Data Files License Agreement

Yost Engineering, Inc. ("YEI"), a for-profit corporation located at 630 Second Street, Portsmouth, OH, 45662, hereby grants a nonexclusive license to Purchaser ("Organization"), for the uses and data components purchased herein ("Product"), subject to the following terms.

Data Scope

Product is to be utilized by Organization only within a single business location of Organization by Organization's employees or contracted staff members ("End-Users").

CPT Licensing (for content that includes CPT)

CPT codes are copyright 1998-2009 American Medical Association (AMA). CPT codes may not be used by more than 1 End-User unless (a) an appropriate license agreement with the AMA has been entered into for such use by Organization or (b) Organization purchases additional user licenses from YEI, so that YEI may satisfy the AMA licensing requirements appropriately on behalf of Organization.

Any printed CPT data will display the following notice on each page or as often as reasonably practical: "CPT only © 2009 American Medical Association. All Rights Reserved." The AMA copyright notice shall be incremented each year to conform with future CPT updates.

YEI Provision of Data

All problems or concerns about the content, completeness, or specifications of the Product which may require maintenance or support, shall be forwarded to YEI on a timely basis. YEI shall be solely responsible for resolving all Organization questions, requests, or problems.

License Granted

YEI grants Organization a non-exclusive license to incorporate the Product, as periodically updated, for use within Organization. This license may not be re-assigned or extended without the written consent of YEI.

Copyrights and Trademarks

Vendor acknowledges that YEI is the owner of all copyright, trademark and other rights in Product and subsequent updates. Organization agrees to make all reasonable efforts to protect against and prevent any infringement of the copyrights or proprietary rights residing respectively in Product, including data, files, formats, and other components.

Warranties

YEI warrants that it has the authority to grant the rights herein. YEI shall not be deemed to be engaged in the practice of medicine or dispensing medical services. Product is licensed "as is" without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.

The entire risk of the quality and performance of Product rests with the Organization. YEI disclaims responsibility for any errors in Product and for any consequences attributable to or related to any uses, nonuse or interpretation of information contained in or not contained in Product.

Miscellaneous

Organization shall be responsible for all of its own expenses in implementing Product and for any sales, use or other taxes due any appropriate entity based on purchase or use of Product. Organization may not assign any of the rights herein without prior written approval of YEI.

If any provision of this Agreement shall be unenforceable, the rest of this Agreement shall remain in full force. This Agreement shall be interpreted and construed in accordance with, and shall be governed by, the laws of the State of Ohio. The courts of the State of Ohio shall have exclusive jurisdiction over any action arising hereunder or related to the subject matter hereof, and the parties hereto agree to submit to the jurisdiction of the courts of the State of Ohio, County of Scioto.

This is the entire Agreement between the parties as to the subject matter. Any amendment must be in writing and signed by both parties.

Notices

Notices and requests for approval shall be sent via receipted delivery service to YEI at 630 Second Street, Portsmouth, OH 45662.