RELEASE OF LIABILITY AND ASSUMPTION OF RISK
The individual named below (referred to as "I" or "me") desires to participate in the Innovation Challenge (the "Activity") sponsored by athenahealth, Inc., a Delaware corporation (the "Company"). As lawful consideration for being permitted by the Company to participate in the Activity, I agree to all the terms and conditions set forth in this agreement (this "Agreement"). I hereby represent and warrant on an ongoing basis to comply with the Eligibility and Official Rules and acknowledge that a copy of the Eligibility and Official Rules has been provided to me.
I hereby expressly waive and release any and all claims, now known or hereafter known in any jurisdiction throughout the world, against the Company and its affiliates, and their respective officers, directors, licensors, partners, employees, agents, subcontractors, shareholders, members, managers, successors and assigns (collectively, "Releasees"), arising out of or attributable to my participation in the Activities, whether arising out of the negligence of the Company or any Releasees or otherwise. I COVENANT NOT TO MAKE OR BRING ANY SUCH CLAIM AGAINST THE COMPANY OR ANY OTHER RELEASEE, AND FOREVER RELEASE AND DISCHARGE THE COMPANY AND ALL OTHER RELEASEES FROM LIABILITY UNDER SUCH CLAIMS.
IN NO EVENT SHALL THE COMPANY OR THE RELEASEES BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, SPECULATIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF USE, LOSS OF DATA, LOSS OF BUSINESS, LOSS OF GOOD WILL, BUSINESS INTERRUPTION, AND LOSS OF INCOME OR PROFITS), REGARDLESS OF WHETHER IT HAD AN ADVANCE NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL THE RELEASEES BE LIABLE TO YOU FOR ANY DIRECT DAMAGES IN EXCESS OF $100.
I shall defend, indemnify and hold harmless the Company and all other Releasees against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorney fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, arising out or resulting from any claim of a third party related to the Activities.
This Agreement constitutes the sole and entire agreement of the Company and me with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. This Agreement is binding on and shall inure to the benefit of the Company and me and their respective successors and assigns. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction). Any claim or cause of action arising under this Agreement may be brought only in the federal and state courts located in Boston, Massachusetts and I hereby consent to the exclusive jurisdiction of such courts.
BY SIGNING, I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT AND THAT I AM VOLUNTARILY GIVING UP SUBSTANTIAL LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE THE COMPANY.
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