Navitus Health Solutions, LLC

Maximum Allowable Cost List Non-Disclosure Agreement

This Maximum Allowable Cost List (the “MAC list”) is being provided at no cost solely to the individuals who receive it directly from Navitus Health Solutions, LLC.  Navitus permits you to use the MAC list only in accordance with the terms of this Agreement. By using, copying, or internally distributing all or any portion of the MAC list, you accept all the terms and conditions of this Agreement.  If you do not agree with these terms, do not use, copy or internally distribute the MAC list.

1. License. Navitus hereby grants to you a nontransferable, nonexclusive, limited license to possess and use the MAC list in accordance with the terms and conditions of this Agreement. You may use the MAC list only for your internal business purposes. Except for your internal business purposes, you may not modify, reproduce or copy the MAC list.  You may not sell, lease, assign, transfer, sublicense, or disseminate the MAC list (or permit any of the foregoing) or disclose the MAC list or any information pertaining thereto any party without the prior written consent of Navitus.

2. Warranty Disclaimer, Binding Agreement. THE MAC LIST IS PROVIDED BY NAVITUS “AS IS.” NAVITUS HEREBY DISCLAIMS ALL WARRANTIES OF ANY NATURE, EXPRESS, IMPLIED OR OTHERWISE, OR ARISING FROM TRADE OR CUSTOM, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

3. Ownership, Reservation of Rights. The MAC list is the property of Navitus, and Navitus retains all right, title and interest in and to the MAC list. The MAC list and information relating thereto constitute valuable confidential information of Navitus. Except as expressly stated herein, this Agreement does not grant you any property rights to the MAC list, and all rights not expressly granted are reserved by Navitus.

4. Limitation of Liability. IN NO EVENT WILL NAVITUS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS, OR COSTS WHATSOEVER, INCLUDING ANY GENERAL, SPECIAL, CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES, RESULTING FROM OR ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE MAC LIST.

You are solely responsible for your use of the MAC list. You hereby agree to indemnify and hold harmless Navitus against any loss, liability, damages, costs or expenses suffered or incurred by Navitus at any time as a result of any claim, action or proceeding arising out of or relating to your use of the MAC list.

5. Governing Law. This Agreement is governed by the internal laws of the State of Wisconsin.  Any judicial proceeding regarding any dispute arising out of this Agreement or any matter related hereto shall be brought only in the courts of the State of Wisconsin or in the United States District Court for the Western District of Wisconsin, and each Party consents to the exclusive jurisdiction of such courts.