Common use of Licensed Facilities Clause in Contracts

Licensed Facilities. The license to use the Software, Hardware and Services (as applicable) and otherwise exercise your license rights hereunder is extended to those majority owned hospitals and healthcare facilities controlled by or under common control with you (each a “Licensed Facility”). You are responsible for the performance of each Licensed Facility in connection with the Licensed Facility’s use of the Imprivata Software, Hardware and Services (as applicable), and guarantee each Licensed Facility’s full and faithful compliance with the terms of the Agreement. For purposes of the foregoing, “control” means the ownership of (i) greater than fifty percent (50%) of the voting power to elect directors of the hospital and/or healthcare facility, or (ii) greater than fifty percent (50%) of the ownership interest in the hospital and/or healthcare facility. You acknowledge and agree that the number of Users and other metrics, as may be applicable, of each Licensed Facility will be included when measuring license compliance (including incremental license fees, if applicable) under the provisions of this Agreement.