95-149 Ordinance - Laserfiche WebLink

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SECTION 6- CONFIDENTIALITY OF RECORDS AND PROPRIETARY SYSTEMS. PROCEDURES, AND MATERIALS. VaHey agrees that neither it nor its employees wiil, at any time dunng or after the termination of this Agreement, intentionaily disclose or make use of any confidential information pertaining to Customer which is acquired by Valley hereunder except in the fulfiliment of its obligations, the exercise of its rights hereunder, with the consent of Customer, or as required by applicable law. Where legally required, Customer agrees to promptly fumish appropriate disGosure consent forms from all patients of customer, which forms shafl meet all legal requirements for consent to disclosure of such information as is necessary and customary for the Services provided hereunder. During the term of this Agreement and at all time after its termination, Customer agrees not to utilize or disclose to any third- party any system, procedure or materials of or pertaining to Valley. Further, Customer acknowledges that such systems, procedure or materials employed by Valley to render the Services are sole property of Valley and regarded by Valley as confidential trade secrets. SECTION 7- LIMITATION OF LIABILITY FOR BILLING SERVICES. Valley shall be responsible only for ads and omissions of its employees relative to the Services performed hereunder and shall be liable therefore only to the extent Valley is liable for such acts and omissions under common law, subject limitations described below. Customer acknowledges that Valley shall not be liable or responsible for any loss, injury or cost experienced by customer which is not the direct result of acts or omissions of employees of Valley. Specifically, and without limitation, Valley shall not be liable or responsible for any loss, injury or cost experienced by customer resulting from including late, inaccurate or incomplete billing information supplied to Valley or acts or occurrences beyond Valley's control. Valley does not warrant that there will be no interruption of Services to customer or loss of customer information, but Valley shall endeavor to restore Services as soon as possible, recover all information and render Services to the best of its ability as promptly as possible. Valley warrants that Customer will receive timely reports, as qualified herein, but makes no other representations or warranties as to the results of its Services. CUSTOMER'S REMEDIES FOR lMPROPER, INADEQUATE OR DEFECTIVE SERV?CE BY VALLEY OR FAILURE TO PROVIDE SERVICES BY VALLEY, SHALL BE LIMITED TO THE TERMINATION OF THIS AGREEMENT AS PROVJDED !N SECTION 5 ABOVE OR REFUND OF THE SERVICE FEES PAID IN RELATION TO SUCH IMPROPER, INADEQUATE, DEFECTIVE OR NONEXISTENT SERVICE, IF ANY, AND CUSTOMER EXPRESSLY AGREES THAT VALLEY SHALL IN NO EVENT BE LIABLE FOR SPECIAL, INCIDENTAL CONSEQUENTIAL, PUNITIVE OR ANY OTHER INDIRECT DAMAGES SUFFERED BY CUSTOMER DUE TO ANY SUCH ACTION OR OMISSION OF VALLEY OR ITS EMPLOYEES OR AGENTS, INCLUDING, WlTHOUT LIMITAT/ON, LOSS OF INCOME, PROFIT, USE OR BUSINESS. SECTION 8- NOTICE. All notices under this Agreement shall be in writing and shall be deemed to have been properly given if and when personally delivered or sent postage prepaid by certified or registered mail (return receipt requested) to: Customer: Attention: Valfey: Valley Physicians Services, Inc. Attention: President 1400 Schaaf Road Cleveland, Ohio 44131 or to such other address as party may designate by written notice (in compliance herewith) to the other party. 3