ACCESS AGREEMENT

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS
CAREFULLY BEFORE CONTINUING.

THE PURPOSE OF THIS ACCESS AGREEMENT ("Agreement") IS TO GIVE INTERESTED PARTIES THE OPPORTUNITY TO REVIEW AND EVALUATE 3M™ APR DRGs (3m™ All Patient Refined Diagnosis Related Groups).

AS USED IN THIS AGREEMENT, THE WORD "YOU" MEANS: (i) YOU, IN YOUR INDIVIDUAL CAPACITY, IF YOU ARE USING THE MATERIALS (AS DEFINED BELOW) FOR PURPOSES of REVIEW AND EVALUATION, AND/OR (ii) YOUR EMPLOYER, IF YOU OR OTHERS WITHIN YOUR ORGANIZATION WILL USE THE MATERIALS ON YOUR EMPLOYER’S BEHALF FOR PURPOSES OF REVIEW AND EVALUATION. THE MATERIALS ARE 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. BY CLICKING "ACCEPT," OR BY OTHERWISE USING OR ACCESSING THE MATERIALS, YOU SIGNIFY YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS.

     1.   Materials. As used herein, the term "Materials" shall mean the 3M APR DRG Software and the Definitions Manual for the 3M APR DRG Classification System, including their respective 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 Materials). Title to the Materials, 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 access and use the Materials for the sole and exclusive purpose of Review and Evaluation. Except to the extent required by law or expressly permitted herein, You shall not: (i) modify or translate the Materials into any natural language or computer language, (ii) resell, re-license or redistribute the Materials to any third party, (iii) decompile, reverse-engineer, or disassemble the Materials, (iv) use the Materials for any purpose other than Review and Evaluation, or (v) create any derivative work based upon the Materials 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 Materials 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 Materials, unless You violate a provision of this Agreement in which event this Agreement and the License shall terminate immediately and without further notice. Upon termination you must immediately discontinue use of the Materials.

     4.   No Warranties. THE MATERIALS ARE 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 MATERIALS WILL BE ERROR-FREE, THAT YOUR USE OF THE MATERIALS WILL BE UNINERRUPTED. Some states may give You legal 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 Materials at no charge for a limited purpose and term. You agree that You are solely responsible for Your use of the Materials, and all decisions and submissions made based upon the Materials. 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 MATERIALS 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, CUMULATIVE LIABILITY FOR ANY DAMAGES (DIRECT OR OTHERWISE) OR LOSS ARISING FROM THIS AGREEMENT OR YOUR USE OF THE MATERIALS, 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 Materials on behalf of the United States Government, or any department, bureau, agency, commission or any other Government body or entity, the following provisions apply unless specified otherwise under separate agreement between the parties. The Materials are commercial technical data and/or commercial computer software which were developed exclusively at private expense. Your rights with respect to the access to and use of the Materials are solely and exclusively those set forth in this Agreement.

     7.   Export Control Laws. The Materials may be subject to U.S. export control laws and regulations and shall not be 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 that by accessing the Materials You are not prohibited from receiving the Materials under U.S. export control laws and regulations.

     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 Materials shall be exclusively 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 Materials. You may preserve this Agreement in written form by printing it for Your records, and You waive any other requirement that these terms and conditions be evidenced by a written document.

       I Decline