This contract is supplied for reference only. All rights reserved to Nationalhi.com. Your Nationalhi representative will provide you with a fully executed original Agreement.
BRIEF AGREEMENT FOR LICENSE AND ACCEPTABLE USE – Healthcare Jobs Portal
This BRIEF AGREEMENT (hereinafter, "AGREEMENT"), entered into by and between NATIONALHI, Inc., an Indiana corporation (the Parent of Nationalhi.com; hereinafter, "NHI") and Your Company (hereinafter, "Client"), governs the terms and use of the "Healthcare Jobs Portal" (hereinafter, "Portal"). The effective date of this Agreement shall be the last date of signature applied hereto and shall continue for one calendar year from the effective date.
1. DATA TABLES
Client total FTE employment (approx): XX,XXX
Anual fee (all-inclusive): $X,XXX2. INCLUDED SERVICES. The fees paid NHI by Client shall be all-inclusive of the following:
License – Client receives a non-exclusive license to use the Portal software.
Hosting – NHI shall provide high-speed hosting pursuant to paragraph three (3) below.
Maintenance – NHI shall perform all necessary, preventive, and corrective maintenance.
Date Storage – NHI shall provide daily incremental and twice-monthly full backups.3. HOSTING. NHI uses a proprietary server "engine" technology, requiring all Portal software installations to reside on NHI servers. Each client receives dedicated hardware resources including data storage, memory, and processor capacity. These resources are not shared or co-mingled with that of other Clients. All servers leased from and located in a Massachusetts premier-level data center. NHI has exclusive use of this hardware.
4. NOT A WORK FOR HIRE. Client hereby acknowledges the software, its copyright, trademark, service mark, and patents, as they may now or eventually exist, are the property of NHI, its subsidiary company Nationalhi.com, owners, and designees. The Portal software, special request enhancements, and upgrades are not a work for hire as defined by United States Copyright Law.
5. WISH-LIST AND SUGGESTIONS. Client may submit to NHI special requests for product enhancement. Suggestions become the sole property of NHI. The final decision on implementation remains with NHI. If implemented into the public release software, Client shall not be invoiced for the enhancement. Likewise, NHI has no obligation to Client for the suggestion.
6. SPECIAL REQUESTS, UPGRADES, UNSCHEDULED MAINTENANCE. Any changes made to the Portal software at the request of Client and not provisioned under paragraph five (5) above shall incur a cost to Client of $65 (sixty-five dollars) per hour. The special request enhancements may prevent Client from receiving future upgrades to the Portal software, if the upgrade is deemed incompatible with the special request enhancement. In this event, Client may forgo the upgrade or incur the cost to recreate the special request enhancement in the upgraded version. Client may experience additional unscheduled downtime to install, test, and maintain special request enhancements. All special request enhancements become the sole property of NHI and may be incorporated into future upgrades of the Portal software without recompense to the commissioning Client.
7. CONFIDENTIALITY. NHI recognizes the confidential nature of applicant records maintained by the Portal software. As such, NHI shall take all reasonable steps to insure the protection and confidentiality of all information stored on NHI servers. Upon the viewing or printing of confidential records, the individual who has viewed or printed the data assumes this obligation to him/herself. Client acknowledges that certain proprietary information about the Portal, hosting, and other vital information, should it be released to third parties, may result in unrecoverable losses to NHI. As such, Client agrees to maintain as confidential all matters of this Agreement, pricing, and other matters pertaining to the relationship created by this Agreement. NHI may, in its sole discretion, list on its websites and other advertising the name, location, and comments/testimonials of clients currently using the Portal software.
8. INDEMNIFICATION AND INSURANCES. NHI shall maintain a general liability insurance policy of at least two million dollars ($2,000,000) to confront expenses and penalties as may be imposed by a court of competent jurisdiction as such may relate to the failure of NHI to maintain confidentiality of applicant records. Client agrees to indemnify and hold harmless NHI, its staff, owners, designees, and heirs to the same, for any failure of the system to perform as stated, whether intentional or circumstantial. NHI agrees to indemnify and hold harmless Client for any failure of the system not directly attributable to error or omission of the Client, its employees, authorized contractors, or applicants.
9. GOVERNING LAW. THE PROVISIONS OF THIS AGREEMENT AND ANY DOCUMENTS DELIVERED PURSUANT HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF INDIANA (excluding any conflicts-of-law rule or principle that might refer same to the laws of another jurisdiction).
10. ASSIGNMENT TO THIRD PARTY. Except where such assignment is to a parent or subsidiary of the assigning party, this Agreement may not be assigned to any third party without the prior written permission of all parties hereto.
11. SEVERABILITY. It is the desire and intent of the parties that the terms, provisions, covenants and remedies contained in this Agreement shall be enforceable to the fullest extent permitted by law. If any such term, provision, covenant or remedy of this Agreement or the application thereof to any person or circumstances shall, to any extent, be construed to be invalid or unenforceable in whole or in part, then such term, provision, covenant or remedy shall be construed in a manner so as to permit its enforceability under the applicable law, to the fullest extent permitted by law. In any case, the remaining provisions of the Agreement and the application thereof to any person or circumstance other than those to which they have been held invalid or unenforceable, shall remain valid and in full force and effect.
12. SURVIVAL. The representations, warranties, and obligations of indemnity set forth in paragraphs one, four, and five (1, 4, and 5) of this Agreement shall survive the termination or expiration of this Agreement.
13. HEADINGS. The headings of the paragraphs and sections herein are inserted for the convenience of reference only, and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the last date of signature applied below.