COMPUTER AND DATAT PROCESSING SERVICES AGREEMENT

Exhibit 10.1

COMPUTER AND DATA PROCESSING
SERVICES AGREEMENT

     This COMPUTER AND DATA PROCESSING SERVICES AGREEMENT , (“this Agreement”) dated as of May 19, 2008, is by and between HCA — Information Technology & Services, Inc. , a Tennessee corporation (“IT&S”) which is a wholly owned subsidiary of HCA Healthcare Corporation, a Delaware corporation (“HCA”) formerly known as Columbia Information Systems, Inc., and LifePoint Corporate Services, General Partnership , a Delaware general partnership (together with its successors and permitted assigns, hereinafter sometimes referred to as “Customer”).

      WHEREAS , IT&S is in the business of providing certain computer and data processing services as more fully set forth herein; and

      WHEREAS , Customer desires to purchase from IT&S the services described in this Agreement, and IT&S is willing to provide such services to Customer, all on the terms and conditions set forth herein;

      WHEREAS , LifePoint Hospitals, Inc., an Affiliate of Customer, and IT&S are parties to that certain Computer and Data Processing Services Agreement dated as of May 11, 1999, as amended (the “Previous Agreement”), pursuant to which IT&S has provided Affiliates of Customer with services substantially similar to the services to be provided under this Agreement; and

      WHEREAS , in consideration of the Parties’ commitment to enter into this Agreement, the fees charged under the Previous Agreement were revised to be consistent with this Agreement effective October 1, 2007; and

      WHEREAS , each of the Parties hereto wish to enter into this Agreement in order to supersede and replace the Previous Agreement as of the date hereof without any interruption in the continuity of services provided under the Previous Agreement, all of which shall continue to be performed under this Agreement unless otherwise expressly agreed.

      NOW, THEREFORE , in consideration of the premises and the mutual covenants and obligations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, IT&S and Customer agree as follows:

     1.  Definitions . The following terms shall have the meanings set forth below:

      Additional Services . See the definition in Section 3(a).

      Affiliate . Any person or entity that Controls, is Controlled by or is under common Control with another person or entity.

      Atlas System . The proprietary intranet network currently provided by IT&S for use by Customer and its Affiliates to obtain information relevant to day-to-day operations.

      Assigned . See the definition of Assigned and related terms in Section 12(a) below.

      Base Fees . The fees set forth in the first table on Schedule B.

      Business Associate Agreement or BAA . The Business Associate Agreement between IT&S and Customer dated May 19, 2008.

      Calculation Period . See the definition set forth in Section 2(i) below.

      Change of Control . A transaction (or a series of related transactions) in which a person or entity (or a group of persons and/or entities acting in concert) entities acquires Control of an entity or all or substantially all of its assets.

      Communication Lines . The telephone communication and diagnostic lines for data transmission with the Data Center and/or IT&S, whether dedicated or not.

      Complete Sunset . See the definition in Section 3(d) below.

      Consumer Price Index . All Items of the United States Consumer Price Index published by the United States Department of Labor, All Cities Average (1986=100) or such other successor index as the Parties shall agree in writing.

      Contract Entity . An Affiliate of Customer or an entity that is a party to a contractual relationship with Customer if the relationship involves more than providing information technology services (such as a party to a joint venture or a lease, management or general services arrangement with respect to a hospital or other entity that is not an Affiliate of Customer).

      Control . The ability, directly or indirectly, to elect a majority of the Board of Directors or similar governing body of an entity or to otherwise direct the management of the entity and/or the use of all or substantially all of its assets. This definition shall also apply to the terms “Controlling” and “Controlled by.”

      Cure Period . See the definition set forth in Section 11(c) below.

      Customer Data . See the definition set forth in Section 8(a) below.

      Customizations . See the definition set forth in Section 3(b) below.

      Data Center . The IT&S Data Center(s) located in Nashville, Tennessee and/or any of IT&S’ Regional Data Centers containing computer processing equipment and the Software used by IT&S to provide the Services, or such other facilities as IT&S may establish from time to time.

      Delivered . See definition in Section 3(d).

      Divested Facility . See definition in Section 12(d).

      Documentation . The description of how to use the Services and their functionality and the related security policies and procedures with respect to the Services as most recently updated by IT&S pursuant to this Agreement.

      Effective Time . 12:01 A.M. on May 19, 2008.

      Equipment . The computer hardware located at the Facilities and, to the extent used in connection with the Services, the computer hardware located at any Affiliate or Contract Entity.

      Facility/Facilities . The hospitals and other healthcare providers that are Affiliates of Customer or are owned by Customer or Affiliates of Customer.

      First Notice Date . See definition in Section 3(d).

      HCA Entities . Collectively, HCA Inc., its successors (if any), and Affiliates of HCA that receive information technology services from IT&S.

      HIPAA . The Health Insurance Portability and Accountability Act of 1996, Public Law 104-191.

      HIPAA Rules . The rules and regulations implementing the transaction and code set, privacy, security and other requirements set forth in the administrative simplification provisions of HIPAA.

      IT&S Software . The software listed in Schedule A hereto and identified as being owned by IT&S and any other software owned by IT&S that is used to provide any Services at any time during the Term, including Enhancements, upgrades and custom development to any of such software.

      IT&S Update . See definition in Section 3(c) below.

      Indirect Damages . See definition in Section 10(a) below.

      Initial Term . The period beginning at the Effective Time of this Agreement as set forth above and ending on December 31, 2013 unless earlier terminated pursuant to this Agreement.

      Malicious Code . See definition in Section 9(g) below.

      Monthly Processing Fees . The fees for monthly service under this Agreement as more fully set forth in Section 2 and Schedule B.

      New Software . See definition in Section 3(d) below.

      Operational Customer Data . See definition in Section 8(a) below.

      Parties . Collectively the individual entities which execute this Agreement.

      Previous Agreement . See definition in the recitals above.

      Qualifying Assignee . See definition in Section 12(a) below.

      Qualifying Damages . See definition in Section 2(d) below.

      Sale . See the definition in Section 12(a) below.

      Section 3(d) Period . See definition in Section 3(d) below.

      Service Level Agreements or SLAs . See definition in Section 7 below.

      Service Level Objectives or SLOs . See definition in Section 7 below.

      Services . The installation, support, training, maintenance, data processing and other services provided to Customer by IT&S pursuant to this Agreement, including all services provided under the Previous Agreement during the previous eighteen (18) months whether or not identified in this Agreement. “Services” includes the Wide Area Network and the Communications Lines.

      Software . The computer software identified in Schedule A hereto as either IT&S Software or Third Party Software (and any future additional software and/or replacement software) which is used by IT&S in providing the Services to Customer, including Enhancements, upgrades and custom development.

      Systems . The Equipment and Software functioning together, located at one or more Facilities, Affiliates and Contract Entities.

      Term . The Initial Term and, if applicable, any renewal term and the Wind-Down Period.

      Third-Party Software . The software owned by any third party that is licensed or otherwise made available to IT&S and used to perform Services now and in the future, including the software listed on Schedule A hereto and software used by third parties as application service providers.

      Third-Party Updates . See the definition set forth in Section 3(c)(1).

      Wide Area Network . The proprietary wide area network currently provided by IT&S for use by Customer, its Facilities, Contract Entities and Affiliates that receive Services hereunder and HCA Entities to deliver IT&S products and/or services (for example, e-mail, host application access, file transmission, Atlas System access).

      Wind-Down Period . See the definition set forth in Section 11(e) below.

     2.  Services, Systems, Data, Payment .

          (a) IT&S shall provide, and Customer shall purchase from IT&S, the Services and/or licenses to the Software described in the Schedules hereto, upon the terms and subject to the conditions of this Agreement, for the benefit of Customer and the Facilities, Contract Entities and Affiliates that Customer may designate from time to time with respect to all or a portion of the Services. Services shall not be provided for Customer or any Facility, Affiliate or Contract Entity to the extent that Customer notifies IT&S in writing that some or all of the Services shall not be provided as of a specific date; provided, however, that Customer shall not use this Section 2(a) during the Initial Term or any renewal term to effectively terminate this Agreement (i) by designating the removal of more than twenty five percent (25%) of its Facilities in a calendar year or (ii) by removing the Clinical CPCS and PA (patient accounting) products described in Schedule A from more than twenty five percent (25%) of its Facilities in a calendar year.

          The foregoing limitations shall not be read as being in derogation of Customer’s rights related to Updates in Section 3(c), New Software in Section 3(d), or its rights to divest Facilities as discussed in Section 12(d). For the avoidance of doubt, Customer’s decision to remove services by virtue of divesting more than twenty five percent of its Facilities would not be deemed to be a violation of this Section 2(a). The invoices provided hereunder for the Services shall identify the Facilities, Affiliates and Contract Entities and the Services each of them received for the month which is the subject of the invoice. The parties shall promptly work together in good faith to resolve any disagreement regarding which Facilities, Affiliates or Contract Entities are then to receive all or a portion of the Services.

          In addition, for purposes of applying the limitations set forth in the first paragraph of this Subsection 2(a):

     (A) the twenty-five percent (25%) limitation shall be applied during a specific calendar year to the number of Facilities that received Services on January 1 of that calendar year for purposes of Subsection 2(a)(i) above and to the number of Facilities that received the Clinical CPCS and PA (patient accounting) products on January 1 of that calendar year for purposes of Subsection 2(a)(ii) above; and

     (B) Customer shall not be deemed to have removed a Facility if the Facility no longer uses the Services or the Clinical CPCS and PA products in question pursuant to a divestiture of the Facility, a decision not to use certain Services pursuant to Section 3(c) regarding Updates or Section 3(d) regarding New Software or a combination thereof.

          (b) Except as otherwise required by HIPAA, the HIPAA Rules, the Business Associate Agreement or the requirements of payers, IT&S shall designate certain coding and naming conventions for the form of Customer Data and shall provide to Customer the coding requirements for transmitting Customer Data to the Data Center and the treatment given to different account and processing codes used by IT&S. IT&S reserves the right to make changes in operating procedures, coding and naming conventions, hardware and network configurations and applications and systems programming. IT&S shall provide Customer with notice of such changes as far in advance as possible, but in no event less than thirty (30) days. Customer shall be responsible for, and bear the cost of, (i) coding and transmitting Customer Data to the Data Center, (ii) supervising the conversion of its financial data into a form that can be processed by IT&S in accordance with the foregoing, (iii) determining whether it has complied with applicable accounting practices, (iv) determining whether it has complied with applicable state and federal regulations governing financial reporting obligations, (v) verifying the accuracy of Customer Data generated by Customer if, in Customer’s sole discretion, it chooses to perform such verification and (vi) maintaining prudent internal controls of reports and Customer Data.

          (c) If Customer requests that IT&S correct or reprocess data files because of erroneous input data or output records, IT&S will use its reasonable best efforts to perform such correction and reprocessing. Customer shall use commercially reasonable efforts to request any correction or reprocessing within three business days after production of the reports. If correction or reprocessing is requested because of an error attributable to IT&S or the negligence of IT&S, there shall be no charge for such rerun and IT&S shall perform such rerun within ten (10) business days unless the parties mutually agree that performing a rerun is impossible from a technical perspective, in which event IT&S shall promptly compensate Customer for any Qualifying Damages (as defined below) and correct any erroneous records without performing a rerun. In the event that the error is attributable to Customer’s erroneous input data or output records, IT&S will

promptly determine whether it can perform the reprocessing and, if it can perform the reprocessing, will provide a reasonable cost estimate to Customer for such reprocessing services. Following mutual agreement on the cost, IT&S will perform the reprocessing services. If the parties are unable to agree on the cost for the reprocessing services, IT&S shall not perform such services. As used herein, “Qualifying Damages” means the direct and quantifiable damages incurred by Customer or any Contract Entity that result from an error attributable to IT&S hereunder (for example, the amount of an overpayment to an employee or vendor of Customer due to an error of IT&S or the amount of a vendor discount lost due to a delay in a payment processed by IT&S).

          (d) Customer shall pay IT&S on behalf of the Facilities, Affiliates and Contract Entities for the Services rendered and licenses granted in accordance with the terms and subject to the conditions contained herein and in the Schedules hereto. The prices set forth on Schedule B are subject to change as set forth in Section 2(i) below. The monthly processing fees set forth in Schedule B and payable pursuant to subsection 2(g) below shall be the only fees and costs payable hereunder other than (i) amounts payable for travel under subsection (e) below, (ii) third party charges as detailed in Schedule B, (iii) interface development and deployment, which shall be charged in accordance with Schedule C, (iv) fees agreed upon in separate work orders signed by both Parties and (v) fees (if any) that become due under Section 3 below. Except as otherwise provided in Section 3(d), all third party costs due hereunder shall be allocated on an equitable basis among Customer, IT&S, all HCA Entities and all other customers of IT&S.

          (e) In the event that Customer makes a written request for the performance of on-site Services by IT&S, Customer shall pay the reasonable and customary travel expenses of IT&S personnel performing such Services for Customer, in accordance with IT&S’ standard business travel policies.

          (f) Unless otherwise provided herein, payment is due within thirty (30) days of the date of receipt of an invoice except to the extent that such amounts are the subject of a good faith dispute. Without limiting IT&S’ rights hereunder, any amounts not paid within thirty (30) days of the due date shall be subject to a late charge equal to the lesser of twelve percent (12%) per annum or the maximum amount allowed by applicable law; provided, however, that no late charge shall apply with respect to amounts reasonably disputed by Customer if written notice of such dispute is given to IT&S within fourteen (14) days of receipt of invoice; provided, however, that the interest on any disputed charges that are ultimately resolved against Customer shall accrue from the date payment would have otherwise been due. Disputes under this Section will be resolved pursuant to the procedure set forth in Section 12(f).

          (g) Customer’s processing fees are indicated in Schedule B and shall be charged with respect to each Facility, Affiliate and Contract Entity then

designated by Customer to receive the Services in accordance with the scope of Services then designated by Customer to be received by such entity pursuant to Section 2(a) above. If IT&S changes the manner in which the Services are performed (for example, by electing to use more expensive software), such changes shall not result in any additional fee, charge or cost hereunder except as set forth in Section 3 below.

          (h) Added/Divested Facilities — The parties acknowledge that Customer may add or divest Facilities from time to time during the Term of this Agreement. With respect to divested Facilities, IT&S shall provide Services as described in Section 12(d). For divested Facilities Customer’s Monthly Processing Fees shall be reduced beginning on the date of such Facility’s last use of the System hereunder.

          In the event that, during the Term of this Agreement, Customer acquires from a third party, or constructs, a hospital or health care provider establishment, such an establishment shall become a Facility and shall receive Services hereunder if and to the extent designated pursuant to Section 2(a). Any such new Facility shall be entitled to a discount of fifty percent (50%) on Monthly Processing Fees for Clinical Systems and Patient Accounting for the first six (6) full calendar months after go-live and a discount of twenty-five percent (25%) on Monthly Processing Fees for Clinical System and Patient Accounting for full calendar months seven through 12 after go-live. If the go-live occurs other than on the first day of the month, the Monthly Processing Fees will be prorated over the number of days remaining in the month and the discounts will be applied beginning with the first full calendar month after go-live (For example, a Facility with a go-live date of May 15 will be charged a prorated licensee fee for May 15-31, without a discount, and then have the fifty percent discount applied in December through May).

          (i) No more than once annually and effective on January 1 during the Term, IT&S may increase the monthly processing fees charged pursuant to Schedule B by an amount equal to the percentage increase in the Consumer Price Index for the Calculation Period immediately preceding the January 1 on which such change shall become effective. As used herein, the “Calculation Period” means the twelve month period beginning on July 1 and ending on June 30 of the year preceding the year for which the price increase shall become effective. Notice of any fee increase with respect to a Calculation Period must be received by Customer by August 1 immediately following the Calculation Period so that Customer may advise its Affiliates of the fee increase that will affect their budgets. For example, fees may be increased effective January 1, 2010 by an amount equal to the percentage increase in the Consumer Price Index for the Calculation Period beginning on July 1, 2008 and ending on June 30, 2009 if IT&S gives written notice of such increase to Customer by August 1, 2009.

          (j) IT&S will provide yearly and at no charge to Customer, two thousand (2,000) hours of support work to be used at Customer’s discretion for system enhancements or staff training and support; provided, however, that such hours shall not be reduced by the time spent by IT&S in (i) correcting any errors in Services, (ii) providing enhancements that are generally provided to HCA Entities or other customers of IT&S, (iii) services provided as part of IT&S’s general support under this Agreement or (iv) any other services which IT&S provides for a separate charge under this Agreement or any other arrangement. If Customer does not use all of the 2,000 hours during any calendar year, up to two hundred (200) of such unused hours for a given year may be used in the next year during the Term in Customer’s discretion.

     3.  New Services and Systems; Updates .

          (a) Additional Services. From time to time, IT&S may offer to perform and Customer may request IT&S to perform certain new activities for Customer (similar to, but not included in the Services provided hereunder), which Customer may purchase in its discretion (the “Additional Services”). These Additional Services may require Customer to pay additional fees, purchase additional Equipment or Communications Lines or license additional software, all of which shall be disclosed by IT&S to Customer in writing when it proposes or responds to Customer’s request for Additional Services. Unless otherwise agreed in writing, any hourly charges for Additional Services shall not exceed the hourly amount that may be charged for professional services pursuant to Schedule C. IT&S shall respond to Customer’s request for Additional Services within ten (10) days after Customer’s written request. IT&S shall not reject any reasonable Customer request for Additional Services including, without limitation, transition services during the Wind-Down Period (which shall be provided pursuant to Section 11(e) below). Customer shall not be obligated to accept any Additional Services except to the extent that Customer authorizes IT&S in writing to perform the Additional Services.

          (b) Customizations. From time to time, Customer may request that IT&S create enhancements, improvements, or other changes to the Software Systems (each a “Customization”). A “Customization” may include, without limitation, a new feature or function which improves the operation, performance, or efficiency of the Software, Equipment or infrastructure standards. IT&S shall respond to Customer’s request for Customizations within ten (10) days after Customer’s written request. IT&S shall not reject any reasonable Customer request for Customizations. Fees for Customizations shall be agreed upon in advance and paid for by Customer consistent with the terms of this Agreement and any amendment, work order, or other similar document agreed upon by the Parties. Unless otherwise agreed in writing, any hourly charges for Customizations shall not exceed the hourly amount that may be charged for professional services set forth in Schedule C.

          (c) Updates.

          (1) From time to time IT&S may update the Third Party Software or provide updates received from the licensor for Third Party Software (a “Third Party Update”). As used herein, the term “Third Party Update” means any fix, change or modification which affects the operating performance or efficiency of the Third Party Software, but does not alter the basic functions that it performs. At the request of IT&S and at a mutually agreed time consistent with past practices (typically after all HCA Entities have implemented the Third Party Update), Customer will discontinue use of the then-current version of the Third Party Software and work with IT&S to implement and use the Third Party Update in accordance with the Documentation. In the event that Customer fails to use the Third Party Update as described herein, IT&S shall not be required to maintain or support the related third Party Software. Unless otherwise agreed by Customer in its sole discretion, IT&S shall not charge a fee to Customer for Third Party Updates, the implementation thereof (including any existing interfaces) or any related maintenance.

          (2) From time to time IT&S may update the IT&S Software (an “IT&S Update”). As used herein, the term “IT&S Update” means any fix, change or modification which affects the operating performance or efficiency of the IT&S Software, but (A) does not alter the basic functions that it performs, (B) permits the IT&S Software to continue to function effectively in Customer’s distributed environment ( i.e. , does not require a centralized approach), (C) does not require significant changes in Customer’s business processes and (D) does not require significant expenditures by Customer for other software or additional Equipment or Communication Lines. At the request of IT&S and at a mutually agreed time consistent with past practices (typically after all HCA Entities have implemented the IT&S Update), Customer will discontinue use of the then-current version of the IT&S Software and work with IT&S to implement and use the IT&S Update in accordance with the Documentation. In the event that Customer fails to use the IT&S Software as described herein, IT&S shall not be required to maintain or support the related IT&S Software. Unless otherwise agreed by Customer in its sole discretion, IT&S shall not charge a fee to Customer for IT&S Updates, the implementation thereof (including any existing interfaces) or any related maintenance.

          (d) New Software. IT&S may, in its sole discretion, migrate to new Software (“New Software”) to replace any IT&S Software or Third Party Software which shall be offered to Customer by IT&S at a price to be determined as set forth below at the time of such offering; provided, however that the New Software (1) shall provide substantially all of the functionality as the Software that it replaces and (2) shall be suitable for use in Customer’s distributed environment and shall be implemented in a manner that permits it to function effectively in Customer’s distributed environment ( i.e. , shall not require a centralized approach).

          If Customer elects not to implement the New Software, IT&S shall continue to support the Software that it was intended to replace during the Section 3(d) Period (as defined below) for the fees and charges not to exceed the fees and charges determined in accordance with Schedule B this Agreement and Customer may elect to continue to use the old Software for some or all of the Section 3(d) Period. The Section 3(d) Period shall be the longer of (A) forty-eight (48) months after the initial notification to Customer by IT&S of its final decision to migrate to New Software or (B) twenty-four (24) months after all of the HCA Entities have fully implemented the New Software. Notwithstanding the foregoing, if the change to New Software is due to either the full discontinuation of support of any Third Party Software (without a migration path to a new version or replacement software that is both commercially reasonable and fits within IT&S’s strategic plan as documented in its annual plans and discussed in its quarterly meetings attended by a Customer representative) or the termination or non-renewal of any Third Party Software other than as a consequence of breach by IT&S (each a “Complete Sunset”), the Section 3(d) Period shall end when the vendor of such Third Party Software stops providing support for it or when the license terminates or expires. IT&S shall notify Customer as soon as IT&S knows of any Complete Sunset and shall assist Customer with transition as requested by Customer.

          Customer may also at any time elect to use software not provided by IT&S instead of the New Software regardless of whether it has elected to continue use of the old Software for some or all of the Section 3(d) Period . IT&S shall, if requested by Customer, provide Additional Services (for which additional amounts may be charged pursuant to Section 3(a)) to Customer to assist with the transition to such other software and/or interfaces between the Services provided by IT&S hereunder and the other software selected by IT&S for use instead of the New Software.

          Following initial notification to Customer by IT&S of its final decision to migrate to New Software, IT&S shall use all commercially reasonable efforts to provide the following information in order to facilitate Customer’s transition decision, which shall be provided to IT&S within twelve (12) months of such initial notification: (i) the functionality of the New Software compared to the Software that it shall replace, (ii) the migration process and required training, (iii) preservation of Customer Data created or maintained by the old Software and how such pre-existing Customer Data may be accessed by and used with the new Software, (iv) any possible adverse impact on the SLOs or SLAs then in effect and compliance with applicable laws and regulations, (v) any additional training, hardware, communications, software or data that will be required, including any increase in direct or indirect costs to Customer that may result from the change and (vi) all costs of use of the New Software (consistent with the following paragraph). Notwithstanding the foregoing, Customer may at any time during the Term elect to implement the New Software and the Parties shall then work together to develop a plan for implementation on a mutually agreed timetable.

          IT&S shall promptly update the information listed above if it changes in any material respect or if additional information is developed or obtained by IT&S that is different from or relevant to the information listed above in any material respect. The Parties agree to negotiate in good faith with respect to whether the Section 3(d) Period should be extended or other action should be taken in order to minimize any adverse consequences to Customer that resulted from Customer’s reliance on the information listed above that is subsequently changed, corrected or supplemented.

          The charges for the New Software shall not exceed the reasonable, documented and quantifiable cost of Customer’s use of the New Software to the extent that such cost is incremental above the cost that IT&S has incurred or will incur for use of the New Software by IT&S, all HCA Entities and all other customers of IT&S. For example, if the New Software is Third Party Software with license fees based on the number of users, the cost to Customer hereunder shall be only the additional license fees due with respect to the number of employees designated by Customer to use the New Software and other types of incremental costs, as applicable. In addition, the Base Fees otherwise due with respect to the functionality that the New Software replaces shall no longer be charged if Customer elects to implement the New Software. Unless otherwise agreed in writing, any charges for implementation of the New Software or related expenses shall not exceed the rates for professional services set forth on Schedule C.

          (e) IT&S shall give Customer written notice of any proposed change in the Software at or above the level of a material new release (including the proposed use of Third-Party Software instead of IT&S Software but not fixes and regulatory updates to any current Software) and any proposed new Services as soon as IT&S is aware of the proposed change or new Services and in no event shall such notice be given later than internal IT&S approval of the change or new Service. For purposes of this Section 3(e), a new release shall not be considered material if it is routine or if it does not change the functionality of the software or the manner in which it is used by a majority of the users. IT&S shall also provide the opportunity for Customer to send a Customer employee as a representative to IT&S strategic planning sessions at least as often as quarterly so that Customer can stay abreast of and provide input on proposed changes to the Systems.

     4.  Software and Wide Area Network; Prohibited Uses .

          (a) The use of the IT&S Wide Area Network is expressly restricted to accessing the Software, Customer Data and Services provided by IT&S in the manner described in the Documentation. IT&S represents and warrants and Customer acknowledges that the Wide Area Network provided by IT&S to support Customer’s operation is proprietary. Customer and IT&S shall each comply with the Documentation, which describes the responsibilities and duties of IT&S and the Customer in respect of the Wide Area Network. Customer shall not reverse engineer

the Wide Area Network in order to obtain access to proprietary data or for any other purpose not specifically authorized herein.

Customer shall not perform any of the following activities or any other activities not conforming to the stated use of the Wide Area Network and agrees to provide reasonable notification to employees at the Facilities that they shall not:

	•		Place any equipment on the Wide Area Network for the purpose of recording IT&S electronic communications or deciphering the content and structure of IT&S electronic communications;
	•		Access any piece or segment of the IT&S Wide Area Network of computing infrastructure via any telecommunications utility, for example, without limitation, Telnet and TCP/IP, other than as specified in the Documentation; or
	•		Take any other action which would have the effect of impeding or prohibiting normal operation of the Wide Area Network.

In addition to the foregoing, Customer will obtain approval from IT&S prior to adding any additional equipment or connections to the Wide Area Network, which approval shall not be unreasonably withheld, conditioned or delayed.

	•		Customer acknowledges and agrees that access to the IT&S Wide Area Network may be temporarily terminated at IT&S’ sole discretion (with notice to Customer) under the following circumstances:
	•		Customer engages in unauthorized use of the Wide Area Network as indicated in this Agreement;
	•		A Customer site generates a condition that interferes with the normal operation of the Wide Area Network, for example, without limitation, a hardware problem generating excessive network traffic or conflicting IP addresses are added to the network; or
	•		A non-Customer site generates a condition that interferes with the normal operation of the Wide Area Network and a Customer site is taken down as part of the process of identifying and remediating the problem.

With respect to any event caused other than by a malicious act of Customer or by unauthorized use of the Wide Area Network at a Customer Facility, IT&S will use its reasonable best efforts to ensure that access to the Wide Area Network is restored in a timely manner. With respect to any event caused by a malicious act or the unauthorized use of the Wide Area Network, access will be restored to the specific area in which the malicious act of the unauthorized use occurred when IT&S has received reasonable assurance from Customer that repeat acts or

unauthorized use will not occur, but all access will be restored to all other areas as if the event had been caused by another type of event. IT&S will determine assurance in its reasonable discretion, recognizing that an interruption in service is likely to cause substantial harm.

          (b) Subject to the terms in each of the licenses for Third-Party Software granted to IT&S and as set forth elsewhere in this Agreement, IT&S grants to Customer, for the Term of this Agreement, a non-transferable, non-exclusive license to use the Software as contemplated in this Agreement. In this context, “use” includes use by Customer, its Facilities, Contract Entities and/or Affiliates and medical service providers accessing directly or remotely the Software in the manner permitted by such Software and the Documentation.

          (c) Customer shall have no rights to the Software or to information (other than Customer Data) obtained from the Wide Area Network or the Atlas System not expressly granted under this Agreement. Without limiting the generality of the foregoing, Customer shall have no right to (i) alter the Software, (ii) create derivative works, (iii) distribute or sublicense the Software copies to third parties, (iv) incorporate additional software into the Software at the operating system or any other level, (v) incorporate the Software into any publicly available data base or (vi) reproduce the Software without IT&S’ prior written consent, which consent will not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, at Customer’s reasonable request, IT&S will work with Customer and Customer’s contractors from time to time to add software which will load or extract data from the Software and/or supplement the Meditech software (for example, to add the Iatric interface to provide information from the System to the electronic medical record).

          (d) Nothing herein shall be deemed to grant to Customer any ownership interest in the Software.

          (e) Customer shall not use the Software for any purpose other than as specifically permitted by this Agreement. Customer shall not alter or delete any copyright or other proprietary notices in the Software.

          (f) Customer shall have the right to copy Documentation to support use of the Software.

     5.  Equipment, Installation .

          (a) If Customer purchases a