Information System Access. 4.1 During the term of this Agreement and subject to the terms herein, Client may use password(s) and identification number(s) provided by Cardinal Health to remotely access Client's data maintained on Cardinal Health's web enabled Operating System Base and certain support services associated therewith, as further set forth in the Operating Guidelines (collectively, the "SYSTEM") provided that such access is used solely by Client's employees and for Client's own internal business purposes. Client shall use that access solely to access Client's data and shall not access or attempt to access any other data, systems or software. Client shall be responsible for all use of the passwords and identification elements and shall ensure that they are used solely to effect the limited access authorized herein. The limited license to access the System granted herein does not include the right to copy, download or otherwise use any software or non-Client data maintained on the System. 4.2 The System shall be made available to Client at the fees set forth in the Fee Schedule. If Cardinal Health agrees to perform any custom enhancements to the System requested by Client, such customization services shall be billed separately based on an hourly rate set forth in the Fee Schedule (as defined in Section 5) and prior to such performance Cardinal Health shall notify Client of any related increase in the periodic fees hereunder relative to the ongoing support of the customizations. 4.3 During the term of this Agreement, Cardinal Health shall employ reasonable security measures and policies designed to safeguard the integrity, accessibility, and confidentiality of Client's data resident on the System and establish and maintain reasonable disaster and emergency recovery plans designed to minimize disruption from System operation interruptions. 4.4 Client shall not reverse engineer, reverse assemble, decompile, create derivative works, modify, or otherwise attempt to derive the source code of any software on the System or copy, download, modify, or create derivative works of such software. Also, Client shall not permit access to the System or related documentation to any other person or entity. The System and all parts thereof, in all of their tangible and intangible manifestations, all existing or new enhancements, developments, derivative works, and other modifications to the System (or any part thereof), and all related proprietary rights, are and shall remain the exclusive property of Cardinal Health. 4.5 THE SYSTEM, THE SOFTWARE THEREON AND ANY RESULTS OBTAINED THEREFROM ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. CARDINAL HEALTH MAKES NO REPRESENTATIONS OR WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING DIRECTLY OR INDIRECTLY TO THE SYSTEM OR ANY PART THEREOF INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. 4.6 Cardinal Health shall use reasonable efforts to make the System available for access twenty-four (24) hours a day, seven (7) days a week absent scheduled and emergency maintenance periods. 4.7 Notwithstanding anything to the contrary, in the event of Client's breach of any of Cardinal Health's security policies or of the confidentiality provisions in this Agreement, Cardinal Health may revoke or suspend any or all passwords and identification numbers provided to Client hereunder.
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Sources: Exclusive Distribution Agreement (Adams Laboratories, Inc.), Exclusive Distribution Agreement (Adams Respiratory Therapeutics, Inc.)
Information System Access. 4.1 During the term of this Agreement and subject to the terms herein, Client may use password(s) and identification number(s) provided by Cardinal Health to remotely access Client's ’s data maintained on Cardinal Health's ’s web enabled Operating System Base and certain support services associated therewith, as further set forth in the Operating Guidelines (collectively, the "SYSTEM"“System”) provided that such access is used solely by Client's ’s employees and contractors and for Client's ’s own internal business purposes. Client shall use that access solely to access Client's ’s data and shall not access or attempt to access any other data, systems or software. Client shall be responsible for all use of the passwords and identification elements by its employees and contractors and shall ensure that they are used solely to effect the limited access authorized herein. The limited license to access the System granted herein does not include the right to copy, download or otherwise use any software or non-Client data maintained on the System.
4.2 The System shall be made available to Client at the fees set forth in the Fee Schedule. If Cardinal Health agrees to perform any custom enhancements to the System requested by Client, such customization services shall be billed (i) performed pursuant to a mutually agreed-upon Statement of Work (“SOW”) that sets forth, among other things, the specifications and timeline for performance and (ii) invoiced separately pursuant to the terms set forth in Section 5.2 based on an hourly rate set forth in the Fee Schedule (as defined in Section 55.1) and and, prior to such performance performance, (a) Cardinal Health shall notify Client of any related increase in the periodic fees hereunder relative to the ongoing support of the customizationscustomization and (b) if Client agrees to such fees, the Parties shall amend the Fee Schedule in writing and the new fees shall become effective upon the completion of the customization pursuant to the SOW, provided, however, that if Client does not agree to such fees the customization shall not be made available to Client.
4.3 During the Initial Term and any renewal term of this Agreementthereafter, Cardinal Health shall (i) employ reasonable security measures and policies designed to safeguard the integrity, accessibility, and confidentiality of Client's ’s data resident on the System that are at least equivalent to those employed by Cardinal Health to safeguard the integrity, accessibility and confidentiality of its own information on the System, and (ii) establish and maintain reasonable disaster and emergency recovery plans designed to ***Confidential treatment has been requested as to certain portions of this agreement. Such omitted confidential information has been designated by asterisks and has been filed separately with the Securities and Exchange Commission*** minimize disruption from System operation interruptions that are at least equivalent to those employed by Cardinal Health to minimize disruption to Cardinal Health from System operation interruptions. Cardinal Health shall back up Client data on a daily basis and provide Client data to Client on a mutually agreeable basis.
4.4 Client shall not reverse engineer, reverse assemble, decompile, create derivative works, modify, or otherwise attempt to derive the source code of any software on the System System, or copy, download, modify, or create derivative works of such software. Also, Client shall not permit access to the System or related documentation to any other person or entityentity other than Client’s employees and contractors. The System and all parts thereof, in all of their tangible and intangible manifestations, all existing or new enhancements, developments, derivative works, and other modifications to the System (or any part thereof), and all related proprietary rights, are and shall remain the exclusive property of Cardinal HealthHealth (except for Client data residing therein, which at all times shall remain Client’s property and Confidential Information).
4.5 THE SYSTEM, THE SOFTWARE THEREON AND ANY RESULTS OBTAINED THEREFROM ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. CARDINAL HEALTH MAKES NO REPRESENTATIONS OR WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING DIRECTLY OR INDIRECTLY TO THE SYSTEM OR ANY PART THEREOF INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
4.6 Cardinal Health shall use reasonable efforts to make the System available for access twenty-four (24) hours a day, seven (7) days a week absent scheduled and emergency maintenance periods.
4.7 Notwithstanding anything to the contrary, in the event of Client's breach of any of Cardinal Health's security policies or of the confidentiality provisions in this Agreement, Cardinal Health may revoke or suspend any or all passwords and identification numbers provided to Client hereunder.
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