YALE Office-based Medicine Curriculum LICENSING AGREEMENT (only for the licensee)

This Licensing Agreement ("Agreement") is entered into as of date noted on subscription form by the licensee and Yale University ("Yale"), through its Yale School of Medicine (“YSM”), and sets forth the terms and conditions of Licensee's and its authorized users' ("Authorized Users") access to the Yale Office-based Medicine Curriculum (the “Curriculum”), a case-based, comprehensive ambulatory resource, intended to be used for self-directed learning or medical residency education. Licensee and all Authorized Users will also be required to agree to be bound by the Office-based Medicine Curriculum License Agreement, and the Terms of Use posted on the Curriculum website.

1. Description of Materials: The Curriculum encompasses a 3-year syllabus of 144 chapters that serve as a comprehensive compendium of outpatient medical practice, and is delivered in two forms: a Resident Guide which contains cases and questions and a corresponding Preceptor Guide which includes the corresponding answers. Each semester, YSM will release 24-25 chapters covering a range of subjects relevant to office-based practice from the spectrum of disciplines in internal medicine, as well as business and policy aspects that are relevant to current practice. These chapters update a previously released section of the Curriculum, allowing YSM to address recent changes in recommendations regarding medical therapy or management and controversies as they unfold, as well as additional novel topics. Each chapter includes a case-based discussion, as well as references to articles from the medical literature that support the recommendations in the text.

The materials included in the offering covered by this license are all chapters to be released by YSM in the Fall Semester or Spring Semester in the academic year of this Agreement and access to Curriculum comprising the current 3-year syllabus (Archives) (the “Licensed Content”) as indicated in your subscription application. The current semester plus these 5 preceding semesters constitute the complete 3-year syllabus. The Archives include the 5 semesters that precede the current semester. The content of these previous chapters has not been reviewed or updated since the time of original publication of that semester’s work.

2. Licensee Sign-Up/Password Access to the Curriculum. Upon execution of this Agreement, Yale will provide the Licensee with an institutional password, coded for use by Licensees’ Authorized Users. Licensee shall provide the number of Authorized Users to be covered by these terms. Licensee's Authorized Users will gain access to the website and be identified by Yale solely through such institutional password. New passwords will be provided each semester upon payment.

3. License. Subject to the terms and conditions of this Agreement, Yale grants Licensee a non-exclusive, non-transferable, limited right and license for the Authorized Users to access the Licensed Content as Yale may elect to offer, in accordance with the terms and during the term of this Agreement. Licensee agrees that it shall cause its Authorized Users to comply with the terms of this Agreement.

4. Ownership and Limitation of License. Any and all content created or provided by Yale is the sole and exclusive property of Yale, and is protected by U.S. laws and international treaties. Licensee and its Authorized Users may not download, transmit, copy, store, publish or distribute any Yale Office-based Medicine Curriculum Materials in any form or by any means, except as expressly set forth in this Agreement, or as otherwise authorized in writing by Yale. By indicating acceptance of these terms, Licensee does not become the owner of the Yale Office-based Curriculum Materials, but is entitled to use them according to the terms of this Agreement and subject to all additional intellectual property notices, information or restrictions provided by Yale.

5. Term. The term of this Agreement is a one-semester subscription to receive the Licensed Content for individual users and an automatic renewal for institutions until a written cancellation has been received by Yale. Licensee can renew the subscription for succeeding terms subject to agreement to any new terms and conditions.

6. Licensee Fee: Licensee is responsible to pay an annual License Fee of $600 (for institutions with 29 or less residents/students) or $800 (for institutions with 30 or more residents/students) and an extra $100 for a printed version. Online access is payable via check or credit card payment. Yale shall invoice Licensee for the Licensing Fee and the Licensing Fee shall be due upon receipt of an invoice from Yale. Arrangements for payment must be made before access to Licensed Content is provided.

7. Termination by Yale. Yale may terminate this Agreement (i) if Licensee should be more than thirty (30) days delinquent in the payment of any Licensing Fee, or (ii) if Licensee or any Authorized User breaches any term or condition of this Agreement. In addition, Yale may terminate this Agreement at its sole discretion in the event Yale discontinues the Curriculum in which event Yale's sole liability to Licensee shall be to refund the pro-rated portion of the unused Licensing Fee paid by Licensee for the then current annual term.

8. Use of Licensed Content. The sole use of the Licensed Content is for Licensee’s and each Authorized User’s non-commercial, educational use in connection with Licensee’s self-directed learning or medical residency education program. Licensee may copy, redistribute and reproduce the Licensed Content for delivery to the Authorized Users subject to these terms of use. Licensee and its Authorized Users may not alter or attempt to alter or modify any part of the Licensed Content or the information contained therein, except that Licensee may add information relevant to Licensee’s Institution, or as required by or related to local or State law [in place of /or supplemental to Yale specific or Connecticut specific information]. Any such modification should be noted with a footnote that the Licensee has added such reference to the Yale supplied materials. Licensee and Authorized Users agree that they may not remove any Yale credit or attribution, including attribution to the Yale authors. Licensee may not provide supplemental materials without language making clear that such material is not part of the original material supplied by Yale. Licensee may present the chapters out of order.

9. Disclaimer of Warranties. In providing the Licensed Content, Yale is not engaged in rendering medical advice or diagnosis or other medical or professional services. The Licensed Content is made available for Licensee's and its Authorized Users' for educational and informational purposes only and not as a substitute for Licensee's or its Authorized Users’ analysis or judgment. Licensee and its Authorized Users must exercise professional judgment when using any information contained in the Licensed Content and take sole responsibility for its use. THE CURRICULUM IS PROVIDED "AS IS" WITH NO GUARANTEE OF COMPLETENESS, ACCURACY OR TIMELINESS. YALE DOES NOT WARRANT THAT ACCESS TO OR USE OF THE LICENSED CONTENT, THE CURRICULUM, THE INFORMATION PROVIDED THEREIN OR SERVICES PROVIDED THEREWITH WILL BE UNINTERRUPTED OR ERROR-FREE. YALE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF AVAILABILITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

10. LIMITATION OF LIABILITY. YALE SHALL NOT BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING DIRECTLY OR INDIRECTLY OUT OF LICENSEE'S OR ITS AUTHORIZED USERS' USE OF THE LICENSED CONTENT OR FOR LICENSEE'S AND ITS AUTHORIZED USERS' RELIANCE ON ANY INFORMATION PROVIDED BY OR IN THE LICENSED CONTENT OR CURRICULUM MATERIALS, EVEN IF YALE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YALE'S LIABILITY TO LICENSEE FOR ANY CLAIM FOR DAMAGES RELATING TO THE LICENSED CONTENT AND/OR THE CURRICULUM MATERIALS, REGARDLESS OF THE FORM OF THE ACTION, AND WHETHER BASED IN CONTRACT OR TORT, SHALL BE LIMITED IN THE AGGREGATE TO THE AMOUNT OF THE SEMESTER LICENSING FEE PAID BY LICENSEE FOR THE THEN CURRENT TERM.

11. General. The performance of Yale hereunder is subject to interruption and delay due to causes beyond its reasonable control including acts of God, acts of government, war, civil disorder, fire, power failure, equipment failure, labor dispute, inability to obtain necessary supplies, and the like. This Agreement shall be governed by and construed under the laws of the State of Connecticut. This Agreement may not be assigned or transferred by Licensee. All notices hereunder shall be given in writing to the institutional contact person and to Licensee at the address set forth herein. This Agreement embodies the entire understanding between the parties with respect to its subject matter, supersedes any and all related prior oral or written understandings and agreements and may be amended only by a writing signed by the parties. If any provision of this Agreement is found by a court of competent jurisdiction to be void, illegal, or unenforceable, that provision shall be modified by the court so as to render it valid and enforceable in accordance with the original intent of the parties herein; or, if such modification is impossible, or the court is unable under the law to make such a modification, then that provision or clause shall be stricken from the Agreement. In either event, the parties agree that the remainder of this Agreement shall remain in full force and effect.

ACKNOWLEDGED AND AGREED.