Implementation Work. Clinical Architecture shall perform the initial installation of the Software (or applicable components of the Software) in a cloud instance on the Hardware (the “Cloud Installation”) for which Buyer shall pay the “Cloud Installation Fee” set forth in Exhibit A-3. The Hardware may be subject to the additional terms and conditions dependent on the cloud hosting service utilised by Clinical Architecture (the “Cloud Host”). ▇▇▇▇▇ acknowledges and agrees that Clinical Architecture shall not be liable for any downtime attributable to the Cloud Host. Thereafter, Buyer will have primary responsibility for the migration, training, and implementation of the Software (“Implementation”), including, if permitted by the Licenced Use, integration with the Licenced Applications and/or within End Users’ environments and pursuant to each applicable ▇▇▇▇ (as such term is defined in Section 2.5). Should Buyer request Clinical Architecture’s assistance with Implementation, Clinical Architecture may, at Clinical Architecture’s option, provide skilled resources to assist in such Implementation. Implementation services provided by Clinical Architecture shall be deemed to be Additional Work, be subject to a Statement of Work (as such term is defined in Section 2.4.7), and the fees associated therewith shall be as set forth in Exhibit A-6 (“Implementation Fees” which shall be deemed to be Work Fees). Buyer shall, in a timely manner, obtain and provide to Clinical Architecture, such data, Buyer infrastructure access and use, information, materials, third-party and internal consents and approvals, and other cooperation and support as is reasonably requested by Clinical Architecture in connection with Implementation. Clinical Architecture may access and use Buyer’s software, equipment, and systems via remote access in connection with Implementation and Update Work. Before the Software is used in a live production environment, Buyer shall: (a) make independent decisions about system settings and configurations based upon Buyer’s needs; and (b) reach an independent determination that the Software, as implemented, is appropriate for live production use.
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Sources: Software Licence Agreement, Software Licence Agreement