Purchase of Supremus Group LLC’s (Supremus) HIPAA Templates Suite (Suite) contained in the Suite requires entities to accept a license agreement which defines the rights of the entities to use the purchased item(s).
Purchasers representing organizations containing “RELATED LEGAL ENTITIES” as defined below must purchase a separate license for each related legal entity that will use, apply or customize the HIPAA Security Policy Template Suite for its use. Purchasers representing SEPARATE LEGAL ENTITIES also must purchase a separate license for each legal entity that will use, apply or customize the HIPAA Security Policy Template Suite for its use.
The agreement to purchase the full HIPAA Security Policy Templates Suite provides for a non-exclusive perpetual license to use the Suite within the organization’s stated related legal entities, including copying and/or modifying the Templates within the Suite as desired, for internal use only. “Related legal entities” means entities that share any governing board members or an executive director or are owned or partially owned by the same individual or individuals, or by related individuals.
Please read the following statements and in the blank(s) provided, indicate the name of each legal entity bound by this purchase agreement.
This HIPAA Security Policy Templates Suite License Agreement (Agreement) is made by and between Supremus Group, LLC. (Supremus), an Iowa corporation, and you (Licensee), for the HIPAA Security Policy Templates Suite provided in the form of editable electronic Microsoft Word files. By using the HIPAA Security Policy Templates Suite, you agree to be bound to the terms of this license agreement.
WHEREAS, The Health Insurance Portability and Accountability Act of 1996 (HIPAA) places rules and regulations on health care providers; and WHEREAS, Licensee has determined that it needs assistance in developing policies to meet HIPAA requirements; and WHEREAS, Supremus has developed various documents and materials designed to assist in the development of policies and procedures respecting HIPAA. NOW THEREFORE, in consideration of the premises and promises herein, the parties agree as follows:
1. Grant of License
Supremus hereby grants and Licensee hereby accepts a non-exclusive perpetual license (License) to use Supremus’ HIPAA Security Policy Templates Suite including the documentation. Said license includes the use of the Suite by the legal entities defined by Licensee upon purchase. The non-exclusive perpetual license is limited to the entity or those related entities set forth by Licensee as identified upon purchase. To the extent that one or more of the entities set forth in the license agreement purchase or are purchased by, merge or are merged into, or are otherwise incorporated into, a legal entity not identified upon purchase, the latter entity shall not be entitled to the use of or access to the non-exclusive perpetual license by any legal entities other than those set forth in the license agreement or successors to those set forth in the license agreement.
2. Proprietary Materials and Non-Disclosure
This License is granted for the exclusive use of Licensee, and for purchase of the full Suite only, its Licensed Entities. Licensee agrees not to provide or otherwise make available the Suite in any form to any person other than Licensee employees, or Licensed Entities’ employees, without the prior written consent of Supremus.
(a) The Suite and its contained Templates and any related promotional and supportive documentation, and all other information provided by Supremus to the Licensee, contain trade secrets and other confidential information of Supremus and its partners, and may not be used, copied, disclosed or otherwise published by Licensee or any user or other party except as permitted by this Agreement.
(b) Permission is hereby given to copy the Suite or portions thereof for modification by the Licensee or distribution to staff of the Licensed Entities. Any other copying, either in electronic or paper form, of the Suite beyond the scope of this Section 2 will constitute a breach of this Agreement.
(c) Supremus has the right to license the Suite through this Agreement and shall retain all such proprietary rights in the Templates.
(d) Licensee will use its best efforts to limit distribution and use of the Suite to its Licensed Entities, and shall promptly notify Supremus of any case in which Licensee is aware of the Suite being made available to other entities.
(e) In the event of termination of this contract for breach, Licensee shall immediately destroy or return to Supremus all copies of the Suite and any related materials or documentation.
(f) The Suite as delivered by Supremus will include a copyright statement. Any copies produced in accord with this section must include the copyright statement. Modified Templates will contain the following copyright statement:
“This document contains material copyrighted 2006 by Supremus Group, LLC. Rights for exclusive use have been granted to (Licensee) for internal use only.”
This Agreement shall be effective on the date listed above and shall continue in full force and effect in perpetuity, unless the terms of this Agreement are breached.
(a) Supremus warrants that it has good title to the Suite and its contained Templates and the right to license their use to Licensee.
(b) Supremus shall indemnify and hold Licensee harmless, at its sole cost and expense, of any claim, suit, or proceeding brought against Licensee which alleges that the Suite and its contained Templates, as delivered and as used in accordance with the terms of this Agreement, infringes any patent, copyright, or similar proprietary right, and to pay the amount of any judgment or settlement, provided that Licensee gives Supremus prompt notice of such claim, suit, or proceeding, and gives Supremus full information and reasonable assistance in the defense or settlement. Supremus shall be entitled to direct such defense and to settle, or otherwise dispose of, such claim, suit, or proceeding as it sees fit.
(c) Supremus warranties stated in this paragraph 4 of this Agreement are in lieu of all other warranties and conditions with respect to the goods and services provided hereunder whether such warranties are expressed or implied, or statutory provided.
THIS SUITE IS PROVIDED “AS IS.” SUPREMUS GROUP LLC DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS LICENSEE MAY OBTAIN BY USING THE SUITE. SUPREMUS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
ANY LIABILITY OF SUPREMUS FOR A DEFECTIVE COPY OF THE SUITE WILL BE LIMITED EXCLUSIVELY TO REPLACEMENT OF THE COPY OF THE SUITE WITH ANOTHER COPY. IN NO EVENT WILL SUPREMUS OR ITS PARTNERS BE LIABLE TO LICENSEE FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY FINES, LOST PROFITS OR LOST SAVINGS, EVEN IF A SUPREMUS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.
Licensee acknowledges that (i) the Administrative Simplification section of the Health Insurance Portability and Accountability Act of 1996 (HIPAA) is a completely new and far reaching statute; (ii) the implementing regulations, commentary, responses to “frequently asked questions” (FAQs) and guidance documents comprise hundreds of pages of fine print; (iii) HIPAA compliance involves more than creating HIPAA Security Policy, particularly regarding actual implementation and testing of plan, and continuing education and evaluating plan periodically regarding HIPAA Security Policy.
Supremus Group LLC has exercised due care in reviewing the federal materials as well as other secondary sources, but there may be issues that are not addressed in the Suite or its contained Templates. Supremus provides these materials for use by the Licensee in its effort to comply with HIPAA. However, SUPREMUS MAKES NO REPRESENTATION, WARRANTY OR COVENANT THAT USE OF THE SUITE WILL MAKE LICENSEE HIPAA COMPLIANT OR WILL OTHERWISE PROTECT LICENSEE FROM ANY CLAIM OR LIABILITY ARISING UNDER HIPAA. THE SUITE IS NOT INTENDED TO CONSTITUTE LEGAL ADVICE. IF LICENSEE REQUIRES LEGAL ADVICE, IT WILL SEEK THE SERVICES OF A COMPETENT LEGAL PROFESSIONAL.
In the event of a breach of this agreement by either party, the affected party will notify the breaching party who has 30 days from notification to rectify.
6. Templates Updates and Upgrades
For a period of twelve months from delivery of the Suite to Licensee, Supremus may develop enhanced versions of them and make them available to Licensee. However, Supremus is not required to create such enhanced versions.
The right of either party to terminate this Agreement shall not be deemed to be an exclusive remedy and each party shall be entitled to all legal rights and remedies.
This Agreement and the license and Templates to which it applies may not be amended, modified, assigned, sublicensed, or otherwise transferred by Licensee without the prior written consent of Supremus. No right to print, copy, or otherwise reproduce the Suite, in whole or in part, is granted hereby, except as provided in Section 2.
9. Miscellaneous Provisions of License Agreement
(a) If any of the provisions of this License Agreement are found by a court of competent jurisdiction to be invalid, the balance of the provisions hereunder shall remain in full force and effect.
(b) This License Agreement shall be governed by the laws of the State of Maryland.
(c) In no event shall either party be liable to the other for any delay or failure to perform hereunder, when the delay or failure to perform is due to acts of God or natural disasters.
(d) The titles to the various sections of this License Agreement are solely for convenience and are not part of this License Agreement for purposes of interpreting the provisions hereof.
(e) This License Agreement constitutes the entire license agreement between the parties and supersedes all prior and contemporaneous agreements, promises, and representations, whether written or oral, between the parties with respect to a non-exclusive perpetual license (License) to use Supremus’ Suite, the subject matter hereof. Whenever possible, so as to avoid conflict with any other writing regarding the license agreement, but in the event of an unavoidable conflict, the terms of this License Agreement shall control.
Nothing contained in this Agreement shall be deemed or construed by the parties or by any other person as to create a relationship of principal and agent or of partnership, joint venture, or other association between the parties hereto.
Providers may obtain a perpetual license for indefinite use and customization of the suite within their organization.