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preceding paragraph, the Employer immediately shall become obligated to pay P&A as liquidated <br />damages an amount equal to seventy-five percent of the fees that would have been due had the <br />Agreement remained in effect for the period (i) commencing on the date next following the date on which <br />the Agreement prematurely was or will become terminated, and (ii) ending on the earliest date as of which <br />the Employer properly could have terminated the Agreement by giving the advance notice prescribed <br />hereunder on the date the Employer first notified P&A in writing of the Employer's intention to terminate <br />the Agreement. For purposes of calculating this liquidated damages amount, the fees due to P&A <br />hereunder for services it provided in the month preceding the month within which P&A first was notified of <br />the premature termination of the Agreement shall be the fees due for each month during the period <br />described in the preceding sentence. <br />6. Confidentiality. All books and records, including the data therein, pertaining to each party <br />which may come into the hands of the other are to be treated as confidential and private records, and the <br />other party shall not disclose information from such records unless it is required by law or authorized by <br />the initial party in writing prior to such disclosure. Both parties reserve the right to control the use of any of <br />their symbols, trademarks, computer programs and service marks currently existing or hereafter <br />established. Both parties agree that they will not use the computer programs work, symbols, trademarks, <br />service marks, or other devices of the other in advertising, promotional material, or otherwise and will not <br />advertise or display such devices without the prior written consent of the other party. In addition, both <br />parties further agree that any such work, symbols, trademarks, service marks, or other devices furnished <br />by one party to the other shall remain the property of the initial party and shall be returned by the other <br />party upon demand of the initial party upon termination of this Agreement. <br />7. HIPAA Compliance. The parties hereto acknowledge that they have entered into a separate <br />Business Associate Agreement of even date herewith, a copy of which is appended hereto as Exhibit 1, <br />and agree that said Business Associate Agreement and all of the obligations and rights of the parties <br />thereunder shall be incorporated herein by reference. <br />8. Binding Effect. This Agreement shall inure to the benefit of and be binding upon :he <br />parties, their legal representatives, contractors, agents, successors and assigns. <br />9. Integration. By their making of this Agreement, the parties hereto hereby acknowledge that <br />this Agreement supersedes any previous understandings between them with respect to all matters <br />contained herein and contains the entire understanding and agreement between them with respect to all <br />matters contained herein and cannot be amended, modified or supplemented except by a subsequent <br />written agreement entered into by both parties. <br />10. Subcontracting. P&A shall not subcontract any portion of this Agreement without the prior <br />written approval of the Employer. <br />4 61 <br />