought against Nuance by any Authorized User with respect to this Agreement (each, a "User Claim"), and pay any losses, claims, costs, expenses, damages, or liabilities (including reasonable attorneys' fees) sustained or incurred by Nuance arising from a User Claim.
6. Notice of Unauthorized Use. Company shall promptly notify Nuance upon learning of any actual or suspected unauthorized possession or use of any Software or Hosted Services supplied under this Agreement.
MEDICAL CARE RESPONSIBILTY. COMPANY ACKNOWLEDGES (a) THAT SPEECH RECOGNITION, NATURAL LANGUAGE PROCESSING, AND MEDICAL FACT EXTRACTION ARE STATISTICAL PROCESSES, THAT INACCURACIES ARE INHERENT IN SUCH PROCESSES AND THE OUTPUT FROM PRODUCTS AND SERVICES EMPLOYING SUCH PROCESSES, AND THAT THE SOFTWARE AND HOSTED SERVICES MAY EMPLOY ONE OR MORE SUCH PROCESSES; AND (b) THAT ERRORS (INCLUDING HUMAN ERRORS) ARE INHERENT IN TRANSCRIPTION SERVICES. COMPANY FURTHER ACKNOWLEDGES THAT INACCURACIES AND ERRORS ARE INEVITABLE, AND AGREES THAT IT IS THE SOLE RESPONSIBILITY OF COMPANY (AND ALL AUTHORIZED USERS) TO IDENTIFY AND CORRECT ANY INACCURACIES AND ERRORS BEFORE USING AND/OR RELYING ON THE RESULTS OF THE USE OF ANY SOFTWARE, HOSTED SERVICES AND/OR TRANSCRIPTION SERVICES PROVIDED UNDER THIS AGREEMENT. ACCORDINGLY, COMPANY SHALL INDEMNIFY, AND HOLD HARMLESS, NUANCE AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND AGENTS (EACH, AN "INDEMNIFIED PARTY") FROM AND AGAINST ALL LIABILITIES, LOSSES, COSTS, DAMAGES, CLAIMS AND EXPENSES ARISING OUT OF, OR RELATED TO, ANY CLAIMS OR SUITS BROUGHT OR MADE AGAINST ANY INDEMNIFIED PARTY BY REASON OF, OR ARISING FROM, ANY ALLEGATION THAT THE USE BY COMPANY, OR ANY AUTHORIZED USER, OF ANY SOFTWARE, HOSTED SERVICES AND/OR TRANSCRIPTION SERVICES DIRECTLY OR INDIRECTLY CAUSED OR CONTRIBUTED TO THE WRONGFUL DEATH OR PERSONAL INJURY OF A THIRD PARTY TO WHOM COMPANY OR AN AUTHORIZED USER OFFERED OR PROVIDED MEDICAL-RELATED SERVICES.
PAYMENT AND DELIVERY. Company is responsible for paying Authorized Reseller all fees indicated in the Order, and all applicable taxes and assessments related thereto in accordance with Company's agreement with the Authorized Reseller. The provisions Section 5.1 through and 5.5 below will apply only in the event that any fees are payable directly to Nuance under this Agreement, as indicated in the Agreement or a Schedule or based on an order that Company places directly with Nuance.
1. Fees Nuance shall invoice Company for any fees and other charges payable to Nuance under this Agreement, as indicted in the Agreement, and Company shall pay to Nuance all fees and other charges specified in such invoice. All fees due to Nuance under the Agreement are non-cancelable.
2. Expenses. Prices do not include travel expenses that may be incurred in the course of providing Services, including, but not limited to, transportation, meals, lodging and other living expenses. Company shall pay or reimburse Nuance for all such charges and expenses reasonably incurred.
3. Taxes. Company shall pay all taxes, duties, import and export fees, and any other charges or assessments, except the withholding of income taxes, which are applicable to the performance of this Agreement, and shall reimburse Nuance for any encumbrance, fine, penalty, or other expense which Nuance may incur as a result of Company's failure to pay any such taxes, duties, fees, charges, or assessments. For purposes of this Agreement, the term "taxes" shall include, but is not limited to any and all assessments and other governmental charges, impositions and liabilities, including taxes based upon or measured by gross receipts, income, profits, sales, use, value added, ad valorem, consumption, transfer, franchise and withholding taxes, except taxes imposed on the net income of Nuance, together with all interest, penalties and additions imposed with respect to such amounts. If any applicable law requires Company to withhold an amount from any payment to Nuance hereunder Company shall affect such withholding, remit such amount to the appropriate taxing authority, and supply Nuance with the tax receipt evidencing the payment of such amount to the government within sixty (60) days of its receipt by Company. To the extent that an income tax convention between the country of Nuance and the country of Company permits, upon the filing of a proper application, for a reduction or elimination of such withholding tax, the Parties shall cooperate in the completion and filing of such application. Company shall provide to Nuance, and Nuance shall complete and return to Company, all applicable forms required by the governing tax authority in order to secure the reduction or elimination of withholding tax as authorized by the convention.
4. Payment. Except as expressly stated otherwise in the applicable Order that Company places with Nuance or in the applicable Schedule(s), Company shall pay all invoices issued by Nuance under this Agreement or under any Orders placed by Company with Nuance, in U.S. dollars, either by mail or wire transfer, within thirty (30) days of the date of invoice in accordance with the remittance information contained on the invoice. Interest shall accrue at the rate of one and one half percent (1.5%) per month on any amounts past due. Company shall reimburse Nuance for all reasonable costs incurred (including reasonable attorneys' fees) in collecting past due amounts from Company. If Company fails to pay for any Equipment, Nuance reserves the right to repossess such Equipment. Upon prior written notice, Nuance reserves the right to suspend Services to Company in the event any undisputed invoice is past due. Company shall notify Nuance within thirty (30) days of the date of invoice if it disputes any amount contained in an invoice. Notwithstanding the foregoing, if Company elects not to renew annual Maintenance Services for Software licenses and/or Equipment purchased by Company hereunder, Company shall not be required to pay the invoice for such renewal Maintenance Services. Company acknowledges that failure to pay such invoice when due will result in Maintenance Services expiring with respect to such Software and/or Equipment.
5. Company Purchase Orders. Company agrees to pay Nuance's invoices without a purchase order reference. Company acknowledges and agrees that if it is Company's standard practice to issue unsigned purchase orders, such purchase orders are valid and binding. Neither Party shall be subject to provisions of any pre-printed terms on or attached to purchase orders generated by Customer, or any Customer policies, regulations, rules, or the like, including those set forth in any Customer sponsored registration system, regardless if such requires affirmative acknowledgement from a Nuance representative.
6. Payments to Authorized Reseller. Company's failure to pay Authorized Reseller any fees payable to Authorized Reseller for the Software licenses, Equipment or Services, as indicated in the Order, will be a material breach of this Agreement by Company.
7. Audit. Company shall keep full, true and accurate records and accounts to support its use of the Software and Hosted Services, as applicable, under this Agreement. Nuance, or a third party appointed by Nuance, will have the right, not more than once a year and upon reasonable written notice, to conduct an audit of Company's systems and records to confirm compliance with the terms of this Agreement. Any audit will be performed during Company's normal business hours. If an audit reveals that Company's Software or Hosted Services usage exceeds its usage rights, as granted by Nuance, Company shall pay Nuance for all such excess usage, based on Nuance's standard pricing in effect at the time of the audit. If such excess usage exceeds five percent (5%) of the authorized usage, Company shall also pay Nuance's reasonable costs of conducting the audit. Nothing in this Section 5.7 will limit any other remedy available to Nuance.
8. Shipment. For Orders with Software and/or Equipment requiring delivery by Nuance within the United States, such Software and/or Equipment will be shipped "FOB Shipping Point". For Orders with Software and/or Equipment requiring delivery by Nuance outside the United States, such Software and/or Equipment will be shipped "FCA Shipping Point". As between Nuance and Company, Company shall bear all shipping, freight and transportation charges from Nuance's warehouse facility.
TERM; TERMINATION.
1. Term. This Agreement commences on the date of the Order ("Effective Date") and, unless terminated earlier in accordance with the terms hereof, will continue in effect until the expiration or termination of the Order (the "Term"). Unless terminated earlier in accordance with the terms hereof, Company's rights, and Nuance's obligations, related to Nuance Software licenses and/or Services delivered pursuant to an Order shall be limited to the duration or term of such Nuance Software license or Service as specified in the applicable Schedule or Order. The Order will be considered to have expired upon the expiration of the licenses, and the completion of any Services, ordered pursuant to the Order.
2. Termination for Cause. Either Party may terminate the Agreement and/or the Order immediately upon written notice if the other Party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice of such breach by the non-breaching Party. Without limiting the foregoing, failure of Company to pay any undisputed sum due to Nuance hereunder in accordance with the payment terms in Subsection 5.4 above [Payment] is a material breach. Notwithstanding the foregoing, Nuance may terminate this Agreement and/or the Order immediately upon written notice to Company if Company (a) infringes Nuance's intellectual property rights; (b) commits, or permits any third party to commit, any breach of confidentiality obligations under Section 8 [Confidentiality]; or (c) Company has a receiver appointed to handle its assets or affairs, admits that it is insolvent, or is otherwise unable to pay its debts as they mature, or ceases to do business in the ordinary course.
3. Effect of Termination. Upon termination of this Agreement, all Orders issued under this Agreement will immediately terminate. Upon the termination of an Order, all Nuance Software licenses and all Services obtained by Company under such Order shall immediately terminate, and Company shall immediately (a) cease use of the applicable Nuance Software (in any form, including partial copies in its possession or under its control) and/or Services; (b) return to Nuance or destroy all copies of the Nuance Software and certify in writing to Nuance that no copies have been retained by Company within ten (10) days of any expiration or termination; and (c) pay any outstanding amounts due to Nuance. The expiration or termination of this Agreement, the Order, or any license shall not affect Company's payment obligations to Nuance under this Agreement.
4. Survival. Notwithstanding anything to the contrary in this Section 6, the provisions of Sections 1, 3.4, 3.5, 4, 5, 6.3, 6.4, 7, 8, 9, 10, 11, and 13 of these General Terms and Conditions shall survive expiration or termination of this Agreement.
HIPAA. The Parties agree to the HIPAA Business Associate Addendum attached hereto as Exhibit A, wherein, Nuance is referred to as "Business Associate" and Company is referred to as "Covered Entity".
CONFIDENTIALITY.
1. Definition. Subject to the exceptions contained in this Section 8.1, "Confidential Information" shall mean (a) all information disclosed by a Party or its Affiliates (the "Disclosing Party"), in whatever tangible form or otherwise, to the other Party or its Affiliates (the "Receiving Party") that is clearly marked "confidential" or with some other proprietary notice, (b) all information disclosed orally or otherwise in intangible form by the Disclosing Party and designated as confidential or proprietary at the time of the disclosure; and (c) the Nuance Software, Documentation, and information provided as part of any Services. Notwithstanding the above, information shall not be deemed Confidential Information to the extent that it: (i) was generally known and available in the public domain at the time it was disclosed or subsequently becomes generally known and available in the public domain through no fault of the Receiving Party; (ii) was rightfully known to the Receiving Party at the time of disclosure without any obligation of confidentiality; (iii) is disclosed with the prior written approval of the Disclosing Party; (iv) was independently developed by the Receiving Party without any use of the Confidential Information of the Disclosing Party; or (v) is protected health information or any other personally identifiable information (the protection of which is governed by Exhibit A). The obligation not to use or disclose Confidential Information will remain in effect until one of these exceptions occurs.
2. Permitted Disclosure. Notwithstanding any other provision of this Agreement, disclosure of Confidential Information shall not be precluded if such disclosure (a) is in response to a valid order of a court or other governmental body, provided, however, that the responding Party shall first have given notice to the other Party hereto and shall have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued; (b) is otherwise required by law; or (c) is otherwise necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary.
3. Use and Obligations. The Receiving Party will not use the Disclosing Party's Confidential Information for purposes other than as provided in this Agreement. The Receiving Party shall protect the Disclosing Party's Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, disclosure, or publication of the Confidential Information to third parties as the Receiving Party uses to protect its own Confidential Information of a like nature. Confidential Information received by a Receiving Party hereto may be disclosed to and used by such Receiving Party's employees, agents and contractors in accordance with the terms and conditions of this Agreement, and each Party shall be liable for any act or omission by its Affiliates, and its and their respective employees, agents and contractors, which, if performed or omitted by such Party, would be a breach of this Agreement. Each Party agrees that its Affiliates, and its and their respective employees, agents and contractors, shall be bound by the terms of an agreement protecting against unauthorized use or disclosure of Confidential Information that is at least as protective of the Disclosing Party's rights as this Agreement. No Confidential Information shall be disclosed to any person who does not have a need for such information.
4. Return of Confidential Information. The Receiving Party shall return to the Disclosing Party, or destroy, all Confidential Information of the Disclosing Party in tangible form: (i) upon the written request of the Disclosing Party; or (ii) upon the expiration or termination of this Agreement, whichever comes first. In both cases, the Receiving Party shall, upon request, promptly certify in writing that it has complied with the obligations of this Section 8.4. Notwithstanding the foregoing, each Party may retain a copy of the Confidential Information in electronic format in accordance with its corporate security and/or disaster recovery procedures.
DATA. Company is solely responsible for obtaining all necessary consents under applicable laws and regulations in order to allow Nuance to use the Data in accordance with this Section 9. Company gives Nuance the right, and Nuance has permission to use, the Data in accordance with this Section 9, and to de-identify the Data in accordance with 45 C.F.R. §164.514. Nuance and third parties acting under the direction of Nuance may use, compile (including creating statistical and other models), annotate and otherwise analyze the Data solely in connection with providing services under this Agreement and to develop, train, tune, enhance and improve the speech recognition, natural language understanding and other components of its software and services. To the extent any Data is compiled or used by Nuance in or with any such software and services, all intellectual property rights in such software and services shall be owned by Nuance. Any and all Data that Company provides will remain confidential and Nuance may only provide access to Data to third parties acting under the direction of Nuance in order to fulfill the foregoing use of the Data, pursuant to confidentiality agreements, or to meet legal or regulatory requirements, such as under a court order or to a government institution if required or authorized by law. Nuance will not use the names of individuals and companies to contact anyone for any reason.
LIMITED WARRANTIES
1. Nuance Software Warranty. Nuance warrants that upon initial installation of the Nuance Software (in the case of Nuance Software that, pursuant to the applicable Order, is to be installed by Nuance) or initial delivery of the Nuance Software to Company (in all other cases), and for a period of ninety (90) days thereafter (the "Software Warranty Period"), the Nuance Software will operate in all material respects in conformity with its Documentation. Company's sole and exclusive remedy and Nuance's sole obligation for any breach of the warranty set forth in this Section 10.1 will be for Nuance, at Nuance's option, to undertake reasonable efforts to correct or replace the nonconforming Nuance Software reported by Company during the Software Warranty Period, or to accept a return of, and refund to Company the fees paid by Company to Nuance for, such non-conforming Nuance Software, and terminate the license to any such non-conforming Nuance Software.
2. Nuance Equipment Warranty. Nuance warrants that upon initial installation of the Nuance Equipment (in the case of Nuance Equipment that, pursuant to the applicable Order, is to be installed by Nuance) or initial delivery of the Nuance Equipment to Company (in all other cases), and for a period of ninety (90) days thereafter (the "Equipment Warranty Period"), the Nuance Equipment will operate in all material respects in conformity with its Documentation. Company's sole and exclusive remedy and Nuance's sole obligation for any breach of the warranties set forth in this Section 10.2 will be for Nuance, at Nuance's option, to undertake reasonable efforts to correct or replace the nonconforming Nuance Equipment reported by Company during the Equipment Warranty Period, or to accept a return of, and refund to Company the fees paid by Company to Nuance for, such non-conforming Nuance Equipment.
3. Services Warranty. TNuance warrants that the Maintenance Services, Training Services and Professional Services provided by Nuance pursuant to this Agreement shall be performed in a professional manner by trained and skilled personnel. Company must notify Nuance of any breach of such warranty within ninety (90) days from performance of the non-conforming Services giving rise to the breach of warranty claim. Company's sole and exclusive remedy and Nuance's entire liability for any breach of the warranty set
4. Limitation of Warranties. The warranties set forth in this Section 10 [Limited Warranties] shall not apply, and Nuance shall have no warranty obligation or liability with respect to (a) any Nuance Product that (i) is damaged through no fault of Nuance; (ii) is modified by anyone other than Nuance; (iii) is used for any purpose other than its intended purpose (as specified in the Documentation); (iv) is used with equipment not specified as compatible with the Nuance Product in such Nuance Product's Documentation; (v) is used with software not specified as compatible with said Nuance Product in the Nuance Product's Documentation; (vi) Company fails to properly install or maintain; (b) any computer malfunction not attributable to the Nuance Products or Nuance; (c) any incorrect use of the Nuance Products; or (d) any willful misconduct or negligent action or omission of Company.
5. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 10 [LIMITED WARRANTIES] ARE EXCLUSIVE AND THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND NUANCE HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT AND TITLE. NUANCE DOES NOT GUARANTEE THAT THE SOFTWARE, EQUIPMENT OR SERVICES WILL YIELD ANY PARTICULAR BUSINESS OR FINANCIAL RESULT, OR THAT THE SERVICES WILL BE PERFORMED WITHOUT ERROR OR INTERRUPTION. NUANCE MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY THIRD PARTY SOFTWARE OR ANY THIRD PARTY EQUIPMENT. Company acknowledges its responsibility to regularly back-up data and to adequately test prior to deployment each production version of the Software in a configuration that reasonably simulates Company's planned production environment
LIMITATION OF LIABILITY.
1. The following provisions set out the exclusions and limitations of liability of Nuance and its Affiliates, and their respective officers, agents, contractors and employees, to Company and its Affiliates, and their respective officers, agents, customers, contractors and employees, under or in connection with this Agreement, and/or in connection with any tortuous act or omission including without limitation negligence and/or breach of duty including statutory duty arising under or in connection with this Agreement.
2. Nothing in this Agreement shall be taken to exclude or limit Nuance's liability for fraud or fraudulent misrepresentation, for intentional or criminal misconduct; for death, personal injury or tangible property damage caused by its negligence in providing services at Company locations; or to the extent that such exclusion or limitation is not otherwise permitted by law.
3. Subject to the foregoing provisions of this Section, Nuance shall not shall not be liable for loss of profits or revenues, loss of anticipated savings, loss of customers, or loss of use of any software or Data, nor for any special, consequential or indirect loss or damage, costs, expenses or other claims for consequential compensation, howsoever caused, which arise out of or in connection with this Agreement or the Services.
4. Save for Nuance's liability under the second subsection of this Section 11 ("Limitation of Liability"), which shall not be excluded or limited under this Agreement, the Parties, having assessed the risks, agree that Nuance's total liability shall not exceed for each consecutive 12 months period ("Annual Period") of this Agreement (the first period commencing on the Effective Date) an aggregate amount equal to 100% of the amount paid by the Company during the corresponding Annual Period.
5. Under no circumstances shall Nuance's third party suppliers of any component of the Software, Hosted Services or Equipment be responsible or liable directly to Company or its affiliates for any damages, direct or otherwise, arising under this Agreement or otherwise arising from the transactions contemplated herein. Such third party suppliers are third party beneficiaries of the foregoing sentence
INDEMNIFICATION.
1. By Nuance. Nuance shall, at its own expense, defend or, at its option, settle, any claim or action brought against Company by a third party, during the Term, to the extent it is based on a claim that the Nuance Software and/or Hosted Services directly infringes any United States patent, copyright or trademark, or misappropriates a trade secret, of such third party. Nuance will indemnify Company against any losses, damages, and expenses that are attributable to such claim or action and are assessed against Company in a final judgment. Nuance shall have the foregoing obligations only if Company provides Nuance with: (a) a prompt written request to undertake the defense in such claim or action; (b) sole control and authority over the defense and settlement thereof; and (c) all available information, assistance, and authority reasonably necessary to settle and/or defend any such claim or action. Nuance shall not be responsible for any attorneys' fees or other expenses or costs that Company incurs before receipt of Company's request for indemnification or defense.
2. Limited Remedies. If the Nuance Software and/or Hosted Services becomes, or in the opinion of Nuance, is likely to become, the subject of an infringement claim or action, Nuance may, at its option and in its sole discretion, discharge its obligations under this Section 12 (Indemnification) by: (a) procuring, at no cost to Company, the right to continue using the Nuance Software and/or Hosted Services; (b) replacing or modifying the Nuance Software and/or Hosted Services to render it non-infringing, provided there is no material loss of functionality; or (c) if, in Nuance's reasonable opinion, neither (a) nor (b) above are commercially feasible, terminating Company's rights to use such Nuance Software and/or Hosted Services. and (i) with respect to perpetual Nuance Software licenses, refunding the license fees Company paid for such Nuance Software, depreciated on a straight-line sixty (60) month basis from the delivery date, and (ii) with respect to Hosted Services and term licenses of Nuance Software, refunding any unused, prepaid fees Company may have paid to Nuance for the infringing Nuance Software or Hosted Services
3. Exclusions. Nuance will have no obligation or liability under this Section 12 (Indemnification) for any claim or action regarding any claim to the extent resulting from any of the following: (i) modifications to the Nuance Software and/or Hosted Services by a party other than Nuance; (ii) the combination or use of the Nuance Software and/or Hosted Services with other products, processes, or materials if the Nuance Software and/or Hosted Services itself would not infringe; (iii) where Company continues allegedly infringing activities after being provided with modifications by Nuance that would have avoided the alleged infringement; (iv) any development, modification, or customization of the Nuance Software and/or Hosted Services by Nuance based on specifications or requirements supplied by Company; or (v) Company's use of the Nuance Software and/or Hosted Services in a manner that is not in compliance with the terms of this Agreement. Company shall, at its own expense, defend or at its option, settle, any claim or action brought against Nuance to the extent it is based on the conditions described above. Company will indemnify Nuance against any losses, damages, and expenses that are attributable to such claim or action and are assessed against Nuance in a final judgment. Company shall have the foregoing obligation only if Nuance provides Company with: (a) a prompt written request to undertake the defense in such claim or action; (b) sole control and authority over the defense and settlement thereof; and (c) all available information, assistance, and authority reasonably necessary to settle and/or defend any such claim or action. Company shall not be responsible for any attorneys' fees or other expenses or costs that Nuance incurs before receipt of Nuance's request for indemnification or defense.
4. Exclusive Obligation. This Section (Indemnification) states the sole obligation and exclusive liability of Nuance (express, implied, statutory or otherwise), and the sole remedy of Company, for any third-party claims or actions of infringement of any intellectual property or other proprietary right.
Miscellaneous.
1. Assignment. Company shall not assign or otherwise transfer its rights, obligations or remedies under this Agreement, in whole or in part, to a third party unless such assignment is approved in writing by Nuance. Notwithstanding the foregoing, Company may assign its rights hereunder in their entirety pursuant to: (i) a merger with; (ii) the sale of substantially all of its assets to; or (iii) a consolidation with a third party; provided (a) Company provides Nuance with prompt written notice of such sale, merger or consolidation, and (b) the assignee agrees to be bound by all terms and conditions set forth by this Agreement. Nuance shall be free to assign or otherwise transfer its rights and obligations under this Agreement, in whole or in part, to a third party, provided that Nuance provides Company with prompt written notice of the assignment.
2. Force Majeure. Except for the obligation to make payments, nonperformance of either Party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, acts of God, governmental acts or orders or restrictions, acts of terrorism, war, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-performing Party and not due to its fault or negligence.
3. Notices. All notices hereunder shall be sent by the notifying Party, in writing, to the other Party at its address set forth above (or such other address as they may communicate to the notifying Party in writing), to the attention of the General Counsel. Notice shall be deemed delivered and effective: (i) when delivered personally, (ii) five (5) days after posting when sent by certified United States mail (return receipt requested), or (iii) one (1) day after posting when sent by reputable private overnight courier (e.g., DHL, Federal Express, etc.).
4. Relationship Between the Parties. In all matters relating to this Agreement, Company and Nuance shall act as independent contractors. Except as may be otherwise expressly permitted hereunder, neither Party will represent that it has any authority to assume or create any obligation, expressed or implied, on behalf of the other Party, or to represent the other Party as agent, employee, or in any other capacity. Nuance shall at all times have the sole right and obligation to supervise, manage, contract, direct, procure, perform, or cause to be performed all work to be performed by Nuance hereunder unless otherwise provided herein. Nuance shall, at all times, be responsible for the compliance of its third parties involved in the delivery of the services with the terms and conditions of this Agreement. Nothing in this Agreement shall be construed to create any contractual relationship between Company and any such third parties, nor any obligation on the part of Company, to pay or to ensure the payment of any money due any such third party.
5. Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, USA, without regard to choice of law rules, and Company hereby submits to the jurisdiction of the federal and state courts located in said Commonwealth and the applicable service of process. The official text of the Agreement and any Addendum or any notices given on accounts or statements required hereby shall be in English. In Canada, Province of Quebec for all contracts drafted in English, both Parties agree to write this document in English. Les Party ont convenu de rédiger le présent document en langue anglaise. Notwithstanding the foregoing, if Company is not located within North America or Japan, this Agreement shall be governed exclusively by and construed according to Irish law excluding the United Nations Convention on Contracts for the International Sale of Goods. The official text of the Agreement and any Addendum or any notices given on accounts or statements required hereby shall be in English. Any and all disputes between Nuance and Company will be submitted to the competent court in Dublin, Ireland.
6. Injunctive Relief. Each Party recognizes and acknowledges that any use or disclosure of Confidential Information by the receiving Party in a manner inconsistent with the provisions of this Agreement may cause irreparable damage to the disclosing Party for which remedies other than injunctive relief may be inadequate, and the receiving Party agrees that in any request by the disclosing Party to a court of competent jurisdiction for injunctive or other equitable relief seeking to restrain such use or disclosure, the receiving Party will not maintain that such remedy is not appropriate under the circumstances. The Parties further agree that in the event such equitable relief is granted in the United States, they will not object to courts in other jurisdictions granting provisional remedies enforcing such United States judgments.
7. Partial Invalidity; Waiver. If any provision of this Agreement or the application thereof to any Party or circumstances shall be declared void, illegal or unenforceable, the remainder of this Agreement shall be valid and enforceable to the extent permitted by applicable law. In such event the Party shall use reasonable efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by applicable law, achieves the purposes intended under the invalid or unenforceable provision. Any deviation by either Party from the terms and conditions required under applicable laws, rules and regulations shall not be considered a breach of this Agreement. No failure of either Party to exercise any power or right given either Party hereunder or to insist upon strict compliance by either Party with its obligations hereunder, and no custom or practice of the Party at variance with the terms hereof shall constitute a waiver of either Party's right to demand exact compliance with the terms of this Agreement.
8. Publicity. Each Party is authorized to use the name and logo of the other Party on its website solely to identify such Party's relationship. In addition, either Party may refer to the existence of the Agreement or the relationship of the Parties in connection with a press release related to regulatory filings. Nuance may include Company's name in Nuance's customer list, and may identify Company as its customer in its sales presentations, marketing materials, advertising, promotion and similar public disclosures. Any additional statements regarding the relationship of the Parties hereunder shall require mutual written consent.
9. Entire Agreement; Headings; Counterparts. This Agreement, all Orders issued hereunder, and the exhibits attached hereto, constitute the entire agreement and understanding between the Parties with respect to the subject matter hereof, and supersede all prior agreements, arrangements and undertakings between the Parties. No addition to or modification of any provision of this Agreement shall be binding upon the Parties unless made by a written instrument signed by a duly authorized representative of each of the Parties. The headings to the sections of this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which shall be deemed to be an original instrument.
10. Order of Precedence. In the event of a conflict between or among the provisions in this Agreement and any Order, the order of precedence shall be as follows: (i) Schedules, (ii) General Terms and Conditions, (iii) Business Associate Terms and Conditions, (iv) Maintenance Services terms, and (v) each Order.
11. No Third Party Beneficiaries. Except as expressly stated otherwise in this Agreement, nothing in this Agreement is intended to create any rights in, or confer any benefits upon, any person or entity other than the Parties to this Agreement
12. Export Controls; Government Use. Company will comply with all applicable export and import laws and regulations and, unless authorized by applicable governmental license or regulation, not directly or indirectly export or re-export any technical information or software subject to this Agreement to any prohibited destination. If software or services are being acquired by or on behalf of the U.S. Government or by a U.S Government prime contractor or subcontractor (at any tier), the software, services and related documentation are "commercial items" as that term is defined at 48 C.F.R. 2.101. The software and documentation consists of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end-users acquire the software and documentation with only those rights set forth herein.
13. Foreign Corrupt Practices Act. Company shall comply with all applicable laws or regulations in all countries in which Company conducts business. The fact that in some countries certain laws prohibiting particular conduct are not enforced in practice or that violation is not subject to public criticism or censure, will not excuse noncompliance with those laws. Furthermore, Company confirms by way of signature of this Agreement that Company has knowledge and understanding of the Foreign Corrupt Practices Act of the United States of America ("FCPA") and shall comply with the FCPA at all times.
14. HHS Audit Right. Until the expiration of four (4) years after the furnishing of Services under this Agreement, Nuance shall make available, upon written request of the Secretary of the Department of Health and Human Services ("Secretary"), or upon request of the Comptroller General, or any of their duly authorized representatives, this Agreement and the books, documents and records of Nuance that are necessary to certify the nature and extent of the costs for which Company seeks reimbursement. Nuance further agrees that if Nuance carries out any of the duties of this Agreement through a subcontract with a value or cost of ten thousand dollars ($10,000) or more over a twelve (12) month period with a related organization, such subcontract shall contain a clause to the effect that until the expiration of four (4) years after furnishing services pursuant to such subcontract, the related organization shall make available to the Secretary or the Comptroller General, as the case may be, or any of their duly authorized representatives, the subcontract, and such books and documents and records of such organization that are necessary to verify the nature and extent of such costs.
15. Discount Reporting Obligations. Any discount or rebate, including a single discounted item or bundled discounts, received by Company hereunder is a "discount or other reduction in price," as such terms are defined under (i) the discount exception of the Medicare/Medicaid Anti Kickback Statute (42 U.S.C. § 1320a 7b(b)(3)(A)) ("Discount Exception") and (ii) the "safe harbor" regulations regarding discounts or other reductions in price set forth in 42 C.F.R. § 1001.952(h) ("Discount Safe Harbor"), on the products or services purchased by Company under the terms of this Agreement. Under the Discount Exception or Discount Safe Harbor, Company may have an obligation to accurately report the net cost actually paid by Company, under any state or federal program which provides cost- or charge-based reimbursement for the products or services covered by this Agreement, or as otherwise requested or required by any governmental agency.
16. GPO. Nuance and Company agree that this Agreement (inclusive of any Schedules and Orders) is not connected in any way to any General Purchasing Organization ("GPO"), and is not made part of or subject to the provisions of any GPO contract. No administrative fees (or similar fees) will be paid to any GPO as a result of the revenue hereunder.
17. Authorized Reseller. Authorized Reseller remains independent and separate from Nuance. Nuance is not responsible for the actions, statements or recommendations of Authorized Reseller or any obligations that Authorized Reseller has to Company.

Exhibit A to Healthcare Master Agreement

HIPAA business associate addendum

WHEREAS, Nuance (or "Business Associate") may, pursuant to the agreement to which this HIPAA Business Associate Addendum is attached (the "Agreement"), perform certain services on behalf of or for Company (or "Covered Entity") that require Nuance to access, create and use health information that is subject to the Health Insurance Portability and Accountability Act of 1996, Subtitle D of the Health Information Technology for Economic and Clinical Health Act, and their implementing regulations, as amended (collectively, "HIPAA"); and

WHEREAS, this Exhibit A, which is attached to and made part of the Agreement, serves to establish the responsibilities of both Parties regarding Protected Health Information ("PHI"), and to bring this Agreement into compliance with HIPAA.

NOW, THEREFORE, the Parties agree to the following additional terms and conditions to those otherwise in the Agreement:

Agreement

Definitions. Capitalized terms used in this Exhibit A, but not otherwise defined, shall have the same meanings ascribed to them in HIPAA.
No Third Party Beneficiary. Nothing in this Exhibit A is intended, nor shall be deemed, to confer any benefits on any third party
Permitted Uses and Disclosures. Except as otherwise specified herein, Business Associate may use and/or disclose PHI to perform the functions, activities, or services for or on behalf of Covered Entity as specified in this Agreement, provided that such use and/or disclosure would not violate HIPAA if done by Covered Entity. Except as otherwise limited in this Agreement, Business Associate may:
1. use PHI for the proper management and administration of Business Associate and to carry out the legal responsibilities of Business Associate, and except as otherwise limited by this Exhibit A or the Agreement, as permitted by HIPAA.
2. disclose PHI for the proper management and administration of Business Associate and to carry out the legal responsibilities of Business Associate, provided that the disclosures are required by law, or Business Associate obtains reasonable assurances from the person to whom PHI is disclosed that the PHI will remain confidential and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of PHI has been breached.
3. use PHI to provide Data Aggregation services to Covered Entity as permitted by 45 C.F.R. §164.504(e)(2)(i)(B).
4. use PHI to create de-identified health information in accordance with 45 C.F.R. §164.514(b) and may disclose de-identified health information for any purpose permitted by law.
Responsibilities of Business Associate. Business Associate agrees:
1. to use appropriate safeguards, and to comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information, to prevent use or disclosure of protected health information other than as provided for by the Agreement.
2. not to use or further disclose PHI other than as permitted or required by this Agreement or by law.
3. to report to Covered Entity any use or disclosure of PHI not provided for by this Agreement of which Business Associate becomes aware, including a Breach of Unsecured PHI as required by 45 C.F.R. § 164.410, and any successful Security Incident of which it becomes aware. The Parties acknowledge and agree that this section 4.c. constitutes notice by Business Associate to Covered Entity of the ongoing existence and occurrence or attempts of Unsuccessful Security Incidents for which no additional notice to Covered Entity shall be required. "Unsuccessful Security Incidents" means, without limitation, pings and other broadcast attacks on Business Associate's firewall, port scans, unsuccessful log-on attempts, denial of service attacks, and any combination of the above, so long as no such incident results in unauthorized access, use, or disclosure of PHI.
4. to make PHI about an Individual contained in any Designated Record Set of Covered Entity maintained by Business Associate available to Covered Entity for Covered Entity to comply with an Individual's right of access to their PHI in compliance with 45 C.F.R. §164.524.
5. to make PHI about an Individual contained in any Designated Record Set of Covered Entity maintained by Business Associate available to Covered Entity for amendment and incorporate any amendment(s) to PHI that Covered Entity directs, in accordance with 45 C.F.R. §164.526.
6. to make the information required to provide an accounting of disclosures of PHI with respect to the Individual available to Covered Entity in response to a request from an Individual in accordance with 45 C.F.R. §164.528.
7. to the extent this Agreement requires Business Associate to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 C.F.R. Part 164, to comply with the requirements of Subpart E that apply to Covered entity in the performance of such obligation(s).
8. to make its internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of, Covered Entity available to the Secretary of the Department of Health and Human Services or his/her designee (the "Secretary"), in a time and manner designated by the Secretary, for purposes of determining Covered Entity's compliance with the HIPAA.
9. to ensure that any Subcontractors that create, receive, maintain, or transmit PHI on behalf of Business Associate agree to substantially the same restrictions and conditions that apply to Business Associate with respect to such information in accordance with 45 C.F.R. § 164.502(e)(1)(ii).
10. if Business Associate knows of a pattern of activity or practice of a Subcontractor that constitutes a material breach or violation of HIPAA, to take reasonable steps to cure the breach or end the violation, as applicable, and if such steps are unsuccessful, terminate the contract or arrangement with such entity, if feasible.
11. to the extent required by the "minimum necessary" requirements of HIPAA, Business Associate shall only request, use and disclose the minimum amount of PHI necessary to accomplish the purpose of the request, use or disclosure.
12. to refrain from receiving any remuneration in exchange for any Individual's PHI unless such exchange (i) is pursuant to a valid authorization that includes a specification of whether the PHI can be further exchanged for remuneration by the entity receiving PHI of that Individual, or (ii) satisfies one of the exceptions enumerated in the HIPAA regulations and specifically Section 13405(d)(2) of the HITECH Act.
13. to refrain from marketing activities that would violate HIPAA and specifically Section 13406 of the HITECH Act.
Responsibilities of Covered Entity. Covered Entity shall:
1. provide Business Associate with the notice of privacy practices that Covered Entity produces in accordance with 45 C.F.R. §164.520, as well as any changes to such notice.
2. provide Business Associate, in writing, with any changes in, or revocation of, permission by Individual to the use or disclosure of PHI, if such changes affect Business Associate's permitted or required uses or disclosures. Upon receipt by Business Associate of such notice of changes, Business Associate shall cease the use and disclosure of any such Individual's PHI except to the extent it has relied on such use or disclosure, or where an exception under HIPAA expressly applies.
3. notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 C.F.R. §164.522.
Termination.
1. Termination for Cause. Either Party may immediately terminate this Agreement if such Party (the "Non-Breaching Party") determines that the other Party (the "Breaching Party") has breached a material term of this Exhibit A. Alternatively, the Non-Breaching Party may choose to provide the Breaching Party with written notice of the existence of an alleged material breach and afford the Breaching Party an opportunity to cure the alleged breach. Failure to cure the material breach within thirty (30) days of the written notice constitutes grounds for immediate termination of this Agreement.
2. Effect of Termination.
Indemnification.
Business Associate shall reimburse and indemnify Covered Entity for all reasonable and direct costs, expenses (including reasonable attorneys' fees), damages and other losses resulting directly from any negligent breach of this Business Associate Addendum, Security Incident or Breach of PHI maintained by Business Associate or Business Associate's agent or subcontractor, subject to the provisions of the Agreement. The foregoing includes, without limitation: fines or settlement amounts owed to a state or federal government agency; the cost of any notifications to individuals or government agencies; credit monitoring for affected individuals; or other mitigation steps required to be taken by Covered Entity to comply with HIPAA or state law.

Exhibit B to Healthcare Master Agreement

Schedules

Applicable schedules are identified by product and license model in Company's Order with Authorized Reseller

See copies attached

Schedule for Dragon Medical Practice Edition

Schedule for Dragon Medical Network Edition - Client License

Schedule for Dragon Medical Network Edition – FTE Client License

Schedule for Dragon Medical Network Edition – FTE Enterprise Site License

Schedule for Nuance Management Server for Dragon Medical Network Edition

Schedule for Dragon Medical One - User Licenses

Schedule for Dragon Medical One – User Licenses with Pilot License Option

Schedule for PowerMic Mobile - User Licenses

Agreement

Definitions. Capitalized terms used in this Exhibit A, but not otherwise defined, shall have the same meanings ascribed to them in HIPAA.
No Third Party Beneficiary. Nothing in this Exhibit A is intended, nor shall be deemed, to confer any benefits on any third party
Permitted Uses and Disclosures. Except as otherwise specified herein, Business Associate may use and/or disclose PHI to perform the functions, activities, or services for or on behalf of Covered Entity as specified in this Agreement, provided that such use and/or disclosure would not violate HIPAA if done by Covered Entity. Except as otherwise limited in this Agreement, Business Associate may:
1. use PHI for the proper management and administration of Business Associate and to carry out the legal responsibilities of Business Associate, and except as otherwise limited by this Exhibit A or the Agreement, as permitted by HIPAA.
2. disclose PHI for the proper management and administration of Business Associate and to carry out the legal responsibilities of Business Associate, provided that the disclosures are required by law, or Business Associate obtains reasonable assurances from the person to whom PHI is disclosed that the PHI will remain confidential and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of PHI has been breached.
3. use PHI to provide Data Aggregation services to Covered Entity as permitted by 45 C.F.R. §164.504(e)(2)(i)(B).
4. use PHI to create de-identified health information in accordance with 45 C.F.R. §164.514(b) and may disclose de-identified health information for any purpose permitted by law.
Responsibilities of Business Associate. Business Associate agrees:
1. to use appropriate safeguards, and to comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information, to prevent use or disclosure of protected health information other than as provided for by the Agreement.
2. not to use or further disclose PHI other than as permitted or required by this Agreement or by law.
3. to report to Covered Entity any use or disclosure of PHI not provided for by this Agreement of which Business Associate becomes aware, including a Breach of Unsecured PHI as required by 45 C.F.R. § 164.410, and any successful Security Incident of which it becomes aware. The Parties acknowledge and agree that this section 4.c. constitutes notice by Business Associate to Covered Entity of the ongoing existence and occurrence or attempts of Unsuccessful Security Incidents for which no additional notice to Covered Entity shall be required. "Unsuccessful Security Incidents" means, without limitation, pings and other broadcast attacks on Business Associate's firewall, port scans, unsuccessful log-on attempts, denial of service attacks, and any combination of the above, so long as no such incident results in unauthorized access, use, or disclosure of PHI.
4. to make PHI about an Individual contained in any Designated Record Set of Covered Entity maintained by Business Associate available to Covered Entity for Covered Entity to comply with an Individual's right of access to their PHI in compliance with 45 C.F.R. §164.524.
5. to make PHI about an Individual contained in any Designated Record Set of Covered Entity maintained by Business Associate available to Covered Entity for amendment and incorporate any amendment(s) to PHI that Covered Entity directs, in accordance with 45 C.F.R. §164.526.
6. to make the information required to provide an accounting of disclosures of PHI with respect to the Individual available to Covered Entity in response to a request from an Individual in accordance with 45 C.F.R. §164.528.
7. to the extent this Agreement requires Business Associate to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 C.F.R. Part 164, to comply with the requirements of Subpart E that apply to Covered entity in the performance of such obligation(s).
8. to make its internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of, Covered Entity available to the Secretary of the Department of Health and Human Services or his/her designee (the "Secretary"), in a time and manner designated by the Secretary, for purposes of determining Covered Entity's compliance with the HIPAA.
9. to ensure that any Subcontractors that create, receive, maintain, or transmit PHI on behalf of Business Associate agree to substantially the same restrictions and conditions that apply to Business Associate with respect to such information in accordance with 45 C.F.R. § 164.502(e)(1)(ii).
10. if Business Associate knows of a pattern of activity or practice of a Subcontractor that constitutes a material breach or violation of HIPAA, to take reasonable steps to cure the breach or end the violation, as applicable, and if such steps are unsuccessful, terminate the contract or arrangement with such entity, if feasible.
11. to the extent required by the "minimum necessary" requirements of HIPAA, Business Associate shall only request, use and disclose the minimum amount of PHI necessary to accomplish the purpose of the request, use or disclosure.
12. to refrain from receiving any remuneration in exchange for any Individual's PHI unless such exchange (i) is pursuant to a valid authorization that includes a specification of whether the PHI can be further exchanged for remuneration by the entity receiving PHI of that Individual, or (ii) satisfies one of the exceptions enumerated in the HIPAA regulations and specifically Section 13405(d)(2) of the HITECH Act.
13. to refrain from marketing activities that would violate HIPAA and specifically Section 13406 of the HITECH Act.
Responsibilities of Covered Entity. Covered Entity shall:
1. provide Business Associate with the notice of privacy practices that Covered Entity produces in accordance with 45 C.F.R. §164.520, as well as any changes to such notice.
2. provide Business Associate, in writing, with any changes in, or revocation of, permission by Individual to the use or disclosure of PHI, if such changes affect Business Associate's permitted or required uses or disclosures. Upon receipt by Business Associate of such notice of changes, Business Associate shall cease the use and disclosure of any such Individual's PHI except to the extent it has relied on such use or disclosure, or where an exception under HIPAA expressly applies.
3. notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 C.F.R. §164.522.
Termination.
1. Termination for Cause. Either Party may immediately terminate this Agreement if such Party (the "Non-Breaching Party") determines that the other Party (the "Breaching Party") has breached a material term of this Exhibit A. Alternatively, the Non-Breaching Party may choose to provide the Breaching Party with written notice of the existence of an alleged material breach and afford the Breaching Party an opportunity to cure the alleged breach. Failure to cure the material breach within thirty (30) days of the written notice constitutes grounds for immediate termination of this Agreement.
2. Effect of Termination.
  1. Except as provided in paragraph (2) of this Section 5(b), upon termination of this Agreement for any reason, Business Associate shall return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. This Section 5(b)(1) shall apply to PHI that is in the possession of Business Associate and its subcontractors or agents. Business Associate shall retain no copies of the PHI.
  2. In the event that Business Associate reasonably determines that returning or destroying the PHI is infeasible, Business Associate shall provide to Covered Entity, in writing, notification of the conditions that make return or destruction infeasible, and Business Associate shall extend the protections of this Exhibit A to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI.
Indemnification.
Business Associate shall reimburse and indemnify Covered Entity for all reasonable and direct costs, expenses (including reasonable attorneys' fees), damages and other losses resulting directly from any negligent breach of this Business Associate Addendum, Security Incident or Breach of PHI maintained by Business Associate or Business Associate's agent or subcontractor, subject to the provisions of the Agreement. The foregoing includes, without limitation: fines or settlement amounts owed to a state or federal government agency; the cost of any notifications to individuals or government agencies; credit monitoring for affected individuals; or other mitigation steps required to be taken by Covered Entity to comply with HIPAA or state law.

Schedule for Dragon Medical Practice Edition

The General Terms and Conditions and this Schedule for Dragon Medical Practice Edition ("Schedule") apply to the Applicable Software specified in an Order. In the event of a conflict between the General Terms and Conditions and the terms of this Schedule, the terms of this Schedule will prevail.

Definitions. For purposes of this Schedule, the following terms shall have the following meanings:
- "Applicable Software" means the Dragon Medical Practice Edition Software specified in an Order.
- "Authorized User" is as defined below in Section 2 of this Schedule.
- "Clinician" means a person qualified in the clinical practice of healthcare (including, but not limited to, a physician, nurse, chiropractor, physical therapist, and physicians assistant), working on behalf of Company.
- "User Profile" means the record of an individual's speaker-specific data that provides a consistent dictation experience across successive dictation sessions by such individual.
Grant of Rights. Subject to the terms and conditions of the General Terms and Conditions, this Schedule and the applicable Order, for each license to the Applicable Software purchased (as indicated in the Order), Nuance hereby grants Company a limited, non-exclusive, non-transferable, non-sublicensable license to allow a single Clinician (an "Authorized User") to use the Applicable Software; provided such use is: (i) in a manner commensurate with its intended use (as prescribed by the Documentation), and (ii) solely for Company's internal business purposes. Company shall not allow any Authorized User to use the Applicable Software for: (a) the Authorized User's own personal use, or (b) the benefit of any third party. Company shall not allow anyone other than the Authorized Users to use the Applicable Software. A separate license to the Applicable Software must be purchased for each Clinician whose User Profile is used by the Applicable Software.

Agreement

Definitions. Capitalized terms used in this Exhibit A, but not otherwise defined, shall have the same meanings ascribed to them in HIPAA.
No Third Party Beneficiary. Nothing in this Exhibit A is intended, nor shall be deemed, to confer any benefits on any third party
Permitted Uses and Disclosures. Except as otherwise specified herein, Business Associate may use and/or disclose PHI to perform the functions, activities, or services for or on behalf of Covered Entity as specified in this Agreement, provided that such use and/or disclosure would not violate HIPAA if done by Covered Entity. Except as otherwise limited in this Agreement, Business Associate may:
1. use PHI for the proper management and administration of Business Associate and to carry out the legal responsibilities of Business Associate, and except as otherwise limited by this Exhibit A or the Agreement, as permitted by HIPAA.
2. disclose PHI for the proper management and administration of Business Associate and to carry out the legal responsibilities of Business Associate, provided that the disclosures are required by law, or Business Associate obtains reasonable assurances from the person to whom PHI is disclosed that the PHI will remain confidential and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of PHI has been breached.
3. use PHI to provide Data Aggregation services to Covered Entity as permitted by 45 C.F.R. §164.504(e)(2)(i)(B).
4. use PHI to create de-identified health information in accordance with 45 C.F.R. §164.514(b) and may disclose de-identified health information for any purpose permitted by law.
Responsibilities of Business Associate. Business Associate agrees:
1. to use appropriate safeguards, and to comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information, to prevent use or disclosure of protected health information other than as provided for by the Agreement.
2. not to use or further disclose PHI other than as permitted or required by this Agreement or by law.
3. to report to Covered Entity any use or disclosure of PHI not provided for by this Agreement of which Business Associate becomes aware, including a Breach of Unsecured PHI as required by 45 C.F.R. § 164.410, and any successful Security Incident of which it becomes aware. The Parties acknowledge and agree that this section 4.c. constitutes notice by Business Associate to Covered Entity of the ongoing existence and occurrence or attempts of Unsuccessful Security Incidents for which no additional notice to Covered Entity shall be required. "Unsuccessful Security Incidents" means, without limitation, pings and other broadcast attacks on Business Associate's firewall, port scans, unsuccessful log-on attempts, denial of service attacks, and any combination of the above, so long as no such incident results in unauthorized access, use, or disclosure of PHI.
4. to make PHI about an Individual contained in any Designated Record Set of Covered Entity maintained by Business Associate available to Covered Entity for Covered Entity to comply with an Individual's right of access to their PHI in compliance with 45 C.F.R. §164.524.
5. to make PHI about an Individual contained in any Designated Record Set of Covered Entity maintained by Business Associate available to Covered Entity for amendment and incorporate any amendment(s) to PHI that Covered Entity directs, in accordance with 45 C.F.R. §164.526.
6. to make the information required to provide an accounting of disclosures of PHI with respect to the Individual available to Covered Entity in response to a request from an Individual in accordance with 45 C.F.R. §164.528.
7. to the extent this Agreement requires Business Associate to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 C.F.R. Part 164, to comply with the requirements of Subpart E that apply to Covered entity in the performance of such obligation(s).
8. to make its internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of, Covered Entity available to the Secretary of the Department of Health and Human Services or his/her designee (the "Secretary"), in a time and manner designated by the Secretary, for purposes of determining Covered Entity's compliance with the HIPAA.
9. to ensure that any Subcontractors that create, receive, maintain, or transmit PHI on behalf of Business Associate agree to substantially the same restrictions and conditions that apply to Business Associate with respect to such information in accordance with 45 C.F.R. § 164.502(e)(1)(ii).
10. if Business Associate knows of a pattern of activity or practice of a Subcontractor that constitutes a material breach or violation of HIPAA, to take reasonable steps to cure the breach or end the violation, as applicable, and if such steps are unsuccessful, terminate the contract or arrangement with such entity, if feasible.
11. to the extent required by the "minimum necessary" requirements of HIPAA, Business Associate shall only request, use and disclose the minimum amount of PHI necessary to accomplish the purpose of the request, use or disclosure.
12. to refrain from receiving any remuneration in exchange for any Individual's PHI unless such exchange (i) is pursuant to a valid authorization that includes a specification of whether the PHI can be further exchanged for remuneration by the entity receiving PHI of that Individual, or (ii) satisfies one of the exceptions enumerated in the HIPAA regulations and specifically Section 13405(d)(2) of the HITECH Act.
13. to refrain from marketing activities that would violate HIPAA and specifically Section 13406 of the HITECH Act.
Responsibilities of Covered Entity. Covered Entity shall:
1. provide Business Associate with the notice of privacy practices that Covered Entity produces in accordance with 45 C.F.R. §164.520, as well as any changes to such notice.
2. provide Business Associate, in writing, with any changes in, or revocation of, permission by Individual to the use or disclosure of PHI, if such changes affect Business Associate's permitted or required uses or disclosures. Upon receipt by Business Associate of such notice of changes, Business Associate shall cease the use and disclosure of any such Individual's PHI except to the extent it has relied on such use or disclosure, or where an exception under HIPAA expressly applies.
3. notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 C.F.R. §164.522.
Termination.
1. Termination for Cause. Either Party may immediately terminate this Agreement if such Party (the "Non-Breaching Party") determines that the other Party (the "Breaching Party") has breached a material term of this Exhibit A. Alternatively, the Non-Breaching Party may choose to provide the Breaching Party with written notice of the existence of an alleged material breach and afford the Breaching Party an opportunity to cure the alleged breach. Failure to cure the material breach within thirty (30) days of the written notice constitutes grounds for immediate termination of this Agreement.
2. Effect of Termination.
Indemnification.
Business Associate shall reimburse and indemnify Covered Entity for all reasonable and direct costs, expenses (including reasonable attorneys' fees), damages and other losses resulting directly from any negligent breach of this Business Associate Addendum, Security Incident or Breach of PHI maintained by Business Associate or Business Associate's agent or subcontractor, subject to the provisions of the Agreement. The foregoing includes, without limitation: fines or settlement amounts owed to a state or federal government agency; the cost of any notifications to individuals or government agencies; credit monitoring for affected individuals; or other mitigation steps required to be taken by Covered Entity to comply with HIPAA or state law.

Schedule for Dragon Medical Network Edition - Client License

The terms of this Schedule for Dragon Medical Network Edition - Client License ("Schedule") apply to the Applicable Software specified in an Order placed with Authorized Reseller (such Order, the "Applicable Order"). This Schedule forms part of the Healthcare Master Agreement between Nuance and Company (the "Agreement"). In the event of a conflict between the General Terms and Conditions of the Agreement and the terms of this Schedule, the terms of this Schedule will prevail.

Definitions. For purposes of this Schedule, the following terms shall have the following meanings:
- "Applicable Software" means the Dragon Medical Network Edition (DMNE) Software specified in an Order as being licensed pursuant to the "Physician Client License" or the "Non-Physician Client License" License Model; and which Software requires Company to have a valid licensed copy of NMS Software (licensed separately).
- "Authorized User" is as defined below in Section 2 of this Schedule.
- "Device" means a personal computing device as specified in the accompanying Documentation.
- "License Duration" means the duration of the license grant specific to a particular Software license, which duration is either a Perpetual License or a Term License, as indicated in the Applicable Order.
- "NMS Software" means Nuance's proprietary Nuance Management Server software product.
- "Non-Physician" means a person who is not a Physician (including, but not limited to, a nurse, physician assistant, or psychologists), working on behalf of Company.
- "Physician" means a person who is a physician (including, but not limited to, a full-time or part-time physician, resident, attending physician, physician with privileges, M.D., or D.O.) working on behalf of Company.
- "Perpetual License" means a license grant that is not limited in duration, subject to early termination pursuant to the Agreement.
- "Term License" means a license grant that is limited in duration, which duration is as indicated in the Applicable Order, subject to early termination pursuant to the Agreement.
- "User Profile" means the record of an individual's speaker-specific data that provides a consistent dictation experience across successive dictation sessions by such individual.
Grant of Rights. Subject to the terms and conditions of the Agreement (including this Schedule), for each license to the Applicable Software purchased (as indicated in the Applicable Order), Nuance hereby grants Company, and Company accepts, a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to allow a single Physician or Non-Physician (such Physician or Non-Physician, an "Authorized User") to use the Applicable Software during the License Duration; provided such use is: (i) in a manner commensurate with the intended use of the Applicable Software (as prescribed by the Agreement and the Documentation), and (ii) solely for Company's internal business purposes. Company shall not allow any Authorized User to use the Applicable Software for: (a) the Authorized User's own personal use, or (b) the benefit of any third party. Company shall not allow anyone other than the Authorized Users to use the Applicable Software. A separate license to the Applicable Software must be purchased for each Physician or Non-Physician whose User Profile is used by the Applicable Software. Use of the Applicable Software requires that Company have a valid licensed copy of NMS Software, which software is licensed separately.
Restrictions. If the Applicable Software is identified on the Applicable Order as being a "Non-Physician Client License," then the Authorized User under such license must be a Non-Physician, and Company shall not allow a Physician to utilize the Applicable Software under such license.
Right to Copy. Pursuant to the rights granted under Section 2 of this Schedule, Company may reproduce and install copies of the Applicable Software on as many Devices as is reasonably necessary to exercise its license rights under Section 2 of this Schedule. All such copies must be true and complete copies (including intellectual property notices) and be made from media or files supplied by Nuance to Company under the Agreement or from a network source if true and complete copies of such media or files supplied by Nuance are copied to the network source.

Schedule for Dragon Medical Network Edition - FTE Client License

The General Terms and Conditions and this Schedule for Dragon Medical Network Edition – FTE Client License ("Schedule") apply to the Applicable Software specified in an Order. In the event of a conflict between the General Terms and Conditions and the terms of this Schedule, the terms of this Schedule will prevail.

Definitions. For purposes of this Schedule, the following terms shall have the following meanings:
- "Applicable Software" means the Dragon Medical Network Edition (DMNE) Software specified in an Order as being licensed pursuant to the "FTE Physician Client License" or the "Non-Physician Client License" License Model; and which Software requires Company to have a valid licensed copy of NMS Software.
- "Authorized User" is as defined below in Section 2 of this Schedule
- "Clinician" means a person qualified in the clinical practice of healthcare (including, but not limited to, a physician, nurse, chiropractor, physical therapist, and physicians assistant), working on behalf of Company.
- "Device" means a personal computing device as specified in the accompanying Documentation.
- "Full-Time Physician" means a Physician that works a total of more than 20 hours per week for Company.
- "Half-time Physician" means a Physician that works a total of between 10 and 20 hours per week for Company.
- "NMS Software" means Nuance's proprietary Nuance Management Server software product.
- "Non-Physician" means a Clinician who is not a Physician.
- "Part-time Physician" means a Physician that works a total of 10 or fewer hours per week for Company
- "Resident Physician" means a Physician that is a resident at one or more of Company's facilities.
- "Physician" means a Clinician who is a physician (including, but not limited to: a full time or part time physician; resident; attending physician; physician with privileges; M.D. or D.O.) working on behalf of Company.
- "User Profile" means the record of an individual's speaker-specific data that provides a consistent dictation experience across successive dictation sessions by such individual.
Grant of Rights. Subject to the terms and conditions of the General Terms and Conditions, this Schedule and the applicable Order, for each license to the Applicable Software purchased (as indicated in the Order), Nuance hereby grants Company a limited, non-exclusive, non-transferable, non-sublicensable license to allow a single Clinician (an "Authorized User") to use the Applicable Software in conjunction with a valid licensed copy of NMS Software (such license, the "Client License"); provided such use is (i) in a manner commensurate with its intended use (as prescribed by the Documentation), and (ii) solely for Company's internal business purposes. Company shall not allow any Authorized User to use the Applicable Software for: (a) the Authorized User's own personal use, or (b) the benefit of any third party. Company shall not allow anyone other than the Authorized Users to use the Applicable Software. A separate license to the Applicable Software must be purchased for each Clinician whose User Profile is used by the Applicable Software.
Restrictions.
- Non-Physician Restriction If the Applicable Software is identified in the Order as being a "Non-Physician Client License," then each such license is for the benefit of a single Clinician who is a Non-Physician only, and such licenses may not be utilized by Physicians.
- FTE Restriction.
Right to Copy. Pursuant to the rights granted under Section 2 of this Schedule, Company may reproduce and install copies of the Applicable Software on as many Devices as is reasonably necessary to exercise its license rights under Section 2 of this Schedule. All such copies must be true and complete copies (including intellectual property notices) and be made from media or files supplied by Nuance to Company under the Agreement or from a network source if true and complete copies of such media or files supplied by Nuance are copied to the network source.
Reporting. Within thirty (30) days following each anniversary of the date of the Order for the Applicable Software, Company shall provide Nuance with a signed written report indicating the total number of Clinicians that are using the Applicable Software, and of that number, how many are (i) Full-time Physicians; (ii) Half-time Physicians; (iii) Part-time Physicians; (iv) Resident Physicians; and (v) Non-Physicians. Failure to comply with this reporting requirement is a material breach of the Agreement.

Schedule for Dragon Medical Network Edition - FTE Enterprise Site License

The General Terms and Conditions and this Schedule for Dragon Medical Network Edition–FTE Enterprise Site License ("Schedule") apply to the Applicable Software specified in an Order (which Order is referred to herein as the "Applicable Order"). In the event of a conflict between the General Terms and Conditions and the terms of this Schedule, the terms of this Schedule will prevail.

Definitions. For purposes of this Schedule, the following capitalized terms shall have the following meanings:
- "Actual FTE Count" means the total number of FTEs that Company has on the applicable anniversary of the date of the Applicable Order.
- "Annual Report" means a report indicating the number of FTEs that Company has on each annual anniversary of the date of the Applicable Order.
- "Applicable Software" means the Dragon Medical Network Edition (DMNE) Software specified in an Order as being licensed pursuant to the "FTE Enterprise Site License" License Model; and which Software requires Company to have a valid licensed copy of NMS Software.
- "Authorized User" is as defined below in Section 2 of this Schedule.
- "Baseline FTE Count" means the number of FTEs covered by the Enterprise Site License. The Baseline FTE Count is as initially specified in the Applicable Order, and as subsequently augmented pursuant to Section 4.2.1 herein.
- "Device" means a personal computing device as specified in the accompanying Documentation.
- "FTE" means a full-time equivalent Physician, whereby:
  - a Physician that works a total of more than 20 hours per week for Company is equivalent to 1 FTE
  - a Physician that works a total of between 10 and 20 hours per week for Company is equivalent to 0.5 FTE
  - a Physician that works a total of 10 or fewer hours per week for Company is equivalent to 0.333 FTE
  - a Physician that is a resident at one or more of Company's facilities is equivalent to 0.125 FTE
- "NMS Software" means Nuance's proprietary Nuance Management Server software product.
- "Physician" means an individual who is a physician (including, but not limited to: a full-time or part-time physician; resident; attending physician; physician with privileges; M.D. or D.O.), working on behalf of Company.
- "Resident Physician" means a Physician that is a resident at one or more of Company's facilities.
Grant of Rights. Subject to the terms and conditions of the General Terms and Conditions, this Schedule and the Applicable Order, Nuance hereby grants Company a limited, non-exclusive, non-transferable, non-sublicensable license to allow all Physicians at all of its healthcare facilities (each, an "Authorized User") to use the Applicable Software in conjunction with a valid licensed copy of the NMS Software (such license, the "Enterprise Site License"); provided such use is: (i) in a manner commensurate with its intended use (as prescribed by the Documentation), and (ii) solely for Company's internal business purposes. Company shall not allow any Authorized User to use the Applicable Software for: (a) the Authorized User's own personal use, or (b) the benefit of any third party. Company shall not allow anyone other than the Authorized Users to use the Applicable Software. Pursuant to the rights granted under this Section 2, Company may reproduce and install as many copies of the Applicable Software on as many Devices as is reasonably necessary to exercise its license rights under this Section 2. All such copies must be true and complete copies (including intellectual property notices) and be made from media or files supplied by Nuance to Company under the Agreement or from a network source if true and complete copies of such media or files supplied by Nuance are copied to the network source.
Enterprise Site License Fee. The license fee for the Enterprise Site License (the "Enterprise Site License Fee") is calculated based on the aggregate number of FTEs located at all of Company's facilities, as initially specified in the Applicable Order and as subsequently augmented pursuant to Section 4 herein. The Enterprise Site License Fee does not provide for Maintenance Services, which are charged for separately.
True-up Process.
1. Annual Report. Once per year, on the anniversary date of the date of the Applicable Order, Company shall provide Nuance with an Annual Report using the form attached as Appendix A. Company shall indicate within the Annual Report: (a) the applicable Actual FTE Count, the Baseline FTE Count, and the disparity between them. Failure to comply with the reporting requirements of this Schedule is a material breach of the Agreement.
2. Initial True-up. Upon the first occurrence where the Actual FTE Count reported by Company exceeds 105% of the initial Baseline FTE Count as of the date of the Applicable Order, Company shall pay Nuance the applicable Enterprise Site License Fee, and associated Maintenance Services fees, for all additional FTEs that exceed the initial Baseline FTE Count, based on the Prevailing Rate. All of the additional FTEs are then added to the initial Baseline FTE Count to establish a revised Baseline FTE Count for each successive annual period, subject to further increase as provided in Section 4.3 below.
3. Subsequent True-up. For each subsequent Annual Report where the Actual FTE Count reported by Company exceeds 105% of the then-current Baseline FTE Count, Company shall pay Nuance the applicable Enterprise Site License Fee, and associated Maintenance Services fees, for all additional FTEs that exceed the then-current Baseline FTE Count, based on the Prevailing Rate. All of the additional FTEs are then added to the current Baseline FTE Count to establish a revised Baseline FTE Count for each successive annual period, subject to further increase as provided in this Section 4.3.
4. Example. As an example, assume that the initial Baseline FTE Count is 100 FTEs (70 Physicians that work 40 hours/week, 40 Physicians that work 15 hours/week, 27 Physicians that work less than 10 hours/week, and 8 residents). On the first anniversary of the date of the Applicable Order, Company reports an Actual FTE Count of 120 FTEs. In this case, since 120 FTEs is greater than 105% of the Baseline FTE Count of 100, Company would be required to pay the Enterprise Site License Fee, and associated Maintenance Services fees, for 20 additional FTEs, and 20 FTEs would then be added to the Baseline FTE Count, making the Baseline FTE Count 120 FTE. If in the subsequent year, Company reports an Actual FTE Count of 122 then Company would not be required to pay an additional Enterprise Site License Fee, at that time, for FTEs because the Actual FTE Count of 122 would not exceed 105% of the then-current Baseline FTE Count of 120 FTE.

Appendix A
Annual Report

Customer Name:

Date of the Applicable Order:

Licensed Software: Dragon Medical Network Edition - FTE Enterprise Site License

Annual FTE Count: Indicate Annual FTE Count, Baseline FTE Count, and the amount of the Annual FTE Count is over the Baseline FTE Count:

Annual FTE Count	Baseline FTE Count	Over

FTE Breakdown: Breakdown the Annual FTE Count, by indicating the number of full-time, half-time, part-time Physicians and residents that make up the Annual FTE Count:

FTE BREAKDOWN	QUANTITIY
# of Physicians that work a total of more than 20 hours per week
# of Physicians that work a total of between 10 and 20 hours per week
# of Physicians that work a total of between 10 and 20 hours per week
# of Physicians that are residents

Authorized signature

Date

Print Name and Title

Note:

This form must be used for all Annual Reports.

All Annual Reports must be submitted no later than thirty (30) days following each anniversary of the date of the Applicable Order.

Annual Reports should be sent via email to aevreports@nuance.com and by physical mail to:

Site License Administrator

Nuance Communications Inc.

3984 Pepsi Cola Drive

Melbourne, FL 32934

Schedule for Nuance Management Server for Dragon Medical Network Edition

The General Terms and Conditions and this Schedule for Nuance Management Server for Dragon Medical Network Edition ("Schedule") apply to the Applicable Software specified in an Order. In the event of a conflict between the General Terms and Conditions and the terms of this Schedule, the terms of this Schedule will prevail.

Definitions. For purposes of this Schedule, the following terms shall have the following meanings:
- "Applicable Software" means the Nuance Management Server for Dragon Medical Network Edition Software, which consists of the Nuance Management Server (NMS) Software and the Dragon Medical Network Edition (DMNE) Software.
- "Authorized User" is as defined below in Section 2(b) of this Schedule.
- "Contractor" means any consultant or independent contractor who has a need to use the Software, solely in connection with the operation of the business of Company, based upon a contractual relationship with Company; provided (i) Company remains responsible for use of the Software by such consultant or independent contractor, and (ii) such consultant or independent contractor is subject to confidentiality and use restrictions as least as strict as those contained in this Agreement.
- "DMNE Software"means the Dragon Medical Network Edition Software component of the Applicable Software.
- "Instance" An "Instance" of the NMS Software is created by installing the NMS Software, or by duplicating an existing "Instance". References to the NMS Software in this Schedule include "Instances" of the NMS Software.
- "NMS Software" means the Nuance Management Server Software component of the Applicable Software.
- "Operating System Enviroment" means a single instance of an operating system and instances of applications, if any, configured to run on that single operating system instance.
- "Perpetual License" means a license grant that is not limited in duration, subject to early termination pursuant to the Agreement.
- "Physical Operating System Environment" means an Operating System Environment configured to run directly on a physical hardware system that uses physical processors, each occupying a single socket on a system's motherboard in a physical hardware system.
- "Virtual Operating System Environment" means an Operating System Environment configured to run on a virtual (or otherwise emulated) hardware system that uses virtual processors, whereby a "virtual processor" is a processor in a virtual (or otherwise emulated) hardware system. A "virtual processor" is considered to have the same number of threads and cores as a physical processor on the underlying physical hardware system.
Grant of Rights. Subject to the terms and conditions of the General Terms and Conditions, this Schedule and the applicable Order, Nuance hereby grants Company a limited, non-exclusive, non-transferable, non-sublicensable license to:
1. install and run, at any one time, one Instance of the NMS Software on one compatible Physical Operating System Environment or one Virtual Operating System Environment, whereby, to "run an Instance" means to load the NMS Software into memory and execute one or more of its instructions (once running, an Instance is considered to be running, whether or not its instructions continue to execute, until it is removed from memory). One Instance of the NMS Software is only licensed for use with one database; and
2. allow up to twenty (20) Company employees or Contractors for both the Production Instance and Testing Instance (the "Authorized Users") to: (i) use the Nuance Management Console for NMS to set up Company's licensed users of Dragon Medical Network Edition Software, manage the user options, and perform maintenance tasks on the NMS Software; and (ii) five (5) Company employees or Contractors, for both the Production Instance and Testing Instance, to use the DMNE Software for the sole purpose of testing Dragon Medical Network Edition Software to support Company's licensed users. For the avoidance of doubt, the Dragon Medical Network Edition Software component of the Applicable Software cannot be used for clinical dictation under this license Schedule.

Schedule for Dragon Medical One - User License

(formerly Dragon Medical Direct)

The terms of this Schedule for Dragon Medical One - User License ("Schedule") apply to the Dragon Medical One Hosted Service (and the previous release known as Dragon Medical Direct) and Client Software (as defined below) specified in an Order (the "Applicable Order") as licensed on a per user or client license basis and form part of the Nuance Healthcare Master Agreement between Nuance and Company (the "Agreement"). This Schedule becomes binding on Company when Company executes an order with an Authorized Reseller for the purchase of the Hosted Service. In the event of a conflict between the General Terms and Conditions of the Agreement and the terms of this Schedule, the terms of this Schedule will prevail.

Definitions. For purposes of this Schedule, the following terms shall have the following meanings:
- "Authorized User" means a single employee, agent or contractor at a Healthcare Facility
- "Client Software" means the Nuance Software, if any, provided to Company, by Nuance, as part of the Hosted Services.
- "Fees" means the fees for the Hosted Services and Client Software, as set forth on the applicable Order.
- "First Productive Use"means the date on which Nuance has electronically delivered a "Welcome Kit" containing a URL that provides Company with access to the Hosted Solution functionality thereby enabling Company to install and use the Hosted Solution.
- "Hosted Services" means the Dragon Medical One Software as a Service (SaaS) offering owned and operated by Nuance, as specified in an Order, which is made available to Company as a service via the Internet.
- "Hosted Solution" means the collective offering of the Hosted Services and the associated Client Software.
- "Healthcare Facility" means a hospital, physician office, outpatient center, surgical facility, or other facility delivering healthcare services, that is wholly owned or controlled by Company. For purposes of this definition, "control" means (i) the power to elect a majority of the directors of a corporation or similar officers of an entity, or (ii) the power by contract to operate or manage the day-to-day operations of a health care facility.
- "Payment Schedule" means the payment schedule set forth on the applicable Order between Company and Authorized Reseller.
- "Service Term" means the term for which Company is granted the rights to the Hosted Services and Client Software, which term is as specified in Section 6.1 of this Schedule.
Grant of Rights.
1. Hosted Services. Subject to the terms and conditions of the Agreement (including this Schedule), for each subscription to the Hosted Solution purchased (as indicated in the applicable Order) Nuance hereby grants Company, and Company accepts, a revocable, non-exclusive, non-transferable, limited right to allow a single Authorized User to remotely, via the Internet, access and use the Hosted Services during the Service Term solely from within the United States (unless otherwise authorized by Nuance in writing); provided such access and use is: (i) in a manner commensurate with the intended use of the Hosted Services (as prescribed by the Agreement and the Documentation), and (ii) solely for Company's internal business purposes performed at a Healthcare Facility
2. Client Software Subject to the terms and conditions of the Agreement (including this Schedule), Nuance hereby grants Company, and Company hereby accepts, a revocable, non-exclusive, non-transferable, non-sublicensable, limited license to allow Authorized Users to use the Client Software, during the Service Term, for the sole and limited purpose of accessing and using the Hosted Services as per the rights granted in Section 2.1 of this Schedule; provided that such use is in a manner commensurate with the intended use of the Client Software (as prescribed by the applicable Documentation). Company may reproduce and install copies of the Client Software on as many personal computing devices of the types specified in the accompanying Documentation as is reasonably necessary to exercise its license rights under Sections 2.2. All such copies must be true and complete copies (including intellectual property notices) and be made from media or files supplied by Nuance to Company under the Agreement or from a network source if true and complete copies of such media or files supplied by Nuance are copied to the network source.
3. Restrictions Company shall not allow any Authorized User to access and use the Hosted Services or the Client Software for (a) the Authorized User's own personal use, or (b) the benefit of any third party. Company shall not (i) allow anyone other than the Authorized Users to access or use the Hosted Services or the Client Software, or any components thereof, or (ii) interfere with or disrupt the integrity or performance of the Hosted Services.
Nuance Responsibilities
1. Hosted Services Nuance agrees to host, operate and maintain the equipment and software comprising its Hosted Services, and to allow Company to access and use the Hosted Services, during the Service Term, in accordance with the terms and conditions of the Agreement. Nuance will provide the Hosted Services subject to the terms of the Service Level Agreement for Dragon Medical One attached here as Exhibit 1.
2. Support During the Service Term, Nuance will provide maintenance and support services for the Hosted Solution as follows:
Company Responsibilities.
1. Project Manager During installation and operation of the Hosted Solution, Company shall provide a qualified individual who will manage and monitor the installation and assist with any issues that may arise during routine operation of the Hosted Solution.
2. Equipment and Internet Connectivity Company shall provide, at its own expense, telecommunications (including Internet connectivity), firewall, and all equipment and operating system software necessary for Authorized Users to access and use the Hosted Solution, as recommended in the Documentation. Nuance shall have no responsibility for any costs incurred in connection with modifications or enhancements to Company's system necessary to implement Company's interface with the Hosted Services or in connection with Company's use of the Hosted Services. Nuance will not be responsible for fees billed by Company's or an Authorized User's mobile operator for use of the wireless or cellular networks necessary to send and receive data from the Hosted Service. The communications and network interoperability requirements for Internet access to the Hosted Services are described in the Documentation.
Payment Upon commencement of the Service Term, Company shall pay Authorized Reseller the Fees in accordance with the Payment Schedule.
Term and Termination
1. Service Term Subject to the right to terminate as set forth in the Agreement, the initial Service Term shall be as set forth in the applicable Order. Thereafter, subject to the right to terminate as set forth in the Agreement, the Service Term will automatically renew for successive one (1) year periods unless either party notifies the other party, in writing and at least ninety (90) days prior to the expiration of the then-current Service Term, of its decision not to renew the Service Term. The initial Service Term will commence upon First Productive Use or one hundred eighty (180) days following the date of the applicable Order, whichever occurs first. Each renewal Service Term, if applicable, will commence immediately following expiration of the prior Service Term. Upon expiration or termination of the applicable Order or the Agreement, by either party, the Service Term shall terminate.
2. Effect of Termination Upon the expiration or termination of the Service Term, Company's rights to access and use the Hosted Services, as well as Company's rights to use the associated Client Software, will terminate. Neither the expiration nor termination of the Service Term shall affect Company's payment obligations. If the Service Term is terminated prior to the completion of the then-current Service Term, other than by Company in accordance with the Agreement for Nuance's uncured material breach, Company shall pay Authorized Reseller or Nuance, as directed, a fee equal to the total amount of Fees that would have come due over the remainder of the then-current Service Term but for the early termination ("Early Termination Fee"). Authorized Reseller or Nuance shall invoice Company, in full, for the Early Termination Fee following the date of termination of the Service Term which Company shall pay within 30 days.
Company Loyalty Discounts for Dragon Medical If Company received a discount in exchange for surrendering or terminating previously purchased Dragon Medical software licenses (the "Legacy Licenses"), any Legacy Licenses that form the basis for that discount shall be identified on the Order. If an Order identifies a discount for Legacy Licenses, then upon execution of the Order, Company's rights to the Legacy Licenses shall terminate automatically, Company shall immediately cease using, un-install, and return to Nuance or destroy, the Legacy Licenses and any copies thereof, and within thirty days certify to Nuance in writing that Company has done so. Any Maintenance Services for the Legacy Licenses shall also be terminated upon execution of the Order.

Exhibit 1 to Schedule for Dragon Medical One - User Licenses
Service Level Agreement (SLA) for Dragon Medical One for Companies who are Authorized Reseller Customers

This SLA forms part of any Schedule for the Dragon Medical One hosted service that incorporates this SLA by reference and that in turn forms part of Company's Healthcare Master Agreement (the "Agreement") with Nuance.

Definitions

"Base Time" means the total number of minutes (24x7x60) in a calendar month beginning on the first day of such month and ending on the last day of such month.
"Downtime" means the time in minutes that Nuance declares a Dragon Service is unavailable due to a crash, material malfunction, or other failure, or a time period during which use of a Dragon Service is restricted because it produces erroneous results. Downtime does not include Excluded Events.
"Excluded Events" means the time in minutes that a Dragon Service is either not performing or unavailable due to: (a) Internet or Company network downtime, (b) scheduled maintenance including software/network/hardware upgrades/releases, (c) Company activity that prevents Nuance's timely service delivery, (d) failure of a non-Nuance supplied modality, information system, or networking component, (e) Company's failure to operate/maintain a Dragon Service in accordance with its current service specifications, Documentation, and intended use, (f) factors outside Nuance's reasonable control (i.e., force majeure events, network/device failure external to Nuance data center); (g) use of services/hardware/software not provided, specified or recommended by Nuance; (h) Company's failure to follow prior Nuance instructions regarding use of a Dragon Service; (i) use of pre-release, beta or trial versions of a Dragon Service or feature thereof; (j) a Company employee's, contractor's, or vendor's unauthorized action or lack of action resulting in faulty input or attempts to perform operations that exceed prescribed service limits, or (k) suspension of customer's access to Dragon Medical services by Nuance in accordance with the Agreement.
"Incidents" means (i) any single event, or (ii) a set of events, that result in Downtime.
"Dragon Service" means the Dragon Medical One Software as a Service (SaaS) offering owned and operated by Nuance, as specified in an Order, which is made available to Company as a service via the Internet.
"Service Fee" means Nuance's standard list price for the particular license model and quantity of Dragon Service that Company subscribes to during the Base Time, provided that Company pays Authorized Reseller's fees for such Dragon Service.

DRAGON SERVICE UPTIME COMMITMENT

Nuance will meet the Dragon Service Uptime Commitment set forth in the table below for Dragon Services during each Base Time period less Excluded Events ("Dragon Service Uptime Commitment"). If the Dragon Service Uptime Commitment for a Dragon Service is not met, Nuance will issue a credit to Company's account in accordance with this Section 2 ("SLA Credit") based on a percentage of the Service Fee in accordance with the following schedule:

Uptime Commitment	SLA Credit
99.5% - 100%	0%
98.5% to less than 99.5%	5%
Less than: 98.5%	10%

Uptime. Uptime is calculated as 100 * 1 – Downtime divided by Base Time minus Excluded Events.
SLA Credit. Company must request an SLA Credit within ten (10) business days of the date of the Incident by contacting Nuance Technical Support to open a service request. Nuance will evaluate all information reasonably available and make a good faith determination of whether SLA Credit is owed. Nuance will use commercially reasonable efforts to process SLA Credit claims within thirty (30) calendar days of receipt of the claim. If Nuance issues an SLA Credit, the Credit will be applied in full through Company's Authorized Reseller and will appear on the second scheduled invoice to the Authorized Reseller following the Base Time period for which SLA Credit applies.

To be eligible for SLA Credit, Company must be running the current or the most recent prior version of the client software for the Dragon Service and must be in compliance with all terms and conditions of the Agreement including being current on all payments due to Nuance and Authorized Reseller. SLA Credits are Company's sole and exclusive remedy for Nuance's failure to meet a Dragon Service Uptime Commitment. SLA Credits may not be transferred or applied to any other account. Company is not entitled to SLA Credit if Company or Authorized Reseller contributed to the performance issue. SLA Credits may not be applied to other unpaid balances or future purchases of Nuance products or service(s).

Schedule for Dragon Medical One - User Licenses

(with Pilot License Option)

(fka Dragon Medical Direct)

The terms of this Schedule for Dragon Medical One - User Licenses (with Pilot License Option) ("Schedule") apply to the Dragon Medical One Hosted Service and Client Software (as defined below) specified in an Order (the "Applicable Order") and form part of the Nuance Healthcare Master Agreement between Nuance and Company (the "Agreement"). This Schedule becomes binding on Company when Company executes an order with an Authorized Reseller for the purchase of the Hosted Service. In the event of a conflict between the General Terms and Conditions of the Agreement and the terms of this Schedule, the terms of this Schedule will prevail.

Definitions. For purposes of this Schedule, the following terms shall have the following meanings:
- "Authorized User" means a single employee, agent or contractor at a Healthcare Facility
- "Client Software" means the Nuance Software, if any, provided to Company, by Nuance, as part of the Hosted Services.
- "Fees" means the fees for the Hosted Services and Client Software, as set forth on the applicable Order.
- "First Productive Use" means the date on which Nuance has electronically delivered a "Welcome Kit" to Company containing a URL that provides Company with access to the Hosted Solution functionality, thereby enabling Company to install and use the Hosted Solution.
- "Hosted Service" means the Dragon Medical One Software as a Service (SaaS) offering owned and operated by Nuance, as specified in an Order, which is made available to Company as a service via the Internet.
- "Hosted Solution" means the collective offering of the Hosted Services and the associated Client Software.
- Healthcare Facility means a hospital, physician office, outpatient center, surgical facility, or other facility delivering healthcare services, that is wholly owned or controlled by Company. For purposes of this definition, "control" means (i) the power to elect a majority of the directors of a corporation or similar officers of an entity, or (ii) the power by contract to operate or manage the day-to-day operations of a health care facility.
- Payment Schedule means the payment schedule set forth on the applicable Order between Company and Authorized Reseller.
- Pilot Term means the Service Term for Pilot Licenses as further defined in Section 8.
- Service Term means the term for which Company is granted the rights to the Hosted Services and Client Software, which term is as specified in Section 6.1 of this Schedule.
- Term License means a license grant that is limited in duration, which duration is as indicated in the applicable Order, subject to early termination pursuant to the Agreement.
Grant of Rights
1. Hosted Services Subject to the terms and conditions of the Agreement (including this Schedule), for each subscription to the Hosted Solution purchased (as indicated in the applicable Order) Nuance hereby grants Company, and Company accepts, a revocable, non-exclusive, non-transferable, limited right to allow a single Authorized User to remotely, via the Internet, access and use the Hosted Services during the Service Term solely from within the United States (unless otherwise authorized by Nuance in writing); provided such access and use is: (i) in a manner commensurate with the intended use of the Hosted Services (as prescribed by the Agreement and the Documentation), and (ii) solely for Company's internal business purposes performed at a Healthcare Facility
2. Client Software Subject to the terms and conditions of the Agreement (including this Schedule), Nuance hereby grants Company, and Company hereby accepts, a revocable, non-exclusive, non-transferable, non-sublicensable, limited license to allow Authorized Users to use the Client Software, during the Service Term, for the sole and limited purpose of accessing and using the Hosted Services as per the rights granted in Section 2.1 of this Schedule; provided that such use is in a manner commensurate with the intended use of the Client Software (as prescribed by the applicable Documentation). Company may reproduce and install copies of the Client Software on as many personal computing devices of the types specified in the accompanying Documentation as is reasonably necessary to exercise its license rights under Sections 2.2. All such copies must be true and complete copies (including intellectual property notices) and be made from media or files supplied by Nuance to Company under the Agreement or from a network source if true and complete copies of such media or files supplied by Nuance are copied to the network source.
3. Restrictions Company shall not allow any Authorized User to access and use the Hosted Services or the Client Software for (a) the Authorized User's own personal use, or (b) the benefit of any third party. Company shall not (i) allow anyone other than the Authorized Users to access or use the Hosted Services or the Client Software, or any components thereof, or (ii) interfere with or disrupt the integrity or performance of the Hosted Services.
Nuance Responsibilities
1. Hosted Services. Nuance agrees to host, operate and maintain the equipment and software comprising its Hosted Services, and to allow Company to access and use the Hosted Services, during the Service Term, in accordance with the terms and conditions of the Agreement. Nuance will provide the Hosted Services subject to the terms of the Service Level Agreement for Dragon Medical One attached here as Exhibit 1, which shall not apply during the Pilot Term for Pilot Licenses as defined in Section 8 below.
2. Support. During the Service Term, Nuance will provide maintenance and support services for the Hosted Solution as follows:
  1. Error Correction. Nuance shall make reasonable efforts to repair any errors that are reported either in writing or verbally by Company's Support Contacts (as defined below in Section 3.2(b)). An error is defined as any operation of the Hosted Solution that is materially different than described in the Documentation. An error also includes a "bug" or "crash" in which the Hosted Solution or portions of the Hosted Solution cease to function.
  2. Company Contact; Question and Answer Support. Company must identify an Administrative Contact, a Technical Contact and an Executive Contact. These individuals must communicate to Nuance about the services rendered hereunder and then will be responsible for communicating, as needed, with Company staff. Nuance will provide question and answer support only to the Administrative Contact, the Technical Contact, and the Executive Contact or their designee. Nuance is not responsible for providing support services directly to transcriptionists or to clinicians. Nuance does not designate a specific limit on the Question/Answer support that it provides, but rather assumes that the existing staff will be adequately trained. However, if over a period of two consecutive weeks, a Company contact persistently calls Nuance for question/answer support, and such Company contact has not attended the appropriate Nuance training classes, then Company agrees to either send the contact(s) to Nuance University classes at Nuance's then-standard rates, or, alternatively, meet with Nuance to review the situation. For the purposes of this Section, the term "persistently" shall mean multiple telephone calls with questions every day.
  3. Service Hours. Nuance shall provide service/support from 8:30 am to 5:00 pm, Monday through Friday in Company time zones, excluding the following holidays: New Year's Day, Memorial Day, July 4th, Labor Day, Thanksgiving Day, and Christmas Day. Nuance shall provide seven days a week, 24-hour per day support for Emergency Events. An Emergency Event is defined as a problem that (a) prevents clinicians from dictating reports; (b) prevents users from accessing the Hosted Solution; (c) prevents multiple transcriptionists from transcribing or editing documents; (d) prevents the printing of documents or (e) prevents interface transactions (i.e., the transmission from or receipt of data by Company's computer systems).
  4. Third Party Supplied Software interoperability. Software residing on Company's work stations is not covered by this Schedule. Upgrades and new releases of all such third-party software are not provided or maintained by Nuance and must be obtained separately by Company. In a Microsoft environment, it is possible that programs provided by other vendors (e.g. an email program) may conflict with the Hosted Services. Nuance disclaims responsibility for any such conflicts.
  5. Updates and Upgrades. During the Service Term, From time to time Nuance may provide Company with Updates and Upgrades to the Client Software. Company will need to implement and deploy such Updates and Upgrades to authorized users within 12 months from Nuance's release date. Nuance will support all versions of the Client Software (with 'version' defined as a release with an increment of 0.1 or higher) for a minimum of 12 months as follows: Nuance will support the current version and the immediately preceding of the Client Software; in addition, at any point in time Nuance will also support any version with a general release date within the preceding 12 months.
Company Responsibilies
1. Project Manager. During installation and operation of the Hosted Solution, Company shall provide a qualified individual who will manage and monitor the installation and assist with any issues that may arise during routine operation of the Hosted Solution.
2. Equipment and Internet Connectivity. Company shall provide, at its own expense, telecommunications (including Internet connectivity), firewall, and all equipment and operating system software necessary for Authorized Users to access and use the Hosted Solution, as recommended in the Documentation. Nuance shall have no responsibility for any costs incurred in connection with modifications or enhancements to Company's system necessary to implement Company's interface with the Hosted Services or in connection with Company's use of the Hosted Services. Nuance will not be responsible for fees billed by Company's or an Authorized User's mobile operator for use of the wireless or cellular networks necessary to send and receive data from the Hosted Service. The communications and network interoperability requirements for Internet access to the Hosted Services are described in the Documentation.
Payment Upon commencement of the Service Term, Company shall pay the Fees in accordance with the Payment Schedule.
Term and Termination.
1. Service Term. Subject to the right to terminate as set forth in the Agreement, the initial Service Term shall be as set forth in the applicable Order. Thereafter, subject to the right to terminate as set forth in the Agreement, the Service Term (excluding Pilot Terms) will automatically renew for successive one (1) year periods unless either party notifies the other party, in writing and at least ninety (90) days prior to the expiration of the then-current Service Term, of its decision not to renew the Service Term. The initial Service Term will commence upon First Productive Use or one hundred eighty (180) days following the date of the applicable Order, whichever occurs first, except with respect to Pilot licenses, in which case the Service Terms start date is defined in Section 8. Each renewal Service Term, if applicable, will commence immediately following expiration of the prior Service Term. Upon expiration or termination of the applicable Order or the Agreement, by either party, the Service Term shall terminate.
2. Effect of Termination Upon the expiration or termination of the Service Term, Company's rights to access and use the Hosted Services, as well as Company's rights to use the associated Client Software, will terminate. Neither the expiration nor termination of the Service Term shall affect Company's payment obligations. If the Service Term is terminated prior to the completion of the then-current Service Term, other than by Company in accordance with the Agreement for Nuance's uncured material breach, Company shall pay Nuance a fee equal to the total amount of Fees that would have come due over the remainder of the then-current Service Term but for the early termination ("Early Termination Fee"). Nuance shall invoice Company, in full, for the Early Termination Fee following the date of termination of the Service Term.
Company Loyalty Discounts for Dragon Medical. If Company receives a discount in exchange for surrendering or terminating previously purchased Dragon Medical software licenses (the "Legacy Licenses"), any Legacy Licenses that form the basis for that discount shall be identified on the Order. If an Order identifies a discount for Legacy Licenses, then upon execution of the Order, Company's rights to the Legacy Licenses shall terminate automatically, Company shall immediately cease using, un-install, and return to Nuance or destroy, the Legacy Licenses and any copies thereof, and within thirty days certify to Nuance in writing that Company has done so. Any Maintenance Services for the Legacy Licenses shall also be terminated upon execution of the Order.
Pilot License Terms. If Company purchases Dragon Medical Direct User Licenses identified as Pilot licenses on the applicable Order, then the Service Term will begin on the project kickoff meeting date (being the date on which the first meeting occurs between the Nuance project manager and Company) or other date determined by Nuance and shall continue for 30 days thereafter, or for the duration of any longer or shorter License Term (aka Service Term or Order Term) stated in the Order (the "Pilot Term"). Notwithstanding Section 6.1, a Pilot Term will not automatically renew and may only be extended by a new or amended Order. ANY PROFILE OR PERSONALIZATION DATA THAT COMPANY ENTERS INTO THE HOSTED SOLUTION(S), AND ANY CUSTOMIZATIONS MADE TO THE HOSTED SOLUTION(S) BY OR FOR COMPANY DURING THE PILOT TERM WILL BE PERMANENTLY LOST UNLESS COMPANY PURCHASES A SUBSCRIPTION TO THE SAME HOSTED SOLUTION AS INDICATED IN THE PILOT ORDER, OR EXPORTS SUCH PROFILE OR PERSONALIZATION DATA, WITHIN SIXTY (60) DAYS OF THE PILOT TERM ENDIND, UNLESS OTHERWISE AGREED TO BY THE PARTIES. If after the Pilot Term ends, Company purchases standard term User Licenses to the Hosted Solution within 60 days, the terms of this Schedule will apply to such licenses unless otherwise indicated on Company's Order for the standard term licenses.

Exhibit 1 to Schedule for Dragon Medical One - User Licenses with Pilot License Option
Service Level Agreement (SLA) for Dragon Medical One for Companies who are Authorized Reseller Customers

Definitions
- "Base Time" means the total number of minutes (24x7x60) in a calendar month beginning on the first day of such month and ending on the last day of such month.
- "Downtime" means the time in minutes that Nuance declares a Dragon Service is unavailable due to a crash, material malfunction, or other failure, or a time period during which use of a Dragon Service is restricted because it produces erroneous results. Downtime does not include Excluded Events.
- "Excluded Events" means the time in minutes that a Dragon Service is either not performing or unavailable due to: (a) Internet or Company network downtime, (b) scheduled maintenance including software/network/hardware upgrades/releases, (c) Company activity that prevents Nuance's timely service delivery, (d) failure of a non-Nuance supplied modality, information system, or networking component, (e) Company's failure to operate/maintain a Dragon Service in accordance with its current service specifications, Documentation, and intended use, (f) factors outside Nuance's reasonable control (i.e., force majeure events, network/device failure external to Nuance data center); (g) use of services/hardware/software not provided, specified or recommended by Nuance; (h) Company's failure to follow prior Nuance instructions regarding use of a Dragon Service; (i) use of pre-release, beta or trial versions of a Dragon Service or feature thereof; (j) a Company employee's, contractor's, or vendor's unauthorized action or lack of action resulting in faulty input or attempts to perform operations that exceed prescribed service limits, or (k) suspension of customer's access to Dragon Medical services by Nuance in accordance with the Agreement.
- "Incidents" means (i) any single event, or (ii) a set of events, that result in Downtime.
- "Dragon Service" means the Dragon Medical One hosted service, f/k/a Dragon Medical Direct, when priced on a standalone basis and not as part of a multi-product package price.
- "Service Fee" means Nuance's standard list price for the particular license model and quantity of Dragon Service that Company subscribes to during the Base Time, provided that Company pays Authorized Reseller's fees for such Dragon Service.

DRAGON SERVICE UPTIME COMMITMENT Nuance will meet the Dragon Service Uptime Commitment set forth in the table below for Dragon Services during each Base Time period less Excluded Events ("Dragon Service Uptime Commitment"). If the Dragon Service Uptime Commitment for a Dragon Service is not met, Nuance will issue a credit to Company's account in accordance with this Section 2 ("SLA Credit") based on a percentage of the Service Fee in accordance with the following schedule:

Uptime Commitment	SLA Credit
99.5% - 100%	0%
98.5% to less than 99.5%	5%
Less than: 98.5%	10%

Uptime. Uptime is calculated as 100 * 1 – Downtime divided by Base Time minus Excluded Events.
SLA Credit. Company must request an SLA Credit within ten (10) business days of the date of the Incident by contacting Nuance Technical Support to open a service request. Nuance will evaluate all information reasonably available and make a good faith determination of whether SLA Credit is owed. Nuance will use commercially reasonable efforts to process SLA Credit claims within thirty (30) calendar days of receipt of the claim. If Nuance issues an SLA Credit, the Credit will be applied in full through Company's Authorized Reseller and will appear on the second scheduled invoice to the Authorized Reseller following the Base Time period for which SLA Credit applies.

To be eligible for SLA Credit, Company must be running the current or the most recent prior version of the client software for the Dragon Service and must be in compliance with all terms and conditions of the Agreement including being current on all payments due to Nuance and Authorized Reseller. SLA Credits are Company's sole and exclusive remedy for Nuance's failure to meet a Dragon Service Uptime Commitment. SLA Credits may not be transferred or applied to any other account. Company is not entitled to SLA Credit if Company or Authorized Reseller contributed to the performance issue. SLA Credits may not be applied to other unpaid balances or future purchases of Nuance products or service(s).

Schedule for Powermic Mobile - User Licenses

The terms of this Schedule for PowerMic Mobile - User Licenses ("Schedule") apply to the PowerMic Mobile hosted service specified in an Order as being sold on a per user subscription license basis. This Schedule forms part of the Healthcare Master Agreement between Nuance and Company (the "Agreement") and becomes binding on Company when Company executes an order with an Authorized Reseller for the purchase of per user subscription licenses to the Hosted Service. In the event of a conflict between the General Terms and Conditions of the Agreement and the terms of this Schedule, the terms of this Schedule will prevail.

Definitions. For purposes of this Schedule, the following terms shall have the following meanings:
- "Authorized User" means a single individual who is an employee, agent or contractor at a Healthcare Facility
- "Client Software" means the Nuance Software if any, that Nuance provides to Company as part of the Hosted Solution that is necessary for access to a Hosted Service.
- "Fees" means the fees for the Hosted Services as set forth on the applicable Order.
- "First Productive Use" means the date upon which Nuance has electronically delivered a "Welcome Kit" to Company containing a URL that provides access to Hosted Solution functionality to Company, thereby enabling Company to install and access the Hosted Solution.
- "Hosted Services" means the following software as a service offerings owned and operated by Nuance, as specified in an Order, which is made available to Company as a service via the Internet: PowerMic Mobile.
- "Hosted Solution" means the collective offering of the Hosted Services and the associated Client Software.
- Healthcare Facility means a hospital, physician office, outpatient center, surgical facility, or other facility delivering healthcare services, that is wholly owned or controlled by Company. For purposes of this definition, "control" means (i) the power to elect a majority of the directors of a corporation or similar officers of an entity, or (ii) the power by contract to operate or manage the day-to-day operations of a health care facility.
- Payment Schedule means the payment schedule set forth on the applicable Order between Company and Authorized Reseller.
- Service Term means the term for which Company is granted the rights to the Hosted Solution and the term for which Company commits to paying for the Hosted Solution, which term is as specified in Section 6.1 of this Schedule.
- Term License means a license grant that is limited in duration, which duration is as indicated in the applicable Order, subject to early termination pursuant to the Agreement.
Grant of Rights
1. Hosted Services Subject to the terms and conditions of the Agreement (including this Schedule), for each subscription to each Hosted Service purchased (as indicated in the applicable Order), Nuance hereby grants Company, and Company accepts, a revocable, non-exclusive, non-transferable, limited right to allow a single Authorized User to remotely, via the Internet, access and use the Hosted Service during the Service Term; provided such access and use is: (i) in a manner commensurate with the intended use of the Hosted Services (as prescribed by the Agreement and the Documentation), and (ii) solely for Company's internal business purposes performed at a Healthcare Facility. The PowerMic Mobile hosted service is licensed under this Schedule for use only in conjunction with a valid subscription to Nuance's Dragon Medical One hosted service or a valid license to Nuance's Dragon Medical Network Edition software, which must be purchased separately.
2. Client Software Subject to the terms and conditions of the Agreement (including this Schedule), Nuance hereby grants Company, and Company hereby accepts, a revocable, non-exclusive, non-transferable, non-sublicensable, limited license to allow Authorized Users to use the Client Software during the Service Term for the sole and limited purpose of accessing and using the Hosted Service in accordance with the rights granted in Section 2.1 of this Schedule; provided that such use is in a manner commensurate with the intended use of the Client Software (as prescribed by the applicable Documentation). Company may reproduce and install copies of the Client Software on as many personal computing devices of the types specified in the accompanying Documentation as is reasonably necessary to exercise its license rights under Sections 2.2. All such copies must be true and complete copies (including intellectual property notices) and be made from media or files supplied by Nuance to Company or Authorized Reseller for this purpose or from a network source if true and complete copies of such media or files supplied by Nuance are copied to the network source.
3. Restrictions Company shall not allow any Authorized User to access and use the Hosted Services or the Client Software for (a) the Authorized User's own personal use, or (b) the benefit of any third party. Company shall not (i) allow anyone other than the Authorized Users to access or use the Hosted Services or the Client Software, or any components thereof, or (ii) interfere with or disrupt the integrity or performance of the Hosted Services.
Nuance Responsibilities
1. Hosted Services. Nuance agrees to host, operate and maintain the equipment and software comprising its Hosted Service, and to allow Company to access and use the Hosted Service, during the Service Term, in accordance with the terms and conditions of the Agreement.
2. Support. During the Service Term, Nuance will provide Company with support for the Hosted Service in accordance with the terms and conditions set forth in Exhibit 1 to this Schedule. From time to time Nuance may provide Company with Updates and Upgrades to the Client Software. Company will need to implement and deploy such Updates and Upgrades to authorized users within 12 months from Nuance's release date. Nuance will support all versions of the Client Software (with 'version' defined as a release with an increment of 0.1 or higher) for a minimum of 12 months as follows: Nuance will support the current version and the immediately preceding of the Client Software; in addition, at any point in time Nuance will also support any version with a general release date within the preceding 12 months.
Company Responsibilies
1. Project Manager. During installation and operation of the Hosted Solution, Company shall provide a qualified individual who will manage and monitor the installation and assist with any issues that may arise during routine operation of the Hosted Solution.
2. Equipment and Internet Connectivity. Company shall provide, at its own expense, telecommunications (including Internet connectivity), firewall, and all equipment and operating system software necessary for Authorized Users to access and use the Hosted Solution, as recommended in the Documentation. Nuance shall have no responsibility for any costs incurred in connection with modifications or enhancements to Company's system necessary to implement Company's interface with the Hosted Services or in connection with Company's use of the Hosted Services. Nuance will not be responsible for fees billed by Company's or an Authorized User's mobile operator for use of the wireless or cellular networks necessary to send and receive data from the Hosted Service. The communications and network interoperability requirements for Internet access to the Hosted Services are described in the Documentation.
Payment Upon commencement of the Service Term, Company shall pay the Fees in accordance with the Payment Schedule.
Term and Termination.
1. Service Term. Subject to the right to terminate as set forth in the Agreement, the initial Service Term shall be as set forth in the applicable Order (and may be identified in the Order as the Service Term, the Order Term, the License Term or other similar designation of the subscription license duration). Thereafter, subject to the right to terminate as set forth in the Agreement, the Service Term will automatically renew for successive one (1) year periods unless either party notifies the other party, in writing and at least ninety (90) days prior to the expiration of the then-current Service Term, of its decision not to renew the Service Term. The initial Service Term will commence upon First Productive Use or one hundred eighty (180) days following the date of the applicable Order, whichever occurs first. Each renewal Service Term, if applicable, will commence immediately following expiration of the prior Service Term. The Service Term shall terminate automatically upon termination or expiration of Company's Dragon Medical One Hosted Service subscription or Company's Dragon Medical Network Edition license, whichever PowerMic Mobile was purchased for use with, or upon expiration or termination of the applicable Order or the Agreement.
2. Effect of Termination Upon the expiration or termination of the Service Term, Company's rights to access and use the Hosted Services, as well as Company's rights to use the associated Client Software, will terminate. Neither the expiration nor termination of the Service Term shall affect Company's payment obligations. If the Service Term is terminated prior to the completion of the then-current Service Term, other than by Company in accordance with the Agreement for Nuance's uncured material breach, Company shall pay Nuance a fee equal to the total amount of Fees that would have come due over the remainder of the then-current Service Term but for the early termination ("Early Termination Fee"). Nuance shall invoice Company, in full, for the Early Termination Fee following the date of termination of the Service Term.

Exhibit 1 to Schedule for PowerMic Mobile - User Licenses
Hosted Services Support

Nuance shall provide Company with the following maintenance and support services for the Hosted Services during the Service Term (Hosted Services and Hosted Solution are defined in the Schedule to which this Exhibit is attached):

Error Connection. Nuance shall promptly repair any errors which are reported either in writing or verbally. An error is defined as any operation of the Hosted Solution that is different than described in the Documentation. An error also includes a "bug" or "crash" in which the Hosted Solution or portions of the Hosted Solution cease to function.
Company Contact; Question and Answer Support. Company must identify an administrative contact, a technical contact and an executive contact ("Support Contacts"). The Support Contacts must communicate to Nuance about the services rendered hereunder and then will be responsible for communicating, as needed, with Company staff. Nuance will provide question and answer support only to the Support Contacts or their designee. Nuance is not responsible for providing support services directly to transcriptionists or to clinicians. Nuance does not designate a specific limit on the Question/Answer support that it provides, but rather assumes that the Support Contacts will be adequately trained. However, if over a period of two consecutive weeks, a Company Support Contact persistently calls Nuance for question/answer support, and such Support Contact has not attended the appropriate Nuance training classes, then Company agrees to either send the Support Contact(s) to Nuance University classes at Nuance's then-standard rates, or, alternatively, meet with Nuance to review the situation. For the purposes of this Section, the term "persistently" shall mean multiple telephone calls with questions every day.
Service Hours. Nuance shall provide service/support from 8:30 am to 5:00 pm, Monday through Friday in Company time zones, excluding the following holidays: New Year's Day, Memorial Day, July 4th, Labor Day, Thanksgiving Day, and Christmas Day. Nuance shall provide seven days a week, 24-hour per day support for Emergency Events. An Emergency Event is defined as a problem that (a) prevents Clinicians from dictating reports; (b) prevents Authorized Users from accessing the Hosted Solution; (c) prevents multiple transcriptionists from transcribing or editing documents; (d) prevents the printing of documents or (e) prevents interface transactions (i.e., the transmission from or receipt of data by Company's computer systems).
Third Party Supplied Software Interoperability. Software residing on Company's work stations is not covered by this Schedule. Upgrades and new releases of all such third-party software are not provided or maintained by Nuance and must be obtained separately by Company. In a Microsoft environment, it is possible that programs provided by other vendors (e.g. an email program) may conflict with the Hosted Services. Nuance disclaims responsibility for any such conflicts. For further information on program interoperability, see the Nuance documentation for the Hosted Services.
Version Support. From time to time Nuance may provide Company with Updates and Upgrades to the Client Software. Company will need to implement and deploy such Updates and Upgrades (as defined in the Agreement) to authorized users within 12 months from Nuance's release date. Nuance will support all versions of the Client Software (with 'version' defined as a release with an increment of 0.1 or higher) for a minimum of 12 months as follows: Nuance will support the current version and the immediately preceding version of the Client Software; in addition, at any point in time Nuance will also support any version with a general release date within the preceding 12 months.

Dated: November 29, 2016

360 Development Platform

Network guidelines

360 | SpeechAnywhere Services (SAS) is a cloud-based speech recognition service that provides real-time speech recognition. SAS can be used over any network connection: wired, WiFi or 3G/4G cellular networks.

The user's speech is recognized once the audio data has been successfully transmitted to the data center via secure Internet connection. This means that the user experience is affected by the quality of the network connection.

Network bandwidth, network latency and backgound noise are likely to have an impact on a user's speech recognition experience.

This document provides guidelines for administrators on the minimum network requirements for optimal user experience. Acceptable performance is often dependent on the user's perception and expectations vary from user to user. Note that the quality of a network connection cannot be consistently guaranteed over time - a connection that is good one minute can degrade the next, especially if the user is mobile and roaming between WiFi and/or cellular towers.

Performance optimization

The following features are designed to optimize network-based speech performance:

Audio compression: SAS uses a lossy codec to minimize bandwidth requirements while retaining the high quality audio that is required for speech recognition. Audio transmission from a client to the Nuance-hosted SAS data center requires 6 kB/sec, results returned from the data center to the client require approximately 2 kB/sec. If text-to-speech is used, audio streamed from the data center to the client will also require approximately 8 kB/sec.
Audio chunks and silence detection: Audio is streamed to the server in small blocks to increase responsiveness. Data is transferred only when audio is being recorded; users who are not currently dictating do not consume network bandwidth.
SpeakAhead™: Nuance has implemented SpeakAhead technology which enables the user to continue dictating while SAS compensates for network latency. The recognized text is, asynchronously, written in the field that it was originally dictated for.

Network Bandwidth

A user needs 6 kB/sec total bandwidth upstream and 2-8 kB/sec downstream. This means that the network bandwidth requirements per user are minimal. Network connections are often shared and mobile users often utilize multiple network connections as they roam from a hospital network to a 3G/4G cellular tower to a home or public WiFi network.

To test individual connection speed we recommend using a standard tool such as http://speedtest.net. Mobile users can utilize the native applications for iPhone and Android.

The quality of a network connection is not consistently guaranteed, especially for mobile users. In particular, consider the following:

iPhone devices use a weak/poor WiFi connection for data services even in the presence of a strong 3G/4G signal.
A strong 3G/4G signal does not guarantee a high bandwidth connection

Network latency

Network bandwidth is not the only factor in optimal speech recognition. Due to our bandwidth-consumption optimization, network latency can often play a role in the user's perception of performance.

In general, Nuance-hosted services convert audio to text in real time; this means one second of audio is converted to text in one second or less. In order to provide near real-time results to the user, audio is streamed in small chunks. Network latency is overhead that adds directly to the time it takes the user to see the results.

Network performance tools, such as Speedtest.net, report latency based on a ping of the geographically closest server. However, since this does not report the latency between the user's device and the Nuance-hosted services, this data is of limited value. If a general speed test reveals high network latency, it is possible that the network connection in general is poor and the user might experience delayed results. However, low reported network latency, from a general speed test tool, does not guarantee the network path to the Nuance-hosted data center will also exhibit low latency.

To accurately measure network latency from a desktop device to Nuance-hosted services, use the following command line tool: tracert speechanywhere.nuancehdp.com

Note: SAS Servers do not reply to pings; it is, therefore, normal to receive 'Request timed out' messages on the last hop of the traceroute.

To accurately measure network latency from a mobile device to Nuance-hosted services, use an app that performs a similar traceroute function, such as iNetTools for iOS and traceroute for Android.

The quality of network connections, especially for mobile users is not consistent. A one-time check of network latency does not guarantee continued optimal performance.

Acceptable performance is often dependent on the user's perception and expectations vary from user to user. If the user is experiencing high latency, our SpeakAhead feature enables the user to continue dictating while results are processed asynchronously. However, users can grow impatient or frustrated waiting for results.

High level guidelines for network latency:

Servers and Ports

The 360 | SpeechAnywhere Services (SAS), Nuance Management Server (NMS), Nuance Management Console (NMC), 360 | SpeechMagic SDK and Text-To-Speech (TTS) servers communicate in the system. SAS must be able to access the following ports from the client to the corresponding server:

	SAS Server	Your Web Server	NMS
SAS .NET/COM edition	<your.SAS.Server> port: <your port> (default: 3712)	N/A	N/A
SAS Android edition	<your.SAS.Server> port: <your port> (default: 3712)	N/A	N/A
SAS Browser edition	<your.SAS.Server> port: <your port> (default: 3712)	<your.web.server> port: 80,443	N/A
SAS iOS edition	<your.SAS.Server> port: <your port> (default: 3712)	N/A	N/A
Dragon Medical 360 \| Direct & Dragon 360 \| Case and Care	<your.SAS.Server> port: <your port> (default: 3712)	<your.web.server> port: <your port>(default: 80, 443)	<your.mms.server> port: 8010
NMC	N/A	<your.nms.server> port: 80, 443	<your.NMS.server> port: 80, 443, 8010, 8051, 8731

	TTS Server
SAS .NET/COM edition	N/A
SAS Android edition	N/A
SAS Browser edition	N/A
SAS iOS edition	nsa.nuancehdp.com port: 443
Dragon Medical 360 \| Direct & Dragon 360 \| Case and Care	N/A
NMC	N/A

Dated: November 28, 2016

Healthcare Master Agreement

Dragon Medical One (DMO) - Order T&Cs

Healthcare Master Agreement

General Terms and Conditions

Exhibit A to Healthcare Master Agreement

HIPAA business associate addendum

Agreement

Exhibit B to Healthcare Master Agreement

Schedules

Agreement

Schedule for Dragon Medical Practice Edition

Agreement

Schedule for Dragon Medical Network Edition - Client License

Schedule for Dragon Medical Network Edition - FTE Client License

Schedule for Dragon Medical Network Edition - FTE Enterprise Site License

Appendix A Annual Report

Schedule for Nuance Management Server for Dragon Medical Network Edition

Schedule for Dragon Medical One - User License

Exhibit 1 to Schedule for Dragon Medical One - User Licenses Service Level Agreement (SLA) for Dragon Medical One for Companies who are Authorized Reseller Customers

Schedule for Dragon Medical One - User Licenses

Exhibit 1 to Schedule for Dragon Medical One - User Licenses with Pilot License Option Service Level Agreement (SLA) for Dragon Medical One for Companies who are Authorized Reseller Customers

Schedule for Powermic Mobile - User Licenses

Exhibit 1 to Schedule for PowerMic Mobile - User Licenses Hosted Services Support

360 Development Platform

Network guidelines

Performance optimization

Network Bandwidth

Network latency

Servers and Ports

Appendix A
Annual Report

Exhibit 1 to Schedule for Dragon Medical One - User Licenses
Service Level Agreement (SLA) for Dragon Medical One for Companies who are Authorized Reseller Customers

Exhibit 1 to Schedule for Dragon Medical One - User Licenses with Pilot License Option
Service Level Agreement (SLA) for Dragon Medical One for Companies who are Authorized Reseller Customers

Exhibit 1 to Schedule for PowerMic Mobile - User Licenses
Hosted Services Support