Preferred Partners. (a) Unless otherwise provided in the applicable Product Schedule, and subject to the last sentence of this Section 2.11(a), a Party shall market to its Eligible Prospects, until the applicable Prospect Expiration Date, the other’s Products and Services as the preferred solutions for the applicable product and service lines and may sell any competing or alternative products to a customer only if the Products and Services do not meet the technical requirements of such Eligible Prospect or if the Eligible Prospect demands a competing or alternative product or service. Notwithstanding the foregoing, the rights granted in this Section 2.11 shall not apply to the extent the reselling Party or its Affiliates has internally developed, is developing or chooses to develop its or their own product or service that can provide comparable functionality to the other Party’s Products or Services. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (b) Beginning 60 days after [***] (“Exclusivity Date”) for all net new opportunities with respect to medical device integration products similar to DeviceConX, [***] or other similar products (each a “New Opportunity”) but subject to (i) the exceptions noted below with respect to Existing [***] Customers and (ii) DeviceConX being comparable with respect to material features and functionality to similar medical device integration products and services, NantHealth’s DeviceConX family of products and services (as may be renamed and updated from time to time) will be the exclusive medical device integration products and services marketed, offered, sold and distributed by Allscripts and its Affiliates to customers and potential customers that have not, as of such time, already purchased a [***] medical device integration product or service from Allscripts or its Affiliates or not a New Opportunity (“Existing [***] Customers”). Except as necessary for Allscripts to meet its obligations to the Existing [***] Customers, Allscripts further agrees that, during the Term, [***]. Notwithstanding anything to the contrary in the foregoing, Allscripts’ exclusivity commitment would not apply to any Allscripts Prospect whom NantHealth rejects in accordance with this Agreement. (c) To the extent the Allscripts Products or Allscripts Services have functionality that are appropriate for a Managed Services Offering (e.g., Bank of America), then, for such functionality, during the Term such Allscripts Products and Allscripts Services (as may be renamed and updated from time to time) will be the exclusive products and services marketed, sold or otherwise distributed by NantHealth and its Affiliates as part of the Managed Service Offering except where NantHealth or any of its Affiliates internally has, is developing or chooses to develop its own product or service that can provide comparable functionality (including, for the avoidance of doubt, products and services of businesses or entities that NantHealth may acquire from time to time, such as the healthcare solutions business group of ▇▇▇▇▇▇ Corporation). To the extent reasonably necessary, Allscripts agrees to make changes to its ▇▇▇▇ in order to align its terms and the licenses granted thereunder with the particular Managed Service Offering. Notwithstanding anything to the contrary in the foregoing, NantHealth’s exclusivity commitment shall not apply to (i) any NantHealth Prospect whom Allscripts rejects in accordance with this Agreement or (ii) any NantHealth Prospect with respect to whom NantHealth, acting reasonably, requests a price reduction for the Allscripts Products and Allscripts Services to be comparable to a competitive third party product and service, and Allscripts declines to provide such price reduction. (d) During the one (1) year period following the Effective Date (the “Special Exclusivity Period”), for all net new NantHealth sales opportunities that require functionality that is provided by one of the Allscripts Products listed below in this Section 2.11(d) (each a “New NantHealth Opportunity”), provided such Allscripts Product is comparable with respect to material features and functionality to similar third party products, such Allscripts Product will be the exclusive product marketed, sold or otherwise distributed by NantHealth and its Affiliates to such New NantHealth Opportunity for such required functionality, except where NantHealth or its Affiliates internally has, is developing or chooses to develop its own product or service that can provide comparable functionality (including, for the avoidance of doubt, products and services of businesses or entities that NantHealth may acquire from time to time, such as the healthcare solutions business group of ▇▇▇▇▇▇ Corporation). Notwithstanding anything to the contrary in the foregoing, NantHealth’s exclusivity commitment shall not apply to any NantHealth Prospect whom Allscripts rejects in accordance with this Agreement. The Allscripts Products that are subject to the exclusivity commitment made under this Section 2.11(d) are Follow My Health, Care Director, EPSi and dbMotion. Further, the Parties agree that the Special Exclusivity Period shall automatically renew for additional one (1) years periods unless either party provides at least six (6) months prior written notice of its intent not to renew. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. [***] (e) On an exception basis, in the event an actual or prospective client of a Party requires that such Party joint develop with, or resell the products of, a competitor of the other Party in violation of this Section 2.11, then, upon notice to the other Party’s representative, such Party may do so notwithstanding the fact that such activities would otherwise violate this Section 2.11.
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Preferred Partners. (a) Unless otherwise provided in the applicable Product Schedule, and subject to the last sentence of this Section 2.11(a), a Party shall market to its Eligible Prospects, until the applicable Prospect Expiration Date, the other’s Products and Services as the preferred solutions for the applicable product and service lines and may sell any competing or alternative products to a customer only if the Products and Services do not meet the technical requirements of such Eligible Prospect or if the Eligible Prospect demands a competing or alternative product or service. Notwithstanding the foregoing, the rights granted in this Section 2.11 shall not apply to the extent the reselling Party or its Affiliates has internally developed, is developing or chooses to develop its or their own product or service that can provide comparable functionality to the other Party’s Products or Services. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
(b) Beginning 60 days after [***] (“Exclusivity Date”) for all net new opportunities with respect to medical device integration products similar to DeviceConX, [***] or other similar products (each a “New Opportunity”) but subject to (i) the exceptions noted below with respect to Existing [***] Customers and (ii) DeviceConX being comparable with respect to material features and functionality to similar medical device integration products and services, NantHealth’s DeviceConX family of products and services (as may be renamed and updated from time to time) will be the exclusive medical device integration products and services marketed, offered, sold and distributed by Allscripts and its Affiliates to customers and potential customers that have not, as of such time, already purchased a [***] medical device integration product or service from Allscripts or its Affiliates or not a New Opportunity (“Existing [***] Customers”). Except as necessary for Allscripts to meet its obligations to the Existing [***] Customers, Allscripts further agrees that, during the Term, [***]. Notwithstanding anything to the contrary in the foregoing, Allscripts’ exclusivity commitment would not apply to any Allscripts Prospect whom NantHealth rejects in accordance with this Agreement.
(c) To the extent the Allscripts Products or Allscripts Services have functionality that are appropriate for a Managed Services Offering (e.g., Bank of America), then, for such functionality, during the Term such Allscripts Products and Allscripts Services (as may be renamed and updated from time to time) will be the exclusive products and services marketed, sold or otherwise distributed by NantHealth and its Affiliates as part of the Managed Service Offering except where NantHealth or any of its Affiliates internally has, is developing or chooses to develop its own product or service that can provide comparable functionality (including, for the avoidance of doubt, products and services of businesses or entities that NantHealth may acquire from time to time, such as the healthcare solutions business group of ▇▇▇▇▇▇ Corporation). To the extent reasonably necessary, Allscripts agrees to make changes to its ▇▇▇▇ in order to align its terms and the licenses granted thereunder with the particular Managed Service Offering. Notwithstanding anything to the contrary in the foregoing, NantHealth’s exclusivity commitment shall not apply to (i) any NantHealth Prospect whom Allscripts rejects in accordance with this Agreement or (ii) any NantHealth Prospect with respect to whom NantHealth, acting reasonably, requests a price reduction for the Allscripts Products and Allscripts Services to be comparable to a competitive third party product and service, and Allscripts declines to provide such price reduction.
(d) During the one (1) year period following the Effective Date (the “Special Exclusivity Period”), for all net new NantHealth sales opportunities that require functionality that is provided by one of the Allscripts Products listed below in this Section 2.11(d) (each a “New NantHealth Opportunity”), provided such Allscripts Product is comparable with respect to material features and functionality to similar third party products, such Allscripts Product will be the exclusive product marketed, sold or otherwise distributed by NantHealth and its Affiliates to such New NantHealth Opportunity for such required functionality, except where NantHealth or its Affiliates internally has, is developing or chooses to develop its own product or service that can provide comparable functionality (including, for the avoidance of doubt, products and services of businesses or entities that NantHealth may acquire from time to time, such as the healthcare solutions business group of ▇▇▇▇▇▇ Corporation). Notwithstanding anything to the contrary in the foregoing, NantHealth’s exclusivity commitment shall not apply to any NantHealth Prospect whom Allscripts rejects in accordance with this Agreement. The Allscripts Products that are subject to the exclusivity commitment made under this Section 2.11(d) are Follow My Health, Care Director, EPSi and dbMotion. Further, the Parties agree that the Special Exclusivity Period shall automatically renew for additional one (1) years periods unless either party provides at least six (6) months prior written notice of its intent not to renew. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. [***]
(e) On an exception basis, in the event an actual or prospective client of a Party requires that such Party joint develop with, or resell the products of, a competitor of the other Party in violation of this Section 2.11, then, upon notice to the other Party’s representative, such Party may do so notwithstanding the fact that such activities would otherwise violate this Section 2.11.
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Sources: Mutual License and Reseller Agreement (Nant Health, LLC)