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0(_ F4 /�Ll�l7 <br />SOFTWARE SUBSCRIPTION AND SERVICES AGREEMENT <br />(Single Entity) <br />This Software Subscription and Services Agreement (this "Agreement") is made and <br />entered into as of the 22nd day of June 2018 (the "Effective Date") by and between Azara <br />Healthcare, LLC, a Delaware limited liability company ("Azara"), and Jefferson County Public <br />Health, a healthcare organization ("Subscriber"), wherein Azara and Subscriber are individually <br />referred to as a "Party" or collectively as the "Parties." <br />Terms used herein as defined terms and not otherwise defined when first used shall have <br />the meanings ascribed to them in Section 14 below or in the relevant Appendix. <br />WHEREAS, Azara owns or has the right to use certain intellectual property known as <br />the AZARA DRVS (Data Reporting and Visualization Solution), a reporting and analytics <br />solution (as defined below and described in more detail in Appendix A hereto, and collectively, <br />the "Software"); <br />WHEREAS, Subscriber desires to use the Software and receive the Subscriber Support <br />Services and the Professional Services provided by Azara in relation to Subscriber's use of the <br />Software; <br />WHEREAS, Subscriber has entered into a training and technical assistance program with <br />Upstream, wherein Subscriber will provide data, including Protected Health Information <br />("PHI"), as that term is defined under HIPAA, directly to Azara, which will thereafter be <br />measured and released to Upstream in aggregate and/or de -identified form, as authorized by <br />Subscriber, to be used by Upstream to inform Subscriber's quality improvement efforts and track <br />its progress toward certain goals; and <br />WHEREAS, Upstream has agreed to provide Subscriber with access to Software by <br />paying all fees and charges for Subscriber's use of Software and Professional Services related to <br />said use. <br />NOW, THEREFORE, the Parties agree as follows: <br />1) SUBSCRIPTION TERMS <br />(a) Subscription Grant. Subject to the terms and conditions of this Agreement, <br />Azara grants to Subscriber a non-exclusive, non -transferable subscription to access and use the <br />Software, including the right to download, copy and use the Documentation provided with the <br />Software. Subscriber may select those individual users to whom it shall grant access to <br />Subscriber's account. Such persons may include any or all of Subscriber's employees or <br />contractors, provided that (i) users may use the Software solely for the benefit of Subscriber's <br />conduct of its own business and (ii) such user's access must be consistent with the obligations of <br />this Agreement and Subscriber's confidentiality obligations under HIPAA. <br />68458640_2 <br />