License Agreement

MedAssets Supply Chain Systems

CONFIDENTIALITY AND LICENSE AGREEMENT

Please print and keep a copy of this agreement. This program and the data contained herein is protected under United States and international intellectual property laws. Your use of this website means that you have agreed to be bound by the terms of the MedAssets Supply Chain Systems (“Group’s”) Participation Agreement as well as the following terms and conditions:

1. Defined Terms. Defined Terms, except as they may be defined herein, shall be as defined in the Group’s Participation Agreement.

2. Grant and Purpose of License. Group hereby grants Member a personal, non-exclusive, non-assignable, and non-transferable license to access and use the Properties and User Information and Group’s online member services, including, but not limited to, its members catalog, its members only executive dashboard, and its clinical pharmacy sites, (all herein expressly made a part of User Information) in order to enable and enhance Member’s usage of Group’s contracts with Vendors in accordance with the terms of the Participation Agreement (the ”Purpose”). Member may not use, download, upload, copy, print, display, reproduce, publish, post, distribute, or transmit any of the Properties or User Information except as necessary to effectuate the Purpose.

3. Term and Termination. This license shall be for the term of, and terminate concurrently, with member’s Participation Agreement. Upon termination of the Participation Agreement Member shall no longer access, nor use the Properties or User Information and Member shall be liable for continued payment of its Participation fees until it has complied with the requirements of Paragraph 6 of the Participation agreement.

4. Disclaimer of Warranties and Limitation on Liability. Member understands and agrees that the Properties, User Information, this website, and the information presented in this website are provided “as is” and with all faults. Group makes no warranties regarding the accuracy of the representations made and the information presented in this website, and expressly disclaims the warranties of title and non-infringement and the implied warranties of merchantability and fitness for use for a particular purpose of the Properties, the information presented in this website, or of the representations or Products made by it or by its Vendors, either express or implied. Group shall in no event be liable for any general, special, incidental, consequential, punitive, or exemplary damages arising under this Agreement, or arising out of the use of this website, the Properties, User Information, or Products by Member, including, without limitation, damages for loss of business profits, business interruption, loss of business information, and the like incurred by Member even if Group has been advised of the possibility of such damages. In no event shall Group’s liability in connection with this website, or arising out of the use of the Properties, User Information or Products by Member exceed the lesser of the total membership dues (if any) paid by the Member to the Group pursuant to the Participation Agreement, or One Thousand Dollars ($1000.00).

5. Information Disclaimer. Group attempts to provide accurate information with regard to various subject matters within this website, but is not obligated to do so. Without limiting the generality of anything herein, Member acknowledges and agrees that certain information within this website is provided to Group by third parties or is developed using information provided to Group by third parties, and as such Group is not responsible for the accuracy or completeness of the information within this website. Nothing contained in Group’s website is intended to replace the independent medical judgment of a health care professional and Group shall not be liable for any damages arising out of reliance on the information contained herein. Group attempts to be accurate in the presentation of Products and pricing information, and in its User Information, but has no duty to Member to do so, and disclaims all liability based upon reliance upon such information. This Section 5 in no way limits or negates the disclaimer of warranties and limitation on liability contained in Section 4.

6. Express Limitation on use of, and Requirement for Non-Disclosure of Properties. Member agrees to limit its use of the Properties for the Purpose. Member agrees that title to, and ownership of, the Properties and User Information remains with Group and/or with their respective manufacturer or author, and that Properties and User Information are, or contain, trade secrets of Group and/or the respective manufacturer or author. Member agrees that it will hold the Properties and User Information in confidence; that Member will not disclose the Properties or User Information to any third parties, and that Member will limit disclosure of the Properties and User Information only to those within its own organization with a need to know. Violation of this section is considered a material breach of this license and the Group’s Participation Agreement and is grounds for Group’s immediate termination of this Agreement. Member’s confidentiality obligations hereunder do not extend to Properties or User Information that (a) Member can establish by competent documentation as known to it without restriction prior to disclosure by Group or through this website; (b) is now or hereafter comes into the public domain through no fault of Member; or (c) is required by operation of law to be disclosed, provided, however, that Group shall be given reasonable opportunity to challenge such legal requirements.

7. Jurisdiction, Venue and Remedies. Group’s remedies shall be as set forth in the Group’s Participation Agreement. Without limitation, they include jurisdiction in the state and federal courts of Missouri, and agreement by Member to submit to such jurisdiction and not to contest venue. Member understands and agrees that Group’s remedies at law for breach of paragraph 6 of this Agreement would be inadequate, and Member agrees that in the event of its breach, Group shall be entitled to appropriate relief, including, but not limited to, injunctive relief, damages and attorney’s fees, which remedies shall be non-exclusive.

8. Entire Agreement. This Agreement, together with the Group’s Participation Agreement is the complete and exclusive agreement between the Group and its Member and supercedes all prior discussions or agreements, whether oral or written between the parties. This Agreement may be modified or supplemented only in a writing signed by an authorized Group representative.

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If you have questions or need assistance, contact the MedAssets Supply Chain Systems Help Desk at 1-800/950-4722 or helpdesk@medassets.com.