{"id":42160,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/community-partner-program-agreement.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"community-partner-program-agreement","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/community-partner-program-agreement.html","title":{"rendered":"Community Partner Program Agreement"},"content":{"rendered":"<pre>\n                           EMPOWER HEALTH CORPORATION\n\n                       COMMUNITY PARTNER PROGRAM AGREEMENT\n\n\n         This Community Partner Program Agreement (the \"Agreement\") is made and\nentered into as of _________________________, 1999 (the \"Effective Date\") by and\nbetween Empower Health Corporation (\"EHC\"), a Texas corporation with offices at\n8920 Business Park Drive, Austin, Texas 78759, and [FULL HOSPITAL NAME], a\n[STATE] corporation (\"Customer\") with its principal place of business located at\n_____________________________.\n\n                                    RECITALS\n\n         WHEREAS, EHC develops, markets and maintains an integrated suite of\nInternet enabled, consumer oriented software applications and services,\nincluding but not limited to, Dr. Koop's Personal Medical Record System, Dr.\nKoop's Community, electronic commerce and electronic data interchange services,\nand advertising and promotional services on the Internet at the web site\nhttp:\/\/drkoop.com (collectively, the \"EHC Web Site\");\n\n         WHEREAS, EHC offers a service to healthcare providers which enables\nsuch healthcare providers to associate themselves with the EHC Web Site through:\n(a) a series of co-branded pages located at a URL unique to the healthcare\nprovider, which web pages are customized for the healthcare provider, and (b)\nthe right to link from such co-branded pages to the EHC Web Site. Such\nco-branded healthcare provider sites are referred to as Partner Communities\n(individually, a \"Partner Community\"); and\n\n         WHEREAS, Customer is a healthcare provider who desires to establish a\nPartner Community bearing its name (the \"[HOSPITAL NAME] Partner Community\") for\nuse by Customer and Customer's member physicians, providers and plan members\n(\"Customer's Subscribers\"); and EHC is willing to develop for Customer the\n[HOSPITAL NAME] Partner Community and to grant to Customer the right for\nCustomer's Subscribers to access the EHC Web Site through the [HOSPITAL NAME]\nPartner Community, in accordance with the terms and conditions this Agreement.\n\n                                   AGREEMENT\n\n         NOW, THEREFORE, in consideration of the obligations set forth below,\nand for other good and valuable consideration, the receipt and sufficiency of\nwhich are hereby acknowledged, the parties hereto agree as follows:\n\n                                  ARTICLE 1.\n                                 EHC SERVICES\n\n         1.1.  EHC SERVER. EHC will design, create, and host for Customer, for\nthe fees set forth in Article 6, the [HOSPITAL NAME] Partner Community which\nincorporates Customer's Content (as defined below) and which has the features\nand functions as set forth on Exhibit A attached hereto. The [HOSPITAL NAME]\n                              ---------\nPartner Community shall consist of up to ten (10) \n\n \nHTML pages. While Customer and EHC shall collaborate on the \"look and feel\" of\nthe [HOSPITAL NAME] Partner Community, the [HOSPITAL NAME] Partner Community\nwill be designed to have substantially the same \"look and feel\" as the EHC Web\nSite. During the term of this Agreement, EHC shall host such Partner Community\non a server or servers owned by EHC (the \"EHC Server\").\n\n               (a)  EHC shall use commercially reasonable efforts to ensure\nthat the [HOSPITAL NAME] Partner Community is accessible at all times; provided,\nhowever, that EHC shall not be responsible for downtime or other problems caused\nby any public network, including the Internet or communications carrier; and\n\n               (b)  Customer hereby acknowledges and agrees that access by\nCustomer and Customer's Subscribers to the [HOSPITAL NAME] Partner Community and\nthe EHC Web Site are subject to the terms and conditions of EHC's standard terms\nand conditions of use, as set forth on Exhibit B attached hereto (\"Standard\n                                       ---------\nTerms\"). EHC may from time to time change its Standards Terms by providing\nwritten notice to Customer and by posting such updated Standard Terms to the\n[HOSPITAL NAME] Partner Community and EHC Web Site.\n\n         1.2.  CUSTOMER CONTENT. Customer shall provide to EHC within ten (10)\ndays from the Effective Date the content for the HTML pages (the \"Customer\nContent\") in a suitable electronic format to be incorporated into the [HOSPITAL\nNAME] Partner Community. EHC reserves the right to reject any Customer Content\nwhich EHC determines in its sole discretion is unsuitable for inclusion in the\n[HOSPITAL NAME] Partner Community.\n\n         1.3.  HTML PAGES APPROVAL PROCESS. Within twenty (20) days from EHC's\nreceipt of the Customer Content, EHC will design and make available to Customer\nthe [HOSPITAL NAME] Partner Community for Customer's review either by providing\na copy to Customer or by providing non-public (i.e., password protected) access\nvia the Internet or other means of remote access to the [HOSPITAL NAME] Partner\nCommunity. Customer shall either accept (which acceptance shall not be\nunreasonably withheld) the [HOSPITAL NAME] Partner Community or shall provide\nwritten notice to EHC within five (5) business days describing in reasonable\ndetail any problems or deficiencies noted by Customer in the [HOSPITAL NAME]\nPartner Community. If Customer does provides such written notice of deficiencies\nwithin the five (5) business day period, EHC shall correct such deficiencies and\nshall thereafter again submit the [HOSPITAL NAME] Partner Community to Customer\nfor acceptance as provided above. If EHC does not receive any notice of\ndeficiencies within the notice period, Customer shall be deemed to have given\nconstructive approval of the [HOSPITAL NAME] Partner Community. Upon Customer's\nacceptance of the [HOSPITAL NAME] Partner Community, such Partner Community\nshall be made publicly available. Thereafter, Customer may update the content on\na monthly basis by providing to EHC updated Customer Content and EHC shall\nupdate the content of such HTML pages within ten (10) days after receipt of such\nupdated Customer Content.\n\n         1.4.  OTHER SERVICES. EHC shall also provide to Customer, upon request,\nthe services described on the attached Exhibit C at the prices set forth on\n                                       ---------\nExhibit C.\n---------\n\n \n         1.5.  PROJECT MANAGER. Customer shall designate a project manager with\nthe responsibility and authority to carry out Customer's obligations under this\nAgreement and who will be available to EHC as reasonably required.\n\n                                  ARTICLE 2.\n                   TRADEMARKS AND OTHER PROPRIETARY MATTERS.\n\n         2.1.  TRADEMARK LICENSE. Subject to the terms and conditions of this\nAgreement, EHC hereby grants to Customer a limited license to use the EHC\ntrademarks as set forth on Exhibit D (the \"EHC Marks\") solely for purposes of\n                           ---------\nusing, marketing and promoting the [HOSPITAL NAME] Partner Community during the\nTerm (as defined below), provided that Customer shall, in each instance, obtain\nEHC's written approval for use of the EHC Marks in any such collateral\nmaterials, which consent shall not be unreasonably withheld.\n\n         2.2.  RESERVATION OF RIGHTS. Customer acknowledges and agrees that (i)\nthe EHC Marks are and shall remain the sole property of EHC; (ii) nothing in\nthis Agreement shall convey to Customer any right of ownership in the EHC Marks;\n(iii) Customer shall not now or in the future contest the validity of the EHC\nMarks; and (iv) Customer shall not in any manner take any action that would\nimpair the value of, or goodwill associated with, such marks. Customer\nacknowledges and agrees that all use of EHC Marks by Customer shall inure to the\nbenefit of EHC.\n\n         2.3.  QUALITY STANDARDS AND MAINTENANCE. The parties acknowledge and\nagree that it is necessary for EHC to maintain uniform standards governing all\nfacets of the EHC Web Site in order to provide users worldwide with high quality\nand consistent levels of service, and to protect the reputation and goodwill\nassociated with the EHC Web Site. Accordingly, Customer agrees that the quality\nof goods and services offered under the [HOSPITAL NAME] Partner Community shall\nbe at least as high as the quality of the goods and services offered by EHC with\nrespect to the EHC Web Site. Customer agrees to comply with such specific\nstandards for use of the EHC Marks as EHC may, in its discretion, establish and\nmodify from time to time.\n\n         2.4.  USE OF NAME AND LIKENESS. Customer shall not have any right to\nuse the name and\/or likeness of Dr. C. Everett Koop or to make any statements,\nwhether written or oral, which state or otherwise imply, directly or indirectly,\nany endorsement from or affiliation with Dr. Koop in any manner whatsoever\nwithout the prior written consent of EHC, which consent may be withheld in EHC's\nsole discretion.\n\n                                  ARTICLE 3.\n                               OWNERSHIP OF DATA\n\n         3.1.  EHC requests its users, including Customer's Subscribers\n(collectively \"Individual Users\"), to provide personal information when they\nsign up for certain services including requesting information on a specific\ndisease, chat rooms and forums (\"User Data\"). Such User Data is owned by each\nIndividual User and EHC does not use or disclose any such User Data without the\nconsent of the Individual User.\n\n \n         3.2.  EHC shall provide to Customer any and all User Data for which the\nIndividual User has specifically authorized release to Customer. In the event\nthat an Individual User grants rights to Customer for use of his User Data,\nCustomer shall use its best efforts to keep User Data confidential and shall\nonly use such data in an ethical manner. Customer may use User Data for its owns\npurposes, but User Data may not be disclosed, sold, assigned, leased or\notherwise disposed of to third parties by Customer.\n\n         3.3.  The User Data shall be EHC Confidential Information under Article\n7 and shall in addition be subject to the terms of this Article 3. Customer\nshall afford the User Data the same level of protection as it affords its own\npatient data. Customer shall be liable for the conduct of its employees, agents\nand representatives who in any way breach this Amendment. Customer's obligations\nto treat the User Data as Confidential Information under Article 7 and this\nArticle 3 shall continue in perpetuity following termination of this Amendment.\n\n                                  ARTICLE 4.\n                  REPRESENTATIONS AND WARRANTIES; LIMITATIONS\n\n         4.1.  EHC WARRANTY. EHC represents and warrants for the benefit of\nCustomer that the EHC Web Site and other content provided by EHC (the\n\"Information\") does not and will not infringe any copyright of any third party\nand does not and will not constitute a defamation or invasion of the rights of\nprivacy or publicity of any kind of any third party.\n\n         4.2.  CUSTOMER WARRANTY. Customer represents and warrants for the\nbenefit of EHC that (i) the Customer Content shall not infringe any copyright of\nany third party and does not and will not constitute a defamation or invasion of\nthe rights of privacy or publicity of any kind of any third party; (ii) Customer\nand Customer's Subscribers use of the [HOSPITAL NAME] Partner Community and EHC\nWeb Site shall be in accordance with the Standard Terms; and (iii) that it is\nnot an entity or an affiliate of any entity which engages in the manufacture or\nwholesale distribution of tobacco or tobacco products (such activities are\ncollectively referred to as \"Tobacco Industry Affiliation\"). Customer hereby\nacknowledges that neither EHC nor its suppliers directly or indirectly practice\nmedicine or dispense medical services as part of EHC Web Site.\n\n         4.3.  INDEMNIFICATION BY EHC. EHC agrees to indemnify and hold harmless\nCustomer, its officers, directors, employees and agents from and against any\nclaims, demands, causes of action and judgments (including reasonable attorneys'\nfees and court costs) (collectively, \"Customer Claims\") by any third party\narising out of any breach or alleged breach of any of EHC's representations and\nwarranties contained in Section 4.1, provided that Customer gives EHC prompt\nwritten notice of the assertion of any such Customer Claim. EHC shall have the\noption to undertake and control the defense and settlement of any such Customer\nClaim; provided, however, that Customer may participate in any such proceeding\nat its own expense with counsel of its own choosing.\n\n         4.4.  INDEMNIFICATION BY CUSTOMER. Customer agrees to indemnify and\nhold harmless EHC, its officers, directors, employees and agents from and\nagainst any claims, demands, causes of action and judgments (including\nreasonable attorneys' fees and court costs) \n\n \n(collectively, \"EHC Claims\") by any third party arising out of: (i) any breach\nor alleged breach of any of Customer's representations and warranties contained\nin this Agreement; (ii) Customer Content and\/or Customer's participation in the\nEHC Web Site through its sponsorship of, without limitation, chat rooms, forums\nand healthcare topics; and (iii) any representation or warranties made by\nCustomer to a third party with respect to the [HOSPITAL NAME] Partner Community\nor EHC Web Site which representation or warranty by Customer is inconsistent\nwith the terms and conditions of this Agreement or the Standard Terms, provided\nthat EHC gives Customer prompt written notice of the assertion of any such EHC\nClaim. Customer shall have the option to undertake and control the defense and\nsettlement of any such EHC Claim; provided, however, that (i) EHC may\nparticipate in any such proceeding at its own expense with counsel of its own\nchoosing, and (ii) Customer shall not settle any such EHC Claim in a manner that\nadversely affects EHC unless EHC agrees to such settlement in writing.\n\n                                  ARTICLE 5.\n                            LIMITATION OF LIABILITY\n\n         5.1.  WARRANTY. THIS AGREEMENT IS AN AGREEMENT FOR SERVICES.\nNOTWITHSTANDING THE FOREGOING AND EXCEPT AS SET FORTH IN SECTION 4.1, EHC\nSPECIFICALLY DISCLAIMS ALL WARRANTIES WITH REGARD TO THE [HOSPITAL NAME] PARTNER\nCOMMUNITY, EHC WEB SITE, INFORMATION AND SERVICES PROVIDED HEREUNDER, EXPRESS OR\nIMPLIED, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY,\nNONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. IN PARTICULAR, AND NOT BY\nWAY OF LIMITATION, EHC DOES NOT WARRANT THAT THE [HOSPITAL NAME] PARTNER\nCOMMUNITY OR THE EHC WEB SITE WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION OR\nTHAT ANY FILES AVAILABLE FOR DOWNLOAD FROM THE EHC WEB SITE WILL BE FREE OF\nINFECTION BY VIRUSES, WORMS OR OTHER UNAUTHORIZED CODE. As used herein,\n\"Unauthorized Code\" shall mean harmful program or data incorporated into files\nwhich destroys, erases, damages or otherwise disrupts the normal operation of\nthe user's computer systems or allows for unauthorized access to the user's\ncomputer systems.\n\n         5.2.  DAMAGES. IN NO EVENT SHALL EHC BE LIABLE TO CUSTOMER FOR ANY\nINDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING,\nBUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OR OTHER\nLOSS ARISING OUT OR RESULTING FROM THIS AGREEMENT EVEN IF EHC HAS BEEN ADVISED\nOF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS OF THE\nNEGLIGENCE OR OTHER FAULT OF EHC AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS\nIN CONTRACT, NEGLIGENCE, TORT OR ANY OTHER THEORY OF LIABILITY. Notwithstanding\nthe foregoing and except as set forth in Section 4.3, in no event shall EHC's\nliability arising out of this Agreement exceed the total amount of fees actually\npaid by Customer to EHC during the immediately proceeding six (6) month period.\n\n \n                                  ARTICLE 6.\n                                    PAYMENT\n\n            [DELETE WHICH EVERY PAYMENT CLAUSE THAT DOES NOT APPLY]\n\n         6.1.  FEES. In consideration of the license granted in Article 2, and\nfor the Services, Customer shall pay EHC the fee of $[AMOUNT] (the \"Fees\") as\nfollows. Such Fees shall be paid in twelve (12) consecutive monthly installments\nof $[AMOUNT] with the first payment due and payable on the Effective Date.\n\n         FEES. In consideration of the license granted in Article 2, and for the\nServices, Customer shall pay EHC the fee of $[AMOUNT] (the \"Fees\") on execution\nof this Agreement.\n\n         6.2.  INTEREST AND COLLECTION COSTS. Any payment not received within\nthirty days of the due date as set forth on an invoice should be considered\ndelinquent. Interest shall accrue on delinquent payments at the rate of one and\none-half percent (1.5%) per month or the highest rate permitted by applicable\nlaw, whichever is less.\n\n         6.3.  TAXES. The Fees do not include local, state or federal sales,\nuse, excise, personal property or similar taxes or levies. Any and all such\ntaxes or levies, however designated, paid by EHC (other than taxes based on net\nincome of EHC) attributable to this Agreement shall be paid by Customer upon\ninvoice to Customer.\n\n\n                                  ARTICLE 7.\n                                CONFIDENTIALITY\n\n         7.1.  CONFIDENTIALLY OBLIGATIONS. Either party (the \"Disclosing Party\")\nmay from time to time disclose Confidential Information to the other party (the\n\"Recipient\"). \"Confidential Information\" is all nonpublic information concerning\nthe business, technology, internal structure and strategies of the Disclosing\nParty which is conveyed to the Recipient orally or in tangible form and is\neither marked as \"confidential\" or which is identified as \"confidential\" prior\nto disclosure. The parties acknowledge and agree that all User Data, and any\nportions thereof, is deemed Confidential Information regardless of whether it is\nidentified as confidential. During the term of this Agreement and for a period\nof two (2) years thereafter, Recipient will keep in confidence and trust and\nwill not disclose or disseminate, or permit any employee, agent or other person\nworking under Recipient's direction to disclose or disseminate, the existence,\nsource, content or substance of any Confidential Information to any other\nperson. Recipient will employ at least the same methods and degree of care, but\nno less than a reasonable degree of care, to prevent disclosure of the\nConfidential Information as Recipient employs with respect to its own\nconfidential patent data, trade secrets and proprietary information. Recipient's\nemployees and independent contractors will be given access to the Confidential\nInformation only on a need-to-know basis, and only if they have executed a form\nof non-disclosure agreement with Recipient which imposes a duty to maintain the\nconfidentiality of information identified or described as confidential by\nRecipient and after Recipient has expressly informed them of the confidential\nnature of the Confidential Information. Recipient will not copy or load any of\nthe Confidential \n\n \nInformation onto any computing device or store the Confidential Information\nelectronically except in circumstances in which Recipient has taken all\nnecessary precautions to prevent access to the information stored on such device\nor electronic storage facility by anyone other than the persons entitled to\nreceive the Confidential Information hereunder.\n\n         7.2.  PERMITTED DISCLOSURES. The commitments in this Section 7 will not\nimpose any obligations on Recipient with respect to any portion of the received\ninformation which: (i) is now generally known or available or which, hereafter\nthrough no act or failure to act on the part of Recipient, becomes generally\nknown or available; (ii) is rightfully known to Recipient at the time of\nreceiving such information; (iii) is furnished to Recipient by a third party\nwithout restriction on disclosure and without Recipient having actual notice or\nreason to know that the third party lacks authority to so furnish the\ninformation; (iv) is independently developed by Recipient; or (v) is required to\nbe disclosed by operation of law or by an instrumentality of the government,\nincluding but not limited to any court, tribunal or administrative agency.\n\n        7.3.   USER DATA. User Data is subject to additional obligations of\nconfidentiality as described in Article 3 above.\n\n                                  ARTICLE 8.\n                             TERM AND TERMINATION\n\n         8.1.  TERM. The term of this Agreement shall commence upon the\nEffective Date and shall continue for one year (the \"Term\"). Thereafter, this\nAgreement shall may be renew for successive terms of one year by mutual\nagreement of the parties.\n\n         8.2.  TOBACCO AFFILIATION. Upon commencing any activities relating to\nTobacco Industry Affiliation, Customer shall promptly notify EHC of its intent\nto undertake Tobacco Industry Affiliation. Upon receipt of such notice or upon\nlearning of any such Tobacco Industry Affiliation from a third party, EHC shall\nhave the right to immediately terminate this Agreement without liability of any\nkind.\n\n         8.3.  TERMINATION FOR BREACH. If either party is in default of any\nmaterial provision of this Agreement and such default is not corrected within\nthirty (30) days of receipt of written notice, the other party shall have the\nright to terminate this Agreement.\n\n         8.4.  TERMINATION FOR INSOLVENCY. Either party shall also have the\nright to terminate this Agreement by writing immediately if the other party (i)\nvoluntarily or involuntarily becomes the subject of a petition in bankruptcy or\nof any proceeding relating to insolvency, receivership, liquidation, or\ncomposition for the benefit of creditors; or (ii) admits in writing its\ninability to pay its debts as they become due.\n\n         8.5.  SURVIVAL. The rights and obligations under Articles 3, 4, and 7\nand Sections 5.2 and 9.3 shall survive after the expiration or earlier\ntermination of this Agreement.\n\n \n                                   ARTICLE 9.\n                            MISCELLANEOUS PROVISIONS\n\n         9.1.  ENTIRE AGREEMENT. This Agreement constitutes the entire\nunderstanding and agreement between the parties, and supersedes all previous\nagreements (whether written or oral) concerning the subject matter hereof. This\nAgreement may not be amended or supplemented except by a written document\nexecuted by the parties to this Agreement.\n\n         9.2.  ASSIGNMENT. Customer may not assign this Agreement nor any\ninterest in this Agreement without the prior written consent of EHC.\n\n         9.3.  ARBITRATION. Any and all disputes, controversies and claims\narising out of or relating to this Agreement or concerning the respective rights\nor obligations of the parties hereto shall be settled and determined by\narbitration in Austin, Texas before a panel of one (1) arbitrator pursuant to\nthe Commercial Rules then in effect of the American Arbitration Association.\nEach party shall have no longer than 3 days to present its position. Judgment\nupon the award rendered may be entered in any court having jurisdiction or\napplication may be made to such court for a judicial acceptance of the award and\nan order of enforcement. The parties agree that the arbitrators shall have the\npower to award damages, injunctive relief and reasonable attorneys' fees and\nexpenses to any party in such arbitration.\n\n         9.4.  GOVERNING LAW. This Agreement shall be construed and enforced in\naccordance with the laws of the State of Texas, but without giving effect to its\nlaws or rules relating to conflicts of laws.\n\n         9.5.  PUBLICITY. Except as may be required by applicable laws and\nregulations or a court of competent jurisdiction, or as required to meet credit\nand financing arrangements, or as required or appropriate in the reasonable\njudgment of either party to satisfy the disclosure requirements of an applicable\nsecurities law or regulation or any applicable accounting standard, neither\nparty shall make any public release respecting this Agreement and the terms\nhereof without the prior consent of the other party.\n\n         9.6.  NOTICE. All notices, statements, and reports required or\npermitted by this Agreement shall be in writing and deemed to have been\neffectively given and received five (5) days after the date of dispatch by\ncertified or registered mail, postage prepaid, to the party to whom any such\nnotice, statement, or report is to be given, addressed as follows:\n\n \n         For EHC:                                    For Customer:\n\n              Empower Health Corporation                   ___________________\n              Personal Medical Records, Inc.               ___________________\n              8920 Business Park Drive                     ___________________\n              Austin, TX 78759                             ___________________\n\n              Attn: Chief Financial Officer\n\nEither party may change its address for the purpose of this paragraph by notice\ngiven pursuant to this paragraph.\n\n         9.7.  FORCE MAJEURE. Neither party hereto shall be in default hereunder\nby reason of its delay in the performance or failure to perform any of its\nobligations hereunder for any event, circumstance, or cause beyond its control\nsuch as, but not limited to, acts of God, strikes, lock-outs, general\ngovernmental orders or restrictions, war, threat of war, hostilities,\nrevolution, riots, epidemics, power shortages, fire, earthquake, or flood. The\nparty affected by any such event shall notify the other party within a maximum\nperiod of fifteen (15) days from its occurrence. The performance of this\nAgreement shall then be suspended for as long as any such event shall prevent\nthe affected party from performing its obligations under this Agreement.\n\n         9.8.  SEVERABILITY. The provisions of this Agreement are severable, and\nin the event any provision hereof is determined to be invalid or unenforceable,\nsuch invalidity or unenforceability shall not in any way affect the validity or\nenforceability of the remaining provisions hereof.\n\n         9.9.  HEADINGS. The headings of the articles and several paragraphs of\nthis Agreement are inserted for convenience of reference only and are not\nintended to be part of or to affect the meaning or interpretation of this\nAgreement.\n\n         9.10. WAIVER. The waiver of a default hereunder by one party may be\neffected only by a written acknowledgment signed by the other party and shall\nnot constitute a waiver of any other default. The failure of either party to\nenforce any right or remedy for any one default shall be deemed a waiver of said\nright or remedy if the party persists in such default or commits any other\ndefault, nor shall such failure in any way affect the validity of this Agreement\nor any part hereof.\n\n         9.11. INDEPENDENT PARTIES. Nothing in this Agreement shall be deemed to\nconstitute, create, give effect to or otherwise recognize a partnership, joint\nventure or formal business entity of any kind; and the rights and obligations of\nthe parties shall be limited to those expressly set forth herein.\n\n \n         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nduly executed as of the Effective Date.\n\nEmpower Health Corporation:            [FULL HOSPITAL NAME]:\n\nSignature:________________________     Signature:_________________________\n\nName:_____________________________     Name:______________________________\n\nTitle:____________________________     Title:_____________________________\n\n \n                                   EXHIBIT A\n\n                           STANDARD OFFERING: $100K\n\nEHC will:\n\n.        Host co-branded web pages at its facilities dedicated to Customer. This\n         will consist of a maximum of 10 distinct web pages.\n\n.        Co-Branding will be effected through banner space on the standard\n         headers and borders that establish the look and feel for the Dr. Koop's\n         Community web pages. These headers and borders will appear on all ten\n         pages of the [HOSPITAL NAME] Partner Community.\n\n.        Provide a web-based toolkit to assist the customer's webmasters in\n         adding links to the customer's primary web site (or the [HOSPITAL NAME]\n         Partner Community) that point into specific areas of the EHC Website as\n         needed by Customer.\n\n.        List the Customer's web site, in its appropriate geographic region, as\n         part of the EHC Web Site regional directory.\n\n.        Provide technical and administrative support for online chat rooms and\n         forums. Moderators and topics are to supplied by Customer.\n\n \n                                   EXHIBIT B\n\n                                STANDARD TERMS\n\n \n                                   EXHIBIT C\n\n                                OTHER SERVICES\n\n\nOPTIONS:\n\nSELF-ASSESSMENT APPLICATION:  $50K, EHC AGREES TO WAIVE THE FIRST YEAR PAYMENT\n\nEHC will provide a web-based medical self-assessment application. This\napplication will, after soliciting answers to important questions, return to the\nuser a medical narrative summarizing the results of the question and answer\nsession.\n\nSECURE MESSAGING: $50K\n\nEHC will provide a secure messaging service for use among all registered users\nin EHC Web Site and the [HOSPITAL NAME] Partner Community. EHC will also provide\na look-up directory service to assist users in finding other users and medical\npersonnel to whom messages may be sent.\n\nDIGITAL CERTIFICATES:  $50K\n\nEHC will provide digital certificates to those users in the [HOSPITAL NAME]\nPartner Community who need an extra level of security and identification. EHC\nwill provide the long-term management of these certificates including\ncertificate re-issuing, certificate revocation, and certificate archiving.\n\n \n                                   EXHIBIT D\n\n                              TRADEMARKS, QUOTES\n\n\n\nTRADEMARKS:\n\n[LOGO]\nA DRKOOP.COM\nCOMMUNITY\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7359],"corporate_contracts_industries":[9438],"corporate_contracts_types":[9613,9620],"class_list":["post-42160","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-drkoopcom-inc","corporate_contracts_industries-health__misc","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42160","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42160"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42160"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42160"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42160"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}