EXHIBIT 10.4
DataQual for Windows(TM) and I-Link 32 Upgrade Addendum
This agreement between ___________________________ (Customer) and IHS of
Virginia, Inc. (IHS) amends the Software License Agreement currently in place
between Customer and IHS (Agreement), and is made a part thereof. IHS hereby
grants to Customer a non-exclusive license to use computer software and/or
hardware products (Products) as identified in the Quotation schedules attached
hereto at prices stated therein. This Addendum, the Agreement, and the End User
Software License Agreement represent the entire agreement between Customer and
IHS concerning the Products, and supersedes any prior proposals, representations
or understandings between Customer and IHS. No modification of this agreement
shall be binding unless in writing and signed by an authorized representative of
both parties.
1. The Products are provided under license by IHS to Customer for Customer's
use under the terms and conditions of this agreement. The computer hardware
provided with I-Link 32 (Hardware) shall remain the property of IHS, and
must be returned to IHS in the event of any Termination of the Agreement.
Customer agrees to use the Hardware only for purposes authorized by IHS.
2. It shall be the responsibility of IHS to provide maintenance for the
Hardware either on-site or by express courier replacement service. It shall
be the responsibility of Customer to maintain a reasonable operating
environment as well as physical and electronic security for the Products.
3. Customer agrees to allow IHS to use the data handled by I-Link 32 for
analysis and statistical reporting for comparative purposes with other
hospitals. IHS agrees to safeguard all patient related data and not to
publish any data or results of the analysis of any data that is
attributable to Customer without the expressed consent of Customer.
4. Customer agrees to provide an analog telephone connection for the purposes
of system support, data transfers, problem diagnosis, and Software updates.
5. The price of I-Link 32, defined on quotation attached, includes
configuration for capture of as many of the data elements on the attached
list as may be desired by customer, from a single data source on a TCP/IP
network. Configuration of I-Link 32 for capture of additional data
elements, sources, transmission mechanisms, or bi-directional data
transfers may result in additional charges by IHS under standard consulting
rates.
6. Customer is responsible for following reasonable information systems
practices to ensure that all Customer data is backed up and properly
secured using external means across Customer's network. IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY
EXCLUDED. IHS SHALL HAVE NO LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES. IN NO EVENT SHALL IHS BE LIABLE FOR DIRECT DAMAGES IN EXCESS OF AN
AGGREGATE OF ALL SUMS PAID BY CUSTOMER TO IHS UNDER THIS AGREEMENT DURING
THE PRECEDING TWELVE (12) MONTHS, AND IHS SHALL HAVE NO LIABILITY FOR ANY
DATA STORED IN OR USED WITH THE PRODUCTS, INCLUDING THE COSTS OF RECOVERING
SUCH DATA.
For: Customer
By:...................................................................
Name
Printed:............................................................
Title:.................................................................
Date:..............................................................
Accepted and Approved by IHS of Virginia, Inc.
By:....................................................................
Name
Printed:...............................................................
Title:.................................................................
Date:..............................................................
This page contains IHS proprietary information, and is not to be duplicated or
disclosed without the written permission of Integrated Healthcare Systems, Inc.