Definitions

"Affiliate" means any other individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity ("Person") that directly or indirectly, through one or more intermediaries, controls, or is controlled by, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction of the management and policies of a Person.

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"Agreement" means this Software as a Service Agreement, any and all Service Orders and Statements of Work, Attachments or Exhibits attached to this Agreement, and any Amendments or Change Orders thereto.

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"Customer Data" means any and all information, data, materials, works, expressions or other content, including any that are (a) uploaded, submitted, posted, transferred, transmitted or otherwise provided or made available by or on behalf of Customer for processing by or through the Services (such Services described in the attached Statement of Work – SOW), or (b) collected, downloaded or otherwise received by Vendor or Vendor systems from Customer, for Customer pursuant to this Agreement or at the written request or instruction of Customer.

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"Hosted Services" means a subset of Services performed for Customer for the hosting, management and operation Service Software and other services for remote electronic access and use by Customer as more specifically described in one or more written sequentially numbered Service Orders.

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“Large Data Array” the Large Data Array (“LDA”) is a database containing vendor product information that is further enriched with clinical and financial attributes.  The LDA makes up a portion of the SCWorx Data.  When used in conjunction with the data that has been enhanced which is an aggregated view of products where clinical, financial and material elements have been linked and utilized at the product line item level and represented through Vendor products and services.  The LDA is utilized in the creation of an interoperable platform to efficiently update the core foundational systems of end-users and which, in its entirety is considered SCWorx Data.

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"Professional Services" means those Services that are not Hosted Services.

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“Realized Savings” means those product savings that are calculated taking the difference between the last price paid for a product and the new lower cost negotiated as part of a savings program.  Savings become Realized Savings upon presentation of an invoice from the vendor for the specific product that was the subject of the savings program.

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"Vendor Materials"  means all devices, documents, data, know-how, methods, processes, software, including the Service Software and Hosted Services, and other inventions, works, technologies and materials, documentation, computer hardware, programs, reports and specifications, and client software, created by Vendor prior to this Agreement and which Vendor has clearly identified in writing to Customer prior to its use as proprietary to Vendor, and provided or used by Vendor in connection with performing the Services.

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“Vendor Technology” includes all SCWorx Data, Service Software, Source Code, Object Code, infrastructure and proprietary processes and procedures and Service-related technology components.

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“SCWorx Data” means any and all information that resides in Vendor’s databases (including the Vendor’s Global Catalog and LDA databases) and includes de-identified Customer Data, as described in Section 3, that, once merged into the Vendor’s Global Catalog, becomes a part of Vendor’s referential materials provided to its customers.  Customer Data that becomes SCWorx Data is limited to manufacturer product information only.  

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"Service Order" means an ordering document specifying the Services to be provided hereunder that is entered into between the parties, including a statement of work and any addenda and supplements thereto a form of which is attached hereto as Schedule B. By entering into a Service Order hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

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"Service Software" means the Vendor software application or applications and any third-party or other software, and all new versions, updates, revisions, improvements and modifications of the foregoing, that Vendor provides remote access to and use of as part of the Services.

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"Specification" means the specifications for the Services and, to the extent consistent with and not limiting of the foregoing, the Documentation.