TeleradPros Udkoff Medical Corp. END USER LICENSE AGREEMENT TECHNOLOGY LICENSE AGREEMENT The terms of this Technology License (the “Agreement”) are agreed to by and between (“User”), and TELERADPROS, a California medical corporation (“TELERADPROS”) (each, a “Party” and collectively the “Parties”). Agreement Effective Date: Term of Agreement: The term of this Agreement shall commence on the Effective Date and continue until the third (3rd) anniversary of the Effective Date, unless earlier terminated as set forth in Section 10 (the “Term”). NAME By: TELERADPROS By: Name: Name: Ranon Udkoff , Ph.D., M.D. J. Rivka Udkoff, M.D. Title: Title: DIRECTOR, RADIOLOGY SERVICES MEDICAL OPERATIONS MANAGER Date: Date: Address: Address: 1265 Canyon Rim Circle Thousand Oaks, CA 91362 1265 Canyon Rim Circle Thousand Oaks, CA 91362 Phone: Phone: (818) 865-1963 (818) 865-1963 Email: Email: teleradpros@yahoo.com Attachments: Attachments: Schedule A: Description of Licensed Technology; Schedule B: Authorized Users; Schedule C: Business Associate and Data Use Agreement; Schedule D: Provider Use Agreement AGREEMENT TERMS 1 PURPOSES TELERADPROS provides through its proprietary SmartRIS® program for teleradiology a process for use by health care providers in transmitting, storing, and interpreting radiologic images (collectively, the “Licensed Technology”). The Licensed Technology shall provide Users with two distinct, unrelated services on an as needed basis: (i) the storage of radiologic images in the SmartRIS PACS system on a pay per exam basis, and (ii) the provision of timely interpretation of radiologic images on a pay per image basis. 2 AUTHORITY AND RELATIONSHIP OF THE PARTIES User and TELERADPROS are and shall remain independent contractors throughout the Term. Nothing in this Agreement shall be construed to constitute User and TELERADPROS as partners, joint venturers, agents or anything other than independent contractors. 3 TELERADPROS LICENSE 3.1 Grant of License Rights to User Subject to the terms and conditions of this Agreement, TELERADPROS hereby grants to User, and User hereby accepts, a limited non-transferable, restricted, non-exclusive, revocable, commercial license to operate and use the Licensed Technology identified generally in more detail on Schedule A for the purposes set forth on Schedule A without the right to sublicense the foregoing rights (the “TELERADPROS License”). User acknowledges that: (i) this Agreement does not transfer any interest in the ownership or title of any portion of the Licensed Technology; and (ii) User does not own any portion of the Licensed Technology. 3.2 Term of License The TELERADPROS License shall terminate in total simultaneously with the expiration or earlier termination for any reason of this Agreement. 3.3 License Restrictions User may use all or any part of the Licensed Technology only for the purposes set forth in this Agreement. Without limiting the generality of the foregoing, User shall not, nor shall it permit any third party to: (a) copy, modify, market, reproduce, sell or distribute the Licensed Technology other than as actually necessary and then only in strict accordance with this Agreement for the provision of teleradiology transmission, storage, interpretation and reporting of radiologic images; (b) make the Licensed Technology or Services available to any individual or entity other than User Personnel or User Physicians (as those terms are defined in Section 4.1) who are then Authorized Users (as defined in paragraph 3 of Schedule A) and who have executed Schedule D hereto (the “Provider License to Use and Confidentiality, Non-Disclosure and Technology Agreement”, and sometimes referred to herein as the “Provider Use Agreement”) and who are listed in Schedule B hereto; (c) modify or create derivative works based upon the Licensed Technology; (d) rent, lease, grant a security interest in, or otherwise transfer or attempt to transfer any rights in or to the Licensed Technology; or (e) remove, alter or deface any legends, restrictions, product identification, copyright, trademark or other proprietary notices from the Licensed Technology. 3.4 User Obligations USER SHALL (A) NOTIFY TELERADPROS PROMPTLY IF AND WHEN IT BECOMES AWARE OF ANY USE OR DISCLOSURE OF ALL OR PART OF THE LICENSED TECHNOLOGY NOT AUTHORIZED BY THIS AGREEMENT AND (B) BE RESPONSIBLE FOR ALL THE COST AND ALL LIABILITY OR RISK OF LOSS ASSOCIATED WITH THE USE BY USER OF THE LICENSED TECHNOLOGY AS CONTEMPLATED BY AND IN THIS AGREEMENT ARISING FROM THE ACTION OR FAILURE TO ACT OF USER. THE RIGHTS SET FORTH IN THIS SECTION 3 REPRESENT USER’S ONLY RIGHTS WITH RESPECT TO THE USE OF ALL OR ANY PORTION OF THE LICENSED TECHNOLOGY. ANY USE OF ALL OR ANY PORTION OF THE LICENSED TECHNOLOGY OUTSIDE THE SCOPE OF SUCH RIGHTS IS STRICTLY PROHIBITED. 4 TELERADPROS SERVICES 4.1 Provision of Licensed Technology TELERADPROS will deliver to User the Licensed Technology as set forth on Schedule A. User shall allow only User’s physician employees or contractors (“User Physicians”) and Users non-physician employees (“User Personnel”) who at the time are Authorized Users shall have access to or use the Licensed Technology, and only in accordance with this Agreement. 4.2 Performance Standards TELERADPROS will provide the Licensed Technology as set forth on Schedule A in a competent and timely manner and in compliance with all applicable federal, state and local laws, rules, regulations, court decisions and governmental restrictions (collectively “Laws”). TELERADPROS and User shall execute a Business Associate and Data Services Agreement in form and substance substantial similar as found in Schedule C hereto. The provision by TELERADPROS to the User of the Licensed Technology for the purposes set forth in Schedule A constitute the services to be compensated for hereunder in accordance with the rates set forth in Schedule A (the “Services”). 5. INTENTIONALLY OMMITTED 6 GOVERNING TERMS AND OBLIGATIONS 6.1 Use of Licensed Technology User agrees that its use of the Licensed Technology will be in strict accordance with the procedures provided by TELERADPROS and will comply with all Laws. [Only User Personnel or User Physicians who have received education and training on the use of the Licensed Technology may use the Licensed Technology.] User will ensure (and provide TELERADPROS with evidence satisfactory to TELERADPROS) that all User Personnel and User Physicians who have access to or use any or all of the Licensed Technology are bound by the applicable terms of this Agreement and, prior to being given access to the Licensed Technology have executed the Physician and Personnel Agreement. User will ensure that all User Personnel and User Physicians will have and maintain, all training, licenses, approvals, certification, and information necessary for them to safely and properly use the Licensed Technology. User will report promptly to TELERADPROS any knowledge it acquires that the Licensed Technology is being used in a manner not in strict accordance with this Section 6.1, or otherwise not in accordance with this Agreement. 6.2 No Provision of Patient Care The Parties acknowledge and agree that TELERADPROS in performing its obligations under this Agreement is providing access to technology and technology services only and will not be delivering patient care. 7 INTELLECTUAL PROPERTY RIGHTS 7.1 Reservation of Rights All rights and licenses of any kind in the Licensed Technology not expressly granted in this Agreement are reserved exclusively to TELERADPROS. There shall be no licenses by implication to User, any User Personnel, or any User Physician under this Agreement, and User agrees not to attack or contest, in any way or in any forum, the validity, enforceability, or TELERADPROS’s ownership of, or rights in, the Licensed Technology, to the maximum extent permitted by Law. 7.2 Preexisting Intellectual Property Except as expressly provided for in this Agreement, TELERADPROS shall retain all Intellectual Property that it owned prior to the Effective Date, and this Agreement shall not be interpreted or construed to grant User any rights, title, interest or license in the other Party’s preexisting Intellectual Property. 7.3 TELERADPROS Ownership To the best of TELERADPROS’s knowledge as of the date of this Agreement, TELERADPROS or TELERADPROS’s predecessors in interest developed the Licensed Technology independently, and use of the Licensed Technology by User in compliance with the terms hereof will not infringe upon the proprietary rights of any third party. User acknowledges and agrees that, as between TELERADPROS and User, all right, title and interest in and to the Licensed Technology shall be solely and exclusively owned by TELERADPROS. If User creates, conceives, develops, invents or reduces to practice any inventions (whether or not patentable), documented records of invention or patent disclosures, derivative works, continuations, continuations-in-part, enhancements, trade secrets, know-how, show-how, discoveries, improvements, innovations, ideas, industrial models, processes, methods, formulae, compositions, findings, research and development information, data, databases, content, electronic data files, training manuals, user guides, manufacturing, engineering and technical drawings, manufacturing and production processes and techniques, software and computer programs (in object code and source code), business information and plans, technical knowledge and information, maintenance information, mask works, integrated circuit topographies, confidential information, and all other items with similar characteristics, arising out of or related to the Licensed Technology (collectively, the “Licensee Modifications”), User agrees to assign, and hereby irrevocably assigns, all of User’ right, title and interest in and to the Licensee Modifications to TELERADPROS, including any Intellectual Property rights; provided, however, that User shall not during the Term be charged any additional fees for its use of such Licensee Modifications to the extent that such Modifications become part of the SMARTRIS® System whose use by User as part of the Licensed Technology is subject to this Agreement. User agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further instruments, documents and agreements, and will obtain such consents or waivers, as may be necessary or as may be reasonably requested in order to fully effectuate the purposes, terms and conditions of this agreement at TELERADPROS expense. User further agrees to ensure that all User Personnel and/or User Physicians who are involved in any way with the Licensee Modifications agree (i) to assign and do assign all of their right, title and interest in the Licensee Modifications, including, without limitation, all Intellectual Property related thereto, to User (who in turn shall assign and hereby assigns the same to TELERADPROS as set forth in this Section 7.3) and/or to assign all such rights directly to TELERADPROS; and (ii) to waive all moral rights and agree to never assert any moral rights in the Licensee Modifications. User agrees that for purposes of this Agreement the term “moral rights” means any rights of paternity or integrity, including any right to claim authorship of a copyrightable work, to object to a modification of such copyrightable work, and any similar right existing under the judicial or statutory law of any country in the world or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” User hereby waives and agrees never to assert any moral rights that User may have in any Licensee Modifications, and User hereby further agrees to obtain waivers from User Personnel and User Physicians to any moral rights that they may have in any Licensee Modifications. TELERADPROS shall be solely entitled to and shall be solely responsible for, at its sole expense, filing, having filed, prosecuting, having prosecuted, maintaining and having maintained all patents and patent applications, as applicable, relating to the Licensee Modifications. Notwithstanding the foregoing, User shall be solely responsible at its sole expense, for compliance with any and all Laws, regulations, policies, procedures and guidelines relating to User’s use of the Licensed Technology. The Parties acknowledge and agree that upon creation the Licensee Modifications shall automatically without further action by either Party become part of the Licensed Technology and are hereby assigned to TELERADPROS. User will promptly disclose and deliver to TELERADPROS all Licensee Modifications. 7.4 Use of Trademarks Each Party recognizes that the name, logo and trademarks of the other Party represent valuable assets of such entity and that substantial recognition and goodwill are associated with such assets. Each Party hereby agrees that neither it nor any of its affiliates shall use the name, logo or any other trademarks of the other Party without the prior written consent of the other party, which will not be unreasonably withheld or delayed. No Party will acquire any right, interest or license in any trademark or service mark of the other Party by virtue of this Agreement. 7.5 Intellectual Property For purposes of this Agreement, “Intellectual Property” shall mean all intellectual property and proprietary rights worldwide (whether or not registered or registrable, patented or patentable), copyrights, trademark rights, trade secret rights, know-how, show-how, discoveries, improvements, moral rights, semiconductor chip rights, and rights in ideas, inventions, innovations, Confidential Information, industrial models, processes, methods, formulae, compositions, findings, research and development information, databases, industrial designs, content, electronic data files, training manuals, user guides, drawings, techniques, software, computer programs (in object code and source code), business information, business plans, technical knowledge, technical information, maintenance information, brochures, labels, mask works, integrated circuit topographies, and all other items with similar characteristics, along with all other similar rights and all applications, registrations, divisionals, continuations, continuations-in-part, re-examinations, extensions, reissues and foreign counterparts and documented records of invention or patent disclosures or the like in and to any and all of the foregoing. 8 INDEMNIFICATION AND INSURANCE 8.1 TELERADPROS Indemnification of User User shall not be liable to TELERADPROS or its affiliates or any of their respective officers, directors, employees or other agents for, and TELERADPROS shall indemnify, defend and hold harmless User and its directors, officers, employees and agents (collectively, the “User Indemnities”) from and against, any and all liabilities, losses, suits, claims, costs, expenses (including reasonable attorneys fees and disbursements), interest, penalties, fines, judgments and actual or direct damages of any kind whatsoever (collectively, “Losses”) to the extent and proportion that such Losses relate to or arise from (i) negligent acts or omissions or willful misconduct of TELERADPROS or any of the TELERADPROS Indemnities (as that term is defined in Section 8.2); or (ii) breach of this Agreement by TELERADPROS or any of the TELERADPROS Indemnities. 8.2 User Indemnification of TELERADPROS TELERADPROS shall not be liable to User or its affiliates or any of their respective officers, directors, employees or other agents for, and User shall indemnify, defend and hold harmless TELERADPROS and its directors, officers, employees and agents (collectively, the “TELERADPROS Indemnities”) from and against any and all Losses to the extent and proportion that such Losses relate to or arise from (i) negligent acts or omissions or willful misconduct of User or any of the User Indemnities; or (ii) breach of this Agreement by User or any of the User Indemnities. 8.3 Procedures for Indemnification Each Party shall provide prompt written notice to the other Party upon learning of any occurrence or event that may result in an obligation of the other Party under this Section 8; provided that the omission by a Party to give notice of a claim as provided in this Section 8.3 shall not relieve the other Party of its obligations under this Section 8 except to the extent that (i) the omission results in a failure of actual notice to the other Party and (ii) the other Party suffers damages as a result of the failure to give notice of the claim. The other Party shall have the right to maintain control of the defense and all negotiations for settlement of any claims or demands under this Section 8; provided, however, the other Party shall not settle any claims or demands without the prior written consent of the Party giving notice (which shall not be unreasonably withheld). The Party giving notice shall have the right to monitor and participate in any resolution or litigation of any such claim at its own expense, and, if requested, the Party giving notice shall provide to the other Party all reasonable documents and assistance relating to such claim. Notwithstanding the foregoing, neither Party shall be required to take any action under this Section 8.3 (except for the initial giving of notice) that materially prejudices its rights. 9 CONFIDENTIALITY AND NON- DISCLOSURE 9.1 Confidential Information User acknowledges and agrees that the Licensed Technology constitutes valuable trade secrets and confidential information of TELERADPROS. User agrees that it shall take, and shall ensure that User Personnel and User Physicians shall take, all reasonable steps to preserve and protect the confidentiality of such trade secrets and confidential information. Such trade secrets and information shall be deemed “Confidential Information” of TELERADPROS. In addition, the terms of this Agreement and all other proprietary business information that User, User Personnel or User Physicians have received or receive from TELERADPROS or obtain as a result of use of the Confidential Information shall be deemed Confidential Information of TELERADPROS, and all proprietary business information that TELERADPROS or its personnel have received or receive or obtain from User shall be deemed to be Confidential information of User. 9.2 Non-Disclosure Each Party agrees to maintain as confidential the Confidential Information of the other Party and further agrees not to disclose such Confidential Information other than as specifically permitted by this Agreement. At no time shall either Party use, or allow others to use or have access to, the other Party’s Confidential Information for any purpose other than performance of obligations or exercise of rights under and in accordance with this Agreement or disclose the Confidential Information to any third party without the prior written consent of the other Party, which may be withheld in its sole discretion, and then only after the party to whom such disclosure will be made has agreed in writing to comply with and be bound by the applicable terms of this Agreement, including but not limited to this Section 9. In the event of any legal action or proceeding or asserted requirement under Laws requesting or demanding disclosure by a Party of all or any part of the Confidential Information of the other Party, such Party shall immediately notify the other Party in writing of such request or demand, the terms and circumstances surrounding such request or demand, and the documents requested or demanded so that the other Party may seek an appropriate protective order or take other protective measures and/or waive such Party’s compliance with the provisions of this Section 9. If in the absence of a protective order or a waiver under this Section 9 from the other Party, if such Party, in the reasonable opinion of its legal counsel, is compelled to disclose any such Confidential Information or otherwise stand liable for contempt or suffer other penalty, such Party may disclose such Confidential Information as so required without liability under this Section 9; provided, however, that such Party: (a) shall give the other Party written notice of the Confidential Information to be so disclosed as far in advance of its disclosure as is practicable; (b) shall furnish only that portion of the Confidential Information which in the reasonable opinion of counsel is legally required; and (c) shall cooperate with the other Party (at the other Party’s expense) to obtain an order or other reliable assurance that confidential treatment will be accorded to such Confidential Information. 10 TERMINATION This Agreement may be terminated prior to the expiration of the Term for Cause (as defined in this Section 10), which cause shall constitute an “Event of Default.” A termination for Cause must be effected by giving written notice to the defaulting Party describing the Event of Default with reasonable specificity and shall be subject to the cure periods set forth in this Section 10. 10.1 Termination by User User shall have Cause for termination of this Agreement if TELERADPROS materially defaults in its performance of any of its material obligations under this Agreement, subject to a 10-day cure period. 10.2 Termination by TELERADPROS TELERADPROS shall have Cause for termination of this Agreement if User materially defaults in its performance of any of its material obligations under this Agreement, subject to a 10-day cure period. 10.3 Opportunity to Cure Following the occurrence of an Event of Default, after receipt of written notice with respect to such default, the defaulting Party shall have the applicable cure period set forth in Section 10.1 or Section 10.2 to cure such Event of Default prior to termination of this Agreement pursuant to the provisions of this Section 10.3. If the default is not cured within the period provided for under this Section 10.3, the Party giving notice of default, may, at its option, terminate this Agreement or exercise any other remedy at law or in equity consistent with this Agreement. 10.4 Notice Obligation Each Party shall notify the other Party at least 72 hours in advance of taking any action that reasonably could trigger the Event of Default set forth in Section 10.1 or Section 10.2. 11 DISCLAIMER OF WARRANTIES USER ACKNOWLEDGES AND AGREES THAT THE LICENSED TECHNOLOGY BEING LOANED OR LICENSED TO USER ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTY OF ANY KIND. WITH RESPECT TO THIS AGREEMENT TELERADPROS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, SYSTEM INTEGRATION, OR (EXCEPT AS PROVIDED IN SECTION 7.2) NON-INFRINGEMENT, REGARDING THE LICENSED TECHNOLOGY OR ANY OTHER MATERIALS OR INFORMATION PROVIDED UNDER THIS AGREEMENT. ADDITIONALLY, WITH RESPECT TO THIS AGREEMENT TELERADPROS MAKES NO REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SAFETY OR EFFICACY OF THE LICENSED TECHNOLOGY, THAT THE LICENSED TECHNOLOGY WILL OPERATE IN A MANNER THAT IS UNINTERRUPTED OR ERROR-FREE, OR REGARDING ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. 12 LIMITATION OF LIABILITY SUBJECT TO SECTION 8, TELERADPROS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR HOW USER, ANY USER PERSONNEL OR ANY USER PHYSICIAN USES THE LICENSED TECHNOLOGY FOR OR IN CONNECTION WITH ANY DIAGNOSIS OR TREATMENT MADE OR PROVIDED IN CONNECTION WITH OR RELIANCE ON THE LICENSED TECHNOLOGY, OR FOR INJURY TO PERSONS OR PROPERTY ARISING FROM THE USE OF THE LICENSED TECHNOLOGY. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING LOST REVENUES OR LOST PROFITS, LOSS OF BUSINESS OR GOODWILL OR LOSS OF DATA, IN ANY WAY ARISING OUT OF, RELATED TO OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OR OTHERWISE HAS REASON TO KNOW OR KNOWS OF THE POSSIBILITY OF SUCH DAMAGES. USER FURTHER AGREES THAT IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF TELERADPROS TO USER FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, PRODUCT LIABILITY, OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY USER TO TELERADPROS UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY. 13 INTENTIONALLY OMMITTED 14 INTENTIONALLY OMMITTED 15 MISCELLANEOUS 15.1 Assignment Except as expressly provided in this Agreement, neither this Agreement nor any right or obligation under this Agreement is assignable in whole or in part by User. 15.2 Complete Agreement This Agreement, including any and all Schedules and attachments listed on the first page of this Agreement, which are hereby incorporated by reference into this Agreement, constitutes the complete and integrated understanding of the Parties with respect to the subject matter of this Agreement and supersedes all prior understandings and agreements, whether written or oral, with respect to the same subject matter. 15.3 Amendment This Agreement may only be amended by a written agreement duly signed by persons authorized to sign agreements on behalf of each Party. 15.4 Notices All notices, demands, requests, or other communications which may be or are required to be given or made by any Party to the other Party pursuant to this Agreement shall be in writing and shall be hand delivered, mailed by first-class registered or certified mail, return receipt requested, postage prepaid, or delivered by overnight air courier addressed as provided on the first page of this Agreement. Each notice, demand, request, or communication which shall be given or made in the manner described in this Section 15.4 shall be deemed sufficiently given or made for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, or the affidavit of messenger being deemed conclusive but not exclusive evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation. 15.5 Governing Law and Jurisdiction Subject to Section 15.10, the interpretation and construction of this Agreement, to the extent the particular issue is controlled by state Law, shall be governed by and construed in accordance with the Laws (but not including choice of law provisions) of the State of California. Any dispute arising out of or relating to this Agreement shall be submitted to a court of competent jurisdiction situated in the State of California, County of Ventura. The prevailing party shall be entitled to recover his/her/its reasonable attorneys fees. 15.6 Waivers and Remedies The failure by a Party to insist on strict adherence by the other Party to any term of this Agreement shall not operate or be construed as a waiver by that Party of the right to exercise any right or remedy that it may possess under this Agreement, nor be construed as a bar to the exercise of such right or remedy by such Party with respect to such failure or upon the occurrence of any subsequent breach or violation. Any waiver must be in writing and signed by the Party to be charged. 15.7 Headings; Certain Rules of Construction The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement. The terms “including” or “include” shall mean “including, without limitation,” or “include, without limitation,” as the case may be. References to “Sections” shall be to Sections of this Agreement unless otherwise specifically provided. Any of the terms defined in this Agreement may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. 15.8 Counterparts To facilitate execution, this Agreement may be executed in as many counterparts as may be required. It shall not be necessary that the signature of or on behalf of each Party appears on each counterpart, but it shall be sufficient that the signature of or on behalf of each Party appears on one or more of the counterparts. All counterparts shall collectively constitute a single agreement. A facsimile copy or other reliable reproduction of this Agreement shall be deemed an original. 15.9 Benefits, Binding Effect This Agreement shall be binding upon and inure to the benefit of the respective Parties and their permitted assigns and successors in interest. 15.10 INTENTIONALLY OMITTED. 15.11 Expenses Except as otherwise expressly provided in this Agreement, each Party shall bear its own expenses (including those of its accountants, advisers or other agents or representatives) incident to the preparation, negotiation, execution and delivery of this Agreement and the performance of its obligations hereunder. 15.12 Severability The Parties to this Agreement acknowledge and agree that it is their intent and understanding that this Agreement complies with all applicable federal, state and local laws, rules, regulations, court decisions and governmental restrictions, and that at all times they intend to be in compliance with all Laws. Should any term or provision of this Agreement be deemed invalid or void or unenforceable either in its entirety or in a particular application because it is in conflict with or violates any Law, the remainder of this Agreement shall nonetheless remain in full force and effect and, if the subject term or provision is deemed to be invalid, void or unenforceable only with respect to a particular application, such term or provision shall remain in full force and effect with respect to all other applications. In addition, the Parties agree to amend this Agreement to bring this Agreement in compliance with said Law. 15.13 Survivability Notwithstanding anything to the contrary set forth in this Agreement, Sections 3, 5.2, 6, 7, 8, 9, 11, 12 and 15 shall survive the termination of this Agreement 16. MISCELLANEOUS PROVISIONS 16.1 Entire Agreement; Policies, Regulations and Guidelines: This Agreement sets forth the entire agreement and understanding of the parties with regard to the subject matter hereof and supersedes all prior agreements, arrangements and understandings, written or oral, between the parties. Any oral representations or modifications concerning this Agreement shall be of no force or effect unless contained in a subsequent written modification signed by the Physician and a duly authorized representative of TELERADPROS. 16.1.1. TELERADPROS may from time to time issue policies, rules, regulations, guidelines, procedures, or other informational material, whether in the form of handbooks, memoranda, or otherwise, relating to technology services, and from time to time amend those materials. Technology Service user agrees that such materials shall apply provided that such materials shall not be construed to alter, modify or amend this Agreement. Rather, if any such materials conflict with or are otherwise inconsistent with any provision of this Agreement, the provisions of this Agreement shall control. 16.1.2. TELERADPROS may from time to time issue policies, rules, regulations, guidelines, procedures, or other informational material, whether in the form of handbooks, memoranda, or otherwise, relating to technology services, and from time to time amend those materials. Technology Service user agrees that such materials shall apply provided that such materials shall not be construed to alter, modify or amend this Agreement. Rather, if any such materials conflict with or are otherwise inconsistent with any provision of this Agreement, the provisions of this Agreement shall control. 16.2. Social Security Act: To the extent required by Section 1861(v)(1)(i) of the Social Security Act, each party shall, upon proper request, allow the United States Department of Health and Human Services, the Comptroller General of the United States, and their duly authorized representatives access to this Agreement and to all books, documents, and records necessary to verify the nature and extent of costs and services provided by either party under this Agreement, at any time during the term of this Agreement and for an additional period of four (4) years after the last date services are furnished under this Agreement. 16.3. Construction: Whenever used in this Agreement, the terms “including,” “include,” “includes” and the like are not intended as terms of limitation, and, hence, shall be deemed to be followed by “without limitation.” 16.4. Attorney Review: Technology Service User acknowledges that Technology User has had the opportunity to review this document with Physician’s attorney, who has explained its operation and meaning, and who has had substantial input in its drafting. No party shall be considered to be the drafter of this Agreement for the purpose of any statute, case law, or rule of interpretation or construction that would or might cause any provision to be construed against the drafter hereof. 16.5. Personal Service Contract: This contract is a technology personal service contract and Technology Service User may not assign any portion of technology Service User’s responsibilities or obligations under this Agreement. By logging into this site you are agreeing to the EULA.