These Imprivata Technology Partner Program General Terms (“Technology Partner General Terms”) are between Imprivata Inc., a Delaware corporation, with its principal place of business at 20 CityPoint, 6th Floor, 480 Totten Pond Rd, Waltham MA 02451 USA (“Imprivata”) and you (“Partner” or “you” or “your”) and, together with the Program Guide and Technology Partner Program Agreement Forms you may enter into with Imprivata, govern your access to and participation in the Imprivata Technology Partner Program. By registering as a Partner in our Partner Portal, or participating in the Imprivata Technology Partner Program, you agree to these Technology Partner General Terms and any other terms and conditions referenced herein which are hereby incorporated herein by reference. If you are entering into these Technology Partner General Terms on behalf of a Partner, you represent that you have the authority to bind the Partner. If you do not agree to these Technology Partner General Terms, or if you are not authorized to accept these Technology Partner General Terms on behalf of Partner, you may not register as a partner in our Partner Portal or participate in the Imprivata Technology Partner Program.

Imprivata License Grant

1. API License. Subject to the terms and conditions of these Technology Partner General Terms, Imprivata hereby grants to Partner a non- transferable, non-exclusive, royalty-free license to internally use and reproduce a reasonable number of copies of the Imprivata Products API, and other applicable developer tools, described in the Program Guide solely for (i) creating the Interface Software to achieve interoperability between the Partner Product and the Imprivata Products; (ii) testing and demonstrating interoperability between the Partner Product and the Imprivata Products; and (iii) providing support to end user customers of the Partner Products.
2. Imprivata Products License. Subject to these Technology Partner General Terms, Imprivata hereby grants to Partner a non- transferable, non-exclusive, royalty-free license to internally use and reproduce a reasonable number of copies of the Imprivata Products software described in the Program Guide, in object code form only, for (i) creating the Interface Software to achieve interoperability between the Partner Product and the Imprivata Products; (ii) demonstrating interoperability between the Partner Product and the Imprivata Products for sales and marketing purposes; (iii) providing support to end user customers of the Partner Products; and (iv) for other mutually agreed purposes. The Imprivata Products software is provided to Partner with certain additional software (the "Third Party Code") licensed directly to Partner by third parties pursuant to the license terms accompanying the Imprivata Products; in addition, the Imprivata Products software contains software licensed by Imprivata from Oracle USA, Inc. (“Oracle”). As to that software, Oracle is a third party beneficiary of these Technology Partner General Terms and, to the extent permitted by applicable law, Oracle disclaims any liability to Partner for any damages, whether direct, indirect, incidental, or consequential, arising from the use of the Imprivata Products software.
3. License Restrictions. In no event will Partner: (i) modify, enhance, translate, supplement, create derivative works from reverse engineer, reverse compile or otherwise reduce the Imprivata Products API or the Imprivata Products software to human readable form; (ii) sell, lease, transfer or sublicense the Imprivata Products API or the Imprivata Products software to any third party; (iii) disclose or otherwise provide all or any portion of the Imprivata Products API or the Imprivata Products software to any person; (iv) use the Imprivata Products API or the Imprivata Products software or any component thereof in a business production mode. Title to and ownership of the Imprivata Products API and the Imprivata Products software, and all patents, copyrights and property rights applicable thereto, shall at all times remain solely and exclusively in Imprivata, and Partner shall not take any action inconsistent with such title and ownership.
4. THE IMPRIVATA PRODUCTS API AND SOFTWARE ARE PROVIDED “AS IS” AND IMPRIVATA DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE IMPRIVATA PRODUCTS API AND THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Imprivata Training and Support

1. Partner Training. Imprivata shall provide Partner employee(s) with training or provide Partner access to recorded Imprivata training sessions as outlined in the Program Guide, in either event covering an overview of the Imprivata Products, certification or validation requirements and Imprivata’s test process. In addition, Partner may at its expense send technical and/or sales personnel to attend additional training relating to the operation and marketing of the Imprivata Products at Imprivata’s then current partner training price.
2. Technical Assistance. Imprivata shall provide Partner with reasonable availability during Imprivata’s standard business hours to Imprivata technical e-mail or other virtual support to assist Partner with its development and integration of the Interface Software, as outlined in the Program Guide.
3. Assistance with Customer Issues. Each party, at its sole expense, shall at all times during these Technology Partner General Terms and so long as the Partner Product remains certified hereunder with the Imprivata Products, provide competent support personnel to provide diagnostic support to those end user customers that have a valid contract in place, in determining or correcting interoperability issues between the Partner Product and the Imprivata Products. Each party agrees to assign a technical point of contact throughout the term of these Technology Partner General Terms during its normal business hours, and shall provide one another with access to any telephone and online web support it has available in order to provide mutual customers with proper interoperability service support.

Certification and Validation of Partner Product

1. Partner Product. Subject to the terms and conditions of these Technology Partner General Terms, (x) Partner hereby grants to Imprivata a non- transferable, non-exclusive, royalty-free license to internally use and reproduce a reasonable number of copies of any software Partner Product and, as developed, the Interface Software, in object code form only, and (y) if the Partner Product is a hardware device or appliance, Partner shall, promptly after the Effective Date, provide Imprivata with one device or appliance and accompanying software at Imprivata’s request, in each case solely for (i) testing, certifying and/or validating interoperability between the Partner Product and the Imprivata Product; (ii) providing support to end user customers of the Imprivata Products; and (iii) demonstrating interoperability between the Partner Product and the Imprivata Products;. In no event will Imprivata: (A) modify, enhance, translate, supplement, create derivative works from reverse engineer, reverse compile or otherwise reduce the Partner Product to human readable form; (B) sell, lease, transfer or sublicense the Partner Product to any third party; (C) disclose or otherwise provide all or any portion of the Partner Product to any other person or entity not authorized by Partner not contemplated by these Technology Partner General Terms; (D) use the Partner Product or any component thereof in a business production mode. Title to and ownership of the Partner Product, and all patents, copyrights and property rights applicable thereto, shall at all times remain solely and exclusively in Partner, and Imprivata shall not take any action inconsistent with such title and ownership. THE PARTNER PRODUCT IS PROVIDED “AS IS” AND PARTNER DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PARTNER PRODUCT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
2. Interoperability and Integration Testing. If specified in the Program Guide, Imprivata will provide Partner a test suite to be performed by Partner to output log files to be returned to Imprivata for review. In certain situations, Imprivata will request that Partner set up a test facility for the interoperability testing either at Imprivata or for remote access, as mutually agreed, and provide Imprivata an interoperability guide setting out in reasonable detail how to integrate the Imprivata Products and the Partner Product. The appropriate Imprivata personnel shall review the output log files, and test the operation of the Partner Product and the Interface Software or attend a demo in person or by webinar to review the integrated solution, as applicable, to determine, in Imprivata‘s good faith discretion, whether they create sufficient interoperability between the Partner Product and the Imprivata Products and the Imprivata Products’ functionality. Partner agrees that UI elements provided as part of the Imprivata Products and Imprivata APIs, including artwork depicting Imprivata logos, icons and trademarks, are an integral part of the Imprivata APIs and need to be embedded in Partner Product without any alteration of size or content unless Imprivata expressly agrees in writing of any changes. Imprivata will review the proper use of Imprivata UI elements, artwork, logos, icons and trademarks. Depending on the nature of the integration, Imprivata will require certain workflows that need to be completely supported by the integration of the Imprivata Products and the Partner Product. The set of workflows provided to Partner prior to development of the Interface Software need to be completely supported by the integration of the Imprivata Products and the Partner Product. If during the review or demonstration process Imprivata makes suggestions and/or recommendations to Partner to modify the Partner Product to help assure interoperability or the proper use of Imprivata UI elements, artwork, logos, icons and trademarks including the complete support of all provided workflow, Partner will either (i) implement such suggestions and/or recommendations or (ii) forego the certification or validation process. The integrated product shall not be made commercially marketed or made available to customers, unless Imprivata has validated or certified the integration of the Imprivata Products and the Partner Product.
3. Modifications. Imprivata reserves the right to modify the Imprivata Products and any API’s and Partner reserves the right to modify the Partner Product as each party sees fit for the conduct of its business, including new releases or updates (each, a "Modification"). Each party agrees to provide to the other party all such Modifications that impact the interoperability between the Partner Product and the Imprivata Products, free of charge, during the term of these Technology Partner General Terms. Subsequent to any Modification that impacts the functionality of the Interface Software or the interoperability between the Imprivata Products and the Partner Product, Imprivata may by written notice to Partner (the “Resubmission Notice”): (i) request another full demonstration of the Partner Product interoperating with the Imprivata Products as described above; (ii) offer reasonable suggestions to Partner in the event modifications to the Partner Product are required in order to insure interoperability between Imprivata Products and the Partner Product; and (iii) provided Partner chooses to maintain the interoperability certification or validation status of the Product, Partner agrees, within 30 days after Imprivata’s Resubmission Notice, to resubmit the Partner Product, with any Modifications and, if applicable, an updated interoperability guide, to Imprivata for re-certification or re-validation. If Partner elects not to have the Partner Product recertified or the Partner Product fails to pass the interoperability testing within 30 days after Imprivata’s Resubmission Notice, Partner’s interoperability certification or validation shall be limited to the Partner Product and the Imprivata Products versions prior to the Modifications.
4. Certification or Validation Letter. If the Partner Product passes the interoperability testing, Imprivata shall provide to Partner a letter, by e-mail, validating or certifying the particular Partner Product, in accordance with the Program Guide, with a specific reference as to the versions of the Partner Product and the Imprivata Products for which such certification or validation applies.

Duties of Partner

During the term of these Technology Partner General Terms, Partner shall (a) make commercially available the Partner Products to present and future Imprivata Products customers; (b) provide qualified sales, installation, training, and service to present and future Imprivata Products customers for the Partner Products, (c) promptly provide Imprivata with all reasonably requested information regarding the Interface Software and the use of the Partner Products in conjunction with the Imprivata Products, including appropriate documentation on the setup and configuration of Partner Products in conjunction with the Imprivata Products; (d) provide Imprivata with written notification within forty-eight (48) hours of problem identification describing any technical issues that may impact the performance of the Interface Software and/or the Partner Products when used with the Imprivata Products; and (e) provide Imprivata with written notification not less than sixty (60) days in advance of the effective date of any end-of-life of a Partner Product or of any new releases of Partner Products that may impact the performance of the Interface Software or the Imprivata Products.

Marketing and Customer Support

1. PARTNER HEREBY AUTHORIZES IMPRIVATA TO UTILIZE PARTNER'S NAME, LOGO, WEBSITE LINK AND, AS APPLICABLE AND AS DESCRIBED IN THE PROGRAM GUIDE, A DESCRIPTION OF THE CERTIFIED PARTNER PRODUCT IN IMPRIVATA’S MARKETING EFFORTS, INCLUDING THE POSTING OF SUCH INFORMATION ON THE "PARTNERS" PAGE OF IMPRIVATA’S WEBSITE, PRESS RELEASES, COLLATERAL AND OTHER MARKET COMMUNICATION. AFTER THE PARTNER SUCCESSFULLY COMPLETES THE INTEROPERABILITY CERTIFICATION OR VALIDATION PROCESS, (I) IMPRIVATA MAY REFERENCE THE THEN CURRENT RELEASE OF THE PARTNER PRODUCT AS IMPRIVATA READY ON ITS WEBSITE, AND (II) PARTNER SHALL CREATE A LINK TO IMPRIVATA’S WEBSITE AND AT PARTNER’S OPTION, USE THE “IMPRIVATA READY” MARK, IN ACCORDANCE WITH THIS SECTION, ON ITS WEBSITE AND IN ITS MARKETING COLLATERAL RELATING TO THE PARTNER PRODUCT. ANY USE OF PARTNER’S MARKS BY IMPRIVATA SHALL BE IN ACCORDANCE WITH PARTNER’S THEN CURRENT QUALITY STANDARDS AND TRADEMARK USAGE GUIDELINES, WHICH SAID GUIDELINES WILL BE PROVIDED TO IMPRIVATA UPON REQUEST.
2. THE PARTIES WILL PARTICIPATE IN JOINT MARKETING AND SALES PROGRAMS AS DESCRIBED IN THE PROGRAM GUIDE AND AS MUTUALLY AGREED.
3. AFTER PROVIDING PARTNER THE CERTIFICATION OR VALIDATION LETTER, IMPRIVATA HEREBY AUTHORIZES PARTNER TO UTILIZE IMPRIVATA’S NAME, LOGO, WEBSITE LINK AND, AS APPLICABLE, A DESCRIPTION OF THE IMPRIVATA PRODUCTS IN PARTNER’S MARKETING EFFORTS, INCLUDING THE POSTING OF SUCH INFORMATION ON THE “PARTNERS” PAGE OF PARTNER’S WEBSITE, PRESS RELEASES, COLLATERAL AND OTHER MARKET COMMUNICATION. ANY USE OF IMPRIVATA’S MARKS SHALL BE IN ACCORDANCE WITH IMPRIVATA’S THEN CURRENT QUALITY STANDARDS AND TRADEMARK USAGE GUIDELINES AS DESCRIBED IN THE PROGRAM GUIDE.
4. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TECHNOLOGY PARTNER GENERAL TERMS, EXCEPT AS SET FORTH HEREIN NEITHER PARTY SHALL USE THE OTHER PARTY’S NAME, LOGO, WEBSITE LINK AND PRODUCT INFORMATION IN A PRESS RELEASE, MEDIA ALERT OR OTHER SIMILAR COMMUNICATIONS WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY.
5. UPON TERMINATION OF THESE TECHNOLOGY PARTNER GENERAL TERMS FOR ANY REASON (OR UPON REQUEST BY A PARTY), THE OTHER PARTY SHALL IMMEDIATELY CEASE ALL USE OF THE INITIAL PARTY’S MARKS.
6. EACH PARTY SHALL BE AND REMAIN FULLY RESPONSIBLE FOR ITS PRODUCTS AND SERVICES AND FOR ALL LICENSES AND OTHER ARRANGEMENTS WITH END USERS OF ITS PRODUCTS AND/OR SERVICES, INCLUDING, AT ITS OPTION, PROVIDING WARRANTIES, AND SUPPORT. EACH PARTY SHALL REMAIN FULLY RESPONSIBLE FOR THE ACTIVITIES OF ITS PERSONNEL.
7. EACH PARTY WILL USE REASONABLE EFFORTS TO MAKE ITS SALES, SERVICE, MARKETING AND SUPPORT PERSONNEL AWARE OF THE EXISTENCE OF THESE TECHNOLOGY PARTNER GENERAL TERMS AND TO TRAIN AND MAKE AVAILABLE TO THE APPROPRIATE INDIVIDUALS THE MARKETING AND PRODUCT LITERATURE OF THE OTHER PARTY.
8. EACH PARTY WILL PROVIDE AND DISTRIBUTE A REASONABLE NUMBER OF COPIES OF ITS MARKETING LITERATURE TO APPROPRIATE SALES AND MARKETING PERSONNEL OF THE OTHER PARTY, WHICH MAY NOT BE ALTERED OR MODIFIED WITHOUT THE PROVIDING PARTY’S CONSENT.
9. EACH PARTY WILL PARTICIPATE, WHEN APPROPRIATE, AS MUTUALLY AGREED AND AS RESOURCES PERMIT, IN EVENTS (E.G. USER GROUPS, VENDOR FAIRS, TRADE SHOWS, SEMINARS) WHICH PROVIDE A FORUM FOR THE JOINT MARKETING OF IMPRIVATA AND PARTNER PRODUCTS.
10. EACH PARTY WILL REVIEW AND PROVIDE EDITORIAL FEEDBACK AS RESOURCES PERMIT FOR ANY COMMUNICATION MATERIALS REGARDING THE RELATIONSHIP BETWEEN IMPRIVATA AND PARTNER PREPARED BY THE OTHER PARTY FOR DISTRIBUTION TO CUSTOMERS AND PROSPECTS.

INDEMNIFICATION

EACH PARTY (THE “INDEMNIFYING PARTY”) HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD THE OTHER PARTY (THE “INDEMNIFIED PARTY”) HARMLESS FROM AND AGAINST ANY AND ALL THIRD-PARTY CLAIMS, COSTS AND EXPENSES ARISING OUT OF: (I) THE INDEMNIFIED PARTY’S USE IN COMPLIANCE WITH THESE TECHNOLOGY PARTNER GENERAL TERMS OF THE INDEMNIFYING PARTY’S MARKETING MATERIALS OR TRADE NAME, TRADEMARKS OR SERVICEMARKS, OR OTHER MARKS, INCLUDING WITHOUT LIMITATION, ANY CLAIM OF INFRINGEMENT OF ANY COPYRIGHT, TRADEMARK OR SIMILAR RIGHT BY SUCH ITEMS OR (II) ANY UNAUTHORIZED REPRESENTATION, WARRANTY OR OTHER COMMITMENT, CLAIM OR GUARANTEE MADE BY THE INDEMNIFYING PARTY ON BEHALF OF THE OTHER PARTY OR WITH RESPECT TO THE OTHER PARTY’S PRODUCTS OR SERVICES, PROVIDED THAT, FOR EACH CLAIM, THE INDEMNIFIED PARTY (A) PROMPTLY NOTIFIES THE INDEMNIFYING PARTY IN WRITING, (B) PERMITS THE INDEMNIFYING PARTY TO SOLELY CONTROL THE DEFENSE OF SUCH ACTION WITH COUNSEL OF ITS OWN CHOICE, AND (C) PROVIDES REASONABLE COOPERATION IN SUCH DEFENSE. NOTWITHSTANDING THE FOREGOING, THE INDEMNIFYING PARTY WILL HAVE NO RESPONSIBILITY (X) FOR ANY CLAIM OF INFRINGEMENT TO THE EXTENT THE CLAIM ARISES FROM THE UNAUTHORIZED MODIFICATION OF THE MARKETING MATERIALS IF SUCH CLAIM WOULD HAVE BEEN AVOIDED BUT FOR SUCH MODIFICATION OR (Y) ANY MARKETING ACTIVITIES BY THE OTHER PARTY NOT IN COMPLIANCE WITH THESE TECHNOLOGY PARTNER GENERAL TERMS.

CONFIDENTIAL INFORMATION

1. CONFIDENTIAL INFORMATION AND EXCLUSIONS. “CONFIDENTIAL INFORMATION” MEANS ANY INFORMATION DISCLOSED BY ONE PARTY (THE “DISCLOSING PARTY”) TO THE OTHER (THE “RECEIVING PARTY”) AND (1) THAT IS CLEARLY MARKED AS CONFIDENTIAL, OR (2) THAT BY ITS NATURE OR CONTEXT SHOULD REASONABLY BE UNDERSTOOD TO BE CONFIDENTIAL INFORMATION. CONFIDENTIAL INFORMATION SHALL EXCLUDE INFORMATION THAT THE RECEIVING PARTY CAN DEMONSTRATE: (I) WAS INDEPENDENTLY DEVELOPED BY THE RECEIVING PARTY WITHOUT ANY USE OF THE DISCLOSING PARTY’S CONFIDENTIAL INFORMATION BY THE RECEIVING PARTY’S EMPLOYEES OR AGENTS WHO HAVE NOT BEEN EXPOSED TO THE DISCLOSING PARTY’S CONFIDENTIAL INFORMATION; (II) BECOMES KNOWN TO THE RECEIVING PARTY, WITHOUT RESTRICTION, FROM A SOURCE OTHER THAN THE DISCLOSING PARTY WITHOUT BREACH OF THESE TECHNOLOGY PARTNER GENERAL TERMS, WHERE SUCH SOURCE HAD A RIGHT TO DISCLOSE IT; (III) WAS OR BECOMES PUBLICLY AVAILABLE THROUGH NO ACT OR OMISSION OF THE RECEIVING PARTY; OR (IV) WAS RIGHTFULLY KNOWN TO THE RECEIVING PARTY, WITHOUT RESTRICTION, AT THE TIME OF DISCLOSURE. THE RECEIVING PARTY WILL NOT BE LIABLE FOR DISCLOSURES OF CONFIDENTIAL INFORMATION IF IT IS COMPELLED BY A COURT OR OTHER COMPETENT AUTHORITY TO DISCLOSE CONFIDENTIAL INFORMATION OF THE DISCLOSING PARTY, PROVIDED THAT IT SHALL GIVE THE DISCLOSING PARTY PROMPT NOTICE SO THAT THE DISCLOSING PARTY MAY TAKE STEPS TO OPPOSE SUCH DISCLOSURE, AND FURTHER PROVIDED THAT SUCH INFORMATION SHALL CONTINUE TO BE SUBJECT TO THE OBLIGATIONS IN THIS SECTION 7 FOR ALL OTHER PURPOSES.
2. CONFIDENTIALITY OBLIGATION. THE RECEIVING PARTY SHALL TREAT AS CONFIDENTIAL ALL OF THE DISCLOSING PARTY’S CONFIDENTIAL INFORMATION AND SHALL NOT USE SUCH CONFIDENTIAL INFORMATION EXCEPT AS NECESSARY TO PERFORM ITS OBLIGATIONS OR EXERCISE ITS RIGHTS UNDER THESE TECHNOLOGY PARTNER GENERAL TERMS. THE RECEIVING PARTY SHALL NOT DISCLOSE ANY CONFIDENTIAL INFORMATION OF THE DISCLOSING PARTY TO ANY THIRD PARTY, AND MAY ONLY DISCLOSE SUCH INFORMATION TO ITS EMPLOYEES OR AGENTS WHO HAVE A NEED TO KNOW SUCH INFORMATION IN CONNECTION WITH THESE TECHNOLOGY PARTNER GENERAL TERMS AND HAVE AGREED IN WRITING TO CONFIDENTIALITY PROTECTIONS AT LEAST AS PROTECTIVE AS THOSE HEREIN (AND FURTHER PROVIDED THAT RECEIVING PARTY SHALL BE LIABLE FOR ANY BREACH THEREOF BY ANY SUCH EMPLOYEE OR AGENT). THE RECEIVING PARTY SHALL USE AT LEAST THE SAME DEGREE OF CARE THAT IT USES TO PROTECT ITS OWN CONFIDENTIAL INFORMATION, BUT IN NO EVENT LESS THAN REASONABLE CARE, INCLUDING WITHOUT LIMITATION TO PREVENT THE DISCLOSURE OF THE DISCLOSING PARTY’S CONFIDENTIAL INFORMATION.
3. REMEDIES. IN THE EVENT OF AN ACTUAL OR THREATENED BREACH OF THIS SECTION OR VIOLATION OR INFRINGEMENT OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS, THE NONBREACHING PARTY SHALL, IN ADDITION TO OTHER AVAILABLE LEGAL OR EQUITABLE REMEDIES, BE ENTITLED TO SEEK AN INJUNCTION AGAINST SUCH BREACH WITHOUT THE NECESSITY OF POSTING BOND.

INTELLECTUAL PROPERTY

EXCEPT AS EXPRESSLY SET FORTH IN THESE TECHNOLOGY PARTNER GENERAL TERMS, THE PARTIES DO NOT CONVEY UNDER THESE TECHNOLOGY PARTNER GENERAL TERMS ANY INTELLECTUAL PROPERTY RIGHTS IN, OR ASSOCIATED WITH, ANY OF THEIR RESPECTIVE PRODUCTS OR SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THESE TECHNOLOGY PARTNER GENERAL TERMS, ANY LICENSING, SALE, GRANT, OR CONVEYANCE OF ANY INTELLECTUAL PROPERTY RIGHTS, WILL BE DESCRIBED IN A SEPARATE AGREEMENT. FURTHERMORE, THE PARTIES DO NOT INTEND THAT THEY WILL JOINTLY DEVELOP ANY NEW INTELLECTUAL PROPERTY RIGHTS UNDER OR IN CONNECTION WITH THESE TECHNOLOGY PARTNER GENERAL TERMS. ACCORDINGLY, THE PARTIES AGREE THAT ALL RIGHT, TITLE AND INTEREST TO COPYRIGHTS, TRADE SECRETS, PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS IN IMPRIVATA PRODUCTS AND PARTNER PRODUCTS WILL AT ALL TIMES REMAIN THE EXCLUSIVE PROPERTY OF IMPRIVATA AND PARTNER, RESPECTIVELY.

WARRANTIES; LIMITATION OF LIABILITY

1. WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
2. LIMITATION OF LIABILITY. EXCEPT IN THE EVENT OF A BREACH BY PARTNER OF SECTION 1 (“IMPRIVATA LICENSE GRANT”) OR BY EITHER PARTY OF SECTION 7 (“CONFIDENTIAL INFORMATION”), NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS OR DATA, ARISING FROM PERFORMANCE OF THESE TECHNOLOGY PARTNER GENERAL TERMS, WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE INDEMNITIES SET FORTH IN SECTION 6 OR A BREACH BY EITHER PARTY OF SECTION 7 (“CONFIDENTIAL INFORMATION”) OR THE APPLICABLE LICENSE TERMS HEREIN, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY DAMAGES UNDER THESE TECHNOLOGY PARTNER GENERAL TERMS IN EXCESS OF FIVE THOUSAND DOLLARS.

FEES

Imprivata charges program fees as outlined in the Imprivata Technology Partner Program Agreement Form, provided that Imprivata may revise its fee for any renewal term of these Technology Partner General Terms by giving not less than sixty (60) days prior notice to Partner. Fees are exclusive of any sales, value added or similar taxes and will be invoiced by Imprivata on the execution of these Technology Partner General Terms and on each anniversary of the Effective Date. Payment terms for fees are Net 30 days from the date of invoice. Each party acknowledges that no royalties or other fees shall be paid hereunder on account of any referrals or sales made by either party.

TERM

1. UNLESS EARLIER TERMINATED AS SET FORTH HEREIN, THESE TECHNOLOGY PARTNER GENERAL TERMS SHALL BE FOR AN INITIAL TERM OF ONE YEAR COMMENCING ON THE EFFECTIVE DATE. THEREAFTER, THESE TECHNOLOGY PARTNER GENERAL TERMS SHALL AUTOMATICALLY RENEW FOR SUBSEQUENT ONE-YEAR TERMS, UNLESS EITHER PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION NOT TO RENEW THESE TECHNOLOGY PARTNER GENERAL TERMS NOT LESS THAN SIXTY (60) DAYS PRIOR TO THE END OF THE THEN APPLICABLE YEAR TERM.
2. NOTWITHSTANDING THE FOREGOING, IMPRIVATA MAY TERMINATE THESE TECHNOLOGY PARTNER GENERAL TERMS IF PARTNER DOES NOT COMPLETE THE INTEGRATION OF THE PARTNER PRODUCT TO THE IMPRIVATA PRODUCT WITHIN ONE YEAR OF THE EFFECTIVE DATE.
3. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY TERMINATE THESE TECHNOLOGY PARTNER GENERAL TERMS ON ANY MATERIAL BREACH BY THE OTHER PARTY OF ANY TERMS OF THESE TECHNOLOGY PARTNER GENERAL TERMS, WHICH BREACH, IF CAPABLE OF CURE, IS NOT CURED WITHIN THIRTY (30) DAYS AFTER WRITTEN NOTICE.
4. IMPRIVATA MAY TERMINATE THESE TECHNOLOGY PARTNER GENERAL TERMS WITHOUT CAUSE UPON THIRTY (30) DAYS PRIOR NOTICE TO PARTNER.
5. FOLLOWING TERMINATION IN ACCORDANCE WITH SECTION 11, (I) EACH PARTY SHALL PROMPTLY RETURN TO THE OTHER PARTY OR DISPOSE OF AS MUTUALLY AGREED ALL ADVERTISING MATERIALS AND OTHER PROPERTY, INCLUDING ALL CONFIDENTIAL INFORMATION, OF THE OTHER PARTY AND SO CERTIFY IN WRITING; (II) EACH PARTY SHALL CEASE ACTING IN A MANNER THAT WOULD SUGGEST ANY CONTINUING RELATIONSHIP BETWEEN THE PARTIES AS SET FORTH IN THESE TECHNOLOGY PARTNER GENERAL TERMS, AND SHALL CEASE ALL DISPLAY AND ADVERTISING CONTEMPLATED UNDER THESE TECHNOLOGY PARTNER GENERAL TERMS; (III) ANY CERTIFICATION OR VALIDATION GRANTED PURSUANT TO THESE TECHNOLOGY PARTNER GENERAL TERMS SHALL BE IMMEDIATELY TERMINATED; AND (IV) IF TECHNICAL SUPPORT ISSUES ARISE IN REGARD TO AN END USER THAT IS UTILIZING A CERTIFIED VERSION THEN THE PARTIES AGREE TO COOPERATE IN ACCORDANCE WITH THEIR RESPECTIVE PUBLISHED PROCEDURES TO RESPOND TO SUCH ISSUES. IF PARTNER SUBSEQUENTLY DESIRES TO UPDATE ITS CERTIFICATION OR VALIDATION, ANY UPDATED CERTIFICATION OR VALIDATION SHALL BE SUBJECT TO PAYMENT BY PARTNER OF ALL PROGRAM FEES THAT WOULD HAVE BEEN PAYABLE FROM THE TERMINATION OF THESE TECHNOLOGY PARTNER GENERAL TERMS TO THE TIME OF ITS REINSTATEMENT PLUS AN ADDITIONAL 25% REINSTATEMENT FEE.

MISCELLANEOUS

1. Nothing in these Technology Partner General Terms is intended to or shall be deemed to create a joint venture of any kind or for any purpose. The parties shall be and remain independent contractors at all times. Neither party shall have any authority to, nor shall attempt to, bind or commit the other party for any purpose. Neither party shall make any representations or warranties, claims or guarantees concerning the products or services of the other that are inconsistent with those made by the other party in its then current published materials and each party shall in all events comply with all applicable laws, including any applicable import or export laws . In the absence of agreement to the contrary, each party shall bear its own costs and expenses in performing joint sales and marketing activities described herein. These Technology Partner General Terms is non-exclusive in nature and will not prevent either party from entering into similar relationships with other companies to the extent not in conflict with the agreements set forth herein.
2. Neither party may assign these Technology Partner General Terms, nor any of its rights or obligations hereunder, without the prior written consent of the other party, provided that in the case of a sale, merger or acquisition of all or substantially all of a party’s stock or assets by a successor, written notice of the event will be provided to the other party as soon as commercially feasible. If it is determined by a party that such a successor is a competitor, that party may at its option terminate these Technology Partner General Terms on written notice to the other party.
3. THESE TECHNOLOGY PARTNER GENERAL TERMS SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT APPLICATION OF CONFLICTS OF LAW PRINCIPLES; 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. IF ANY PROVISION OF THESE TECHNOLOGY PARTNER GENERAL TERMS IS HELD TO BE ILLEGAL, INVALID OR UNENFORCEABLE, THE LEGALITY, VALIDITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS OF THESE TECHNOLOGY PARTNER GENERAL TERMS SHALL NOT BE AFFECTED OR IMPAIRED THEREBY. NO WAIVER BY ANY PARTY OF ANY BREACH OF ANY PROVISIONS HEREOF WILL BE VALID OR BINDING UNLESS MADE IN WRITING SIGNED BY THE PARTY PREJUDICED THEREBY. THESE TECHNOLOGY PARTNER GENERAL TERMS CONSTITUTES THE ENTIRE AGREEMENT WITH RESPECT TO ITS SUBJECT MATTER AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN AGREEMENTS CONCERNING SUCH SUBJECT MATTER. THESE TECHNOLOGY PARTNER GENERAL TERMS MAY BE AMENDED OR MODIFIED ONLY BY MUTUAL AGREEMENT OF AUTHORIZED REPRESENTATIVES OF THE PARTIES IN WRITING. ALL NOTICES REQUIRED UNDER THESE TECHNOLOGY PARTNER GENERAL TERMS WILL BE IN WRITING AND WILL BE CONSIDERED GIVEN WHEN DELIVERED BY HAND, 24 HOURS AFTER SENDING BY OVERNIGHT COURIER OR 5 DAYS AFTER CERTIFIED MAILING, RETURN RECEIPT, AND APPROPRIATELY ADDRESSED AS FIRST SET ABOVE.