developer portal terms of use and FHIR API LICENSE AGREEMENT
THIS DEVELOPER PORTAL TERMS OF USE AND FHIR API LICENSE AGREEMENT (the “Agreement”) is a legal agreement between you (either as an individual or on behalf of an entity) (“Developer”) and Allscripts Healthcare, LLC, a North Carolina limited liability company with an office at 222 Merchandise Plaza, Suite 2024, Chicago, IL 60654 (“Allscripts”) (each of Developer and Allscripts, a “Party” and together, the “Parties”).
Article 1 LICENSES AND RESTRICTIONS
(a) Subject to Developer’s compliance with the restrictions set forth in this Article 1, Allscripts hereby grants to Developer a limited, nonexclusive, nonsublicensable, nontransferable, royalty-free license during the Term to use and copy the Allscripts SDK and to modify the Sample Code and Included Code as necessary (i) to create and test FHIR Apps, (ii) to demonstrate FHIR Apps to potential customers; and (iii) to distribute FHIR Apps pursuant to a EULA.
(b) Developer acknowledges and agrees that (i) Allscripts may modify the Allscripts SDK at any time in Allscripts’ sole discretion and (ii) future versions of the Allscripts SDK may not permit the operation of, or otherwise be compatible with, any Developer App created hereunder.
1.2 No Reverse Engineering. Developer shall not decompile, extract, translate, decrypt, disassemble, or otherwise reverse engineer any portion of the Allscripts SDK or any Associated Allscripts Software, or attempt to do any of the foregoing, except to the extent that such activity is expressly permitted by applicable law (despite a contractual prohibition on such activity), in which case Developer shall give Allscripts a detailed, written notice at least 30 days prior to engaging in such activity that describes the nature and extent of the contemplated activity.
1.3 Developer Contractors. Developer may use third-party independent contractors (“Contractors”) to create FHIR Apps in accordance herewith, provided that such use is pursuant to a written, binding agreement between Contractor and Developer that is at least as protective of Allscripts’ rights in the Allscripts SDK, the Associated Allscripts Software, and Allscripts’ Confidential Information as this Agreement (such agreement between Contractor and Developer, the “Contractor Agreement”). Developer shall ensure that each Contractor fully complies with its Contractor Agreement, and Developer shall be liable to Allscripts for any breach by Contractor thereof.
1.4 Other Restrictions. Developer shall not:
(a) except as expressly licensed herein, (i) use, copy, modify, create derivative works of, display, or distribute any portion of the Allscripts SDK for any purpose; nor (ii) authorize or permit any third party to do any of the foregoing;
(b) except as expressly permitted by Section 1.1(a), license or distribute any Developer App to any third party or authorize or permit any third party to do the same;
(c) permit any lien, security interest or other encumbrance to attach to the Allscripts SDK or any portion thereof;
(d) remove, alter, add, or obscure any intellectual property or other proprietary notice or other notice included in the Allscripts SDK;
(e) except as expressly permitted by Section 1.1(a), use any portion of the Allscripts SDK to provide, or to assist in or further the provision of, any data processing, outsourcing, time sharing, or service bureau services, or any other services for the benefit of any third party;
(f) use any portion of the Allscripts SDK or any Developer App for any unlawful or illegal activity;
(g) use any portion of the Allscripts SDK or any Developer App to disrupt, damage, interfere with or access in an unauthorized manner any server, network or other property or service of any person or entity;
(h) install or use any portion of the Allscripts SDK on equipment located in, transmit or otherwise distribute any portion of the Allscripts SDK to, or access any portion of the Allscripts SDK from any country other than those countries that are parties to the Berne Convention for the Protection of Literary and Artistic Works; or
(i) use the Allscripts SDK, any Developer App or any Allscripts Confidential Information to benchmark or monitor the availability, performance or functionality of the Allscripts SDK or any Associated Allscripts Software.
1.5 Allscripts Ownership. The Allscripts SDK is licensed, not sold, to Developer. Developer acknowledges and agrees that, as between the Parties, Allscripts is the sole owner of all right, title, and interest in and to the Allscripts SDK, the Associated Allscripts Software and Allscripts Confidential Information, including all Intellectual Property Rights therein and thereto. No rights or licenses are granted by Allscripts other than those rights expressly granted in this Agreement, and Allscripts reserves all rights not expressly granted. Developer shall immediately notify Allscripts of any known unauthorized access or use of any portion of the Allscripts SDK, Allscripts’ Confidential Information or the Associated Allscripts Software. Developer shall cooperate with Allscripts’ reasonable efforts to protect its intellectual property and other rights in and to the Allscripts SDK, Allscripts’ Confidential Information and the Associated Allscripts Software. Allscripts shall have, and Developer hereby grants to Allscripts, a nonexclusive, worldwide, irrevocable, perpetual, royalty-free, transferable and sublicensable license to use in any manner and for any purpose any feedback, suggestions, recommendations, or information (collectively, “Feedback”) provided by Developer related to the Allscripts SDK, Allscripts’ Confidential Information or the Associated Allscripts Software. Developer has no obligation to provide any Feedback.
Article 2 WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY
2.1 Organization; Authority. Developer represents and warrants that it has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
2.2 Disclaimers. THE ALLSCRIPTS SDK AND ALLSCRIPTS CONFIDENTIAL INFORMATION ARE PROVIDED “AS-IS” AND WITHOUT ANY WARRANTY WHATSOEVER. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALLSCRIPTS HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
2.3 Indemnity. Developer shall defend, indemnify, and hold Allscripts harmless from and against all loss, cost, liability, damage and expense (including attorneys’ fees) arising out of or in connection with (a) any breach by Developer of this Agreement; (b) any use by Developer of the Allscripts SDK or Allscripts Confidential Information, including any infringement by any Developer App of any third-party Intellectual Property Rights; or (c) any damage caused to any IT environment by Developer or any Developer App.
2.4 LIMITATION OF LIABILITY. IN NO EVENT WILL ALLSCRIPTS BE LIABLE TO DEVELOPER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, ENHANCED OR EXEMPLARY DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE OR ALLSCRIPTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ALLSCRIPTS’ LIABILITY HEREUNDER EXCEED US$100. THESE LIMITATIONS WILL SURVIVE AND APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
Article 3 CONFIDENTIALITY
3.1 Protected Health Information. Developer shall not submit or make available to Allscripts any Protected Health Information (as defined under Health Insurance Portability and Accountability Act of 1996 (as amended)).
3.2 Confidentiality Obligations. Developer shall treat as confidential all of Allscripts’ Confidential Information and shall not disclose the same to any third party or use the same except as expressly permitted under this Agreement. Without limiting the foregoing, Developer shall use at least the same degree of care which it uses to prevent the disclosure of its own most confidential information, but in no event with less than reasonable care, to prevent the disclosure of Allscripts’ Confidential Information.
3.3 Compelled Disclosure. If Allscripts’ Confidential Information must be disclosed by Developer pursuant to the order or requirement of a court, administrative agency, or other governmental body, Developer shall (a) provide prompt notice thereof to Allscripts and (b) use its best efforts to obtain a protective order or otherwise prevent public disclosure of such information.
3.4 Remedies. Unauthorized use of Allscripts’ Confidential Information will diminish the value of such information. Therefore, if Developer breaches any of its obligations with respect to confidentiality or use of Allscripts’ Confidential Information hereunder, Allscripts shall be entitled to seek equitable relief to protect its interest therein, including but not limited to injunctive relief, as well as money damages.
Article 4 TERM AND TERMINATION
4.1 Term. This Agreement shall commence on the Effective Date and continue until terminated in accordance herewith (such time period, the “Term”).
4.2 Termination for Critical Security Issue. In the event that Allscripts reasonably believes that a Critical Security Issue exists with respect to any FHIR App that has been distributed by Developer, Allscripts may provide Developer with written notice (a “CSI Notice”) thereof. Following Developer’s receipt of any CSI Notice:
(a) Developer shall diligently work to remedy the Critical Security Issue;
(b) Allscripts may notify end users of Associated Allscripts Software that Allscripts believes it has identified a Critical Security Issue and Developer is working to remedy the same;
(c) Allscripts may disable the operation of the relevant FHIR App until the Critical Security Issue is remedied to Allscripts’ reasonable satisfaction; and
(d) if the Critical Security Issue is not remedied to Allscripts’ reasonable satisfaction within 30 days of Allscripts’ issuance of the CSI Notice, Allscripts may terminate this Agreement upon written notice to Developer.
4.3 Termination for Breach. Either Party may at any time terminate this Agreement upon written notice to the other Party in case of such other Party’s material breach hereof; provided that, in the case that Developer has then distributed FHIR Apps to Clients in accordance herewith, this Agreement may only be terminated by Allscripts upon written notice to Developer if Developer’s material breach remains uncured for 30 days following Allscripts’ written notice of such breach; and provided further that if, during such 30-day period, Developer provides Allscripts with written notice of (i) the identities of Clients to whom FHIR Apps have been distributed hereunder and (ii) the respective term of each such Client’s FHIR App license agreement, then this Agreement shall not terminate with respect to Developer’s support and maintenance services for each such Client until the expiration of the relevant term.
4.4 Termination for Convenience. Developer may terminate this Agreement for any reason or no reason, which termination shall be effective 15 days after delivery of notice to Allscripts of such termination.
4.5 Effect of Termination. Immediately upon any termination of this Agreement, Developer shall cease all access to and use of the Allscripts SDK and all Allscripts Confidential Information, and either return to Allscripts or destroy all materials constituting or including the same, and any and all copies and portions of the foregoing (and certify in writing any such destruction to Allscripts, upon request). Termination of this Agreement will not limit any of Allscripts’ rights or remedies against Developer at law or equity. Allscripts shall have no liability to Developer as a result of any termination of this Agreement that is made in accordance with its terms.
4.6 Survival. The provisions of Sections and Articles 1.2, 1.4, 1.5 and 2-5 of this Agreement shall survive any termination of this Agreement.
Article 5 GENERAL PROVISIONS
5.1 Governing Law and Jurisdiction. This Agreement will be governed by, construed and enforced in accordance with the laws of the state of Illinois, without reference to conflict of laws principles. Any disputes arising out of this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois, each Party hereby consents to the jurisdiction of such courts, and neither Party shall bring any action hereunder in any other court. The Parties hereby disclaim and exclude the application hereto of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.
5.2 Compliance with Applicable Laws. Developer shall strictly comply with all applicable laws, regulations and governmental orders in the exercise of its rights and the performance of its obligations under this Agreement. Such laws and regulations include but are not limited to the Health Information Portability and Accountability Act (HIPAA) and its implementing regulations, and the Federal Trade Commission (FTC) Act.
5.3 Publicity. Developer shall not issue any press release or publicity regarding this Agreement or its relationship with Allscripts hereunder, or otherwise use in advertising, publicity or otherwise the name or any trademark or servicemark of Allscripts or any affiliate of Allscripts, without obtaining Allscripts’ prior written consent.
5.4 Binding Effect. This Agreement will be binding upon and inure to the benefit of the Parties hereto, their successors, and permitted assigns.
5.5 Amendments. No modification of, or amendment to, this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by an authorized representative of both Parties.
5.6 Partial Invalidity. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect, and the Parties shall negotiate in good faith a substitute, valid, and enforceable provision that most nearly reflects the Parties’ intent in entering into this Agreement.
5.7 No Waiver. No waiver of any term or condition of this Agreement will be valid or binding on either Party unless the same will have been mutually assented to in writing by an officer of both Parties. The failure of either Party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other Party of any of the provisions of this Agreement, will in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of either Party to enforce each and every such provision thereafter.
5.8 Data Collection. Developer acknowledges and agrees that Allscripts may collect and use for any purpose data arising from Developer’s use of the Allscripts SDK, including usage statistics, unique identifiers, associated IP addresses, version numbers of relevant software, and information on which tools and services in the Allscripts SDK are being used and how they are being used.
5.9 Construction. The titles and section headings used in this Agreement are for ease of reference only and shall not be used in the interpretation or construction of this Agreement. No rule of construction resolving any ambiguity in favor of the non-drafting Party shall be applied hereto. The word “including”, when used in this Agreement, is illustrative rather than exclusive and means “including, without limitation.” References herein to “Sections” and “Articles” refer to the sections and articles of this Agreement.
5.10 Entire Agreement. This Agreement and its Exhibits, which are incorporated herein by reference, sets forth the entire agreement and understanding of the Parties relating to the subject matter herein and supersedes all prior and contemporaneous communications, representations, discussions, and agreements between the Parties with respect to such subject matter.
5.11 Assignment. Developer may not and shall not assign or delegate this Agreement or any of its licenses, rights, or duties under this Agreement without the prior written consent of Allscripts, by operation of law or otherwise, and any purported assignment shall be void and of no force or effect. A change in control shall be considered an assignment for the purposes of this Section. Allscripts may freely assign or delegate this Agreement or any of its licenses, rights, or duties hereunder in Allscripts’ sole discretion.
5.12 Notices. Any notice or other communication required or permitted to be delivered hereunder must be in writing and sent by reasonable means to the address of the recipient first written above. In the case of notices sent to Allscripts, such notices must be conspicuously addressed to the attention of the “Allscripts Developer Program.” Such notice will be deemed to have been given when delivered, or, if delivery is not accomplished as a result of some action or inaction by the recipient, when tendered.
5.13 Federal Government License.
(a) This Section only applies when Developer is the United States government or an agency thereof.
(b) Portions of the software and other materials licensed hereunder were developed at private expense and constitute and/or embody trade secrets or published copyrighted software. By accepting delivery of the software, the government hereby agrees that this software and the related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227-7202-1 through 227-7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (i) only as Commercial Items and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein, as provided in DFARS 227-7202-1(a) and 227-7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (Oct. 1988), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227-14 (Alt III), as applicable. The terms and conditions of this Agreement shall pertain to the government’s use and disclosure of the software, and shall supersede any conflicting contractual terms or conditions. If this Agreement fails to meet the government’s minimum needs or is inconsistent in any respect with federal procurement law, the government agrees to make no use of Allscripts’ software or other materials. The foregoing provision shall be deemed updated as necessary to reference successor provisions.
As used in this Agreement, the following capitalized terms shall have the following meanings:
“Allscripts SDK” means, collectively, (i) any software development kit provided or otherwise made available by Allscripts and (ii) any information in any form shared by Allscripts or otherwise provided by Allscripts, including Allscripts’ Confidential Information, Developer uses in connection with the development and testing of Developer Apps, including the SDK Documentation, the Included Code, the Sample Code, and all enhancements, error corrections, or other updates to any of the foregoing that Allscripts may in its sole discretion make available hereunder. For the avoidance of doubt, “Allscripts SDK” includes the FHIR API.
“Associated Allscripts Software” means Allscripts software with which a Developer App interoperates, including all versions thereof and updates and enhancements thereto.
“Client” means an end user of a FHIR App (a) that (i) has duly licensed the Associated Allscripts Software from Allscripts (or one of its corporate affiliates or authorized resellers) and (ii) has an active support contract for such Associated Allscripts Software with Allscripts (or one of its corporate affiliates or authorized resellers); and (b) that has been granted a license to such FHIR App by Developer in accordance with this Agreement
Confidential Information” means any information: (i) that is marked as “Confidential” or “Proprietary”, or that, if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential; or (ii) which is otherwise deemed to be confidential by the terms of this Agreement. The Allscripts SDK, the Associated Allscripts Software and any credentials for accessing any Allscripts site, server, software or service shall be considered Allscripts Confidential Information. Notwithstanding the foregoing, Confidential Information shall exclude information that Developer can demonstrate: (i) was independently developed by Developer without any use of Allscripts’ Confidential Information or by the Developer’s employees or other agents (or independent contractors hired by Developer) who have not been exposed to Allscripts’ Confidential Information; (ii) becomes known to the Developer, without restriction, from a source other than Allscripts that had no duty of confidentiality to Allscripts; (iii) was in the public domain at the time it was disclosed or becomes in the public domain through no act or omission of the Developer; or (iv) was rightfully known to the Developer, without restriction, at the time of disclosure.
“Critical Security Issue” means functionality or behavior that, in Allscripts’ reasonable discretion, (i) compromises patient confidentiality or safety or (ii) compromises the integrity or accessibility of patient data.
“Developer App” means a software program created using, or with reference to, the Allscripts SDK, which software program interoperates or exchanges or shares data (bi-directionally or uni-directionally) with any Associated Allscripts Software.
“EULA” means and end-user license agreement between Developer and a Client that meets the requirements attached hereto as Exhibit A.
“FHIR API” means that portion of the Allscripts SDK required to implement United States federal MU3 regulations and includes functionality related to logging into the EHR, searching for a patient, pulling patients that match certain criteria and pulling discrete data for a specific patient that includes conditions or problems, immunizations, medications, allergies, smoking status, medications ordered for the patient, lab results, vital signs, procedures, care team members, care plan assessments and plan of treatment, laboratory orders and testes, unique device identifiers for implantable devices, health goals, health concerns and pulling the complete patient record in the form of a C-CDA.
“FHIR APP” means a Developer App that is created using, or with reference to, only that portion of the Allscripts SDK comprising FHIR API calls.
“Included Code” means software made available to Developer pursuant to the Allscripts Developer Program that is plainly identified as being authorized for use in the development of a Developer App.
“Intellectual Property Rights” means all current and future worldwide common law and statutory rights, whether arising under the laws of the United States of America or any other state, country, jurisdiction, government, or public legal authority, in, to, or associated with (a) patents, patent applications, and invention disclosures; (b) copyrights, copyright registrations and applications therefor, moral rights, and mask work rights; (c) the protection of trade or industrial secrets or confidential information; (d) all other intellectual property rights and proprietary rights; (e) trademarks, servicemarks, and other designations of source or origin; (f) any analogous rights to those set forth above; (g) divisions, continuations, renewals, reissuances, and extensions of the foregoing (as applicable); and (h) rights to apply for, file for, certify, register, record, or perfect any of the foregoing.
“MU3” means the Meaningful Use Stage 3 program from the Centers for Medicare and Medicaid
“SDK Documentation” means data, files, installation and use instructions, and other documentation provided or made available by Allscripts hereunder.
“Sample Code” means source code made available to Developer pursuant to the Allscripts Developer Program for use with Web services or other functionality made available via the Allscripts SDK.
Allscripts FHIR API License 2017.1.docx
Exhibit A
End-User License Agreement Requirements
Each agreement Developer enters with a Client pursuant to which Developer distributes or provides to the Client, or authorizes the Client to access or use, a FHIR App must include binding provisions that incorporate and are fully consistent and comply with the terms set forth in these End-User License Agreement Requirements. Except as expressly provided below, Developer’s agreement with each Client must use the definitions provided in this Agreement for the capitalized terms set forth below. The agreement between Developer and Client shall not conflict with or modify (or be construed or interpreted to conflict with or modify): (a) Client’s license to the Associated Allscripts Software under Client’s applicable agreement with Allscripts or the applicable Allscripts affiliate or reseller, including any of the license’s prohibitions, restrictions, or limitations; or (b) this Agreement.
1. Definitions. Capitalized terms used in this Exhibit and not defined herein shall have the meanings therefor set forth in the body of the Agreement.
2. Supported Client Status. Client represents and warrants that it is (and at all times during the period of use of the FHIR App shall remain) a Client (as defined in the Agreement).
3. Client License. The FHIR App may only be used in conjunction with the Associated Allscripts Software. Client shall ensure that each of its authorized users fully complies with its end-user license agreement to the fullest extent they apply to Client. Client may not assign Client’s agreement with Developer to a third party except to the extent Client is permitted to assign Client’s applicable agreement with Allscripts or the applicable Allscripts affiliate or reseller.
4. Client Review. As among Client, Allscripts and Developer, Client is responsible for all decisions, acts, and omissions of any persons in connection with the delivery of medical care or other services to any patients. Before any FHIR App is placed into a live production environment, it is Client’s responsibility to review and test the FHIR App (in conjunction with the Associated Allscripts Software and all other associated materials, workflows, and other content), as implemented, make independent decisions about system settings and configuration based upon Client’s needs, practices, standards and environment, and reach its own independent determination that the FHIR App is appropriate for such live production use. Any such use by Client (or its authorized users) will constitute Client’s representation that it has complied with the foregoing. FHIR Apps designed for clinical use (“Clinical Apps”) are tools to assist Client and authorized users in the delivery of medical care, but should not be viewed as prescriptive or authoritative. Clinical Apps are not a substitute for, and Client shall ensure that each authorized user applies in conjunction with the use thereof, independent professional medical judgment. Clinical Apps are not designed for use, and Client shall not use them, in any system that provides medical care without the participation of properly trained personnel. Any live production use of Clinical Apps by Client (or its authorized users) will constitute Client’s acceptance of clinical responsibility for the use of such Clinical Apps.
5. No Allscripts Approval. Client acknowledges and agrees that Allscripts has not tested or determined that the FHIR App will interoperate with any particular release of the Associated Allscripts Software or with Client’s computing environment and infrastructure.
6. No Allscripts Liability. Client, for itself and each of its authorized users, acknowledges that Allscripts is not a party to the agreement between Developer and Client (but is a third-party beneficiary as provided in these terms); that Developer, and not Allscripts, is solely responsible for the FHIR App, the content thereof, and any other products and services Developer provides or performs with respect to the FHIR App; and that Allscripts has no liability whatsoever with respect to the FHIR App or any other products provided or services performed by Developer. Allscripts provides Client no representations, warranties, or promises with respect to any FHIR App and nothing in these terms (or elsewhere in the associated agreement(s) between Developer and Client) and nothing else shall create (expressly or by implication or otherwise) any of the foregoing. With respect to each FHIR App, Developer is solely responsible for (a) complying with all express warranties, (b) complying with all implied warranties, to the extent not expressly and effectively disclaimed, and (c) providing any and all contracted support services and correcting and addressing any and all defects and all other problems or issues. Client agrees not to seek to hold Allscripts (or any of its affiliates) liable for any problems or issues with the development, implementation, use or any other aspect of any FHIR App or any damages caused by any of the foregoing. Any and all stated limitations of liability shall comply with applicable law.
7. Client Feedback. No provisions shall prohibit, restrict or limit any Client (or any of its users) from providing to Allscripts any reviews, concerns, or other feedback regarding any FHIR App.
8. Client Rights Upon Termination. Client’s license to the FHIR App will terminate immediately if Client is no longer a client of Allscripts or in the event Allscripts or Developer terminates their Agreement. Except with respect to a proper and authorized termination of the Client’s license to the FHIR App due to a material breach of that license by the Client, notwithstanding any expiration or termination of the agreement between Client and Developer governing Client’s use of the FHIR App, expiration or termination of Client’s license to or support for the FHIR App, or anything else, Client shall have the irrevocable right to continue to copy, modify, and otherwise use (consistent with its originally granted license rights to the FHIR App and content): (a) any and all content the Client originally obtained from use of the FHIR App that is then-used in connection with or stored in repositories for the Associated Allscripts Software or is then-contained in any patient medical records or other patient records, all as maintained or used by or on behalf of Client; and (b) the FHIR App (and its associated user documentation) to the extent its use is reasonably required for viewing, storing, modifying or using any such content. Notwithstanding anything else, Client acknowledges and agrees that, under certain circumstances, Allscripts may terminate its agreement with Developer regarding the subject FHIR App(s) and that, such termination may require Developer to terminate the license or the support and maintenance services contracted hereunder for such FHIR App(s).
9. Allscripts as Third-Party Beneficiary. Allscripts and its affiliates are expressly designated and made third-party beneficiaries of Developer’s agreement with the Client, and have the right (and will be deemed to have accepted the right) to enforce the agreement against the Client as a third-party beneficiary.
