IMPRIVATA END USER LICENSE AGREEMENT FOR GROUNDCONTROL SOFTWARE AND SERVICES

IMPORTANT-READ CAREFULLY: Prior to acknowledging your acceptance, be sure to carefully read and understand all of the rights and restrictions described in this Imprivata End User License Agreement for GroundControl Software and Services ("Agreement"). This Agreement is a legal agreement between you (“Client”) and Imprivata, Inc. (“Imprivata”) for the procurement and licensing of the GroundControl Software and Services as further defined below. By using and/or installing any GroundControl Software or Services Client (either you as an individual or, if the Software or Services will be used by an entity, on behalf of that entity) represent and agree that Client has the capacity and authority to bind Client or, if applicable, the applicable entity, to the terms of this Agreement and agree to be bound by the terms of this Agreement. If Client does not agree to the terms of this Agreement, Client may not install or use the Software and Services. This Agreement is effective as of the date Client installs and/or uses any Software or Services (“Effective Date”). Any terms and conditions in a purchase order (or in any similar document) which are in addition to, or conflict or are inconsistent with these terms are hereby rejected and superseded by the terms contained herein. The Software and Services are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software and Services are licensed, not sold.

SERVICES.
1. Services. Imprivata will provide the GroundControl Services (collectively, the “Services”) as further defined below. Imprivata may make any changes to the Services that it deems necessary or useful to: (a) maintain or enhance (i) the quality or delivery of the Services, (ii) the competitive strength of or market for the Services or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable Law.
2. No Data Storage. Except as otherwise expressly provided in an Addendum, the Services will not involve Imprivata: (a) receiving, accessing, processing or storing any Client Data, other than Configuration Data or (b) receiving, accessing, processing or storing any data that includes either (i) protected health information (as such term is defined in 45 CFR 160.103 or any successor regulation thereto), or (ii) nonpublic personal information (as such term is defined in 15 USC 6809(4)(A), or any regulations implementing such statute). “Configuration Data” means device settings, network details, access passwords, and software applications that Client designates for storage in the Imprivata network for the purpose of being copied onto Client devices pursuant to the Services.
3. Proprietary Rights; Restrictions. Notwithstanding any use of the term “sale,” “purchase” or other similar terms in this Agreement, Imprivata and its licensors retain all right, title and interest in and to the GroundControl Software, Services, Deliverables 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, Client will not itself, directly or indirectly, and will not permit authorized users, other employees or contractors, or any third party to: (i) access the Services with software or means other than as described in this Agreement; (ii) submit any automated or recorded requests to the Services except as otherwise provided in this Agreement; (iii) modify, port, translate, or create derivative works of the GroundControl Software, Services, or Deliverables; (iv) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, or algorithms of the GroundControl Software, Services, or Deliverables by any means (except to the extent permitted by mandatory laws); (v) sell, lease, license, sublicense, copy, assign, transfer, share, market, or distribute the GroundControl Software, Services, or Deliverables, except as expressly permitted in this Agreement; (vi) grant any access to, or use of, the GroundControl Software, Services, or Deliverables through a service bureau, timesharing or application service provider basis; (vii) remove any proprietary notices, labels or marks from the GroundControl Software, Services, or Deliverables; (vii) release to a third party the results of any benchmark testing of the GroundControl Software, Services, or Deliverables; or (viii) defeat or circumvent any controls or limitations contained in or associated with the use of the GroundControl Software, Services, or Deliverables. In no event shall anything in this Agreement or in Imprivata’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 Client under this Agreement are reserved by Imprivata and/or its licensors.
DEFINITIONS. The following terms are used in this Agreement as defined below:
1. “Client Materials” means any (i) software, graphics, audio, video, diagrams, photographs, equipment, materials, documentation and other Client-owned content that is furnished to Imprivata by Client or its designated third-party provider in connection with this Agreement, (ii) any modifications, improvements to, or derivative works of the foregoing, and (iii) any patents, pending patent applications, copyrights, copyright applications, moral rights, trade secrets and other intellectual property rights (collectively “Intellectual Property Rights”) therein.
2. “Confidential Information” means all information, material and data of the Discloser that does not constitute a trade secret under applicable law and: (a) is labeled or designated in writing as confidential or proprietary, (b) the Recipient is advised is proprietary or confidential, or (c) in view of the nature of such information and/or the circumstances of its disclosure, the Recipient knows or reasonably should know is confidential or proprietary. Confidential Information includes, without limitation, Client Data (as defined below), the terms and conditions of this Agreement and all non-public information relating to the Discloser’s business plans, marketing plans, customers, technology, employee and organizational information, product designs, product plans and financial information.
3. “Deliverables” means, as applicable, the Services provided to Client by Imprivata but excluding Client Data, Client Materials and/or any Client Confidential Information.
4. “Device” means any electronic device that runs on the iOS operating system.
5. “GroundControl Software” means the software developed and utilized by Imprivata in the provision of Services pursuant to this Agreement, which may include third party-owned software.
6. “GroundControl Services” permits Client to manage an inventory of Devices. The Services create an image of each Device and, utilizing that image and the functions made possible through the GroundControl Software, the Client may (a) sanitize and recycle Devices to delete user data and restore the Device to its original state, (b) enable ‘self-healing’ of misconfigured Devices, (c) lock Devices to specific apps or lock-out Apple IDs and iCloud, (d) block unapproved WiFi networks, (e) switch Devices from one MDM server to another, (f) set specific app settings for groups of Devices, and (g) update iOS on Devices and maintain updated on apps.
7. “Party” and “Parties” means Imprivata and/or Client, individually or collectively as applicable.
FEES AND PAYMENT.
1. Imprivata shall sell to Client and Client shall purchase from Imprivata the Services as set forth in the Addendum. Imprivata will invoice Client for the total purchase price set forth on the Addendum. Client will pay invoices within 30 days of each invoice date. All purchases are non-cancellable and non-refundable. Imprivata may withhold shipments and cease providing any Services until past-due payments are made. Late payments are subject to a charge of the lesser of 1.5% per month or the maximum allowed by law during such time as any payment is late as well as collection costs, including reasonable collection and attorney’s fees. Prices do not include, and Client shall be responsible for, all applicable taxes of any kind due in respect of the transactions contemplated by this Agreement, except taxes on Imprivata's net income.
2. All shipments are Incoterms 2010: FCA, Seller's Factory. Third party authentication devices are Non-Cancelable/Non-Returnable. Client shall bear all costs of transportation, shipping, and insurance. Risk of loss and title (except for Software) passes to Client upon delivery to the carrier. Client represents and warrants to Imprivata that Client will not export or import the Products or any portion thereof or any Imprivata confidential information or related technical data in violation of applicable laws or regulations, including without limitation US export restriction laws and regulations relating to sales to nationals or residents of foreign nations, and Client agree to indemnify and hold Imprivata harmless from and against claims, losses, costs, or liability due to Client’s breach of this warranty.
TERM AND TERMINATION.
1. Term. This Agreement shall be effective until terminated by either party as follows: Client may terminate the Agreement at any time by providing Imprivata with written notice thereof; Imprivata may terminate the Agreement at any time, in its entirety, but only if Client breaches Section 1.3 (“Proprietary Rights, Restrictions”) or Section 5 (“Nondisclosure of Confidential Information”). Upon any such termination, all licenses granted herein (or, if the termination is effective only as to the term-based Software, the licenses for such term-based Software) shall become null and void and Client must immediately cease using, and destroy all copies of, all the Software or, if applicable, the term-based Software.
2. Effect of Termination. The termination of this Agreement will not entitle Client to a refund for any previously paid fees (unless as provided for under this Agreement) or release Client of Client’s payment obligations agreed to prior to termination for any unpaid undisputed monies due, including all monies due to Imprivata but not yet invoiced for Products, Support and Services. Moreover, termination shall not relieve either party from its obligation under any provisions hereof that contemplate performance subsequent to any termination of this Agreement, including without limitation the provisions regarding Confidentiality, Limitation of Liability, shall survive termination of this Agreement. Upon the termination of this Agreement, both parties shall promptly, and in any event within thirty (30) days following termination, return to the other party all property and Confidential Information belonging to the other, in all forms partial and complete, in all types of media and computer memory, and whether or not merged with other materials, or, to the extent such return is not reasonably practical, will destroy the foregoing and provide the originating party with a certificate by an officer of the company certifying destruction.
3. In addition to its rights under Section 4.2, Imprivata may temporarily suspend the Services, directly or indirectly, and by use of a disabling device or any other lawful means, if: (a) Imprivata receives a judicial or other governmental demand or order, subpoena or law enforcement request that requires Imprivata to do so; or (b) Imprivata reasonably believes that Client has been, or is likely to be, involved in any fraudulent, misleading or unlawful activities relating to or in connection with any of the Services; or (c) this Agreement expires or is terminated.
NONDISCLOSURE OF CONFIDENTIAL INFORMATION.
1. This Section 5 expressly supersedes any prior confidentiality agreement or non-disclosure agreement between the Parties unless otherwise expressly agreed in writing.
2. Each Party (as applicable, the “Recipient”) may not use, other than in connection with the provision or receipt of the Services, or disclose to anyone, other than officers, employees or representatives of the Recipient with a need to know for purposes of this Agreement and who are subject to confidentiality obligations consistent with the terms of this Agreement (“Representatives”), any Confidential Information disclosed to the Recipient by the other Party (as applicable, the “Discloser”). The Recipient shall safeguard disclosure of such Confidential Information to the same extent as with the Recipient’s own Confidential Information, but shall at least use reasonable care. Upon termination of expiration of this Agreement, or earlier upon request of the Discloser, the Recipient shall promptly return to the Discloser or destroy the Discloser’s Confidential Information in its possession or under its control.
3. The confidentiality obligations of this Section 5 shall not apply to any such information that: (a) is or becomes publicly known without any fault of or participation by the Recipient or its Representatives, (b) was in Recipient's possession prior to the time it was received from Discloser or came into Recipient's possession thereafter, in each case lawfully obtained from a source other than Discloser or its Representatives and not subject to any obligation of confidentiality or restriction on use, or (c) is independently developed by the Recipient without reference to the Discloser's Confidential Information. It shall not be a violation of this Section 5 for Recipient to disclose any Confidential Information to the extent it is required to be disclosed by judicial, arbitral or governmental order or process or operation of law, in which event the Recipient shall, unless prohibited by law, notify the Discloser of the requirement of disclosure before making such disclosure and shall comply with any protective order or other limitation on disclosure obtained by the Discloser.
4. Any use or disclosure of the Discloser's Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the Discloser irreparable damage for which remedies other than injunctive relief may be inadequate, and both Parties agree that the Discloser may request injunctive or other equitable relief seeking to restrain such use or disclosure.
5. The provisions of this Section 5 will survive the termination or expiration of this Agreement for any reason for a period of five years, except that with respect to any Confidential Information that constitutes a trade secret under applicable, with respect to which these provisions will survive for so long as such information retains its status as a trade secret under such law.
LIMITED WARRANTY.
1. Imprivata warrants to you that for a period of thirty (30) days from delivery (the “Warranty Period”) the Services shall operate in substantial conformity with the published user documentation. Imprivata’s sole liability (and your exclusive remedy) for any breach of this warranty shall be, in Imprivata’s sole discretion, to use commercially reasonable efforts to provide you with an error-correction or work-around which corrects the reported non-conformity, or if Imprivata determines such remedies to be impracticable within a reasonable period of time, to refund the fees paid for the applicable Services.
2. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 6.1, IMPRIVATA MAKES NO WARRANTIES WHATSOEVER AND PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, IMPRIVATA HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, COURSE OF DEALING, COURSE OF PERFORMANCE, AVAILABILITY, USAGE OF TRADE, ACCURACY OF INFORMATIONAL CONTENT AND SYSTEM INTEGRATION. IMPRIVATA DOES NOT WARRANT THE OPERATION OF THE SERVICES TO BE UNINTERRUPTED OR ERROR-FREE, THAT THE SERVICES WILL OPERATE IN COMBINATION WITH OTHER SOFTWARE OR HARDWARE PRODUCTS OR THAT ALL DEFICIENCIES OR ERRORS ARE CAPABLE OF BEING CORRECTED. FURTHERMORE, IMPRIVATA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE SERVICES OR THE RESULTS OBTAINED THEREFROM OR THAT THE SERVICES WILL SATISFY CLIENT’S REQUIREMENTS. CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SERVICES IS AT CLIENT’S RISK. IMPRIVATA DOES NOT WARRANT AND IS NOT RESPONSIBLE FOR ANY THIRD PARTY PRODUCTS OR SERVICES.
3. Imprivata will have no responsibility or liability for any failure of the Services or any failure to perform resulting from an event or occurrence beyond its reasonable control, including, without limitation, (a) the flow of data to or from Imprivata’s network and other portions of the Internet which depend on the performance of Internet and telephone services not provided or controlled by Imprivata; (b) a service interruption caused by a security threat until such time as the security threat has been eliminated; and (c) any emergency maintenance initiated by Imprivata in order to mitigate or prevent any ongoing or imminent breach of security or network integrity (with any of the foregoing being a “Force Majeure Event”).
AUDIT RIGHTS. Imprivata may audit and review Client’s use of the Services solely for the purposes of validating that such use is in accordance with this Agreement and the documentation. Client will reimburse Imprivata for all costs and expenses of the audit if Imprivata discovers through such audit that any fees or charges are due in connection with any of the Services. Such audit shall be conducted during Client’s normal business hours and shall not unreasonably interfere with Client’s business operations.
DATA OWNERSHIP; DATA SECURITY.
1. As between Imprivata and Client, Client owns all right, title and interest in and to any data provided to Imprivata by Client in connection with this Agreement (“Client Data”). Imprivata’s use of such Client Data shall not create in Imprivata’s favor any right, title or interest therein. Imprivata recognizes the proprietary and confidential nature of the Client Data and the irreparable harm that would occur from unauthorized disclosure. Imprivata shall exercise commercially reasonable efforts to seek to prevent or mitigate threats or hazards to the security or integrity of Client Data and unauthorized access to or use of such Client Data.
2. In the event that Imprivata is notified of, or gains actual knowledge of facts reasonably leading it to believe there is a likelihood of, any actual or attempted access, use, misuse, acquisition, destruction, loss, misappropriation, compromise, release or disclosure to or of any Client Data in the possession, custody or control of, Imprivata (a “Security Breach”), Imprivata shall, promptly after Imprivata learns of the Security Breach: (a) notify Client of the Security Breach; (b) investigate such Security Breach and provide reasonable assistance to Client; and (c) take action (as determined in Imprivata’s reasonable discretion) to promptly remediate the Security Breach. Unless required by applicable law, Imprivata shall not (x) make any public announcements relating to such Security Breach without first consulting with, and obtaining the prior written consent of, Client or (y) notify any individual whose personally-identifiable and non-public information may have been affected by a Security Breach or any third party other than law enforcement of any Security Breach without first consulting with, and obtaining the prior written consent of, Client.
3. In the event that Client is notified of, or gains actual knowledge of facts reasonably leading it to believe there is a likelihood of, any actual or suspected access, use, misuse, acquisition, destruction, loss, misappropriation, compromise, release or disclosure (or attempted access, use, misuse, acquisition, destruction, loss, misappropriation, compromise, release or disclosure) to or of any Client Data on Client’s network (a “Client Security Breach”), Client shall, promptly after Client learns of the Client Security Breach: (a) notify Imprivata; (b) investigate such Security Breach; and (c) take action (as determined in Client’s reasonable discretion) to promptly remediate the Client Security Breach.
INDEMNIFICATION.
1. By Imprivata. Imprivata will indemnify and defend Client and its respective officers, directors, and employees (collectively, the “Indemnitees”) from and against third party claims (and will pay any resulting damages, costs or liabilities awarded by a court of final jurisdiction) arising solely from a claim that the Services infringe any United States or European Union patent or any copyright rights (in or of countries that are signatories to the Berne Convention) (an “IP Claim”) of a third party.
2. Remedies for IP Claims. If Imprivata determines that the Services are the subject of an IP Claim, Imprivata may, in its sole discretion and at its sole cost and expense, (y) modify the Services to eliminate the source of the IP Claim, or (z) cease to provide the applicable Services and refund any prepaid fees in respect of the applicable Services. Imprivata’s execution and completion of the foregoing remedies will be Imprivata’s sole liability, and Client’s exclusive remedy, for any such IP Claim.
3. Exceptions. Imprivata will have no indemnity obligation for any IP Claims alleged to result from: (a) any combination, operation, or use of the GroundControl Software or Services by Client with any programs or equipment not supplied by Imprivata or not specified in writing for such purpose (collectively, the “Combined Items”) if such infringement would have been avoided absent the combination, operation, or use of such Combined Items, (b) any unauthorized modification of the GroundControl Software by Client, or (c) Client’s failure to implement any replacement or modification of the GroundControl Software provided by Imprivata.
4. By Client. Client will indemnify and defend Imprivata, and its affiliates, officers, directors, and employees against all Losses arising out of any claims that the combination by Client of any Client software, content, data, marks or other materials provided by Client or utilized by Client with the Services infringes or violates any third party's valid patent, copyright or trade secret right under the any applicable laws.
5. Indemnification Procedure. If any Party is entitled to indemnification under this Section 9, the Party seeking such indemnification (the “Indemnified Party”) must (i) promptly notify the Party obligated to provide indemnification (the “Indemnitor”) of the existence of the Claim (together with copies of any applicable documents or other relevant information); provided that any delay or failure to so notify the Indemnitor shall not relieve the Indemnitor from its responsibilities hereunder, except to the extent the Indemnitor is actually prejudiced by any such failure or delay; (ii) provide Indemnitor with reasonable assistance and cooperation in connection with the defense of the Claim, in each case at the Indemnitor’s sole expense, and (iii) allow Indemnitor to control the Claim and any related settlement negotiations; provided that the Indemnified Party shall have the right to participate in such Claim or settlement negotiations with counsel at its selection and at its sole expense. The Indemnitor may not consent to entry of any judgment or enter into any settlement that imposes liability or obligations on the Indemnified Party or diminishes the Indemnified Party’s rights without first obtaining the Indemnified Party’s express written consent.
LIMITATIONS OF LIABILITY. EXCEPTING ONLY IN THE EVENT OF A BREACH BY CLIENT OF SECTION 1.3 (“PROPRIETARY RIGHTS, RESTRICTIONS”) OR A BREACH BY EITHER PARTY OF SECTION 5 (“NONDISCLOSURE OF CONFIDENTIAL INFORMATION”), NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOST PROFITS, FORESEEABLE OR UNFORESEEABLE, OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL, LOST OR DAMAGED DATA OR SOFTWARE, LOSS OF USE OF PRODUCTS, OR DOWNTIME) ARISING FROM THE SALE, DELIVERY OR USE OF THE APPLIANCES, PERFORMANCE OF ANY SERVICES OR ANY OTHER ACT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IMPRIVATA’S MAXIMUM LIABILITY TO CLIENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WILL NOT EXCEED THE FEES PAID AND PAYABLE BY CLIENT DURING THE PRECEDING TWELVE MONTH PERIOD. MONETARY DAMAGES AS LIMITED BY THIS SECTION SHALL SERVE AS CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM UNDER THIS AGREEMENT FOR WHICH AN EXCLUSIVE REMEDY IS NOT PROVIDED, AND AS CLIENT’S SOLE AND EXCLUSIVE ALTERNATIVE REMEDY SHOULD ANY EXCLUSIVE REMEDY HEREUNDER BE FOUND TO FAIL OF ITS ESSENTIAL PURPOSE. NO LIMITATION AS TO DAMAGES FOR PERSONAL INJURY IS HEREBY INTENDED.
EXPORT CONTROLS. Client agrees that it will not import, export, or re-export directly or indirectly, any commodity, or any information pertaining thereto, to any country in violation of the laws and regulations of the U.S. or any applicable jurisdiction. Specifically, Client shall not disclose, send, allow for download or otherwise export or re-export the GroundControl Software or Imprivata’s Confidential Information, Deliverables, or other technical data into or to (i) a national or resident of Cuba, Iran, Libya, Sudan, North Korea, Syria, Serbia (except Kosovo) or any other country with respect to which the United States has instituted an embargo, or (ii) to anyone on the United States Treasury Department’s list of Specially Designated National or the United States Commerce Department’s Table of Denial Orders. Client agrees to the foregoing and represents and warrants that it is not located in, under the control of, or a national or resident of any such country or identified on any such list. Client agrees to indemnify and hold Imprivata harmless from and against claims, losses, costs, or liability, arising in connection with Client’s breach of this Section 11.
MARKETING. During the Term, Imprivata may refer to Client as a user of the Services, including captioned quotations in product literature or advertisements, articles, press releases, marketing literature, presentations, on Imprivata’s websites, and the like, and reasonable use as a reference for potential new users.
FORCE MAJEURE. Neither Imprivata nor Client will be liable to the other for failure to perform any of its obligations under this Agreement, other than the payment of fees, to the extent such failure is caused by an event outside its reasonable control, including but not limited to, an act of nature, war, or natural disaster (each, a “Force Majeure Event”). The affected Party shall as soon as commercially practicable notify the other Party of the occurrence of the Force Majeure Event and describe in reasonable detail the nature of the Force Majeure Event. If the performance by the affected Party of its obligations with regard to this Agreement is prevented, hindered or delayed by the Force Majeure Event for more than 5 consecutive days, then the other Party may, in its sole discretion, immediately terminate this Agreement by giving notice of termination to the affected Party. Upon any such termination, (i) the terminating Party shall have no further liability other than such liabilities as have already accrued up to the date of occurrence of such Force Majeure Event and (ii) Imprivata will promptly refund all Fees paid by Client for the remainder of the Term.
GOVERNING LAW. This Agreement and the rights and obligations of the parties will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts in the United States. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) as adopted by any state are specifically excluded from application hereunder.
MISCELLANEOUS.
1. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered (a) by hand, (b) by registered or certified mail, postage prepaid, return receipt requested; (c) by a nationally recognized overnight courier service; or (d) by email to the last known email address of the addressee, with return receipt requested. Notices shall be deemed received when delivered by hand, by mail or by courier, as evidenced by the service provider’s records, and when received, as evidenced by email confirmation.
2. This Agreement is binding upon and inures to the benefit of the parties, their successors and permitted assigns. Neither party may assign or transfer its rights hereunder without the other party’s prior written consent, provided that Imprivata may assign this Agreement in connection with a merger or consolidation or the sale of all or substantially all of its assets or stock.
3. All references to "include" and "including" shall be illustrative, shall be deemed to mean "including without limitation" and shall not be deemed to introduce all-inclusive lists. The language, terms, conditions, and provisions of this Agreement are the result of negotiations between the Parties and this Agreement will not be construed in favor of or against any Party by reason of the extent to which any Party or its professional advisors participated in the preparation of this Agreement or based on a Party’s undertaking of an obligation under this Agreement Should any provision of this Agreement require judicial interpretation, the Parties agree that the court interpreting the same shall not apply a presumption that the terms of this Agreement shall be more strictly construed against one Party than against another. In case any one or more of the provisions of this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
4. Imprivata may from time to time, prior to or during the term of this Agreement, disclose to Client information related to planned future products, features or enhancements. Imprivata’s development efforts and plans are subject to change at any time, without notice; Imprivata provides no assurances that Imprivata will introduce any such future products, features or enhancements and assumes no responsibility to introduce such products, features or enhancements. Client acknowledge that Client’s current purchasing decisions are not made based on the reliance on any such future timeframes or specifics described to Client.
5. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all written or oral prior and contemporaneous agreements and understandings with respect thereto. No modification, extension, or waiver of or under this Agreement shall be valid unless made in writing and signed by an authorized representative of the Party sought to be charged therewith. No waiver shall constitute, or be construed as, a waiver of any other obligation or condition of this Agreement.
6. Nothing in this Agreement shall constitute or be deemed to constitute a partnership between the Parties hereto or constitute or be deemed to constitute one Party as agent of the other, for any purpose whatsoever, and neither Party shall have the authority or power to bind the other, or to contract in the name of or create a liability against the other, in any way or for any purpose. For the avoidance of doubt, this Agreement is non-exclusive and Client is free to use other providers of services similar to the Services now or in the future.