1.	Subscription.  In exchange for the subscription payment set forth in the Order Form, Customer shall be entitled to use the Products and the Solutions and related services (as described in the Order Form) during the term, as set forth in the Order Form, subject to and in accordance with these terms and conditions.  The rights granted herein to Customer are for Customer in its current size and configuration, and in the event Customer makes any acquisitions or otherwise expands, the fees set forth in the Order Form shall be appropriately revised.  The subscription is valid for use with data for a single EHR instance and includes integration with a single database.  Each party will bear its own expenses in the course of performing this Agreement.
2.	Support.  LogicStream will provide support for the Product and the Solutions in accordance with LogicStream’s standard support program.  Customer shall not resell, sublicense, lease or otherwise redistribute the Products and the Solutions without written approval of LogicStream. Customer is not entitled to any custom modifications or upgrades of the Products and the Solutions.
3.	Technical Requirements.  LogicStream will separately provide to Customer the technical requirements which Customer has to meet to use the Products and the Solutions.  Customer acknowledges that it is necessary to meet such technical requirements in order for the Products and the Solutions to function correctly.  Customer is responsible for security on servers that Customer provides for LogicStream.
4.	Payment.  Payment shall be made as specified in the Order Form.  Charges hereunder are exclusive of all taxes, however designated.  Unless exempted from such taxes by applicable law, Customer shall pay or reimburse LogicStream, in addition to all the charges specified in this Agreement and as a separate item, all taxes which LogicStream may be required by law to collect or pay based upon the charges set forth in this Agreement or on the services hereunder (other than taxes on LogicStream’s net income).  Customer shall timely provide to LogicStream Customer’s applicable tax exemption identification number, if any, as a condition to not being responsible for a tax hereunder.
5.	Term.  The initial term of this Agreement shall begin on the Effective Date and shall continue for a period of twenty-four (24) months (“Initial Term”).  Thereafter, this Agreement shall automatically renew for additional twelve (12) month periods (each a “Renewal Term”) until terminated by Customer or LogicStream upon ninety (90) days written notice prior to the effective date of the upcoming Renewal Term.  Neither party will require the other party to execute a quotation, purchase order or similar document for any Renewal Term.
6.	Termination.  In the event a party breaches this Agreement or any provision hereof and fails to cure such breach within thirty (30) days after receipt of notice thereof from the other party, the non-breaching party shall have the right to terminate this Agreement immediately upon notice to the breaching party.  In addition, in the event a party files or has filed against it a petition for bankruptcy, becomes subject to a receivership or similar proceeding or undertakes an assignment for the benefit of its creditors, the other party shall have the right to terminate this Agreement immediately upon notice to the party experiencing such event.
7.	Effect of Termination.  
a.	Upon expiration or termination of this Agreement for any reason, Customer’s subscription for the Product and the Solutions will automatically expire and Customer shall return to LogicStream or delete from its equipment the Product and the Solutions and all materials delivered or owned by LogicStream under this Agreement, including all of the documentation, as well as all Confidential Information provided by LogicStream.
b.	If Customer terminates this Agreement under Section 5, Customer will be relieved of any obligation to pay any fees attributable to the period after the effective date of such termination and LogicStream will refund to Customer subscription fees paid in advance for services that LogicStream has not performed as of the effective date of termination.
c.	If LogicStream terminates this Agreement under Section 5, all subscription fees that would have become payable had the Agreement remained in effect until expiration of the term will become immediately due and payable, and Customer shall pay such subscription fees, together with all previously accrued but not yet paid subscription fees, on receipt of LogicStream's invoice therefor.
8.	Ownership of Intellectual Property.  
a.	The entire right, title and interest, together with any and all intellectual property rights, in and to the Product and the Solutions and its documentation shall at all times be owned by LogicStream and are protected by United States and international copyright laws and copyright treaties, as well as other intellectual property laws and treaties.  Customer does not acquire any rights in the Products and the Solutions or its documentation other than as specified in this Agreement.  Customer does not have any ownership or intellectual property rights in any enhancements to the Products and the Solutions made during the term of this Agreement, even if such enhancements are made on the advice or feedback of Customer as part of reference site activities or other interaction between Customer and LogicStream.  All data created by Customer and extracted for use in the Products and the Solutions shall be owned by the Customer, but the Customer grants LogicStream the right to use such data in order to provide the services discussed herein; provided, however that LogicStream may use and disclose the data in aggregate during and after the term of this Agreement so long as such information does not contain any readily identifiable information that would allow a third party to identify any patient or allow other customers to identify Customer as a source of such data. 
b.	Copyright Notice: Drug Shortage Bulletins are copyrighted by the Drug Information Service of the University of Utah, provided by American Society of Health-System Pharmacists (ASHP) as its exclusive authorized distributor, and used with permission.  ASHP and the University of Utah make no representations or warranties, express or implied, including, but not limited to, any implied warranty of merchantability and/or fitness for a particular purpose, with respect to such information, and specifically disclaim all such warranties.  Users of this information are advised that decisions regarding the use of drugs and drug therapies are complex medical decisions and that in using this information, each user must exercise his or her own independent professional judgment.  Neither ASHP nor the University of Utah assumes any liability for persons administering or receiving drugs or other medical care in reliance upon this information, or otherwise in connection with this Bulletin.  Neither ASHP nor the University of Utah endorses or recommends the use of any particular drug.
9.	Confidentiality.  
a.	The Products and the Solutions and any documentation, as well as any other materials of any nature whatsoever provided by LogicStream to Customer hereunder or developed by LogicStream hereunder, constitute valuable and proprietary trade secret information of LogicStream (“Confidential Information”).  Customer shall hold all Confidential Information in strict confidence, disclose the same only to its own employees in connection with their proper performance hereunder, use the Confidential Information only in connection with its proper performance hereunder and make no other use or disclosure of the Confidential Information of any nature whatsoever.  This Section 8 shall remain in full force and effect after any expiration or termination of this Agreement.
b.	The obligations of this Section 8 shall not apply with respect to any portion of the Confidential Information which (a) is in or becomes in the public domain through no wrongful act of the Customer; (b) the Customer can show through written documentation was in the Customer’s possession free of any obligation of confidence prior to disclosure; or (c) the Customer can show through written documentation was lawfully received from a third party without any obligation of confidence.  In addition, in the event Customer is required in connection with any court proceeding or due to any governmental action to disclose any of the Confidential Information, such disclosure shall not constitute a violation of this Section 8, provided that Customer shall provide notice of such requirement to LogicStream as soon as Customer learns thereof and reasonably cooperates with LogicStream at LogicStream’s expense in contesting any such disclosure.
10.	Use Acknowledgment.  Customer will not (a) decompile, disassemble, or reverse engineer the Products and the Solutions, in whole or in part, (b) make any copies of the Products and the Solutions, embedded software, data extraction scripts/queries, or any documentation furnished by LogicStream; or (c) write or develop any derivative software or any other software program based upon the Products and the Solutions or any Confidential Information.  Any source data accessed by the Customer using the Products and the Solutions remains the property of its original owner and subject to the source data owner’s license or agreement and no actions of LogicStream or the Products and the Solutions are intended to modify the ownership or copyright restrictions of such data.  Customer will ensure that it has the rights necessary to use any source data accessed by or used with the Product and the Solutions and that its use of the source data will not violate its license or agreement with the source owner or the Health Insurance Portability and Accountability Act.  Customer will defend, indemnify and hold LogicStream harmless from any cost, liability or expense (including reasonable attorneys’ fees) related to a claim brought by a third-party concerning Customer’s use of source data.  Customer acknowledges that neither the Product and the Solutions nor any assistance of any nature whatsoever provided by LogicStream constitute the provision of medical advice or anything related thereto.  Customer shall be solely responsible for all medical and related decisions and other matters relating to any of Customer’s patients and shall indemnify and hold harmless LogicStream therefrom.
11.	Warranty.  LogicStream warrants that the Products and the Solutions will operate substantially as described in the Products and the Solutions documentation.  In the event the Products and the Solutions fails to comply with such warranty, the sole and exclusive remedy of Customer and the sole and exclusive liability of LogicStream shall be for Customer to have the right to terminate this Agreement pursuant to Section 5.  THE PRODUCT AND THE SOLUTIONS ARE NOT INTENDED TO DIAGNOSE OR TREAT AN ILLNESS AND EXCEPT AS SET FORTH HEREIN, LOGICSTREAM DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE PRODUCT AND THE SOLUTIONS AND ANY MODIFICATION THERETO OR REVISION THEREOF, AND THE PROVISION OR FAILURE TO PROVIDE RELATED SUPPORT SERVICES.  LOGICSTREAM DOES NOT WARRANT THAT THE PRODUCT AND THE SOLUTIONS OR ANY PARTS THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.
12.	Limitation of Liability.  IN NO EVENT SHALL LOGICSTREAM BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, TRADING LOSSES, MALPRACTICE CLAIMS OR ANY OTHER ECONOMIC LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCTS AND THE SOLUTIONS OR THE PROVISION OF OR FAILURE TO PROVIDE RELATED SUPPORT SERVICES, EVEN IF LOGICSTREAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  WITHOUT LIMITING THE FOREGOING, IN ANY CASE LOGICSTREAM’S LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID TO LOGICSTREAM FOR THE PRODUCTS AND THE SOLUTIONS FOR THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT ALLEGED TO GIVE RISE TO SUCH LIABILITY.  
13.	EU General Data Protection Regulation (“GDPR”).  Customer represents and warrants that it has complied with all applicable laws in supplying any personal data to LogicStream, including providing any required notices and obtaining any required consents and authorizations for LogicStream processing such personal data to the extent legally required.  To the extent that LogicStream acts as a processor of personal data on behalf of Customer, LogicStream will comply with the LogicStream Data Processing Addendum, a copy of which can be found on the LogicStream website.  To the extent that LogicStream acts in the capacity of a controller, LogicStream will act in accordance with its Privacy Policy. 
14.	General Provisions.  
a.	No Publicity or Advertisement.  Neither Customer nor LogicStream shall publicize, advertise, announce or describe to any third person, the terms of this Agreement, the parties hereto or the transactions contemplated hereby, except as required by law or as required pursuant to this Agreement.  This requirement shall not limit LogicStream’s publication on its website that the Customer is a Customer or use or publication, on a non-attribution basis, of any information or evaluation results pertaining to the Product and the Solutions.  LogicStream will also be permitted to create and distribute a press release regarding Customer’s ordering of LogicStream products.  
b.	Assignment.  Customer may not assign this Agreement, in whole or in part, without the prior written consent of LogicStream.  A change in control of Customer shall constitute a prohibited assignment under this Agreement.
c.	Notice.  All notices under this Agreement shall be in writing and hand delivered or mailed (by registered or certified mail, postage prepaid, return receipt requested) to the parties at their respective addresses set forth in the preamble hereof to the attention of their respective Presidents, provided that a party may change its address for notice by notice thereof.
d.	Relationship of the Parties.  The parties are independent contractors.  Nothing herein shall be deemed to create any relationship of agency, partnership or joint venture between the parties.
e.	Waiver.  No waiver of any default, condition or breach of this Agreement shall be deemed to imply or constitute a waiver of any other default, condition or breach of this Agreement, whether of a similar nature or otherwise.
f.	Governing Law.  This Agreement shall be governed by the laws of the State of Delaware.
g.	Entire Agreement.  This Agreement represents the entire agreement between the parties concerning the subject matter hereof and may only be modified by an instrument in writing signed by both parties.