This HIPAA Business Associate and Standard Nondisclosure Agreement (the "HIPAA and Nondisclosure Agreement") is effective henceforth, by and between IHCFA, LLC and Atlantic Imaging Group, LLC having its principal offices at 2 Ridgedale Avenue Suite A-10 Cedar Knolls, NJ 07927 (hereinafter iHCFA) and the Subscriber whose information is detailed in the online JOIN screen. ("Covered Entity") (each individually, "Party," or collectively, "Parties"). WHEREAS, IHCFA and Covered Entity will discuss/engage in a possible business transaction during which (i) either Party may acquire the other Party's proprietary or confidential information and/or (ii) Covered Entity may make available confidential, personally identifiable health information to IHCFA; WHEREAS, any personally identifiable health information may be used or disclosed only in accordance with the privacy regulations, 45 C.F.R. Parts 160 and 164 (the "Privacy Regulations"), and the security regulations, 45 C.F.R. Parts 160, 162 and 164 (the "Security Regulations"), issued pursuant to the Health Insurance Portability and Accountability Act at 42 U.S.C. §§ 1320d - 1320d-8 ("HIPAA") and/or the terms of this HIPAA and Nondisclosure Agreement, as set forth herein; and WHEREAS, confidential information may be used or disclosed only in accordance with the terms of this HIPAA and Nondisclosure Agreement, as set forth herein.

NOW THEREFORE, the Parties to this HIPAA and Nondisclosure Agreement agree as follows:

1.0 DEFINITIONS.

1.1 Confidential Information. "Confidential Information" means the proprietary or confidential information of each Party, relating in any way to the business and affairs of each Party, or proprietary or confidential information of a third party to which a Party has access, that one Party may acquire from the other Party as a result of discussions of a possible business transaction or pursuant to a business transaction (the "Authorized Purpose") between the Parties. Confidential Information includes any information marked as confidential, but also includes any information which the Parties in good faith and good conscience ought to treat as confidential.

1.2 Protected Health Information. "Protected Health Information" (“PHI”) means individually identifiable information received from or on behalf of Covered Entity relating to the past, present or future physical or mental health or condition of an individual, provision of health care to an individual, or the past, present or future payment for health care provided to an individual, as more fully defined in 45 C.F.R. § 160.103, and any amendments thereto.

2.0 PERMITTED USES AND DISCLOSURES.

2.1 Confidential Information. Each Party acknowledges that all Confidential Information is very valuable to each respective Party and shall maintain all Confidential Information in confidence. Each Party further agrees that such Confidential Information shall not be used or disclosed, except as follows: (i) each Party agrees to use Confidential Information only for the Authorized Purpose and agrees not to use any Confidential Information for the benefit of anyone other than the other Party to this HIPAA and Nondisclosure Agreement; (ii) each Party agrees to limit access to Confidential Information to its officers, directors, employees and agents ("Personnel") who have a need to know the Confidential Information for the Authorized Purpose and shall instruct such Personnel to not disclose Confidential Information except as allowed under this HIPAA and Nondisclosure Agreement; and (iii) each Party agrees not to copy, reprint, duplicate or recreate the Confidential Information without the prior express written consent of the other Party. The obligations relating to Confidential Information shall not apply to any Confidential Information which is: (i) otherwise publicly available; (ii) in the Party's possession prior to disclosure hereunder (provided that such information has not been disclosed by the other Party prior to executing this HIPAA and Nondisclosure Agreement); (iii) rightfully received from a third party and not derived directly or indirectly from any breach of a confidentiality obligation or developed or disclosed in violation of the other Party's rights; (iv) independently developed by such Party; (v) disclosed by the Party pursuant to a written permission from the other Party to disclose (subject to any restrictions therein); or (vi) required to be disclosed in a judicial or administrative proceeding, or as otherwise required to be disclosed by law.

2.2 Protected Health Information. IHCFA further agrees that PHI shall not be used or disclosed, except as follows: (i) for the purposes specified in a written agreement currently existing, or to be entered into, by and between Covered Entity and IHCFA (the “Agreement”), a copy of which shall be attached hereto (upon execution) and incorporated herein by reference; (ii) as Required by Law, as such term is defined in 45 C.F.R. §164.103; (iii) if necessary for the proper management, administration or fulfillment of the legal responsibilities of IHCFA; provided, however, that any PHI received from or on behalf of Covered Entity may only be disclosed by IHCFA to agents, subcontractors or such persons/entities who agree, in writing, to the same level of restrictions, conditions and obligations that apply through this HIPAA and Nondisclosure Agreement to IHCFA with respect to such information; (iv) to permit IHCFA to provide data aggregation services to Covered Entity and to de-identify PHI in order to prepare statistical analyses and similar reports for its own use, provided that such activities are in compliance with the Privacy Regulations; and/or (v) to report violations of law to appropriate federal and state authorities, consistent with 45 C.F.R. §164.502(j)(1).

3.0 ADDITIONAL PHI RELATED OBLIGATIONS.

3.1 Unauthorized Use or Disclosure. IHCFA agrees to use appropriate safeguards to prevent the use or disclosure of PHI other than as provided for by this HIPAA and Nondisclosure Agreement. Covered Entity shall not request IHCFA to use or disclose PHI in any manner that would not bepermissible under the Privacy Regulations if done by IHCFA. IHCFA agrees to report to Covered Entity any use or disclosure of PHI not provided for by this HIPAA and Nondisclosure Agreement of which it becomes aware. IHCFA shall take all commercially reasonable steps to mitigate any harmful effect that is known by IHCFA of a use or disclosure of PHI by IHCFA in violation of this HIPAA and Nondisclosure Agreement. Effective as of the date Covered Entity is required to comply with the Security Regulations, IHCFA agrees: (i) to use appropriate physical, technical, and administrative safeguards to prevent the use or disclosure of PHI in any manner other than as provided for by this HIPAA and Nondisclosure Agreement; and (ii) to report any “security incident” as required by the Security Regulations for the storage and transmission of electronic data.

3.2 Inspection By Individual or IHCFA. IHCFA agrees to provide access, in a time and manner to be mutually agreed between Covered Entity and IHCFA, to PHI received from or on behalf of Covered Entity in a Designated Record Set (as defined in the Privacy Regulations): (i) to the individual or his/her personal representative or to Covered Entity, to the extent that the information is not already in the possession of Covered Entity and is necessary to permit Covered Entity to fulfill any obligation to allow access or for inspection and copying in accordance with the provisions of 45 C.F.R. § 164.524; and/or (ii) to the individual or his/her personal representative or to Covered Entity, to the extent necessary to permit Covered Entity to fulfill any obligation to account for disclosures of PHI in accordance with 45 C.F.R. § 164.528.

3.3 Inspection By U.S. Secretary of Health and Human Services. IHCFA agrees to make its internal practices, books and records relating to the use or disclosure of PHI received from or on behalf of Covered Entity available to the U.S. Secretary of Health and Human Services, or the Secretary’s designee, at a time and in a manner to be mutually agreed by Covered Entity and IHCFA or designated by the Secretary, for purposes of determining Covered Entity’s compliance with the Privacy Regulations.

3.4 Amendments to PHI. IHCFA agrees to make any amendments to PHI received from or on behalf of Covered Entity in a Designated Record Set that Covered Entity directs or agrees to pursuant to 45 C.F.R. § 164.526.

3.5 Notice of Limitations, Restrictions or Changes. To the extent that any limitation, restriction, or change may affect IHCFA's use or disclosure of PHI, Covered Entity shall notify IHCFA of: (i) any limitations in the notice of privacy practices of Covered Entity in accordance with 45 C.F.R. §164.520; (ii) any changes in, or revocation of, permission by individuals to use or disclose PHI; and (iii) any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 C.F.R. §164.522.

4.0 COSTS.

IHCFA reserves the right to charge Covered Entity IHCFA's actual costs for the services provided under this HIPAA and Nondisclosure Agreement (including costs of preparation, copying and mailing) in the event such services are required as a result of a malicious or negligent act or omission of Covered Entity.

5.0 SECURITY MEASURES.

Both Parties shall, and shall cause their respective subcontractors/agents, to implement and maintain appropriate security programs for Confidential Information and PHI, including, without limitation, entering into appropriate confidentiality agreements with such subcontractors/agents at least as restrictive as the terms and conditions of this HIPAA and Nondisclosure Agreement.

6.0 ELECTRONIC EXCHANGE AND ACCESS.

When exchanging electronic information, the Parties shall use mutually acceptable and compatible formats and electronic exchange systems. The Parties acknowledge that HIPAA does not require them to exchange electronic health information in the standardized formats set forth under 45 C.F.R. Parts 160 and 162 (the “Transaction Standards”), nor does HIPAA require that the Transaction Standards be used to submit information to Workers Compensation carriers or liability insurers. Covered Entity may be provided access to IHCFA's computer or electronic systems (“System Access”). Covered Entity shall be responsible for all Covered Entity actions relating to such System Access, including use of any logon IDs, passwords or other authentication methods provided to Covered Entity.

7.0 INDEPENDENT DEVELOPMENT.

Covered Entity acknowledges that IHCFA is in the business of developing and marketing products and services, and, independent of Covered Entity's Confidential Information, may have developed or may presently or in the future be developing inventions, products, systems, business plans, business methods, or proposals which may be similar, identical or related, in any way to Confidential Information. Therefore, IHCFA's obligations hereunder shall not be construed to prevent it, independent of and without use of Covered Entity’s Confidential Information, from developing or marketing inventions, products, systems, business plans, business methods or proposals which are similar, identical or related, in any way, to the Confidential Information.

8.0 RETURN OR DESTRUCTION.

Unless otherwise required by contract or law, upon either termination of this HIPAA and Nondisclosure Agreement as set forth herein or upon written request by either party, (a) each Party shall cease use and return or destroy all of the other Party's Confidential Information in the Party's possession; and (b) IHCFA shall cease use and return or destroy all PHI created or received from or on behalf of Covered Entity. If PHI is destroyed, IHCFA agrees to provide Covered Entity with appropriate documentation/ certification evidencing such destruction. If return or destruction of all PHI, and all copies of PHI, is not feasible, IHCFA agrees to extend the protections of this HIPAA and Nondisclosure Agreement to such information for as long as it is maintained.

9.0 TERMINATION.

This HIPAA and Nondisclosure Agreement, and each Party’s obligations hereunder, shall, with respect to Confidential Information continue (i) from the date of the last signature by both parties (“Effective Date”) or (ii) the date of disclosure of Confidential Information for five (5) years; and with respect to PHI continue from the Effective Date in perpetuity. If Covered Entity has knowledge of a material breach of this HIPAA and Nondisclosure Agreement by IHCFA, Covered Entity may terminate this HIPAA and Nondisclosure Agreement in accordance with the termination provisions of the Agreement.

10.0 RESTRICTIVE COVENANTS.

Covered Entity warrants that it, and each of its subcontractors/agents, will not disclose or use any information which may be considered in full or in part as confidential or proprietary through an obligation of confidentiality with any past employer, customer of Covered Entity or other party.

11.0 NOTICE.

Any notice to the other Party pursuant to this HIPAA and Nondisclosure Agreement shall be deemed provided if sent by first class United States mail, postage prepaid, to such Party executing this HIPAA and Nondisclosure Agreement at the Party's address referenced at the end of this HIPAA and Nondisclosure Agreement.

12.0 GENERAL PROVISIONS.

This HIPAA and Nondisclosure Agreement and the Parties' rights, duties and obligations under this HIPAA and Nondisclosure Agreement are not transferable or assignable by either Party. This HIPAA and Nondisclosure Agreement can only be modified by a written agreement duly signed by the persons authorized to sign agreements on behalf of Covered Entity and IHCFA. This HIPAA and Nondisclosure Agreement is the complete and exclusive statement of the agreement between the parties as to the subject matter hereof and supersedes all communications between the Parties related to the subject matter of this HIPAA and Nondisclosure Agreement. In the event of a breach or threatened breach by a receiving Party of any of the provisions of this HIPAA and Nondisclosure Agreement, the disclosing Party, in addition to any other remedies available to it under law, shall be entitled to an injunction restraining receiving Party from the performance of acts which constitute a breach of this HIPAA and Nondisclosure Agreement. A waiver of a breach or default under this HIPAA and Nondisclosure Agreement shall not be a waiver of any other or subsequent breach or default. The failure or delay in enforcing compliance with any term or condition of this HIPAA and Nondisclosure Agreement shall not constitute a waiver of such term or condition unless such term or condition is expressly waived in writing. If any provision or provisions of this HIPAA and Nondisclosure Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or be impaired thereby. This HIPAA and Nondisclosure Agreement shall be governed and construed in accordance with the laws of the State of Connecticut. The Parties agree to the jurisdiction and venue of the courts located in the State of Connecticut. Each Party represents and warrants to the other that it has full power and authority to enter into and perform this HIPAA and Nondisclosure Agreement. This HIPAA and Nondisclosure Agreement shall be binding upon the Parties hereto and inure to the benefit of the Parties hereto, their respective successors and permitted assigns. This HIPAA and Nondisclosure Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument. Both Parties agree that signature pages may be detached from separate counterparts and attached to separate counterparts so that all signature pages are physically attached to the same document. Transmission by facsimile of an executed counterpart to this HIPAA and Nondisclosure Agreement will be deemed due and sufficient delivery of such counterpart, and a photocopy of an executed counterpart sent by facsimile transmission may be treated by the Parties as a duplicate original.

This Private Trial License Agreement is between iHCFA, LLC (hereinafter iHCFA), including its affiliates, and you, the person or entity authorized on the signature page below or using the iHCFA Electronic Claims Software. This License Agreement sets forth terms and conditions applicable to your use of the Software.

IHCFA IS WILLING TO GRANT ACCESS TO THE IHCFA ELECTRONIC CLAIMS WEB ENVIRONMENT “PRIVATE TRIAL USER EVALUATION” ONLY UPON THE CONDITION THAT YOU, THE LICENSEE, ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AND NONDISCLOSURE AGREEMENT (“AGREEMENT”), BELOW.

PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE CAREFULLY. YOU MAY PRINT THIS LICENSE TEXT FOR YOUR OWN RECORDS.

IMPORTANT: BY ENTERING THIS WEB ENVIRONMENT, LOGGING IN WITH NAME AND PASSWORD, AND/OR RUNNING THE ELECTRONIC CLAIMS CLIENT IN YOUR COMPUTER, YOU, THE LICENSEE, ACCEPT ALL OF THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY ALL OF THESE TERMS.

1.0 DEFINITIONS

“Licensee” means you, the User, who accepts invitation to privately evaluate this Trial version of the Licensed Web Environment in a confidential manner, and agrees to all of the terms set forth in this Private Trial User Evaluation License and Nondisclosure Agreement, by signing this Agreement.

“Licensed Web Environment” shall mean the iHCFA Electronic Claims Web Environment, including the entire JavaScript client browser script and whole Web interface, all textual and graphical elements displayed in hypertext mark-up language (html), the content and structure of data communications, and any related materials in binary form or other machine- or human-readable materials including, but not limited to: server software implementation, client software, data files, any user guides, and any other information or documentation provided to the Licensee by iHCFA under this Agreement.

“Private Trial User Evaluation” refers to the confidential distribution of pre-release Licensed Web Environment to individual users for purposes of testing and evaluation, the results of which shall not be disclosed to any third party. Therefore, "Evaluation" shall mean all suggestions, comments, feedback, ideas, or know-how (whether in oral or written form) provided by Licensee to iHCFA in connection with the Licensed Web Environment in accordance with Licensee Duties (under section 5), all of which is iHCFA’s Confidential Information (under section 7 below).

2.0 RESTRICTED LICENSE TO EVALUATE WEB ENVIRONMENT

2.1 iHCFA grants Licensee a non-exclusive, non-transferable, non-assignable, non-sub licensable, royalty-free and restricted license to use the Licensed Web Environment solely for the purposes of evaluation only as outlined in this Agreement.

2.2 No license is granted to Licensee for any other purpose and Licensee may not sell, rent, loan or otherwise encumber or transfer Licensed Web Environment, in whole or in part, to any third party.

2.3 Licensee acknowledges that nothing in this Agreement gives Licensee the right to use any trademark, trade name, or service mark of IHCFA or any third party from whom IHCFA has acquired license rights.

2.4 The License and other terms and conditions set forth in this Agreement shall apply to any and all versions and components of the Licensed Web Environment furnished by IHCFA to Licensee during the term of this Agreement and all versions and components of the Licensed Web Environment used by Licensee in accordance with this Agreement.

2.5 The Licensee shall use the Licensed Web Environment only for evaluation of the Licensed Web Environment’s applicability, usability, performance & design, and to enable Licensee to fulfill Licensee’s evaluation and reporting obligations under Section 5 below. The Licensed Web Environment shall be used only by Licensee and only subject to the terms and conditions in this Agreement.

3.0 LICENSE RESTRICTIONS

3.1 No right, title, or interest in or to Licensed Web Environment, any trademarks, service marks, or trade names of IHCFA or IHCFA’s licensors is granted under this Agreement.

3.2 The Licensee shall have no right to use the Licensed Web Environment for productive or commercial use, other than for the submission of Electronic Claims to the New York State Insurance Fund while participating in this Trial Period. You acknowledge that Web Environment is being provided for evaluation and testing purposes only and agree to refrain from using Web Environment for any other purpose other than as stated above.

3.3 Licensee agrees that the results of any benchmark or other performance or usability tests run on the Licensed Web Environment (or any portion thereof) may not be disclosed to any third party.

3.4 Licensee may not duplicate Licensed Web Environment other than for a single copy of Licensed Web Environment script components or screen shots for archival purposes of the Private Trial User Evaluation only. Licensee agrees to reproduce any copyright and other proprietary right notices on any such archival copy.

3.5 Except as otherwise provided by law, Licensee may not modify or create derivative works of the Licensed Web Environment, or disassemble or reverse-engineer script or protocols of the Licensed Web Environment, or otherwise attempt to derive the server implementation.

4.0 TITLE, PROPRIETARY RIGHTS, AND DEVELOPMENT

4.1 The Licensee agrees that IHCFA and/or its licensors own all right, title and interest in the Licensed Web Environment and in all patents, trademarks, trade names, inventions, copyrights, know-how and trade secrets relating to the design, manufacture, operation or service of the Licensed Web Environment. All rights not expressly granted are hereby reserved by IHCFA. Unauthorized copying or use of the Licensed Web Environment, or failure to comply with the restrictions provided in this Agreement, will result in automatic termination of this Agreement. Nothing in this Agreement shall change IHCFA’s or any of its licensors’ ownership rights to their respective intellectual property, including but not limited to the Licensed Web Environment.

4.2 The Licensee acknowledges and understands that IHCFA evaluates, designs, develops, and acquires technology, software applications, Web environments, and other products, and for this reason any such technology, software applications, Web environments or products that are independently developed, evaluated, designed or acquired by IHCFA may contain ideas or concepts similar to those that might be developed by the Licensee. Nothing in this Agreement shall prevent IHCFA from licensing, acquiring or independently developing and marketing, directly or indirectly through third parties, products similar to and competitive with Web environments developed by the Licensee. Nothing herein shall be construed to grant you any rights in any such products so developed or acquired, or any rights to the revenues or any portion thereof derived by IHCFA from the use, sale, lease, license or other disposal of any such independently developed products.

4.3 IHCFA is under no obligation to support the Licensed Web Environment in any way, or to provide Licensee with updates, bug fixes, builds, or error corrections (collectively "Web Environment Updates"). If IHCFA at its sole option, supplies Web Environment Updates to Licensee, the Updates will be considered part of Licensed Web Environment, and subject to the terms and conditions of this Agreement.

4.4 IHCFA shall not be obligated to make any version or component of Licensed Web Environment available to Licensee as a final IHCFA product. The Licensed Web Environment is in an early stage of development and subsequent versions of the Licensed Web Environment may change without notice. Licensee acknowledges that it may be required to update Licensed Web Environment in order to continue Private Trial User Evaluation.

4.5 The Licensee acknowledges that IHCFA shall have the right, in its sole discretion and without incurring any liability, to modify the Licensed Web Environment or discontinue its use or distribution at any time and for any reason.

5.0 LICENSEE DUTIES

5.1 The Licensee agrees to evaluate and test the Licensed Web and to report such evaluation to IHCFA. Reports and other such feedback shall be provided to a designated representative of IHCFA, by telephone or voice chat, or in writing, via email, instant message, or any other mechanism established by IHCFA for Private Trial User Evaluation of Licensed Web Environment.

5.2 The Licensee shall supply IHCFA with reports as requested by IHCFA through the Private Trial User Evaluation process and/or Licensed Web Environment. Such reports shall set forth in reasonable detail the tests performed, the results of those tests, any benchmarking achieved, problems or deficiencies encountered in the testing process, suggested solutions to the problems, and recommended action for modification of the Web Environment based on Licensee's test results. The parties agree that any oral or written feedback or results of Licensee's testing of the Licensed Web Environment that Licensee provides to IHCFA is IHCFA's Confidential Information (defined in Section 7 below).

5.3 Notwithstanding any other provision in this Agreement, IHCFA shall have the right to use ideas, information, understandings, and concepts derived from Licensee’s Evaluation of the Licensed Web Environment without restriction and without compensating Licensee therefore, including all suggestions, comments, feedback, ideas, or know-how (whether in oral or written form) provided by Licensee to IHCFA in connection with the Licensed Web Environment.

5.4 The Licensee warrants that the information provided in Licensee’s Evaluation does not infringe any copyright, trade secret, or any other right of any third party, and that Licensee has no knowledge of, and has not been put on notice of, any patent of any third party that may be infringed by information provided in the Evaluation, including any implementation thereof recommended by Licensee.

6.0 TERM AND TERMINATION OF AGREEMENT

6.1 This Agreement will commence on the date on which Licensee enters Licensed Web Environment (the "Effective Date") and will expire six (6) months from the Effective Date, unless sooner terminated as provided herein.

6.2 Either Licensee or IHCFA may terminate this Agreement upon ten (10) days written notice to the other party. However, IHCFA may terminate this Agreement immediately should any aspect of Licensed Web Environment or any related materials become, or in IHCFA's opinion be likely to become, the subject of a patent, trade secret or copyright infringement claim.

6.3 IHCFA may terminate this Agreement immediately should Licensee materially breach any of its provisions or take any action in derogation of IHCFA's rights to Confidential Information licensed to or provided by Licensee.

6.4 Upon termination or expiration of this Agreement, Licensee must cease use of and destroy Licensed Web Environment, any records or copies thereof and any related materials, and provide to IHCFA a written statement certifying that Licensee has complied with the foregoing obligations within thirty (30) days.

6.5 Rights and obligations under this Agreement which by their nature should survive, shall remain in effect after termination or expiration hereof.

7.0 CONFIDENTIAL INFORMATION

7.1 For purposes of this Agreement, "Confidential Information" means: (i) business and technical information and any script or code which IHCFA discloses to Licensee related to Licensed Web Environment; (ii) Licensee's Evaluation and feedback based on Licensed Web Environment; and (iii) the terms, conditions and existence of this Agreement. Licensee may not disclose or use Confidential Information except for the purposes specified in this Agreement.

7.2 The Licensee shall protect against the disclosure of Confidential Information in violation of this Agreement with the same degree of care, but not less than a reasonable degree of care, as the Licensee uses to protect Licensee’s own Confidential Information. The Licensee's obligations regarding Confidential Information will expire no less than five (5) years from the date of receipt of the Confidential Information, except for any IHCFA intellectual property which will be protected in perpetuity. The Licensee agrees that Licensed Web Environment contains IHCFA trade secrets. Confidential Information disclosed by IHCFA under this Agreement shall only be used by the Licensee in furtherance of this Agreement or performance of Licensee’s obligations hereunder.

7.3 Notwithstanding any provisions contained in this Agreement concerning nondisclosure and non-use of the Confidential Information, the nondisclosure obligations of Section 7.1 will not apply to any portion of Confidential Information that a Licensee can demonstrate in writing is: (i) now, or hereafter through no act or failure to act on the part of Licensee becomes, generally known to the public; (ii) known to Licensee at the time of receiving the Confidential Information without any obligation of confidentiality; (iii) hereafter rightfully furnished to Licensee by a third party without restriction on disclosure; or (iv) independently developed by Licensee without any use of the Confidential Information.

7.4 Confidential Information shall not be disclosed to any third parties without the written consent of IHCFA. You agree to promptly notify IHCFA in writing of any known misuse, misappropriation, or unauthorized disclosure of Confidential Information.

7.5 The Licensee acknowledges that disclosure of Confidential Information in breach of this Agreement would cause IHCFA immediate, substantial, and irreparable harm, the monetary value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity or otherwise, IHCFA shall be entitled to seek injunctive relief against any breach or threatened breach of the restrictions set forth in this Section.

8.0 DISCLAIMER OF WARRANTY

8.1 LICENSED WEB ENVIRONMENT IS PROVIDED “AS IS.” ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.

8.2 IHCFA does not warrant that the operation of the Licensed Web Environment will be uninterrupted or error-free. The Licensee acknowledges that the Licensed Web Environment is a preliminary release only and it is possible that the Licensed Web Environment will undergo significant changes prior to release of a generally available final version.

9.0 LIMITATION OF LIABILITY

9.1 IN NO EVENT SHALL IHCFA BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING ANY OR ALL GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR USE OF THE LICENSED WEB ENVIRONMENT OR CONFIDENTIAL INFORMATION, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT IHCFA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

9.2 Notwithstanding the foregoing, any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of IHCFA and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the greater of the amount, if any, actually paid by you for the Licensed Web Environment or U.S. five dollars ($5.00). The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

9.3 Licensee acknowledges that the Licensed Web Environment and all related materials are experimental and that Licensed Web Environment and these materials may have defects or deficiencies, which cannot or will not be corrected by IHCFA. Licensee will hold IHCFA harmless from any claims based on Licensee's use of the Licensed Web Environment for any purposes, and from any claims that later versions or releases of any Licensed Web Environment furnished to Licensee are incompatible with the Licensed Web Environment provided to Licensee under this Agreement.

9.4 Licensee shall have the sole responsibility to adequately protect and backup Licensee's data or equipment used in connection with the Licensed Web Environment. Licensee shall not claim against IHCFA for lost data, inaccurate output, work delays or lost profits resulting from Licensee's use of the Licensed Web Environment.

9.5 Neither party will be liable for any indirect, punitive, special, incidental or consequential damage in connection with or arising out of this Agreement, including loss of business, revenue, profits, use, data or other economic advantage, however it arises, whether for breach or in tort, even if that party has been previously advised of the possibility of such damage.

10.0 U.S. GOVERNMENT RESTRICTED RIGHTS

If this Licensed Web Environment is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government's rights in the Web Environment and accompanying documentation shall be only as set forth in this license; this is in accordance with 48 C.F.R.227.7202-4 (for Department of Defense (DOD) acquisitions) and with 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions).

11.0 GENERAL TERMS AND INDEMNITY

11.1 Any action relating to or arising out of this Agreement shall be governed by New Jersey law and controlling U.S. Federal law. The U.N. Convention for the International Sale of Goods and the choice of law rules of any jurisdiction shall not apply.

11.2 It is understood and agreed that, notwithstanding any other provision of this Agreement, Licensee's breach of the provisions of Section 7 of this Agreement will cause IHCFA irreparable damage for which recovery of money damages would be inadequate, and that IHCFA will therefore be entitled to seek timely injunctive relief to protect IHCFA's rights under this Agreement in addition to any and all remedies available at law.

11.3 Neither party may assign or otherwise transfer any of its rights or obligations under this Agreement, without the prior written consent of the other party, except that IHCFA may assign this Agreement to any other company.

11.4 Licensed Web Environment and technical data delivered under this Agreement are subject to U.S. export control jurisdiction and may be subject to export or import regulations in other countries. The Licensee agrees to comply strictly with all such applicable international and national laws and regulations, including the U.S. Export Administration Regulations, as well as end-user, end use, and destinations restrictions issued by the U.S. and other governments, and acknowledge that you have the responsibility to obtain such licenses to export, re-export or import as may be required.

11.5 If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. In the event that it is determined by a court of competent jurisdiction as a part of a final non-appeal able judgment that any provision of this Agreement (or part thereof) is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of the Agreement will remain in full force and effect and the parties will be bound by obligations which approximate, as closely as possible, the effect of the provision found invalid or unenforceable, without being themselves invalid or unenforceable. The waiver of any breach or default shall not constitute a waiver of any other right in this Agreement or any subsequent breach or default. No waiver shall be effective unless in writing and signed by an authorized representative of the party to be bound. Failure to pursue, or delay in pursuing, any remedy for a breach shall not constitute a waiver of such breach.

11.6 The Licensee agrees that you shall indemnify, defend, and hold harmless IHCFA, and its respective officers, directors, employees, agents, successors, and assigns, from any damage, allegation, cost, loss, liability, or expense (including court costs and reasonable fees for attorneys or other professionals) arising out of or resulting from or in connection with any breach or claimed breach of the terms of this Agreement or warranties provided herein.

11.7 This Agreement is the parties' entire agreement relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, conditions, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification to this Agreement will be binding, unless in writing and signed by an authorized representative of each party. The parties hereto have executed this Agreement as of the the date the licensee indicates acknowledgement via registration of a user account on the iHCFA web site.