Ownership of Medical Practice Data; Protection of Medical Practice Data Sample Clauses

Ownership of Medical Practice Data; Protection of Medical Practice Data. As between EZDERM and Medical Practice, Medical Practice exclusively owns all rights, title, and interest in and to all Medical Practice Data. During the Term, EZDERM may receive access to the Medical Practice Data and may use and disclose such Medical Practice Data as set forth herein. Medical Practice represents and warrants that it has complied with all applicable laws, including but not limited to data protection and healthcare laws and regulations, including HIPAA, and has and will obtain consents and all right, title, and interest in and to any Medical Practice Data provided hereunder, which may be necessary for EZDERM to process such Medical Practice Data for the purposes set forth herein, including in connection with the analysis and monitoring of Medical Practice’s and its Authorized Users’ use of the Software, Services, Support, and the Subscription and in connection with the business and information security operations of Medical Practice and EZDERM. Medical Practice is and will remain solely responsible for any unauthorized creation, collection, receipt, transmission, access, storage, disposal, use, or disclosure of Medical Practice Data by EZDERM provided that such actions are in accordance with this Agreement or under Medical Practice’s control or within its possession. EZDERM will maintain reasonable and appropriate security standards to protect the security and integrity of the Medical Practice Data, and it will provide Medical Practice reasonably requested documentation of these processes and any security reviews or audits made of EZDERM’s systems, all of which documentation and information shall be deemed EZDERM Confidential Information and none of which documentation and information will include documentation or information that could or would cause vulnerability to XXXXXX’s systems. EZDERM and its authorized employees and contractors shall only process, access, and use Medical Practice Data for purposes of providing the Services, Subscription, Software and activities reasonably related thereto, and other associated services under this Agreement. EZDERM shall not collect, use, retain, disclose, sell (for monetary or other valuable consideration), or otherwise make such Medical Practice Data available for EZDERM’s own commercial purposes, except as otherwise set forth in this Agreement, including Section 5.4, or as otherwise is necessary to comply with applicable law. EZDERM shall use commercially reasonable efforts to promptly comply wit...
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Related to Ownership of Medical Practice Data; Protection of Medical Practice Data

  • Definitions As used in this Agreement, the following terms shall have the following meanings:

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • NOW, THEREFORE the parties hereto agree as follows:

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • General All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

  • Termination This Agreement may be terminated at any time prior to the Closing:

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