S222 & S222.250 & S222.100
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USER GUIDE
Appendix | 81
such non-listed uses.
15.
Compliance with Laws. Gaumard and Customer agree to comply with all federal and state laws that govern the enforceability and
performance of this Agreement.
16.
HIPAA Compliance. As of the Effective date, the Parties are not planning to transfer any personal patient information between them.
However, the Parties understand and agree that this Agreement may become subject to the Health Insurance Portability and Accountability Act of
1996 as amended (“HIPAA”), the privacy and security regulations promulgated thereunder, including 45 C.F.R. 160, 162 and 164, as amended (the
“HIPAA Regulations”), and Title XIII of Division A and Title IV of Division B (the “Health Information Technology for Economic and Clinical Health Act
(“HITECH”), part of the American Recovery and Reinvestment Act of 2009 (Pub. L. 111-5) (“ARRA”). The Parties agree to strictly comply with HIPAA
and to execute any documents that may be required by HIPAA, HITECH, and any other applicable federal or state privacy laws and regulations. The
Parties agree that if they directly or indirectly gain access to Protected Health Information (“PHI”) held by the other Party during any interaction, the
receiving Party will keep the PHI confidential under the terms of this Agreement
17.
State Reporting and Disclosure Laws. Unless otherwise noted in this Agreement, the cost of any Product training provided by Gaumard
sHAL®l be included in the purchase price of the Product where applicable. Customer acknowledges and agrees that state reporting laws may require
Gaumard to disclose certain aspects of this arrangement.
18.
Fraud and Abuse. Gaumard hereby certifies that it is not currently a listed vendor in the: (a) Federal General Services Administration’s “List
of Parties Excluded from Federal Procurement or Nonprocurement Programs” in accordance with Presidential Executive Orders 12549 and 12689
“Debarment and Suspension;” and (b) in the Office of the Inspector General of the Department of Health and Human Services’ “List of Excluded
Individuals/Entities.” Any discounted pricing terms offered under this Agreement may be a “discount or other reduction in price” under the Federal
Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b). Customer sHAL®l take all actions necessary to comply with the Anti-Kickback Statute discount safe
harbor regulations, 42 C.F.R. § 1001.952(h), including but not limited to, (1) maintaining accurate records reflecting the pricing terms of items and
Services purchased under this Agreement, (2) fully and accurately report any discount received under this Agreement if applicable, and (3) make
available information provided to Customer by Gaumard concerning cost reports and other filings with the government, including but not limited to,
the Secretary of the U.S. Department of Health and Human Services or other state agencies.
19.
Bankruptcy. Except as may be prohibited by applicable bankruptcy laws, a Party to this Agreement may elect to terminate this Agreement
(including any Purchase Orders ) if any of the following situations arise: (1) the other Party becomes insolvent or is unable to pay debts as they
become due; (2) a voluntary or involuntary bankruptcy proceeding is instituted by or against a Party hereto; or (3) an appointment of a receiver or
assignee for the benefit of creditors occurs on beHAL®f of a Party hereto.
20.
Waiver and Severability. If either Party fails to perform obligations under this Agreement, such nonperformance sHAL®l not affect the other
Party’s right to enforce performance at any time. Waiver of any remedy or material breach of any subject matter contained in this Agreement sHAL®l
not be viewed as a waiver unless agreed to by the Parties in writing. Each provision of this Agreement is separate and independent of one another,
and the unenforceability of any provision will not affect the enforceability of any other provision. If any provision is held to be excessively broad or
unenforceable, such provision sHAL®l be modified so that it is enforceable to the fullest extent possible by law.
21.
Assignment. Customer sHAL®l not assign this Agreement without the prior written consent of Gaumard, which consent sHAL®l not be
unreasonably withheld or delayed. Subject to the foregoing, the rights and obligations herein will be binding upon the successors and assigns of
Customer.
22.
Notices. Any required notices will be given in writing to Gaumard as set forth in the applicable Gaumard Purchase Order or other purchasing
document.
23.
Governing Law. Upon execution, this Agreement sHAL®l be governed and viewed under the laws of the State of Florida without reference
to its conflict of laws provisions. Customer and Gaumard specifically agree that any action relating to the relationship between the Parties, the
Agreement, or Products provided, purchased or licensed hereunder, sHAL®l be brought and tried in the Courts of Dade County, Florida. Customer
waives all objections to, and consents to the jurisdiction of such Courts.
24.
Miscellaneous. See applicable Gaumard Purchase Order documents, Gaumard Warranty documents, and Gaumard Cares Service Plan
documents for other terms and conditions, which may include, but are not limited to: Term, Termination, Customer Training and Support, and Product
Repairs and Tune Ups.
10.4 END USER LICENSE AGREEMENT
GAUMARD END USER LICENSE AGREEMENT
This End User License Agreement (“EULA”) sets forth the respective rights and responsibilities between the entity named in the Purchase Order
associated with this EULA (“End User”) and Gaumard Scientific Company, Inc., a Florida corporation (“Gaumard”), relative to the Gaumard Software
(as defined below). This EULA is effective as of the date Gaumard accepts and confirms the Purchase Order (the “Effective Date”). BY USING THE
GAUMARD SOFTWARE, END USER IS AGREEING TO BE BOUND BY THE TERMS OF THIS EULA. IF END USER DOES NOT AGREE, END USER MAY
NOT USE THE GAUMARD SOFTWARE.
1. Definitions.
1.1 “Gaumard Documentation” means the Gaumard user and operations manuals, guides, and related materials provided by Gaumard to End User to
facilitate use of the Gaumard Products.
1.2 “Gaumard Equipment” means Gaumard hardware components for medical simulation and training, including manikins and associated
instrumentation, and other hardware and tangible products sold by Gaumard to End User.
