KPMS Training Simulator
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KPMS ORGANIZATIONAL & INSTITUTIONAL LICENSE AGREEMENT

Version: 1.1

Effective Date: [Effective Date]

Company: [CONFIRM REGISTERED LEGAL NAME: Transformation Revenue Cycle Management]

Company Formation State: [CONFIRM STATE OF FORMATION]

Customer: [Customer Legal Name]

Customer Formation State: [Customer State of Formation]

Customer Address: [Customer Address]

This Organizational and Institutional License Agreement ("Agreement") is entered into by and between [CONFIRM REGISTERED LEGAL NAME: Transformation Revenue Cycle Management], a [CONFIRM ENTITY TYPE AND STATE OF FORMATION] ("Company"), and [Customer Legal Name], a [Customer Entity Type] organized under the laws of [Customer State of Formation] ("Customer").

Company and Customer may each be referred to as a "Party" and together as the "Parties."

This Agreement governs Customer's organizational or institutional purchase of training seats for the KPMS Training Simulator. Individual learner use is governed by the KPMS Terms of Service.

1. Parties and Effective Date

This Agreement becomes effective on the date the last authorized representative signs it, unless the applicable Order Form states a different effective date ("Effective Date").

Company operates the KPMS Training Simulator through the following business contact information:

Website: https://kpmstraining.com

Email: info@kpmstraining.com

Telephone: (470) 797-0090

Business Hours: Monday through Friday, 9:00 a.m. to 5:00 p.m. Eastern Time

The Parties must confirm Company's registered legal name, entity type, and formation state before execution.

The commercial terms for the applicable purchase will be stated in one or more signed order forms, statements of work, or similar ordering documents ("Order Form").

2. Definitions

For purposes of this Agreement, the following definitions apply.

2.1 Active Training Seat means a seat assigned to a learner who has begun substantive training activity recorded by the Platform.

2.2 Administrator means an individual authorized by Customer to manage learner access, seat assignments, organizational settings, reports, or other administrative functions.

2.3 Agreement means this KPMS Organizational and Institutional License Agreement, including its exhibits and any incorporated documents.

2.4 Company means [CONFIRM REGISTERED LEGAL NAME: Transformation Revenue Cycle Management], the operator and licensor of KPMS.

2.5 Effective Date means the date stated in Section 1 or the applicable Order Form.

2.6 Institutional Customer means a school, college, university, workforce program, governmental training program, nonprofit training organization, or similar educational institution purchasing KPMS access for authorized learners.

2.7 KPMS or Platform means the KPMS Training Simulator and its related software, training content, simulations, assessments, reports, certificate functions, and documentation.

2.8 Learner means an individual authorized by Customer to use an assigned training seat.

2.9 License means the limited right granted to Customer under this Agreement to permit authorized learners to use KPMS for Customer's internal training purposes during the applicable Organizational License Term.

2.10 Organizational License Term means the period stated in the applicable Order Form during which Customer may use the purchased training seats.

2.11 Order Form means a fully executed order form, proposal, statement of work, or similar commercial document signed by both Parties or otherwise accepted by authorized representatives of both Parties.

2.12 Platform means KPMS as defined above.

2.13 Privacy Policy means the privacy policy made available at [Privacy Policy URL], as updated in accordance with the Terms of Service and applicable law.

2.14 Refund & Cancellation Policy means the KPMS Refund & Cancellation Policy Version 2.1, available at [Refund Policy URL].

2.15 Substantial Use means that at least 20% of purchased seats, rounded up to the next whole seat, have become Active Training Seats.

2.16 Terms of Service means the KPMS Terms of Service Version 1.4, available at [Terms of Service URL].

3. Order of Precedence

The following documents govern the relationship between the Parties in the order listed below:

  • The fully executed Order Form or statement of work.
  • This Agreement.
  • The Terms of Service.
  • The Refund & Cancellation Policy.

If an Order Form expressly modifies a provision of this Agreement, the Order Form controls for that specific provision.

If this Agreement conflicts with the Terms of Service regarding an organizational licensing provision, this Agreement controls for that provision.

The Terms of Service continue to govern individual learner access and use, except where this Agreement expressly governs the organizational relationship.

The Refund & Cancellation Policy governs refund-specific eligibility and processing provisions. However, an Order Form or this Agreement controls if it expressly establishes a different negotiated refund, cancellation, credit, or termination right.

No amendment to one document will amend another document unless the amendment expressly identifies the document being amended.

4. License Grant and Scope

Subject to Customer's payment obligations and compliance with this Agreement, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to permit authorized Learners to access and use KPMS during the applicable Organizational License Term.

The License is limited to:

  • The number of seats stated in the applicable Order Form.
  • The access period stated in the applicable Order Form.
  • Customer's internal educational, workforce development, or employee training purposes.
  • The features and services identified in the applicable Order Form.

Customer may not:

  • Resell, rent, lease, or commercially distribute KPMS access.
  • Sublicense or transfer KPMS access except as expressly permitted for authorized Learners.
  • Share or rotate a single account among multiple Learners.
  • Use KPMS to provide unauthorized services to third parties.
  • Copy, publish, distribute, or commercially exploit KPMS content.
  • Scrape or systematically extract Platform content.
  • Reverse engineer or reproduce protected Platform functionality, except where applicable law prohibits that restriction.
  • Use KPMS content to develop a competing product or simulator.
  • Use KPMS proprietary content to train an artificial intelligence or machine-learning model without Company's prior written authorization.
  • Circumvent technical access restrictions or purchased seat limits.

Additional seats purchased during an active Organizational License Term inherit the existing license expiration date unless the Parties agree otherwise in writing. Purchasing additional seats does not extend the Organizational License Term.

5. Seat Administration and Reassignment

Customer will designate one or more Administrators through the applicable administrative process.

Each purchased seat may be assigned to only one active Learner at a time.

Customer may reassign a seat only through Company's published seat-management procedures and subject to any applicable Order Form or institutional agreement.

Reassigning a seat does not extend the Organizational License Term or the expiration date of the applicable license.

Credential sharing is prohibited and constitutes a material breach of this Agreement.

Customer is responsible for:

  • Assigning seats only to authorized Learners.
  • Removing access when a Learner is no longer authorized.
  • Maintaining accurate Administrator and Learner information.
  • Ensuring that its Learners comply with the Terms of Service.
  • Promptly reporting suspected unauthorized access or credential sharing.

Company may investigate suspected credential sharing, unauthorized access, or misuse and may restrict access when reasonably necessary to protect the Platform, Customer data, or assessment integrity.

6. Fees, Invoicing, and Payment

The commercial terms for the License will be stated in the applicable Order Form.

The Order Form must identify, as applicable:

  • Number of purchased seats: [Number of Seats]
  • Seat price: [Seat Price]
  • Total fees: [Total Fees]
  • Applicable discounts or credits: [Discounts or Credits]
  • Payment schedule: [Payment Schedule]
  • Payment method: [Invoice, Credit Card, ACH, or Other Approved Method]
  • Payment due date: [Payment Due Date]
  • Organizational License Term: [License Term]
  • Implementation fees: [Implementation Fees, if any]
  • Applicable taxes or tax treatment: [Tax Treatment]

Unless the Order Form states otherwise, fees are due [in advance / according to the payment schedule stated in the Order Form].

Customer must pay all undisputed amounts by the applicable due date.

Customer must notify Company of any good-faith payment dispute within [Number of Days] days after receiving the applicable invoice. Customer must timely pay all undisputed amounts.

Late payment may result in:

  • Interest or late charges at the rate stated in the Order Form, subject to applicable law.
  • Suspension of administrative or learner access after [Number of Days] days' written notice.
  • Recovery of reasonable collection costs to the extent permitted by law.

Company may suspend access for material nonpayment after providing notice and a reasonable opportunity to cure, except where immediate suspension is reasonably necessary to prevent fraud, misuse, or security harm.

Fees are exclusive of applicable sales, use, excise, value-added, transaction, or similar taxes. Customer is responsible for applicable taxes imposed on the purchase, excluding taxes based on Company's net income.

7. Renewal

Annual organizational licenses do not automatically renew unless automatic renewal is expressly elected in the applicable Order Form.

If automatic renewal is elected:

  • The renewal price, renewal frequency, renewal date, and cancellation method will be clearly and conspicuously disclosed before the renewal charge.
  • Customer must affirmatively consent to the recurring renewal charge.
  • Company will provide an acknowledgment or confirmation containing the renewal terms, cancellation policy, and Company contact information.
  • Company will provide renewal notices and confirmations as required by applicable law and the agreed billing terms; operational delivery and timing must be verified before publication.
  • The renewal notice will state the renewal amount, renewal period, and available cancellation method.
  • If Company makes a material change to the renewal terms, Company will provide clear notice and cancellation instructions before the change takes effect.
  • Customer may cancel through the account billing controls or by written notice to Company at info@kpmstraining.com.
  • The applicable cancellation method will be reasonably accessible and will not create unnecessary barriers to cancellation.

Renewal and cancellation practices are subject to the Georgia Online Automatic Renewal Transparency Act, O.C.G.A. § 10-1-439.5 et seq., and other applicable law.

Unless the Order Form states otherwise, cancellation stops future renewals and takes effect at the end of the current paid Organizational License Term.

8. Refund and Cancellation Terms

The KPMS Refund & Cancellation Policy Version 2.1 is incorporated into this Agreement by reference.

The following provisions apply unless the applicable Order Form expressly provides different terms:

8.1 Initial Organizational License

An initial organizational or institutional license qualifies for a full refund when the request is submitted within 14 calendar days after the license commencement date stated in the Order Form (or Activation if none is specified), Organizational Substantial Use has not occurred, and separately contracted implementation or customization services have not materially commenced under terms expressly affecting refund eligibility, subject to the Refund Policy, negotiated terms, and applicable law.

If Substantial Use has occurred, the license is generally non-refundable except for verified billing errors, unauthorized charges, expressly agreed contractual rights, documented exceptions approved by Company, or rights required by law.

8.2 Organizational Substantial Use

Organizational Substantial Use occurs when at least 20% of purchased seats, rounded up to the next whole seat, have become Active Training Seats.

8.3 Additional Seats

Additional seats may be eligible for a refund within 14 calendar days after purchase if the seats remain unassigned and unused.

Additional seats inherit the existing license expiration date. Purchasing additional seats does not extend the Organizational License Term.

Once an additional seat has been assigned and substantive training activity has begun, that seat is generally non-refundable.

8.4 Organizational Renewals

An erroneous or unintended organizational renewal may be eligible for a refund when:

  • The request is submitted within 14 calendar days after the renewal charge.
  • Organizational Substantial Use has not occurred during the renewed Organizational License Term and separately contracted services have not materially commenced under controlling contract terms.
  • The request otherwise satisfies the Refund & Cancellation Policy and applicable Order Form.

8.5 Billing Errors

Company will investigate verified billing errors, including duplicate charges, incorrect seat quantities, incorrect plan charges, and charges occurring after documented cancellation.

Verified billing errors may be corrected or refunded outside the ordinary refund windows.

8.6 Unused Seats

Unassigned or unused seats do not automatically qualify for refunds, credits, or extensions.

Customer may not roll unused seats into a later term unless Company expressly agrees in writing.

8.7 Certificates

A refund does not automatically revoke a legitimately earned Certificate of Completion. Certificate issuance, verification, and revocation are governed by Section 13 of the Terms of Service.

8.8 Termination and Refunds

Refund eligibility following suspension or termination is governed by this Section, the Refund & Cancellation Policy, the applicable Order Form, and applicable law.

9. Implementation and Training Services

If Company provides onboarding, Administrator training, configuration, data preparation, or other implementation services, the applicable Order Form or statement of work must identify:

  • Services to be provided: [Implementation Services]
  • Deliverables: [Deliverables]
  • Implementation schedule: [Implementation Dates]
  • Customer dependencies: [Customer Dependencies]
  • Acceptance criteria: [Acceptance Criteria]
  • Acceptance period: [Number of Days]
  • Implementation fees: [Implementation Fees]
  • Support responsibilities: [Support Responsibilities]

Customer will provide timely access to its Administrators, technical contacts, required information, and other resources reasonably necessary for implementation.

Customer delays may extend the implementation schedule.

Unless the applicable Order Form states otherwise, implementation services do not transfer ownership of KPMS or any Company materials to Customer.

10. Customer Responsibilities and Institutional Obligations

Customer is responsible for:

  • Ensuring that Learners use KPMS only for authorized purposes.
  • Ensuring that Learners comply with the Terms of Service.
  • Protecting account credentials and administrative credentials.
  • Maintaining accurate seat and Learner assignments.
  • Ensuring that real patient information is never entered into KPMS.
  • Providing lawful instructions concerning Learner access and training records.
  • Obtaining any consent or authorization required for Learner participation.
  • Complying with applicable employment, education, privacy, accessibility, and student-data laws.

If Customer is a school, college, workforce program, or other educational institution, Customer remains responsible for its obligations under the Family Educational Rights and Privacy Act, applicable state student-data laws, and other education-related requirements applicable to Customer.

Company processes Learner training records as directed by Customer and as described in the Privacy Policy, the applicable Order Form, and this Agreement.

Retention and deletion practices are described in the Privacy Policy.

Customer may request a separate data protection, student-data, or data processing addendum at [Customer's Request and Company Approval]. If required, the Parties may execute:

  • Data Protection or Student Data Addendum: [Determine based on customer requirements and applicable law before execution]

11. Health Information and HIPAA Status

KPMS is offered solely for fictional training data, not for processing protected health information on behalf of a covered entity. Company does not offer a business associate agreement for the standard KPMS simulator service. Actual HIPAA status is determined by the services and information processed and requires legal review when relevant.

KPMS is designed for fictional training data only. Customer and its Learners must not enter real patient information, protected health information, medical record numbers, insurance identifiers, clinical records, or other identifiable patient information into KPMS.

Customer is responsible for keeping protected health information and other confidential clinical information out of the Platform.

If Customer or a Learner submits real patient information inadvertently, Customer must promptly notify Company at info@kpmstraining.com without including additional patient details in the notification.

The prohibition on real patient information is also stated in Section 14 of the Terms of Service.

12. Confidentiality

12.1 Confidential Information

"Confidential Information" means non-public information disclosed by one Party to the other Party that is identified as confidential or that reasonably should be understood to be confidential based on its nature and the circumstances of disclosure.

Company Confidential Information includes non-public Platform functionality, software, training materials, pricing, security information, business plans, and technical documentation.

Customer Confidential Information includes non-public business information, Learner information, organizational information, and information Customer provides for implementation or administration.

12.2 Obligations

The receiving Party will:

  • Use Confidential Information only to perform or exercise rights under this Agreement.
  • Protect Confidential Information using reasonable care.
  • Limit access to personnel, contractors, and professional advisers who have a need to know and are bound by confidentiality obligations.
  • Not disclose Confidential Information except as permitted by this Agreement or required by law.

12.3 Exclusions

Confidential Information does not include information that the receiving Party can demonstrate:

  • Was publicly available without breach of this Agreement.
  • Was already lawfully known without confidentiality obligations.
  • Was independently developed without use of the disclosing Party's Confidential Information.
  • Was lawfully received from a third party without confidentiality obligations.
  • Was approved for release in writing by the disclosing Party.

12.4 Required Disclosure

A receiving Party may disclose Confidential Information when required by law, subpoena, court order, or governmental authority. To the extent legally permitted, the receiving Party will provide prompt notice and reasonable cooperation so the disclosing Party may seek protective treatment.

12.5 Term

These confidentiality obligations begin on the Effective Date and continue for [Confidentiality Period] years after termination or expiration of this Agreement.

Trade secret obligations continue for as long as the information remains a trade secret under applicable law.

12.6 Return or Destruction

Upon written request or termination, each Party will return or destroy the other Party's Confidential Information, except for copies retained in routine backups, legal records, or records required by law.

Retained information remains subject to this Section.

13. Data Protection, Security, and Access

Company will maintain reasonable administrative, technical, and organizational safeguards designed to protect Platform accounts and information processed through KPMS.

Company may maintain audit records concerning:

  • Authentication and sign-in events.
  • Training progress and assessment results.
  • Administrative actions.
  • Role and permission changes.
  • License and seat assignments.
  • Payment entitlement changes.
  • Suspected misuse or security incidents.

Customer will:

  • Designate authorized Administrators.
  • Maintain the confidentiality of Administrator credentials.
  • Promptly remove access for Learners who are no longer authorized.
  • Notify Company of suspected unauthorized access.
  • Use KPMS only through supported access methods.
  • Avoid entering protected health information or other prohibited information.

Company will notify Customer of a confirmed security incident affecting Customer information without unreasonable delay and within [Number of Business Days] business days after Company confirms the incident, unless law enforcement or applicable law requires a delay.

The notice will include information reasonably available to Company concerning the nature of the incident, affected information, and mitigation steps.

Company will not be required to provide information that would compromise security, confidentiality, or an investigation.

The Privacy Policy governs additional privacy, retention, deletion, and information-handling practices.

If Customer requires a separate data protection or student-data addendum, the Parties may execute one as follows:

Separate Addendum: [Addendum Title or "Not Applicable"]

14. Intellectual Property

Company and its licensors retain all right, title, and interest in KPMS and its proprietary materials.

This includes:

  • Curriculum and instructional materials.
  • Simulated patient accounts and data.
  • Claims, remittances, and payment scenarios.
  • Denial-management exercises.
  • Assessments, answer keys, and scoring methods.
  • Work queues and capstone scenarios.
  • Reports and certificate templates.
  • Software, interfaces, and related documentation.
  • Except for the limited License granted under this Agreement, no rights are transferred to Customer.

Customer receives a limited, non-exclusive, non-transferable, non-sublicensable right to use KPMS for internal training during the applicable Organizational License Term.

Customer may not copy, distribute, publish, resell, or commercially exploit KPMS materials except as expressly permitted in writing.

Certificates of Completion are issued to individual Learners. They are not owned by Customer and do not represent a certification or accreditation granted to Customer.

Customer retains ownership of Customer materials provided to Company. Customer grants Company a limited right to use those materials as necessary to provide the contracted services.

15. Suspension and Termination

15.1 Termination for Material Breach

Either Party may terminate this Agreement or the affected Order Form if the other Party materially breaches this Agreement and fails to cure the breach within [Cure Period] days after receiving written notice.

Company may suspend access during the cure period when reasonably necessary to protect the Platform, security, assessment integrity, or other customers.

15.2 Immediate Suspension

Company may immediately suspend some or all access if reasonably necessary to address:

  • A security threat.
  • Credential sharing.
  • Unauthorized access.
  • Fraud or suspected fraudulent activity.
  • Material misuse of the Platform.
  • A legal or regulatory requirement.

Company will provide notice and an opportunity to resolve the issue when reasonably practicable.

15.3 Insolvency

Either Party may terminate this Agreement to the extent permitted by law if the other Party:

  • Becomes insolvent.
  • Makes a general assignment for the benefit of creditors.
  • Enters liquidation.
  • Has a bankruptcy or receivership proceeding filed against it that is not dismissed within [Number of Days] days.
  • Ceases substantial business operations.

15.4 Effect of Termination

Upon expiration or termination:

  • Customer and Learners must stop using KPMS, except as expressly permitted by Company.
  • Customer must pay all undisputed amounts accrued through the effective termination date.
  • Company may disable affected seats and administrative access.
  • Customer must return or destroy Company Confidential Information as required by Section 12.
  • Refund eligibility remains governed by Section 8 and applicable law.
  • Training records and certificate records are handled according to the Terms of Service and Privacy Policy.
  • Customer and Learners may not continue using KPMS after termination by creating replacement accounts or using another customer's credentials.

15.5 Survival

Provisions that by their nature should survive termination will survive, including payment obligations, confidentiality, intellectual property, limitations of liability, dispute provisions, records retention, and provisions concerning accrued rights.

16. Discontinuation of the Service

If Company ends purchased access early or materially reduces the purchased training program for reasons not attributable to Customer's material breach, Company will provide one or more of the following remedies:

  • A pro-rated refund for the unused portion of the applicable Organizational License Term.
  • An account credit mutually accepted by Customer where legally permitted.
  • Restoration of the affected service.
  • A substantially equivalent replacement service.
  • Another mutually accepted arrangement.

The applicable remedy will be determined in accordance with the Terms of Service, the Refund & Cancellation Policy, the applicable Order Form, and applicable law.

No remedy under this Section applies to access suspension or termination caused by Customer's breach, fraud, misuse, nonpayment, security threat, or violation of the Terms of Service.

17. Limitation of Liability

To the maximum extent permitted by applicable law, neither Party will be liable to the other Party for indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or relating to this Agreement.

This exclusion includes lost profits, lost revenue, lost business opportunities, loss of goodwill, and loss of anticipated savings, regardless of the legal theory asserted.

To the maximum extent permitted by applicable law, each Party's aggregate liability arising out of or relating to this Agreement will not exceed the fees paid or payable under the applicable Order Form during the [Applicable Liability Period] before the event giving rise to the claim.

The limitations and exclusions in this Section do not apply to:

  • Gross negligence.
  • Willful and wanton conduct.
  • Fraud or fraudulent misrepresentation.
  • Death or bodily injury caused by a Party's conduct.
  • A Party's breach of its confidentiality obligations.
  • A Party's infringement or misappropriation of the other Party's intellectual property rights.
  • Customer's payment obligations.
  • A Party's indemnification obligations, if any, expressly stated in the applicable Order Form.
  • Liability or rights that cannot lawfully be limited or excluded.

Nothing in this Agreement limits non-waivable consumer or statutory rights, although this Agreement is intended to govern a business-to-business or institutional relationship.

Attorney Review Note: This Section requires review by a Georgia-qualified attorney before execution.

18. Governing Law, Venue, and Dispute Resolution

Georgia law governs this Agreement without regard to conflict-of-law principles, except where applicable law requires otherwise.

The Parties will first attempt to resolve any dispute through good-faith discussions between authorized representatives.

The Parties may elect mediation by mutual written agreement. If the Parties elect mediation, they will agree in writing on the mediator, location, allocation of costs, and mediation procedures.

If the dispute is not resolved through good-faith discussions or an elected mediation process, the dispute must be brought in the state or federal courts located in [County], Georgia.

Each Party consents to the personal jurisdiction and venue of those courts for disputes arising from or relating to this Agreement.

This mandatory Georgia venue provision applies to the business-to-business or institutional relationship governed by this Agreement.

No arbitration agreement or class-action waiver is created by this Agreement. Arbitration will apply only if the Parties expressly elect it in a signed Order Form that identifies the applicable arbitration rules and procedures.

Nothing in this Section prevents a Party from seeking emergency injunctive or equitable relief when necessary to protect confidential information, intellectual property, security, or the Platform.

19. Notices

Notices under this Agreement must be in writing.

Notices to Company must be sent to:

  • Transformation Revenue Cycle Management
  • Attention: [Company Notice Contact]
  • Address: [Company Notice Address]
  • Email: info@kpmstraining.com
  • Telephone: (470) 797-0090

Notices to Customer must be sent to:

  • [Customer Legal Name]
  • Attention: [Customer Notice Contact]
  • Address: [Customer Notice Address]
  • Email: [Customer Notice Email]
  • Telephone: [Customer Notice Telephone]

Routine account, billing, renewal, and service communications may be sent to the email address associated with Customer's account or Order Form.

A notice is effective:

  • Upon confirmed delivery by personal delivery.
  • Upon confirmed delivery by recognized overnight courier.
  • Upon confirmed delivery by certified mail or another trackable postal method.
  • Upon electronic confirmation of transmission if sent by email and no delivery failure notice is received.

A Party may update its notice information by written notice to the other Party.

20. General Provisions

20.1 Assignment

Company may assign this Agreement to an affiliate, successor, purchaser of substantially all relevant assets, or other entity in connection with a merger, reorganization, or sale of the applicable business.

Customer may not assign or transfer this Agreement or an Order Form without Company's prior written consent.

Any prohibited assignment is void.

20.2 Subcontractors

Company may use qualified subcontractors and service providers to provide KPMS, hosting, payment processing, support, security, or implementation services.

Company remains responsible for its contractual obligations under this Agreement.

20.3 Independent Contractors

The Parties are independent contractors.

This Agreement does not create a partnership, joint venture, agency, franchise, employment relationship, or fiduciary relationship.

Neither Party may bind the other Party without written authorization.

20.4 Force Majeure

Neither Party will be liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, severe weather, war, terrorism, civil unrest, labor disruptions, governmental action, utility failures, widespread internet or telecommunications failures, cyberattacks, or failures of third-party infrastructure.

The affected Party will provide reasonable notice and use commercially reasonable efforts to resume performance.

Force majeure does not excuse Customer's obligation to pay undisputed amounts already due.

20.5 Severability

If a provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in effect.

The invalid or unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving its intended purpose, where permitted by law.

20.6 Waiver

A waiver must be in writing and signed by the Party granting it.

A failure or delay in enforcing a right is not a waiver of that right.

20.7 Entire Agreement

This Agreement, the applicable Order Form, the Terms of Service, the Refund & Cancellation Policy, the Privacy Policy, and any applicable signed addendum constitute the entire agreement between the Parties concerning the organizational or institutional KPMS License.

They replace all prior or contemporaneous proposals, discussions, understandings, and communications concerning that subject.

20.8 Amendments

An amendment to this Agreement must be in writing and signed by authorized representatives of both Parties.

Company may update the Terms of Service, Refund & Cancellation Policy, or Privacy Policy as permitted by those documents and applicable law. An update does not retroactively reduce Customer's rights under a completed purchase unless legally permitted and properly agreed.

20.9 Counterparts and Electronic Signatures

This Agreement may be signed in counterparts.

Electronic signatures and electronic copies are effective as originals to the extent permitted by applicable law.

20.10 No Third-Party Beneficiaries

This Agreement does not create third-party beneficiary rights, except where the applicable Order Form expressly provides otherwise.

20.11 Publicity

Neither Party may use the other Party's name, logo, or trademarks in external marketing without prior written consent, except as required by law or agreed in writing.

20.12 Survival

Sections concerning payment obligations, confidentiality, data protection, intellectual property, suspension and termination effects, limitation of liability, governing law, dispute resolution, notices, and any other provision that by its nature should survive will survive expiration or termination.

21. Signature Block

The Parties agree to the terms of this Agreement through their authorized representatives.

COMPANY

[CONFIRM REGISTERED LEGAL NAME: Transformation Revenue Cycle Management]

By: ______________________________________

Name: [Company Signatory Name]

Title: [Company Signatory Title]

Date: ____________________________________

Company Formation State: [CONFIRM STATE OF FORMATION]

Company Address: [Company Address]

CUSTOMER

[Customer Legal Name]

By: ______________________________________

Name: [Customer Signatory Name]

Title: [Customer Signatory Title]

Date: ____________________________________

Customer Formation State: [Customer State of Formation]