SOFTWARE LICENSE AGREEMENT

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE CONTINUING. AS USED HEREIN, THE WORD “YOU” MEANS: (i) YOU, IN YOUR INDIVIDUAL CAPACITY, IF YOU USE THE SOFTWARE (AS DEFINED BELOW) FOR PERSONAL, NON-COMMERCIAL PURPOSES, AND/OR (ii) YOUR EMPLOYER, IF YOU OR OTHERS WITHIN YOUR ORGANIZATION WILL USE THE SOFTWARE ON YOUR EMPLOYER’S BEHALF. THE SOFTWARE IS AVAILABLE FOR YOUR ACCESS AND USE ONLY ON THE CONDITION THAT YOU AGREE TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK “DECLINE” TO DISCONTINUE THE DOWNLOAD. BY CLICKING “ACCEPT,” OR BY OTHERWISE USING OR ACCESSING THE SOFTWARE, YOU SIGNIFY YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS.

1. Software. As used herein, the term “software” shall mean a limited-functionality version of 3M’s proprietary APR DRG Software, including its content (the logic, formulas, algorithms and software code for selecting a particular code for defining or assigning a particular patient classification or subset of patient classifications or selecting a particular code or subset of codes contained or reflected in such Software), together with any enhancement or modification thereto (“Update”), which 3M delivers to the U.S. Department of Health and Human Services, Public Health Service Agency for Healthcare Research and Quality (“AHRQ”) for incorporation into AHRQ’s Quality Indicator Software. Title to the Software, and the ownership of all copyright, trademark, patent, trade secret, or any other right of a similar kind or nature arising under the laws of any country in the world (collectively, “Intellectual Property Rights”) thereto, are the property of 3M and/or its suppliers.

2. License. Provided that you are in complete compliance with the terms and conditions of this Agreement, 3M grants to You a limited, non-transferable, non-assignable, revocable license (“License”) to download and install the Software, and to use the Software solely and exclusively as it has been incorporated within AHRQ’s Quality Indicator Software. Except to the extent required by law or expressly permitted herein, You shall not: (i) modify or translate the Software into any natural language or computer language, (ii) resell, re-license or redistribute the Software to any third party, (iii) decompile, reverse-engineer, or disassemble the Software, (iv) extract, or use the Software apart from, AHRQ’s Quality Indicator Software, or (v) create any derivative work based upon the Software or any of its content. You agree to indemnify and hold 3M harmless from any demand, claim, suit, loss, judgment, damage, cost or expense of any type or kind (including attorney’s fees) arising out of or related to Your use of the Software in any manner, or which exceeds the scope of this License or violates any term or condition of this Agreement.

3. Term and Termination, Notices. The License granted herein allows You to use the Software unless You violate a provision of this Agreement in which event this Agreement and the License shall terminate immediately and without further notice. 3M also reserves the right to immediately terminate the License at any time, and for any reason, by giving You notice as specified herein. Upon termination you must immediately discontinue use of the Software. It is understood and agreed that 3M shall be entitled to communicate all notices to You concerning the License, including its termination, by and through AHRQ at the following website: http://qualityindicators.ahrq.gov. You agree to periodically check this website, and to be bound by any postings from 3M concerning this Agreement, including the termination of this Agreement, or the modification of any terms herein.

4. No Warranties. THE SOFTWARE IS PROVIDED TO YOU ON AN “AS IS” BASIS. 3M AND ITS SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. 3M DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, THAT YOUR USE OF THE SOFTWARE WILL BE UNINERRUPTED, OR THAT THE SOFTWARE DELIVERED VIA THE INTERNET WILL BE FREE OF VIRUSES AND OTHER HARMFUL ELEMENTS. Some states may give Youlegal rights that differ from the foregoing.

5. Your Responsibility for Use, Limitation of Liability, Indemnification. You acknowledge that You are being provided access to, and use of, the Software at no charge. You agree that You are solely responsible for Your use of the Software including, but not limited to, monitoring and verifying the input to the Software, and all decisions and submissions made based upon the output of the Software. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY LAW, 3M AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA ARISING FROM YOUR USE, OR INABILITY TO USE, THE SOFTWARE REGARDLESS OF WHETHER SUCH DAMAGES OR LOSS ARE BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY, EVEN IF 3M WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, IN THE EVENT THAT THE FOREGOING LIMITATION OF LIABILITY IS UNENFORCEABLE IN WHOLE OR IN PART FOR ANY REASON, YOU AGREE THAT IN NO EVENT SHALL 3M’S TOTAL LIABILITY FOR ANY DAMAGES (DIRECT OR OTHERWISE) OR LOSS REGARDLESS OF THE FORM OF ACTION OR CLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED $100.00. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND WARRANTY IN THESE TERMS AND CONDITIONS ARE FAIR AND REASONABLE. Some states may give you legal rights that differ from the foregoing.

6. Government End User. If you are acquiring the Software on behalf of the United States Government, or any department, bureau, agency, commission or any other Government body or entity, the following provisions apply. The Software are commercial technical data and/or commercial computer software which were developed exclusively at private expense. Your rights with respect to the possession and use of the Software are solely and exclusively those set forth in this Agreement.

7. Export Control Laws. The Software may be subject to U.S. export control laws and regulations and shall not be downloaded by, exported or re-exported to, any country currently under an embargo of the United States Government, including Cuba, Iran, Iraq, Libya, North Korea, Syria, Yugoslavia (or by or to any national or resident of any of the foregoing countries), or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the United States Commerce Department’s Table of Deny Orders. You specifically represent and warrant to 3M by downloading the Software that You are not prohibited from receiving the Software under U.S. export control laws andregulations.

8. Controlling Law, Dispute Resolution. This License shall be governed by and construed in accordance with the laws of the United States and the State of Minnesota, as applied to agreements entered into and to be performed entirely within Minnesota between Minnesota residents. You agree that any proceeding arising out of or relating to Your use of the Software shall be instituted and venued in a state or federal court sitting in Ramsey County, Minnesota, and You hereby consent to the personal jurisdiction of the State of Minnesota for such purposes.

9. Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portions thereof, to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.

10. Complete Agreement. This Agreement constitutes the entire agreement between the parties with respect to the use of the Software; however, 3M may revise and update these terms and conditions at any time, and Your continued use of the Software of the Software is conditioned upon Your compliance with the revised terms and conditionsfound at the AHRQ website. You may preserve this Agreement in written form by printing them for Your records, and You waive any other requirement that these terms and conditions be evidenced by a written document.