NATIONAL BUSINESS GROUP ON HEALTH

("NBGH")

LICENSE AGREEMENT

PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY.

You will be requested at the end of this License Agreement (the "Agreement") to indicate your acceptance of these terms and conditions. By clicking on the "AGREE" button, You will have accepted and agreed to be bound by these terms and conditions, and you will also have confirmed that you have the authority to agree to be so bound. IF YOU DISAGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT OR DO NOT HAVE AUTHORITY TO SO AGREE, YOU SHALL SELECT "DISAGREE" AT THE BOTTOM OF THE PAGE AND YOU WILL BE REDIRECTED TO THE SIGN—UP PAGE.

The National Business Group on Health ("NBGH") is a 501(c)(3) non-profit corporation organized under the laws of the District of Columbia, is the copyright holder of the content entitled "Communication Toolkit on How to Use Information to Get Quality Care" ("the Toolkit").

The Toolkit is provided to you subject to the following terms and conditions.

DEFINTIONS

"Personalize" means to modify those portions of the Toolkit designated by the word "Note" and followed by italicized text, as well as allowing you to make additions, deletions, or other modifications to personalize the Toolkit as you see fit.

"End–Users" means consumers of health care.

1. Use of the Program.

NBGH hereby grants to you a nonexclusive, revocable, nontransferable right, free of charge to display the Toolkit on your website, to make copies of it, and to distribute it to End–Users for legal, non–commercial purposes, subject to the terms and conditions of this Agreement.

2. Restrictions.
1. You shall not make any modifications to, or derivative works of, the Toolkit, except you may Personalize it.
2. You shall not remove or alter any of the copyright notices on the Toolkit, and any copies you make of the Toolkit shall include all such copyright notices.
3. You shall not charge fees or otherwise commercially exploit the Toolkit, nor permit others to charge fees or commercially exploit the Toolkit.
3. Proprietary Rights.

The Toolkit is solely owned by NBGH and is protected by copyright. You will take all steps necessary to protect NBGH's proprietary rights in the Toolkit, including, but not limited to, the proper display of copyright and trademark on any versions or copies in any form of the Toolkit, including copies stored on CDs, diskettes, hard drives or other media. Except as stated above, this Agreement does not grant to you any intellectual property rights in the Toolkit.

4. Indemnity.

You agree to defend, indemnify and hold harmless NBGH, its employees, agents, contractors, and suppliers from any claims, demands, lawsuits, liability, damages, losses, cost or expense, including, without limitation, reasonable attorneys' fees and costs, arising out of your use of the Toolkit, or your acts or omissions.

5. Disclaimer of Warranties.

THE TOOLKIT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. NBGH MAKES NO WARRANTIES REGARDING THE TOOLKIT, EITHER EXPRESS OR IMPLIED, AND NBGH EXPRESSLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS, TIMELINESS, CORRECTNESS, TITLE AND NONINFRINGEMENT FOR THE TOOLKIT. NBGH MAKES NO WARRANTY THAT THE TOOLKIT WILL MEET YOUR REQUIREMENTS OR THAT IT IS ERROR–FREE.

6. Termination.

You may terminate this Agreement at any time. NBGH may immediately terminate this Agreement if you breach any representation, covenant, agreement or obligation contained or referred to in this Agreement. Upon termination, you shall dispose of the Toolkit in your possession, including any and all copies, either by returning the Toolkit and copies to NBGH, or by destroying the same and certifying such destruction in writing. The provisions of Sections III, IV, V, VI, VII, VIII and IX shall survive termination of this Agreement. In addition, the terms, conditions and warranties contained in this Agreement that by their sense and context are intended to survive the performance hereof by the parties hereunder shall so survive the termination of this Agreement.

7. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: IN NO EVENT SHALL NBGH OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS ARISING OUT OF OR RELATED TO ANY BREACH OF OBLIGATIONS OR ANY OTHER CAUSE, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, BREACH OF CONTRACT, INCOMPLETENESS OR INACCURACIES IN THE TOOLKIT, EVEN IF THEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

8. Miscellaneous.

This Agreement shall inure to the benefit of the parties' successors, administrators, heirs and assigns. You acknowledge that you have read this Agreement, understand it and agree to be bound by its terms and conditions. You also agree that this Agreement is the complete and exclusive statement of the agreement between NBGH and you and supersedes all proposals, representations or prior agreements, oral or written, and any other communications between NBGH and you relating to the subject matter of this Agreement. This Agreement may not be amended, except by an agreement in writing which is signed by authorized representatives of NBGH and you. Waiver of a breach of or right hereunder will not constitute a waiver of any other or subsequent breach or right. If any provision herein shall be held by a court of competent jurisdiction to be contrary to law, that provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions herein will remain in full force and effect.

9. Governing Law and General Provisions.

This Agreement will be governed by the laws of the District of Columbia, U.S.A., excluding the application of its conflicts of law rules. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.