Terms of Service

The following terms of service, together with the Order Form, the Camber Privacy Policy, and the Business Associate Agreement, form the "Agreement" between Camber and Customer. In the event of any conflict between the Camber General Terms of Service and the Order Form, the Privacy Policy, or the Business Associate Agreement, the Order Form will govern to the extent consistent with applicable law or unless expressly stated otherwise.

In this Agreement, the following terms have the meanings specified or referred to in this Section 1 and shall be equally applicable to both the singular and plural forms. The words "including," "include" and "includes" shall each be deemed to be followed by the term "without limitation."

"Authorized Service User" mean any of Customer's employees and independent contractors working for Customer in the ordinary course of Customer's business who: (i) agree to be bound by the terms of this Agreement; and (ii) are specifically authorized by Customer to access the Service.

"Affiliate" means, with respect to a specified Person, any other Person that directly or indirectly Controls, is Controlled by, or is under common Control with, the specified Person.

"Camber IP Rights" has the meaning set forth in Section 6.

"Camber Parties" has the meaning set forth in Section 10.

"Camber Technology" has the meaning set forth in Section 6.

"Confidential Information" has the meaning set forth in Section 7.

"Control" means (a) the possession, directly or indirectly, of the power to vote 50% or more of the securities or other equity interests of a Person having ordinary voting power, or (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, by contract or otherwise.

"Customer Claim" has the meaning set forth in Section 9.

"Customer Data" means (i) any electronic data, client data, patient data, information, or material (including, for the avoidance of doubt, treatment codes, diagnosis codes, procedure codes, and similar information) that Customer or software, artificial intelligence or other emerging technologies, on Customer's behalf) makes available, provides, uploads, or submits to Camber in connection with this Agreement, and (ii) any electronic data, client data, patient data, information, or material generated from or in connection with Customer's use of the Service (including any Authorized Service User).

"Customer Marks" means the trademarks, service marks, copyrights, intellectual property, symbols, logos, emblems, decals, designs, colors, likenesses, or other visual representations of Customer, as such trademarks and other marks may be modified by Customer from time to time.

"Excluded Damages" has the meaning set forth in Section 10.

"HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as it may be amended from time to time.

"Law" has the meaning set forth in Section 7.

"Person" means an individual, corporation, limited liability company, partnership, sole proprietorship, joint venture, or other form of organization or governmental agency or authority.

"Service" means Camber's automated billing software and revenue cycle management system, which includes (i) data management, (ii) claims processing, (iii) payment posting, (iv) claim denial management, (v) patient statement processing, (vi) insights and reporting, (vii) workflow tools for task resolution and (viii) a user interface for viewing claims and payments and accessing reports.

(a) Grant. Camber hereby grants Customer a limited, non-exclusive and non-transferable license, without right of sublicense, during the term set forth on the Order Form, to access, display, and use, within the United States, the Service, and to permit Authorized Service Users to access and use the Service, subject to the terms and conditions of this Agreement. All rights in the Service not expressly granted hereunder are reserved to Camber.

(b) Scope. The license granted to Customer hereunder is solely for Customer's internal business purposes and is limited to the access, display, and use of the Service by an Authorized Service User. Customer is responsible for all activities that occur under Customer's and any Authorized Service User's accounts. Customer will: (a) have sole responsibility for the accuracy, legality, quality and appropriateness of all use of the Service by Customer and any Authorized Service User; (b) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Camber promptly after becoming aware of any such unauthorized access or use; and (c) comply with all applicable local, state, federal, and foreign laws in using the Service.

(c) Restrictions on Use. Customer shall not, and shall not permit any Authorized Service User to, edit, alter, abridge, or otherwise change in any manner the content of any Service, including, without limitation, all copyright and proprietary rights notices. Customer may not, and may not permit others to (including any Authorized Service User):

Any use of the Service in breach of this Agreement by Customer or its employees or independent contractors, including any Authorized Service User, that in Camber's reasonable judgment threatens the security, integrity or availability of the Service, may result in immediate suspension of the Service, and such suspension of Service shall not be considered a breach or default of any of Camber's obligations under this Agreement.

(a) Fees. In consideration of receipt of the Service and the performance of Camber's other duties and obligations set forth in each Order Form and hereunder, Customer shall pay to Camber the fees (the "Fees") set forth in the Order Form.

(b) Fair Market Value Compensation. The parties acknowledge and agree that the Fees set forth on the Order Form (i) constitute fair market value for the Service provided; (ii) are not being given in exchange for any explicit or implicit agreement by either Party to recommend, provide, use, order, or provide favorable status for any of the parties' products or services, including the Service, or to reward or influence any formulary or clinical practice guidelines committees or prescribing or dispensing decisions; and (iii) have not been determined in a manner that takes into account the volume or value of any referrals or business or potential referrals or business that might otherwise be generated by the parties.

(c) Taxes. Customer will be responsible for, and will promptly pay or reimburse Camber for, the payment of all sales, use, excise, value-added, or similar taxes, assessments, or duties (or other similar charges) imposed by any governmental agency that are based on or with respect to any Service or goods provided by Camber to Customer, or the amounts payable to Camber therefore.

(d) ACH Debits. Unless otherwise agreed in writing by Camber, the payment of all Fees and taxes payable hereunder must be made by ACH debits from Customer's authorized account set forth on Exhibit A, through any legally permissible payment processor selected by Camber. Prior to the commencement of the Service, Customer must complete and sign Exhibit A. Customer shall have no right of offset or withholding under this Agreement. Camber shall be entitled to interest from the day on which the Fees became due. Both Parties agree that the rate of interest on overdue Fees and taxes shall be 5% per month, or the maximum amount allowable by applicable law, whichever is greater. If any amounts due to Camber from Customer become past due for any reason, Camber may at its option and without further notice withhold access to the Service until all Fees and taxes have been paid in full. Any revocation of the ACH authorization by Customer during the term set forth on the Order Form may constitute an improper early termination of the Service in Camber's sole discretion, which shall cause the entire remaining minimum amount of Fees due during the term set forth on the Order Form to become immediately due and payable by Customer.

(e) Accounting Records. Each Party shall maintain complete and accurate records of, and supporting documentation for, all amounts billable to and payments made by either Party hereunder in accordance with generally accepted accounting principles. Camber shall provide Customer with reasonable documentation and other information for each receipt as may be reasonably requested by Customer.

(a) For Convenience. Camber may terminate this Agreement, including any Order Form, without penalty at any time and for any reason upon no less than 30 days' prior written notice to Customer, unless such termination for convenience is expressly prohibited by the terms of any Order Form between the parties.

(b) Upon Change in Law. Notwithstanding the terms of the Order Form, upon the enactment, promulgation, rescission, modification, or interpretation of any state or federal law or regulation after the Effective Date, which could (i) materially adversely affect the manner in which the parties are obligated to perform under this Agreement; (ii) render this Agreement or any provision hereof illegal or unenforceable; or (iii) impose additional payment obligations or costs to the parties, Camber may terminate this Agreement to the extent this Agreement is affected by any such enactment, promulgation, rescission, modification, or interpretation.

(c) Termination of Order Forms. Either party may terminate any Order Form as set forth in such Order Form; or immediately if the other party materially breaches or is in default of any material obligation thereunder which default is incapable of cure or which, being capable of cure, has not been cured within 30 days after receipt of notice of such default (or such additional cure period as the non-defaulting party may authorize).

(a) Customer agrees that the Service and all parts thereof, and its specifications, including without limitation the editorial coding and metadata contained therein, are the property of Camber or Camber's licensors. The works and databases included in the content of the Service are protected by applicable copyright laws. Other than as expressly set forth in this Agreement, no license or other rights in the pre-existing intellectual property rights to the Service are granted to Customer, and all such rights are hereby expressly reserved.

(b) Customer agrees that only Authorized Service Users shall be permitted access to the Service. Except as set forth herein, including any exhibit hereto, no clients or other persons or entities who are not legal employees of Customer or independent contractors consulting for Customer in the ordinary course of Customer's business may be Authorized Service Users.

(c) Customer agrees that only two Authorized Service Users will have access to advanced reporting tools and/or reports and that Customer, and those advanced Authorized Service Users, are prohibited from sharing log-in or credential information among additional users.

(d) Customer hereby grants to Camber a non-exclusive, royalty-free, and non-transferable license to use, copy, store, transmit, modify, and display the Customer Data as necessary to provide the Service in accordance with this Agreement. Notwithstanding any other provision in this Agreement, to the extent permitted by applicable law, Camber may collect and provide certain statistical information, such as usage or traffic patterns, in aggregate and anonymized form to third parties, provided that such information does not identify any Authorized Service User or Customer and contains no personally identifying information. Camber may use Customer Data to provide Customer with data aggregation services (as that term is defined by HIPAA). In addition, Camber may use protected health information and personally identifiable information to create de-identified data in accordance with 45 CFR 164.514(a)-(c), retaining any and all ownership claims related to the de-identified data it creates from protected health information and personally identifiable information. Camber may access Customer's and its Authorized Service Users' accounts, including, without limitation, Customer Data, to the extent necessary to respond to service or technical problems and may use all aggregated de-identified information and de-identified data for purposes of enhancing the Service, technical support, analytics, reporting and research and development, all in compliance with HIPAA and any applicable privacy laws. Camber may use Customer Data that is anonymized or de-identified to develop, train or improve artificial intelligence or machine learning models that are or may become part of Camber's products or services to the extent permitted by HIPAA and applicable privacy laws.

(e) Customer hereby grants Camber a non-exclusive, non-transferable, and royalty-free license to use Customer Marks for the limited purposes set forth in this Agreement, including as necessary for Camber's performance under this Agreement, to deliver the Service in accordance with this Agreement, and in marketing materials related to the Service.

(f) Camber will have the right to use, act upon, and freely exploit any suggestion, idea, enhancement request, feedback, recommendation, or other information provided by Customer or any Authorized Service User, without any remuneration, fee, royalty, or expense of any kind, and Camber will hereby own all rights, title, and interest in any such suggestion, idea, enhancement request, feedback, recommendation, or other information provided by Customer, an Authorized Service User or any other third party acting on Customer's behalf.

Customer acknowledges that in providing the Service, Camber utilizes: (a) the name, logo, and domain name of the product names associated with the Service and other trademarks; (b) certain audio and visual information, documents, software, and other works of authorship; and (c) other technology, hardware, products, processes, algorithms, user interfaces, know-how, and other trade secrets, techniques, designs, inventions, and other tangible or intangible technical material or information (collectively "Camber Technology") and that the Camber Technology is covered by intellectual property rights owned or licensed by Camber ("Camber IP Rights"). Other than as expressly set forth in this Agreement, no license or other rights in the Camber IP Rights are granted to Customer, and all such rights are hereby expressly reserved.

Customer acknowledges and agrees that Customer is solely responsible for complying with the applicable restrictions on use of all Camber Technology that Customer sees, hears and uses through the Service. Customer understands that any unauthorized use of Camber Technology would result in irreparable injury for which money damages would be inadequate. Customer agrees that it shall promptly inform Camber if it becomes aware of any unauthorized use of Camber Technology. Customer further acknowledges that, in the event of any such unauthorized use, Camber or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use.

(a) Mutual Confidentiality. Customer and Camber understand and agree that in the performance of this Agreement each Party may have access to private or Confidential Information of the other Party, which either is marked as "confidential", or the receiving Party should reasonably know under the circumstances that such information is confidential and/or proprietary information of the other Party. At all times and notwithstanding any termination or expiration of this Agreement, each Party shall hold such Confidential Information in strict confidence and not, without the consent of the other, disclose it to a third Party or use it for any purpose other than in performance of this Agreement. The receiving Party will only permit access to the Confidential Information of the disclosing Party to those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations substantially similar to those contained in this Agreement.

(b) Exceptions. This obligation of confidentiality shall not apply to information that: (i) is generally available to the public through no act or omission of the receiving Party, (ii) becomes known to the receiving Party through a third party under no obligation of confidentiality, (iii) was in the receiving Party's possession before receipt from the disclosing Party and is not subject to another confidentiality agreement or obligation of confidentiality to the disclosing Party, (iv) is independently developed by the receiving Party not in contravention of this Agreement, or (v) is required to be disclosed by law, court order, or by any government or regulatory authority of competent jurisdiction ("Law").

(c) Ownership of Confidential Information. All Confidential Information will remain the exclusive property of the disclosing Party. The disclosure of the Confidential Information to the receiving Party does not confer upon the receiving Party any license, interest, or right of any kind in or to the Confidential Information, except as provided under this Agreement.

(d) Publicity. No public announcement, press release, or communication concerning this Agreement shall be made without the prior consent of the other Party.

(e) Unauthorized Disclosure. Each Party to this Agreement will immediately notify the other Party in writing upon discovery of any unauthorized loss, access, or disclosure of the Confidential Information of the other Party. Upon termination or expiration of this Agreement, upon written request of the other Party, or when no longer needed by either Party for fulfillment of its obligations under this Agreement, each Party will either: (a) promptly return to the other Party all documents and other tangible materials representing the other Party's Confidential Information, and all copies thereof in its possession or control; or (b) destroy all tangible copies of the other Party's Confidential Information in its possession or control.

(f) Remedies. If either Party should breach or threaten to breach any provision of this Section 7 of the Agreement, the non-breaching Party, in addition to any other remedy it may have at law or in equity, will be entitled to seek a restraining order, injunction, or other similar remedy in order to specifically enforce the provisions of this Agreement.

(g) Definition. For purposes of this Agreement, "Confidential Information" means any valuable, non-public business information, including this Agreement and all matters discussed relating to this Agreement, and any personally identifiable health, medical, employment, and similar private personal information, that is designated or identified as confidential at the time of the disclosure or is by its nature clearly recognizable as Confidential Information to a reasonably prudent person with knowledge of the disclosing Party's business and industry, including the Customer Data.

Mutual Representations and Warranties. Each Party represents and warrants to the other as follows:

(a) Existence. It is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has the requisite power and authority to enter into and perform its obligations under this Agreement in accordance with its terms without the consent of any other Person.

(b) Due Authorization. The execution, delivery, and performance of this Agreement by it have been duly and effectively authorized by all necessary action. This Agreement, upon execution by both parties, shall constitute its legal, valid and binding obligation, enforceable against it except as may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors rights generally and except as may be limited by general principles of equity.

(c) No Conflict. The execution, delivery and performance of this Agreement by it does not conflict with any provision of law applicable to it or result in any breach of its constituent documents, any agreement with any other Person or any order, judgment or other restriction by which it may be bound.

(d) Compliance with Laws. Each Party agrees to fully comply with all laws, statutes, regulations, rulings, and enactments of any governmental authority or third party payor applicable to the performance of such party's obligations hereunder, including, without limitation, the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)); the federal False Claims Act (31 U.S.C. §§ 3729 et seq.); the Stark Law (42 U.S.C. § 1395nn); HIPAA, as amended by HITECH; and all comparable state and local laws applicable to the Service.

(e) Compliance with Personal Services Safe Harbor. The Parties intend that this Agreement be designed to fit within the federal Anti-Kickback Statute personal services safe harbor, 42 C.F.R. § 1001.952(d).

(f) Compliance with Discount Safe Harbor. The Parties intend that any discounts or other price concessions provided under this Agreement shall comply with the federal Anti-Kickback Statute discount safe harbor, 42 C.F.R. § 1001.952(h).

(g) Submission of Claims to Third Party Payors. The Parties will at all times act in compliance with all Medicare, Medicaid, and any other third-party payor rules and requirements as applicable. Customer acknowledges that it is solely responsible for the accuracy, completeness, and timeliness of all Customer Data used by Camber to submit claims and other requests for payment.

(h) No Exclusion/Debarment. The parties represent and warrant that neither the parties nor any person or entity authorized by the parties to assist in the performance of the Service has ever been, and is not currently, debarred, suspended, or excluded from, proposed for debarment, suspension, or exclusion from, or otherwise ineligible for the award of contracts by any federal agency or participation in any federal health care program.

(a) Customer Indemnity. Customer, at its expense, will defend, indemnify, and hold Camber harmless from and against any and all third-party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys' fees, finally awarded by a court of competent jurisdiction against Camber which relate to a claim, action, lawsuit, or proceeding made or brought against Camber by a third party (i) alleging the infringement or violation of such third party's registered patent, trade secret, copyright, or trademark by way of Camber's use of Customer Marks, any Customer Data or other information or materials provided by Customer in connection with this Agreement or (ii) arising out of a breach of this Agreement by Customer, a dispute between Customer and any of its clients, Customer's use of the Service in violation of any applicable law or regulation, or any unauthorized use, access or distribution of the Service by Customer.

(b) Camber Infringement Indemnity. Camber, at its expense, will defend, indemnify, and hold Customer harmless from and against any and all third-party claims for damages, judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys' fees, finally awarded by a court of competent jurisdiction against Customer to the extent such directly relates to a claim alleging the infringement or violation of such third party's registered patent, trade secret, copyright, or trademark (each a "Customer Claim") by way of Customer's use of a Service that Camber provides to Customer under this Agreement.

(c) The Indemnifying Party's obligations under this Section will be subject to the Indemnified Party providing the Indemnifying Party prompt notice of the event giving rise to an indemnity obligation, providing reasonable cooperation and assistance in the defense or settlement of any claim, and granting the Indemnifying Party control over the defense and settlement of the same.

(d) In the event a court of competent jurisdiction makes a determination that a Service infringes on or otherwise violates any third-party registered patent, trade secret, copyright, or trademark, Camber, at its sole option and expense, will: (i) modify the allegedly infringing or violating portion of the Service so as to make it non-infringing; (ii) replace the allegedly infringing or violating Service with a non-infringing product having reasonably equivalent functionality; (iii) obtain the right for Customer to continue using the allegedly infringing Service; or (iv) revoke the license to the allegedly infringing Service.

(e) Camber will have no obligation under this Agreement relating to any indemnification if a Customer Claim results from: (i) Customer's continued use of the infringing Service after Camber first makes an applicable upgrade available; (ii) Customer's modification of a Service; (iii) Customer's use of a Service in any manner other than as permitted under this Agreement; or (iv) Customer's failure to comply with applicable laws or regulations.

CAMBER AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND REPRESENTATIVES ("CAMBER PARTIES") WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO CUSTOMER, AUTHORIZED SERVICE USERS OR ANY THIRD PARTY, FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, AND LOST REVENUES (COLLECTIVELY, THE "EXCLUDED DAMAGES"), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF CAMBER PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY.

IN NO EVENT WILL THE LIABILITY OF CAMBER PARTIES ARISING OUT OF ANY CLAIM RELATED TO THIS AGREEMENT EXCEED THE AGGREGATE FEES PAID BY CUSTOMER UNDER THE ORDER FORM IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN CAMBER PARTIES' LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

(a) Independent Contractors. Camber shall be deemed for all purposes to be an independent contractor and not an agent of Customer, and neither Party shall have authority to act for or represent the other Party or its Affiliates in any way.

(b) Amendments. The Agreement may not be amended except in a writing executed by authorized representatives of Customer and Camber; provided that Camber may update the terms of the Camber General Terms of Service as necessary or advisable to Camber, and Customer's continued use of the Services after any such change shall constitute Customer's consent to such change(s).

(c) Assignability. This Agreement is not transferable, assignable, delegable, or sublicensable by Customer in whole or in part, without the prior written permission of Camber. Subject to the foregoing, all provisions contained in this Agreement shall extend to and be binding upon the parties hereto and their respective permitted successors and permitted assigns.

(d) Entire Agreement. This Agreement, including the executed Order Form and any Services Agreement between the parties, Camber's Privacy Policy, the executed Business Associate Agreement and any document incorporated herein by reference contain the entire agreement between the Parties with respect to matters to which the same pertains and supersedes all prior and contemporaneous oral and written agreements and understandings between the Parties with respect thereto.

(e) Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to such state's principles regarding conflicts of law. All disputes arising out of or relating to this Agreement shall be brought in the federal or state courts located in Delaware, and the Parties hereby consent and submit to jurisdiction in such courts.

(f) PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL PARTY BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.

(g) WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(h) Force Majeure. Any failure or delay by Camber in the performance of its obligations pursuant to this Agreement will not be deemed a default or breach of the Agreement or a ground for termination to the extent such failure or delay is due to computer or Internet or telecommunications breakdowns, denial of service attacks, fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil unrest, rebellions or revolutions, strikes, supplier and third-party disruption or failure, lockouts, labor difficulties, quarantines, pandemics, health related orders, or other similar actions taken by governmental authorities, or any similar cause beyond the reasonable control of Camber.

(i) Notices. All notices required or permitted hereunder shall be in writing and shall be delivered by registered or certified mail, return receipt requested, postage prepaid, by Federal Express or similar express mail service, or by email to the parties at their respective addresses set forth below or to such other address as either party may, from time to time, designate by notice to the other party.

(j) No Waiver. No failure or delay on the part of any Party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

(k) Severability. If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be declared to be invalid, unenforceable or void, such decision shall not have the effect of invalidating or voiding the remainder of this Agreement.

(l) Headings. The use of headings in this Agreement is for convenience and shall not affect the interpretation of this Agreement.

(m) Counterparts. The Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(n) Survival. Any and all provisions, promises, and warranties contained herein, which by their nature or effect are required or intended to be observed, kept, or performed after termination or expiration of this Agreement, including, without limitation, provisions regarding indemnification, limitation of liability and confidentiality, will survive the termination or expiration of this Agreement and remain binding upon and for the benefit of the Parties hereto.