TxConnect Services Schedule

This TxConnect Services Schedule (“Service Schedule”) supplements and is incorporated by reference into the Master Services Agreement https://thinkresearch.com/ca/company-overview/msa/. This Service Schedule and its Attachments are effective so long as there is an active Order Form. Unless otherwise defined in this Service Schedule, capitalized terms will have the meaning given to them in the Agreement.

1. License. Think Research grants to the Licensee for the Term a non-exclusive, non-transferable license to TxConnect and the TxConnect Reference Library (“Reference Library”). 
   1. The Licensee shall:
      1. use the Think Research’s evidence-based, standardized modular order set format (the “Format”) for all order sets approved for clinical use by the Licensee;
      2. store all clinical documents derived from the Think Research’s Reference Libraries within TxConnect, that are approved for clinical use by the Licensee within TxConnect to make them available as a shared resource to the Think Research’s other licensees through TxConnect’s collaborative libraries; and
      3. have no other order set project other than the order set licensed hereint, have only one order set committee, and one order set Format.
2. Ownership and Intellectual Property.
   1. 1. Think Research acknowledges that in order to use TxConnect, the Licensee may upload to TxConnect content that it owns, had access to, and/or otherwise dealt with for itself, prior to the Effective Date (the “Uploaded Content”).  Subject to subsection 2.1.3 below, the Licensee will at all times be and remain the sole and exclusive owner of the Uploaded Content.
      2. Subject to Section 2.1.6 of this Schedule, the Think Research shall not use the Uploaded Content, other than to provide TxConnect to the Licensee and to provide collaborative libraries of content to Clients, and agrees not to sell, resell, rent, assign or transfer any Uploaded Content other than as provided for under this Services Schedule.
      3. The Uploaded Content and order sets and other documents or content generated by the Licensee through the lawful use of TxConnect and stored in the Licensee User Library (the “Licensee Posted Content”) are the property of the Licensee and the Licensee hereby grants to the Think Research a royalty free right to use, in perpetuity, the Licensee Posted Content for Clients in connection with such Clients using TxConnect’s collaborative libraries.
      4. The Licensee agrees that the Licensee Posted Content and any order sets or other documents or content generated through the use of TxConnect may only be used for the Licensee’s normal internal business purposes and for no other purpose.  The Licensee may not sell, resell, rent, assign, transfer or pursue any other commercial activity, other than its normal internal business activity with respect to the Licensee Posted Content or any order sets, documents or other content generated through the use of TxConnect.
      5. Subject to subsections 2.1.1 and 2.1.3, Think Research will own, at all times, all right, title and interest in and to TxConnect, the web pages contained thereunder, the database developed in connection with TxConnect, all order sets and other content contained in the Reference Libraries, and all copyright and/or intellectual property in and to the foregoing, with the exception of the Uploaded Content and Licensee Posted Content.  The Licensee acknowledges that copyright subsists in the documents within the Reference Libraries, that ownership of the copyright vests exclusively in the Think Research, and that but for the grant of rights to the Licensee in this Agreement, production, reproduction or publication of such copyrighted material or any translation thereof would infringe the copyright of the Think Research.
      6. The Licensee acknowledges and agrees that TxConnect, the Reference Libraries and the Format contain the Think Research’s proprietary and Confidential Information and the unauthorized copying, use, disclosure, access or disposition of such Confidential Information, including commercial use or disclosure to a competitor of the Think Research will cause irreparable injury to the Think Research.
      7. The Licensee has the sole right to decide whether to use any order sets or other content made available to it by the Think Research.  The Licensee will not permit any Authorized Users or other persons to use any order sets in clinical practice unless such order sets have first been approved for clinical use by the Licensee.  The Licensee may, at its own discretion, modify the content of any order set, order set methodology or other content that is provided by the Think Research through TxConnect; provided, however, and without limiting Section 14, that the Licensee remains solely responsible and liable for the use of or any changes it makes to such content.
3. The Licensee acknowledges that information added by Think Research’s other clients, their directors, officers, affiliates, employees, contractors, agents and representatives (collectively the “Clients”) in Think Research’s Reference Libraries accessible through the Licensed Product does not constitute diagnostic or treatment recommendations for individual patients or groups of patients.  The Licensee hereby releases and forever discharges the Clients of and from all manner of Claims against Clients which the Licensee ever had, now has or hereafter can, shall or may have for or by reason of the use of or omission to use any information provided by Clients.