License - CommonWell Health Alliance

CommonWell Health Alliance Inc. Specification License

This license (“License”) provides the terms and conditions by which this CommonWell Health Alliance Inc. (the “Alliance”) healthcare related specification and related documentation (the “Specification”) may be used. You do not need to take any action to accept the terms of this License, but you must accept the terms of this License if you wish to exercise the rights granted herein, and your access to or use of the Specification shall be deemed your assent to these terms. If you do not agree with these terms, then you are not entitled to use or retain a copy of the Specification.

Contributions. If you make a Contribution to the Alliance or a Specification, you agree that you hereby license such Contribution under the terms and conditions of this License. Nothing herein shall supersede or modify the terms of any separate agreement you may have entered into with any other Contributor or the Alliance, including any Alliance membership agreement, or other agreements regarding the Specification or Contributions. “Contribution” shall mean any contribution or works of authorship, including the original version of the contribution or work, or any modifications or additions to it, or Derivative Works thereof, submitted to the Alliance, by an individual or legal entity authorized to submit on behalf of the owner. “Contributor” shall mean the Alliance, Alliance members, and any individual or legal entity that makes or on behalf of whom a Contribution is made. For the purposes of this License, “submitted” means any form of electronic, verbal, or written communication sent to the Alliance. “Derivative Works” shall have the definition under 17 USC 101. For the purposes of this License, Derivative Works does not include works that remain separable from, or merely link to or use the Specification.

Licenses. Contributor hereby (i) grants to you a worldwide, irrevocable, non-exclusive, non-transferable, non-sublicensable, royalty-free copyright license to reproduce, create derivative works of, distribute, display, and perform the Contributions solely for the purposes of implementing the Specification within the Scope, and (ii) agrees to grant, upon request, a worldwide, royalty-free, non-exclusive, non-sublicensable, non-transferable, license under the Contributor’s Necessary Claims, and under reasonable and nondiscriminatory terms, to make, have made, use, import, offer to sell, sell, and otherwise distribute Compliant Portions, provided, however, such agreement to license shall not extend outside the Compliant Portions. Such license grant may be conditioned upon, among other things, the licensee’s grant of a reciprocal license. “Scope” means interoperability between and among electronic health record solution suppliers and other clinical data providers to enable trusted interoperation, interconnection, interaction, communication, messaging, and data liquidity across settings of care in accordance with a Specification. “Necessary Claim” means those claims of all patents and patent applications, other than design patents and design registrations, throughout the world that (i) a Contributor has the right to grant licenses of the nature agreed to be granted herein; (ii) are within the bounds of the Scope; and (iii) are infringed only when it is not possible to avoid infringing because there is no commercially reasonable non-infringing alternative for implementing such portions of a Specification. Necessary Claims do not include any claims other than those set forth above, even if contained in the same patent as Necessary Claims. “Compliant Portion” means only those specific portions of systems, services, apparatuses, devices, procedures, processes, materials, software, metrics, data, data structures and data communication methods that (i) implement and are compliant with all relevant and applicable portions of a Specification, and (ii) are within the bounds of the Scope. This License does not grant any rights to any enabling technologies or materials that may be necessary to implement the Specification that are not themselves expressly set forth in the Specification (e.g., software applications) or the implementation of other standards that are merely referenced in the Specification. No other rights are granted by the Alliance or any other Contributor, whether by implication, estoppel or otherwise. Ownership in all rights to the Specification and other Contributions remain with the Alliance or the applicable Contributor.

Defensive Suspension. Your license and any rights under this License granted by the Alliance or other Contributor to the Specification will terminate automatically without notice if you bring any claim, suit, demand, or action related to the Specification against the Alliance or any other Contributor.

No Warranties and Limitations of Liability. You hereby acknowledge and agree that any use of the Specification is subject to the following:

THIS SPECIFICATION IS PROVIDED “AS IS,” AND THE ALLIANCE AND EACH CONTRIBUTOR DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE IMPLEMENTATION OF THE SPECIFICATION WILL NOT INFRINGE OR MISAPPROPRIATE ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS, TRADE SECRETS OR ANY OTHER INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS.

NEITHER THE ALLIANCE NOR ANY CONTRIBUTOR SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM OR RELATED TO ITS MAKING AVAILABLE THE SPECIFICATION OR THIS LICENSE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO ANY USE, IMPLEMENTATION OR DISTRIBUTION OF THE SPECIFICATION OR THIS LICENSE.

General. The Alliance may modify or discontinue the Specification at its sole discretion. This License shall be construed and controlled by the substantive laws of the State of Delaware, without regard to conflict of laws principles. Any legal action or proceeding arising under this License will be brought exclusively with the appropriate court within the state of Delaware, and you hereby consent to personal jurisdiction and venue therein. If any term in this License is found to be unenforceable to any extent, such term will be reformed in such a manner to effectuate the original intent of the License as closely as possible and remain enforceable. If such reformation is not possible in a manner that is enforceable, then such term will be severed from the remaining terms, and the remaining terms will remain in effect. This License is not assignable by you, voluntarily or by operation of law. The parties acknowledge and agree that each of the Contributors is an intended third party beneficiary to this Agreement.

For questions about this CommonWell Health Alliance Specification License please contact licensing@commonwellalliance.org.