administrative law, rule or regulation, federal, state or local, which could reasonably be expected to subject any professional entity or any Providers to a fine, to civil monetary penalties, and/or to suspension or exclusion from any federal or state health care program; (iv) any action by which causes TimelyCare to violate any health care federal, state or local law, rule or regulation; (v) failure by TimelyCare to provide the Services pursuant to the requirements of this Agreement.

  • Without Cause. Either Party may terminate this Agreement without Cause upon thirty (30) days' prior written notice to the other Party. In the event Client terminates this Agreement Without Cause after the Commencement Date during the Initial Term of the Agreement, all fees shall be due and payable by Client to TimelyCare without offset or refund for the remainder such Term.
  • Suspension of Services. In addition to its rights of termination as set forth in Section 5(b) hereof, if the Client fails to make any payment in full within thirty (30) days of the date of TimelyCare's invoice, TimelyCare shall have the right to suspend the Services unless and until TimelyCare receives payment in full of any invoices due and owing as well as any and all accrued interest thereon. Suspension of services does not relieve any party of its obligation to pay Enrollment Fees incurred in accordance with Exhibit A during the suspension period.
  • Effect of Termination. Within thirty (30) days of the date of termination, the Client shall pay to TimelyCare any unpaid amounts owed to TimelyCare pursuant to Section 4 for Services already provided. Except as otherwise set forth in this Agreement, all obligations of the Parties hereto shall cease upon termination. Upon termination of this Agreement, the Client shall immediately return to TimelyCare any and all materials received or copied from TimelyCare with respect to the Services.

6. TIMELYCARE INTELLECTUAL PROPERTY/CLIENT MARKS.

  • (a) TimelyCare Intellectual Property. TimelyCare grants to the Client, throughout the Term, the non-exclusive right and license to use TimelyCare’s Intellectual Property solely in connection with the Services. The Client acknowledges TimelyCare’s ownership of the TimelyCare Intellectual Property and agrees that it will not contest such ownership or the validity of the TimelyCare Intellectual Property. All proprietary rights, ownership and goodwill in the TimelyCare Intellectual Property will inure and belong to TimelyCare. Neither the license granted under this Agreement nor the use by the Client and its agents of the TimelyCare Intellectual Property creates any interest or right, express or implied, in the TimelyCare Intellectual Property with respect to the Client beyond such limited license and right to use. The Client hereby covenants not to assert any claim to any TimelyCare Intellectual Property and will cooperate fully with TimelyCare in protecting all rights and interests of TimelyCare in, and to, the TimelyCare Intellectual Property. The Client will not use or permit the use of any TimelyCare Intellectual Property in a manner that may contravene applicable law or impair the validity or enforceability of any rights or interests in the TimelyCare Intellectual Property. For purposes of this Agreement, “TimelyCare Intellectual Property” is defined to be any intellectual property relating to TimelyCare’s proprietary IT platform, mobile application, and electronic medical record application. together with any improvement thereto, as well as all proprietary documentation, software, techniques, know-how, methods of business, tools, financial information, schematics, requirements, configuration information, research papers, projections, routines, processes, formulas, trade secrets, innovations, inventions, discoveries, research or development and test results, specifications, data, know-how, formats, plans, sketches, drawings, models, customer lists, customer and supplier identities and characteristics, agreements, informational material and services knowledge and information, strategies, forecasts, and any other information stored or created on any media or in any form whether or not protectable under specific intellectual property laws.

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