SAMPLE COMCHART LICENSE AGREEMENT THIS COPY OF THE LICENSE MAY NOT BE AN EXACT COPY OF THE ACTUAL COMCHART LICENSE WHICH IS CURRENTLY IN USE. IT IS SUBJECT TO CHANGE WITHOUT NOTICE. THIS AGREEMENT is made this day <<LIC Date of License>> by and between ComChart® Medical Software, LLC, a Massachusetts limited liability company, having its primary place of business at 275 Varnum Avenue, Suite 102, Lowell, Massachusetts 01854 (the "Licensor") and <<LIC Practice name>> having their primary place of business at <<Street>>, <<City>> <<State>>, <<zip>> (the "Licensee"). NOW, THEREFORE, in consideration of the mutual promises set forth herein, Licensee and Licensor hereby agree as follows: 1. Definitions. 1.1 Acceptance. "Acceptance" of Software means completion of the acceptance testing process set forth in Section 3 of this Agreement. 1.2 Agreement. "Agreement" includes this agreement and its Schedules. 1.3 Delivery Date. "Delivery Date" is the date on which Licensee receives the Software. 1.4 Designated Environment. "Designated Environment" means the computer equipment and software operating system described on Schedule A. 1.5 Documentation. "Documentation", means the user, system and installation documentation for the Software, if any. 1.6 Error. "Error" means a material failure of the Software to function in conformity with the Specifications. 1.7 Initial Fee. "Initial Fee" means the License Fees Licensee shall pay as specified in Schedule B. 1.8 License. "License" means the license granted by Licensor to Licensee to use the Software and Documentation in accordance with the terms and conditions of this Agreement. 1.9 Licensed Copies. "Licensed Copies" means the number of copies of the Software and Documentation being licensed to the Licensee as specified in Schedule A. 1.10 Location(s). "Location(s)" means Licensee's offices at the location(s) specified in Schedule A. 1.11 Maximum Number of Physicians, Maximum Number of Locations or Maximum Number of Nurse Practitioners, Number of Physician Assistants. "Maximum Number of Physicians", "Maximum Number of Locations", "Maximum Number of Physician Assistants", and "Maximum Number of Nurse Practitioners", means those limits on the License as specified in Schedule A. 1.12 Schedule. "Schedule" refers to any schedule attached to this Agreement, or any subsequently prepared document that the parties agree in writing to be considered a Schedule. 1.13 Software. "Software" means the computer programs specified in Schedule A in machine-readable, object code form, and any upgrades or enhancements delivered to Licensee in machine-readable, object code form pursuant to this Agreement or the Maintenance Agreement. 1.14 Specifications. "Specifications" set forth in Schedule A. 1.15 Target Date. "Target Date" means the date set forth on Schedule A hereto, by which both parties anticipate delivery of the Software. 1.16 Warranty Period. "Warranty Period" means ninety (90) days from the date of Acceptance. 1.17 Renewal fee. "Renewal Fee" means the annual fee to be paid by the Licensee for the license. 2. Software License. 2.1 License. Licensor grants Licensee a non-exclusive, non-transferable license to (i) use Licensed Copies of the ComChart® Software and Documentation solely for its internal operations at the Location(s) and up to the Maximum Number of Locations on the Designated Environment, and for the maximum number of Physicians, Maximum Number of Physician Assistants and Maximum Number of Nurse Practitioners and (ii) copy the Software and Documentation for archival or backup purposes only, provided that all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and that all such copies shall be subject to the terms of this Agreement. 2.2 Distribution. Except as explicitly provided herein, Licensee shall not: (i) make available nor distribute all or part of the ComChart® Software or Documentation to any third party by assignment, sublicense or by any other means; (ii) copy, adapt, reverse engineer, decompile, disassemble, or modify, in whole or in part, any of the ComChart® Software or Documentation for the purpose of selling or distributing it to a third party; or (iii) use the ComChart® Software to operate in or as a time-sharing, outsourcing, or service bureau environment, or in any way allow third party access to the Software. 2.3 Modifications. The Licensee is prohibited from modifying the Software except in the files "File A" and "File B". The Licensee is authorized to modify the Software only in "File A" and "File B" for the Licensee's own purposes attendant to and solely for its medical practice, provided that such modified Software shall remain the property of Licensor and is licensed in accordance with the terms of this Agreement. The Licensee shall provide to the Licensor programming code, at the time of substantial completion, for any modifications, additions and improvements that the Licensee has made to the Software. All such modifications, or suggested revisions to the Software, are the property of the Licensor. The Licensee understands that he may not distribute or sell any of the Software and the modifications or additions to it. The Licensee is aware their modifications to the Software may not be incorporated into upgraded versions of the Software. Each violation of the above would be a material breach of this license. Licensee acknowledges that this agreement concerning modifications and improvements by the Licensee to the Software is an essential part of this Agreement and the Licensor has substantially relied upon it in entering into this Agreement. 2.4 Ancillary “plug-in” Software. This License agreement provides for the use of a maximum of 25 computers on the Licensee’s network. If more than 25 computers are to be used on the network, a separate site license will have to be obtained by the Licensee from the distributors of the “plug-ins” used by the Software. There will be an additional fee, payable to the Licensor, to enable The Software to interact with the additional “plug-ins.” This additional fee will be dependent on various parameters but will not exceed $100.00 per computer. 3. Acceptance, Installation, Training and Upgrades. 3.1 Acceptance. Licensor shall use reasonable efforts to deliver the Licensed Copies of the Software and Documentation to the Location(s) on or about the Target Date. Licensee shall have thirty (30) days from the Delivery Date to perform acceptance testing. Licensee's Acceptance of the Software shall occur at the earlier of Licensee's operational use of the Software, or the expiration of thirty (30) days from the Delivery Date absent written notice by Licensee to Licensor of any Error(s). If Licensee provides written notice to Licensor of any Error(s) prior to the expiration of such 30 day period and Licensor verifies the alleged Error(s), the Software shall be accepted thirty (30) days following upon Licensor's correction of such Error(s). 3.2 Training. If requested by the Licensee, within the first 90 days of this Agreement, the Licensor shall provide on-site training of the Licensee and their staff on a date and time mutually agreeable to Licensor and Licensee at a price of $2,000.00/day. Travel time, travel expenses and accommodation expenses, incurred by the Licensor, as part of the on-site training, shall be paid by the Licensee, upon the completion of the on-site training. 3.3 Technical Support. Licensor shall provide telephone and email technical support during regular business hours. The Licensee shall be entitled to 20 technical support contacts during the first year and 10 technical support contacts during each subsequent year. 3.4 Upgrades. Upgrades and enhancements to the Software may be made from time to time at Licensor's sole discretion and shall be provided by the Licensor to the Licensee. If an upgrade requires the use of ancillary software, it is the Licensee's obligation to purchase and install the required ancillary software. Upgrades will be available by CD ROM or an Internet download. It is the Licensee's obligation to install the upgrades according to the supplied directions. It is the Licensee's obligation to verify the accuracy of the data in the updated software before it is used. 3.5 Licensee's Obligations. Licensee shall obtain, install and maintain the Designated Environment, as described in Schedule A of this Agreement, in good working order and insure the proper operation and maintenance of the Designated Environment. This will include hardware (PC or Macintosh, FileMaker Server and backup drives and tapes) and software (including FileMaker Pro, FileMaker Mobile, communication software, security software, password protected screen saver), and battery back-up with electrical surge protectors and necessary devices to prevent damage to the hardware and software during its normal operation. The Licensee will maintain a contract with a local IT person or company who will help the Licensee install ComChart, ensure that the Filemaker Server automated backups are configured properly and maintain the functioning of your office’s computer network. If on-site training is purchased, as per Section 3.2, the Licensee shall have their IT person or company on-site during the training period. If the Licensee is using Filemaker Pro 6 and scans images into ComChart, the Licensee will ensure that the size of every scanned file does not exceed 100 kB. Licensee will make a CD-ROM backup copy of all ComChart files at least once a week. These CD’s will be retained for a minimum of 10 years or longer, as determined by relevant federal, state and local laws. Licensee shall designate one physician to be responsible for learning how to operate the Software. It is expected that the designated physician will spend no less than 15 hours to become knowledgeable and proficient in the use of the Software's basic operating functions and features. The Licensee will ensure that The Software is hosted by Filemaker Server at all times and is not run as a “stand-alone” product. 3.6 Templates. As of the date hereof, Licensee will work diligently with the Licensor to set-up Licensor's software as part of the initial installation. To accomplish this, the Licensee must supply the information in Schedule D in an electronic format satisfactory to the Licensor, such as Microsoft Word or ASCII format. 4. Fees And Payment 4.1 Initial Fee. Licensee shall pay the Initial Fee in accordance with the payment schedule set forth in Schedule B. Licensor shall invoice any additional costs reasonably incurred by Licensor in the delivery of the Software as they are incurred. Licensee shall make payment of the Initial Fee and additional costs to Licensor within thirty (30) days from the date of invoice or as otherwise set forth in Schedule B of this Agreement. 4.2 Renewal Fee. The Licensee shall pay a license renewal fee annually on January 15th for that calendar year, in accordance with Schedule B, herein. If the renewal fees are not paid, the Licensee will loose the ability to access the Software and read the data stored in the Software. At future dates, ComChart may provide additions to the Software that has been purchased or licensed from a third party. The price for such third party software may increase your cost and/or the Annual Renewal Fee. Prior to the time that your annually renewal fee is due, you will be offered the opportunity to decide whether or not you would like to obtain those new capabilities in your system. 4.3 Additional Services. In the event that the Licensee shall add one or more licensed physicians, physician assistants or nurse practitioners to its practice, expand the number of licensed copies, or add more practice sites, it shall be liable for an additional licensing fee that shall be payable to the Licensor. Said fee shall be consistent with the then prevailing rates of the Licensor and shall be paid by Licensee within 15 days after such additions. On or before January 15 of each year the Licensee shall notify the Licensor in writing of the number of Physicians, Physician Assistants and Nurse Practitioners using the Software, the Locations of the practice sites, and whether the Licensee has made any changes to the Software. 4.4 Audit. Licensee agrees that Licensor shall have the right to inspect Licensee's records or to have such records audited by a third party designed by Licensor upon thirty (30) days prior written notice for the purposes of determining whether all required license fees have been paid to Licensor, provided that any such third party agrees in writing in advance to protect the confidentiality of all confidential information, and not to disclose such confidential information except as may be necessary for Licensor to enforce its rights under this Agreement. In the event that an audit reveals that license fee payments have been underpaid, then Licensee shall immediately pay to Licensor the underpaid amount plus interest from the date the payment was first due at the maximum rate permitted by law. All inspections or audits of Licensee's records will be conducted at Licensor's expense unless the inspection discloses an underpayment of license fees of five percent (5%) or more, in which case Licensee shall bear the cost of the audit, including, without limitation, reasonable accountant's and attorney's fees. 4.5 Tax. Licensee shall be responsible for any applicable sales or use taxes or any value added or similar taxes payable with respect to the licensing of the Software, or arising out of or in connection with this Agreement, other than taxes levied or imposed based upon Licensor's income. In the event that Licensor pays any such taxes on behalf of Licensee, Licensor shall invoice Licensee for such taxes and Licensee agrees to pay such taxes in accordance with this Agreement. 4.6 Commercial laboratory. If Licensor’s services are required by a commercial laboratory, in order to enable the commercial laboratory’s data to be filed by ComChart, the commercial laboratory may be charged a tecnhical assistance fee. 5. Proprietary Rights. Licensee acknowledges and agrees that the copyright, patent, trade secret, and all other intellectual property rights of whatever nature in the Software, Documentation and Specifications are and shall remain the property of Licensor, and nothing in this Agreement should be construed as transferring any aspects of such rights to Licensee or any third party. 6. Confidentiality. 6.1 Confidential Information. "Confidential Information" shall mean the Software, Documentation, Specifications, and terms and conditions of this Agreement. Licensee acknowledges the confidential and proprietary nature of the Confidential Information and agrees that it shall not reveal or disclose any Confidential Information for any purpose to any other person, firm, corporation or other entity, other than Licensee's employees with a need to know such Confidential Information. Licensee shall safeguard and protect the Confidential Information from theft, piracy or unauthorized access in a manner at least consistent with the protections Licensee uses to protect its own most confidential information. Licensee shall inform its employees of their obligations under this Agreement, and shall take such steps as may be reasonable in the circumstances, or as may be reasonably requested by Licensor, to prevent any unauthorized disclosure, copying or use of the Confidential Information. Licensee acknowledges and agrees that in the event of the Licensee's breach of this Agreement, Licensor will suffer irreparable injuries not compensated by money damages and therefore shall not have an adequate remedy at law. Accordingly, Licensor shall be entitled to a preliminary and final injunction without the necessity of posting any bond or undertaking in connection therewith to prevent any further breach of these confidentiality obligations or further unauthorized use of Confidential Information. This remedy is separate and apart from any other remedy Licensor may have. 6.2 Unauthorized Disclosure. Licensee shall notify Licensor immediately upon discovery of any prohibited use or disclosure of the Confidential Information, or any other breach of these confidentiality obligations by Licensee, and shall fully cooperate with Licensor to help Licensor regain possession of the Confidential Information and prevent the further prohibited use or disclosure of the Confidential Information. 7. Warranty. 7.1 Operation. Licensor represents to Licensee that: (i) during the Warranty Period, the Software shall operate without any Errors; and (ii) upon notification to Licensor during the Warranty Period of any Errors, Licensor will, during its normal business hours and at no cost to Licensee, use reasonable efforts to correct such Errors which are reproducible and verifiable by Licensor, excluding any Errors caused by uses of the Software which were not in accordance with the Specifications. The Licensor has no responsibility or liability attendant to the purchase or operation of computer hardware, non-Licensor software or peripheral supplies, equipment or other mechanical devices or any software that may be provided in, on or to any computer hardware system owned or operated by the Licensee whether or not it is part of the Designated Environment. 7.2 Connection. In the event that Licensee notifies Licensor of an Error during the Warranty Period, Licensor's sole liability, and Licensee's sole remedy, will be Licensor's use of reasonable efforts to correct such Errors or refund the portion of the prepaid Initial Fee applicable to the portion of the Software which is defective. Out of pocket expenses paid to the Licensor shall not be refunded. 7.3 WARRANTY DISCLAIMER. THE WARRANTY SET FORTH IN THIS SECTION 7 IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY LICENSOR. LICENSOR EXPRESSLY DISCLAIMS, AND LICENSEE HEREBY EXPRESSLY WAIVES, ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ERRORS IN THE SOFTWARE WILL BE CORRECTED. LICENSOR'S LIMITED WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF LICENSOR FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, USE OR PERFORMANCE OF THE SOFTWARE. 7.4 Compliance With Law. Licensor makes no representation that the Software, or the records or forms it creates comply with any state or federal laws or regulations or any third party's requirements regarding record keeping or confidentiality. Ensuring compliance with all laws and regulations is the sole responsibility of Licensee. 8. Indemnity. 8.1 Indemnification. Licensor hereby indemnifies Licensee against any claim that the Software, furnished and used within the scope of this Agreement, infringes any U.S. registered copyright or patent, provided that: (i) Licensor is given prompt notice of the claim; (ii) Licensor is given control over the defense and/or settlement of the claim, and Licensee fully cooperates with Licensor in such defense and/or settlement; (iii) Licensee does not prejudice in any manner Licensor's conduct of such claim; and (iv) the alleged infringement is not based upon the use of the Software in a manner prohibited under this Agreement, in a manner for which the Software was not designed, or in a manner not in accordance with the Specifications. 8.2 Altered Version. Licensor shall have no liability for any claim of infringement based on (a) the use of a superseded or altered version of the Software if infringement would have been avoided by the use of a current or unaltered version of the Software which Licensor made available to Licensee; or (b) the combination, operation or use of the Software with software not furnished by Licensor. 8.3 Injunction. If a final injunction is obtained against the use of any part of the Software, Licensor will, at its option and expense, either (i) procure for Licensee the right to continue to use the Software; (ii) modify the Software so that Licensee has the legal right to use it; or (iii) repurchase the Software and Documentation. If Licensor selects this third option, Licensee shall, immediately upon receipt from Licensor of the payment set forth above, at Licensor's option destroy or return all copies of the Software and Documentation in its possession or under its control. 8.4 Liability. The foregoing states Licensor's entire obligation and liability with respect to the infringement of any property right. 8.5 Infringement. Licensee hereby indemnifies Licensor against any claim for alleged infringement of any U.S. registered copyright or patent, arising out of the use of the Software by Licensee in any manner prohibited by this Agreement. 9. Limitation of Liability. 9.1 LIMITATION. LICENSOR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF LICENSOR TO LICENSEE FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT PAID TO LICENSOR BY LICENSEE UNDER THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. BOTH PARTIES UNDERSTAND AND AGREE THAT THE REMEDIES AND LIMITATIONS HEREIN ALLOCATE THE RISKS OF PRODUCT AND SERVICE NONCONFORMITY BETWEEN THE PARTIES AS AUTHORIZED BY THE UNIFORM COMMERCIAL CODE AND OF OTHER APPLICABLE LAWS. THE FEES HEREIN REFLECT, AND ARE SET IN RELIANCE UPON, THIS ALLOCATION OF RISK AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES SET FORTH IN THIS AGREEMENT. 9.2 Force Majeure. Neither party shall be under any liability for any loss or for any failure to perform any obligation hereunder due to causes beyond its control including without limitation industrial disputes of whatever nature, power loss, telecommunications failure, acts of God, or any other cause beyond its reasonable control. 10. Term And Termination. 10.1 Term and Termination. The License granted herein shall remain in effect so long as the Licensee shall annually renew this License according to the payment schedule in Schedule B, or as provided in Section 10.2 or 10.3 herein. If said fee is not paid, Licensee's license to use the software shall terminate and all of the Licensor's software shall be returned to the Licensor. Licensee shall, however, be liable for maintenance, training and other costs in accordance with this Licensing Agreement. 10.2 Breach. Licensor may terminate this Agreement and the License, without prejudice to any other remedy Licensor may have, immediately without further obligation to Licensee, in the event of (i) any breach by Licensee of Sections 2, 5 or 6 of this Agreement which cannot be remedied within thirty- (30) days of Licensor's notice to Licensee of the breach and Licensor's intent to terminate the License; (ii) any material breach of Sections other than those set forth above which cannot be remedied within thirty (30) days of Licensor's notice to Licensee of the breach and Licensor's intent to terminate the License; or (iii) Licensee's making an assignment for the benefit of its creditors, the filing under any voluntary bankruptcy or insolvency law, under the reorganization or arrangement provisions of the United States Bankruptcy Code, or under the provisions of any law of like import in connection with Licensee, or the appointment of a trustee or receiver for Licensee or its property. Licensee may terminate the License, without prejudice to any other remedy Licensee may have, in the event of any material breach of this Agreement that is not remedied within thirty (30) days of Licensee's notice to Licensor of the breach and Licensee's intent to terminate the License. Termination shall not relieve Licensee's obligation to pay all amounts that are due and payable or which Licensee has agreed to pay. 10.3 Remedy Both parties agree that the damages that the Licensor will suffer from a material breach of this Agreement by Licensee will be difficult to quantify. Therefore, upon a material breach of this Agreement by Licensee, Licensor shall be entitled to recover liquidated damages in an amount not less than $50,000 per breach from Licensee. Such liquidated damages shall not serve as a limitation of the amount of damages that Licensor may recover from Licensee. In addition to any other remedy that Licensor may have at law or under this Agreement, upon the occurrence of any breach set forth in Section 10.2 above, Licensor shall have the right to enter Licensee's premises, access Licensee's computer systems and to seize any copies of the Software or Documentation or any modifications or materials derived thereof. If the latter event occurs, paper copies of all patients' records in the current calendar year will be printed from the system and provided to the Licensee for its use. 10.4 Cessation of Use. Upon termination of this Agreement, Licensee shall cease using the Software and Documentation and promptly return all copies of the Software, Documentation and all other Confidential Information in its possession or control. Licensee shall delete all copies of such materials residing in on or off-line computer memory, and destroy all copies of such materials that also incorporate Licensee's Confidential Information. Licensee shall, within five (5) days from the effective date of the termination, certify in writing by an officer or director of the Licensee that all copies of the Software and Documentation have been returned, deleted or destroyed. 11. General. 11.1 Headings. The headings used in this Agreement are for convenience only and are not intended to be used as an aid to interpretation. 11.2 Validity. If any part of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected. 11.3 Binding. This Agreement will be binding upon and inure to the benefit of the parties hereto, their respective successors and assigns. Licensee may not assign its rights or obligations under this Agreement without the prior written consent of Licensor. 11.4 No Waiver. Failure by either party to exercise any right or remedy under this Agreement does not signify acceptance of the event giving rise to such 11.5 Solicitation. The parties hereto shall not solicit the employment of nor employ any of each others personnel who has been directly involved in the development, sale, installation, or support of the Software for a period of two (2) years from the later of the termination of such individual's employment at the respective party or the last date of Acceptance of any Software. 11.6 Massachusetts Law. This Agreement shall be deemed to have been executed in the Commonwealth of Massachusetts and will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. The parties hereby consent to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts or the United States District Court for the District of Massachusetts for the purpose of any action or proceeding brought by either of them in connection with this Agreement. 11.7 Notice. Unless otherwise agreed to by the parties, any notice required or permitted to be given or delivered under this Agreement shall be delivered to the address set forth in this Agreement, and addressed to the attention as set forth in Schedule C. Notice shall be deemed to have been received by any party, and shall be effective, (i) on the day given, if personally delivered or if sent by confirmed facsimile transmission, receipt verified, or (ii) on the third day after which such notice is deposited, if mailed by certified, first class, postage prepaid, return receipt requested mail. 11.8 Attorneys' Fees. The non-prevailing party shall be responsible for reasonable attorneys' fees associated with the enforcement of the terms of this Agreement or the collection of any amounts due under this Agreement. 11.9 Survival. Sections 2.3, 4.4, 5, 6, 8, 9, 10 and 11 shall survive the termination of this Agreement for any reason. 11.10 Entire Agreement. This Agreement and its Schedules comprise the entire agreement between the parties regarding the subject matter hereof and supercedes and merges all prior proposals, understandings and all other agreements, oral and written between the parties relating to the Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement under seal as of the day, month and year set forth above. LICENSOR COMCHART™ MEDICAL SOFTWARE, LLC By:______________________________________ Hayward Zwerling, M.D., President, ComChart® Medical Software LICENSEE <<LIC Practice name>> By: ____________________________ <<LIC signature name>>, <<LIC signature title>> Estimated date ComChart will be installed on your office computer network is ___________________ Estimated date you will begin to use ComChart while seeing patients is ___________________ SCHEDULE A SPECIFICATIONS SOFTWARE: ComChart® EMR by ComChart® Medical Software LLC Maximum number of licensed copies of ComChart® EMR is ONE. Maximum number of client computers is twenty five. Maximum number of physicians is <<LIC Number of MDs>> Maximum number of physician assistant and nurse practitioners is <<LIC Number of NPs a_nd PA>> Maximum number of locations is one LOCATION of practice site: <<LIC Practice name>> <<Street>>, <<City>>, <<State>>,<<zip>> DESIGNATED ENVIRONMENT: Hardware requirements A computer at every work station, with a functional screen resolution of at least 650 x 850 pixels, preferably greater than 1000 x 700 pixels and, ideally greater than 1279 (width) and 853 (height). PC: Pentium 4, 2 gHz or faster with 512 mB of memory, preferrably 1 gB. Macintosh: iMac, iBook or Power Macintosh G4 or G5 512 mB of RAM, preferrably 1 gB. A dedicated computer to act as a "server." This computer is use to run Filemaker Server and host ComChart. It is not to be used to run any other software concurrently wtih Filemaker Server. PC: Pentium 4, 2.8 g Hz or later with a minimum of 512 mB of memory, preferrably 1 gB. Macintosh: Power Macintosh 2.0 gHz G5 with a minimum of 512 mB of RAM, preferrably 1 gB. A networked HP 4100, 42004300 series printer with a center feed envelope tray Backup hardware and software Tape drive and backup software with at least 10 tapes CD RW drive with writeable CD or DVDs Software Requirements for up to 50 users ((see NOTE REGARDING SYSTEM REQUIREMENTS BELOW.) Windows Software Requirements Client (Filemaker Pro 6.0v4) Windows 2000 Pro Windows XP Professional (Subject to Windows XP license terms) Server (Filemaker Server 5.5v4) Windows 2000 Server SP4 Windows 2003 Server Standard Edition Apple Hardware Requirements Client (Filemaker Pro 6.0v4) Mac OS 10.3.9 or later Server (Filemaker Server 5.5v4) Mac OS 10.3.9 or later FileMaker Mobile 2.1 for integration with Palm hardware Fax Software: for those computers that will be used to dial a telephone and send a fax. Faxes can be prepared from a computer that does not have the faxing software, however, only computers that include the necessary fardware and software can actually send the fax.. Apple: Mac OS 10.4.2 or greater PageSender 3.3 (www.SmileSoftware.com) Windows: Faxing hardware WinFax Pro 9.0 or 10.0 FaxTool Client Pack for the Windows (not compatible with Windows XP) WinFax & FaxTool are available from www.datadesigns.com (Tell them it is for ComChart) Secure FM software installed on every computer (This will be supplied by the Licensor for up to 15 computers.) Network Protocols 10/100Bt Network running one of the following protocols: TCP/IP (Preferred) IPX/SPX (Windows Only) Preventing damage to ComChart EMR data: In order to minimize the possibility of damaging the ComChart database, the Licensee agres to: Automate the process of creating routine backups at least twice a day.. Use an uninterruptible power supply for your server. Check the condition of the hard disk with a drive utility program. Be sure that software that optimizes, compresses, or partitions the hard disk is current. Be sure driver software is compatible with the operating system version. Use virus detection software. Ensure that any manipulation of your server is only done by a person familiar with Filemaker Server NOTE REGARDING SYSTEM REQUIREMENTS: As discussed above, ComChart currently required Filemaker Pro 6 and Filemaker Server 6. It is expected that the Licensor will release ComChart EMR for Filemaker Pro 7 and Filemaker Server 7 in 2005. There will be a free ComChart upgrade for the Filemaker 7 version of ComChart EMR. This upgrade to the Filemaker 7 family of products will be a mandatory upgrade. At that time, ComChart will no longer support Mac OS 9. ComChart will be function under the following operating systems: Mac OS X,Mac OS X Server, Windows 2000 (Service Pack 4), Windows XP (Service Pack 1), Windows 2000 Server SP4 and Windows 2003 Server Standard Edition. Current system requirements for the Filemaker 7 version of ComChart EMR can be found at http://filemaker.com/products/fm_requirements.html and http://filemaker.com/products/fms_requirements.html. If you purchase a “Filemaker 7 bundle” at http://www.filemaker.com/store/vla_bundles.html, Filemaker, Inc will give you free copies of Filemaker Pro 6 and Filemaker Server 6, upon request. This option to purchase Filemaker 7 and receive a free copy of Filemaker 6 may be withdrawn by Filemaker, Inc without notification. To obtain a copy of Filemaker 6, when you purchase Filemaker 7, please contact the Fielmaker representative Mary Carrillo at 800-725-2747 ext 5 or at mary_carrillo@filemaker.com. To learn system requirements for more than 50 users,contact ComChart Medical Software. SCHEDULE B FEES <<_Payment schedule template>> SCHEDULE C NOTICE ADDRESSES If to the Licensor: Hayward Zwerling, MD, President ComChart Medical Software, LLC 275 Varnum Avenue, Suite 102 Lowell, MA 01854 fax: (978) 656-9950 If to the Licensee: <<LIC Practice name>> <<Street>> <<City>>, <<State>>,<<zip>> fax: <<LIC fax number>> voice telephone: <<areacode>> <<number>> email: <<email>> SCHEDULE D OFFICE DATA FOR INSTALLATION INTO COMCHART EMR ALL INFORMATION SHOULD BE PROVIDED IN ELECTRONIC FORMAT, SUCH AS A MS WORD OR EXCEL DOCUMENT OR THE INFORMATION CAN BE EMAILED TO HZMD@COMCHART.COM 1. Names of all healthcare providers who will be using ComChart, including their title and a unique password 2. Names of up to 3 ancillary staff per healthcare provider, who will be using ComChart, including their professional title, job description and a unique password. Additional staff will be installed into ComChart at a fee of $25.00 per person. 3. A voided prescription for each provider 4. A copy of the provider’s signature on a white piece of paper measuring approximately 0.75 inch by 3.0 incheswritten in black ink. Note to PC users: As a result of the variability in scanning software, ComChart Medical Software cannot guarantee that your signature will appear properly on your faxed prescriptions if your scanned signature was installled in ComChart by ComChart Medical Software. If your scanned signature does not appear as desired, you will need to rescan your signature (jpg format) on your computer system. The scanned signature is installed in ComChart at ComChart > Administration > Usernames...Healthcare provider information/Prescriptions. 5. Name of up to 4 outside labs (including fax number and address) and each healthcare provider’s "provider number" 6. List of up to FIVE hospital & reference labs that are used by the provider, including fax number and address 7. List of states in which patients your patients reside. 8, Information you wish included on your stationary header, e.g., Your name, name of your practice, office address, telephone number, fax phone number, email address, web site address, Board Certification status (Information and format of the stationary header can be altered by the Licensee, at anytime.) In the event that the Licensee does not supply the Licensor with the data specified in Schedule D, The Software will be delivered populated with the Licensor's then prevailing data. The data specified in Schedule D, which is entered into ComChart® by the Licensor, should be verified by the Licensee before it is used in order to ensure that the data is accurate. The Licensee assumes full responsibility to ensure the accuracy of all data contained in The Software. TECHINICAL CONTACTS Periodically, ComChart Medical Software will send emails to our user base regarding newly added features and/or technical issues. If you would like us to send these emails to a particular person. persons or IT company, please list their name and email address below. These addresses will not be distributed to other companies, Name: Email address: ________________________________ ________________________________ ________________________________ ________________________________ ________________________________ ________________________________ ________________________________ ________________________________