Core Solutions, Inc. (“Core”) is excited that you have expressed an interest in potentially subscribing to access its proprietary EHR software, Cx360 (the “Application”). Core knows that the selection of a new EHR is an important decision and wants to make sure that you have an opportunity to try the Application prior to purchasing it.

By registering for a Core EHR Evaluation Period, you agree, on behalf of yourself and the institution/company or other legal entity that you represent (“Evaluator”), to be legally bound by this Application Evaluation Agreement (the “Agreement”) when you access or use the Application.

PLEASE REVIEW THIS AGREEMENT CAREFULLY. THE INDIVIDUAL ACCEPTING THIS AGREEMENT REPRESENTS AND WARRANTS THAT HE/SHE IS AN AUTHORIZED REPRESENTATIVE ACCEPTING THIS AGREEMENT ON BEHALF OF EVALUATOR AND HAS THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE EVALUATOR. BY USING THE APPLICATION, YOU ACKNOWLEDGE THAT YOU ACCEPT THE TERMS SET FORTH HEREIN. IF YOU DO NOT ACCEPT SUCH TERMS OR DO NOT HAVE AUTHORITY TO SIGN ON BEHALF OF THE EVALUATOR, YOU MAY NOT ACCESS THE APPLICATION.

1. Evaluation Access. Subject to the terms and conditions of this Agreement, Core hereby grants to Evaluator for a period of seven days (the “Evaluation Period”) non-exclusive, non-transferable access to the Application solely to conduct an internal evaluation and test of the Application in connection with making a decision regarding whether purchase a subscription to the Application (the “Restricted Purpose”). Evaluator agrees that it shall not use the Application for any production or commercial purpose, in any production environment or for the processing of any actual data of real patients, any individually identifiable protected health information, or any other actual protected confidential, proprietary or financial information of Evaluator, any individual person, or any other legal entity or group. Evaluator shall have no rights under this Agreement to receive any maintenance, support, upgrades, updates or new versions of the Application. The Application may be accessed and evaluated only by employees, agents or contractors of Evaluator who have a need to evaluate the Application for the Restricted Purpose (the “Evaluator Users”). Evaluator agrees to only use any documentation related to the Application in connection with its use of the Application in compliance with this Agreement. Evaluator agrees to maintain appropriate non-disclosure agreements with all Evaluator Users or otherwise cause all such Evaluator Users to comply with all restrictions of this Agreement; and Evaluator agrees to be fully liable for all of the Evaluator Users’ acts or omission in connection with this Agreement.
2. Confidential Information. Evaluator agrees not to copy in any manner or otherwise duplicate, distribute or otherwise disclose to any third party, either directly or indirectly, any portion of the Application, any information concerning any portion of the Application or documentation, or any information contained or available through the Application or documentation including, but not limited to, any performance or capabilities of the Application or results, any forms available in the Application or any conclusions or outcome of Evaluator’s evaluation of Application (“Confidential Information”). Evaluator shall only use the Confidential Information for the Restricted Purpose and for no other purpose. Evaluator agrees to take all necessary steps to ensure that Confidential Information is not used, disclosed or distributed by its employees or agents in violation of the provisions of this Agreement.
3. Ownership. Evaluator agrees and acknowledges that Core and its licensors are the owners of all right, title and interest in and to Application and related documentation, all modifications, corrections and derivative works thereof, and all intellectual property therein, and that Evaluator shall not obtain or claim any ownership interest in the Application (or any portion thereof), any modification, correction or derivative work thereof, or any intellectual property therein. Evaluator agrees and acknowledges that the Application and related documentation contains the valuable trade secrets and proprietary information of Core and its licensors which have been developed at significant expense over many years.
4. Restrictions.
   1. Evaluator understands and agrees that: (1) it will use the Application solely for the Restricted Purpose; (2) it will not use the Application for actual patient care or any other business purposes whatsoever; (3) it will not input into the Application any actual data of real patients, any individually identifiable protected health information, or any other actual protected confidential, proprietary or financial information of Evaluator, any individual person, or any other legal entity or group; (4) any and all data entered into the Application by the Evaluator for such test-only purposes may be retained by Core and may be visible and accessed by multiple authorized individuals. Core shall have no obligation to return any data to Evaluator upon termination of the Evaluation Period.
   2. Evaluator shall not, and shall cause its employees, agents and contractors not to: 1) use the Application for any purpose other than the Restricted Purpose; 2) modify, translate, adapt, alter, reverse engineer, decompile, reverse compile, or disassemble the Application; 3) create, or attempt to create, a derivative work or compilation of the Application or any associated documentation, including without limitation any product or service derived or compiled from or based on, in whole or in part, the Application; 4) remove or alter any trademark, logo, copyright, or other proprietary notices, legends, symbols or labels in or on the Application or associated documentation; 5) copy, distribute, market, sell, lease, sublicense or otherwise transfer the Application, associated documentation, or any component or portion thereof, to third parties; 6) use the Application and associated documentation in a way that violates the rights of a third party including, but not limited to, intellectual property rights; or 7) use the Application and associated documentation in any way that violates applicable law.
   3. Following the end of the Evaluation Period, if Evaluator choose to purchase a subscription to the Application, Evaluator will execute Core’s then-current full access agreement.
5. Reservation of Rights. Core and/or its licensors reserve all rights not expressly granted herein, and except for the Restricted Purpose as stated in this Agreement, Evaluator shall make no other utilization of Application and its related documentation, or use it for the benefit of any other person or entity, or permit any third party to make such utilization, and Evaluator shall have no rights or licenses with respect to the Application, its related documentation or other intellectual property rights of Core. The rights granted under this Agreement are granted only to Evaluator and may not be assigned or transferred to any other party without the prior written consent of Core.
6. Term and Termination of this Agreement.
   1. Effective Date. This Agreement shall become effective on the date of registration for the evaluation period (the “Effective Date”) and expire seven (7) days after the Effective Date unless sooner terminated as provided herein. Upon expiration of this Agreement, Evaluator shall cease all use of Application and return to Core all tangible materials containing or including any items of Confidential Information owned by Core, delete any electronically stored and destroy all tangible materials created by Evaluator which incorporate or include such Confidential Information owned by Core, and at Core’ request, provide to Core an affidavit attesting to such return, deletion or destruction.
   2. Termination by Core. This Agreement may be terminated immediately by Core by disabling Evaluators’ access to the Application.
   3. Other rights. Rights of termination under this Section 6 shall be without prejudice to any other rights or remedies whether subsisting by virtue of this Agreement or otherwise.
   4. Survival. The provisions of this Agreement which protect the rights of Core shall survive the termination of this Agreement.
7. No Warranty. Application and its related documentation are provided to Evaluator “as is”, for evaluation and testing purposes only, and Core makes no warranty, whether express or implied, and expressly disclaims all warranties, including without limitation, all warranties of merchantability, non-infringement, or fitness for a particular purpose.
8. Limitation of Liability. CORE SHALL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM, RELATING TO, OR IN CONNECTION WITH THE USE OF THE APPLICATION OR RELATED MATERIALS. THIS WAIVER APPLIES EVEN IF CORE IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. These limitations apply to the maximum extent permitted by law regardless of 1) the reason for or nature of the liability, including tort claims, 2) the number of claims, 3) the extent or nature of the damages, and 4) whether any other provisions of this Agreement have been breached or proven ineffective.
9. Indemnification. Evaluator agrees to indemnify, defend and hold harmless Core and its officers, directors, employees, agents and representatives from and against all losses, expenses, claims, damages, and costs, including reasonable attorney fees, resulting from any breach of this Agreement by Evaluator.
10. Miscellaneous.
    1. No Waiver. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.
    2. Assignments. Neither this Agreement nor any rights, obligations or access granted hereunder may be assigned or delegated by Evaluator without the prior written consent of Core.
    3. Amendment. This Agreement shall not be amended or modified except in writing by duly authorized representatives of the parties.
    4. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force.
    5. Entire Agreement. This Agreement forms the entire understanding of the parties with respect to the matters set forth herein and supersedes all previous agreements, understandings and negotiations between them. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely upon and shall have no remedy in respect of any statement, representation, warranty or understanding of any person unless expressly set out in this Agreement.
    6. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, USA, without regard to its conflicts of laws principles.
       Notices. Notices may be sent to Core at 620 Freedom Business Center Drive, Suite 400, King of Prussia, Pennsylvania 19406, Attn: General Counsel and to Evaluator at the address set forth in the registration form.
    7. Survival. All terms which by their nature survive termination shall survive termination or expiration of the Agreement.