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HomeMy WebLinkAbout121916_ca08615 Sheridan Street Port Townsend, WA 98368 www.JeffersonCountyPublicHealth.org Consent Agenda Public Healt December 15, 2016 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Philip Morley, County Administrator FROM: Vicki Kirkpatrick, Director DATE: December 15, 2016 SUBJECT: Agenda Item — Business Associate Agreement with a -MDs, Inc. for electronic Health Records and Revenue Cycle Management; upon signature — until terminated; $3,700 monthly minimum (or 9% of monthly expected revenue above $32,087.68) STATEMENT OF ISSUE: Jefferson County Public Health, Community Health, requests Board approval of the Business Associate Agreement with a -MDs, Inc. for electronic Health Records and Revenue Cycle Management; upon signature — renewing annually until terminated; until terminated; $3,700 monthly minimum (or 9% of monthly expected revenue above $32,087.68). ANALYSIS/STRATEGIC GOALS/PRO'S and CON'S: We have been utilizing a -MDs electronic medical records system since 2012, following an extensive bid process. We are now seeking to expand the contract with a -MDs for them to provide revenue Cycle Management. Revenue Cycle Management through a -MDs will provide consistent medical billing services for the Jefferson County Public Health clinics, including invoice and claim generation, claims review and scrubbing, claim submission, rejection and refiling management, denial management including reasonable appeals, payment and adjustment posting, patient billing, training, account management including monthly meetings with clinic management, and reasonable reports review. Utilizing Revenue Cycle Management will also transition a -MDs from a local workstation install and dedicated server managed by Jefferson County Central Services, to a secure cloud based solution. E -MDs will handle updates at times that will not impact access to a -MDs by clinic staff and will maintain all hardware, antivirus and any other aspects associated with hosting the application in a secure environment. Utilizing a -MDs cloud subscription model and RCM will create a reduction in downtime in business hours for Jefferson County Public Health and time savings for Jefferson County Central Services/IT. Financial services coordination will remain with the health department's finance team. Community Health Environmental Health Developmental Disabilities Water Quality 360-385-9400 360-385-9444 360-385-9401 (f) Always working for a safer and healthier community (f) 360-379-4487 615 Sheridan Street Port Townsend, WA 98368 www.JeffersonCountyPublicHealth.org PU iC Hea� FISCAL IMPACT/COST BENEFIT ANALYSIS: This contract is funded by a combination of the Washington Health Care Authority Medicaid Incentive Program and fees. RECOMMENDATION: JCPH management request approval of the Business Associate Agreement with e -MDs, Inc. for electronic Health Records in a cloud based environment and the utilization of a -MDs Revenue Cycle Management; upon signature — renewing annually until terminated; $3,700 monthly minimum (or 9% of monthly expected revenue above $32,087.68). REV WED BY: Philip Morley , *ty Administrator' Date Community Health Environmental Health Developmental Disabilities Water Quality 360-385-9400 360-385-9444 360-385-9401 (f) Always working for a safer and healthier community (f) 360-379-4487 CM S HEALTHY SOLUTIONS. HEALTHY PATIENTS. HEALTHY PRACTICES. Revenue Cycle Management Service Proposal and License Agreement Prepared By: David Horvath Order Date Order Expiration Date Customer Legal Name Customer Contact Name Phone E-mail Address Customer Profile Full Time Providers Part Time Providers Other Providers (Affiliated, Residents, etc.) Number of Locations Number of Workstations Number of Users 12/16/2016 12/23/2016 Jefferson County Public Health Tammey Newton 360-385-9443 tnewton@co.jefferson.wa.us 615 Sheridan St. Port Townsend, WA 98368 2 1 0 1 17 13 Q016102S.1 Jefferson County Public Health RCM proposal SMM 12162016 RCM Order Form Page 1 of 3 Solution Series Revenue Cycle Management Options Product/Service Unit Price Full Time Provider RCM Minimum Fee Per Provider Per Month' $1,850.00 Part Time Provider RCM Minimum Fee Per Provider Per Month' $1,195.00 RCM Rate based upon expected monthly collections of $32,087.68 9.00% Initial Term 36 months eMDs Chart EHR (Includes Schedule, Tracking Board, DocMan, TaskMan) Included eMDs Bill PM (Includes Schedule, TaskMan, DocMan) Included eMDs Schedule (Includes TaskMan) Included eMDs Patient Portal (Per Provider) Included e -Prescribing Included Formularies (Per Provider) Included Results Interface (Lab/Radiology)' Included Direct Messaging" Included Immunization Export' Included HL7 Demographics Data Import' Included Implementation, Training l3 Go -Lives Included Hosting Solution (Per Provider Per Month)6 Included Hosting Solution Setup - Discounted by 100.00% $0.00 ePortalSetup' Included EDI (Claims, ERA, Eligibility) Setup Annual Maintenance (Support, Updates, Upgrades) Included Product/Service Minimum Monthly RCM Cost For Full Time Providers Per Month Minimum Monthly RCM Cost For Part Time Providers Per Month Additional User Cost Per Month' Additional Direct Messaging Cost Per Address Per Month" Microsoft SQL License Per User Cost' Minimum Monthly RCM Cost for 1 Part Time Provider Per Month (waived for 36 months) Total Monthly Minimum Charge" eMDs Hosting Services Setup Charge: Discounted by 100.00% Implementation Fees Total Implementation and Setup Fees Total Initial Fees (excluding Sales Tax) RCM Services Summary Claim Types: Other Consideration(s): Statements Incremental Charges10 Paper Claims Incremental Charges10 Third Party Additional Items TriZetto Clearinghouse Patient Education Medical Art Extended Price $3,700.00 $1,195.00 $0.00 $0.00 Hosted Customer: Included -$1,195.00 $3,700.00 $0.00 Included $0.00 $3,700.00 Professional Institutional/UB Workers Comp MVA Customer Credit Against Maintenance Already Paid? First Page: $0.67 Each Additional Page: $0.16 Per Claim: $0.65 Claims, Remits, Eligibility, Claims Status Included Included Included Jefferson County Public Health RCM proposal SMM 12162016 RCM Order Form Page 2 of 3 Solution Series Revenue Cycle Management Options Product/Service Unit Price Addenda, Attachments, Exhibits General Terms and Conditions Applicable to All Software and Services Revenue Cycle Management Service Schedule Hosting Solution Service Schedule Business Associate Agreement Patient Portal Service Schedule Auto Debit Authorization Statements of Work This order form and the Agreement are only valid for 30 days from the Order Date. If more than 30 days have elapsed since the Order Date, please contact your sales representative for an updated proposal. This agreement supersedes any prior agreement between Customer and eMDs. Order and Contract Acceptance IN WITNESS WHEREOF, effective as of the last date set forth below (the "EFFECTIVE DATE"), the respective authorized representative of each party has executed this Agreement, including the addenda, attachments, and exhibits set forth above, and intends to be bound hereby. Customer Signature: Printed Name: eMDs, Inc. Signature: Printed Name: DATE: DATE: References (1) A Part Time Provider is scheduled for 16 hours or less per week. Price includes AMA CPT' licenses, SQL, and, for hosted customers, Microsoft® Word for 5 users including provider for each full time provider, and 3 users including provider for each part time or affiliated provider. Additional users are $49/user/month. Customer must notify eMDs if the number of users or providers changes. / 11-0 `(2) eMDs may charge lab directly, client agrees to assist in completing necessary paperwork. / (3) Immunization Interface is dependent on the availability and specifics of your state. / (4) Patient First, Middle Initial, Last, DOB, Gender. Customer to provide access to data. '(5) Standard RCM includes: 8 hours project management; Ctuickstart wizard; 2 e -classes per provider for Solution Series , 8 hours of online training depending upon number of providers. All Solution Series customers receive 90 days of Acceleration Team support. ;(6) Hosted Customer Storage: Price includes information stored in SQL database regardless of size, as well as 20GB per practice for images, scans, and other data stored in the document management system. Overages for DocMan files are charged at $20/month/20GB or part thereof. Based upon initial storage of OGB, the expected initial monthly charge will be $0.00/month. This will grow overtime as storage increases and due to factors such as specialty, file quality, etc. '(7) ePortal setup is for Patient Portal and e-Prescribing/Formularies. (8) The minimum monthly charge will be billed monthly in advance. Subsequently, a true -up will be made monthly to determine based on the RCM Rate. If the calculation is in excess of the minimum monthy charge, the excess amount will be billed on the first invoice subsequent to the applicable period. In addition, any incremental charges (i.e. statements), will be billed on the first invoice subsequent to the applicable period. I(9) Sales Taxes are not included and will be charged upon invoicing. (10) Statement and paper claims charges are subject to change based on 3rd party rates. '(11) Direct messaging includes an address for each licensed provider, and one master account. Additional addresses are extra. Jefferson County Public Health RCM proposal SMM 12122016 RCM Order Form Page 3 of 3 eMDs General Terms and Conditions Applicable to All Software and Services 1. Software and Services. a. Customer will receive the Licensed Software and Services set forth in the Order Form. All Software and Services are subject to the Order Form, these General Terms and Conditions, the applicable Service Schedules, Exhibits, Attachments and any Statements of Work (collectively, the "Agreement"). During the Term of this Agreement, Customer may purchase additional Software or Services through additional Order Forms or Statements of Work. b. These Terms and Conditions will apply broadly across all Service Schedules, Exhibits, Attachments and Statements of Work. In the event of contrary, additional or inconsistent terms and conditions within the Agreement, the following order of precedence will apply: (i) the Business Associate Addendum; (ii) the Statement of Work; (iii) the applicable Service Schedule; (iv) these Terms and Conditions; and (v) the Order Form. 2. License. a. e -MDs hereby grants to Customer a limited, revocable, non-exclusive, non -transferable, non- sublicenseable license (a "License") for Customer to use and execute the object code version of the Licensed Software for Customer's internal business operation in accordance with this Agreement, a -MDs' Acceptable Use Policy (available in the a -MDs Legal Documents Resource Center on a -MDs Support Center) and the Documentation. The Licensed Software may be used concurrently only by the number of Providers designated in the Order Form, and, where applicable, only on the number of workstations and only by the total number of Users as may be designated in the Order Form. Customer may copy the applicable Licensed Software only as absolutely necessary for back-up purposes, but only consistent with prevailing practices for backup of application software similar to the Licensed Software. In no event shall the Software, or any copy thereof, be removed from the premises and facilities under the reasonable control of Customer, except for reasonable off-site storage backup copies and third party hosting of the Licensed Software. Customer agrees to keep an accurate accounting of all copies of the Software made and to provide a -MDs with such accounting upon request. Customer agrees that a -MDs or its designees may have access to Customer's computer hardware and media, by direct or remote access, to verify Customer's compliance with this Agreement. Under no circumstances shall this Order Form be construed to grant any License to the United States Government or any governmental agency or political subdivision thereof; additional terms shall apply with respect to any such transaction. Nothing in this Agreement shall be read to grant a license of any kind whatsoever with respect to any Software that is not identified in the Order Form and is not Licensed Software. Customer expressly acknowledges and agrees that Customer and Customer's employees, contractors and Users may not access or use any Software that is not Licensed Software. b. Customer understands and agrees that the Software, Documentation and Services are and shall at all times remain the property of a -MDs or its licensors, and Customer shall have no rights or interests therein except for the License granted to Customer. Customer shall not, and shall cause its employees, contractors and Users not to: 1) modify, adapt, alter, reverse engineer, decompile, reverse compile, or disassemble the Software; 2) create a derivative work or compilation of the Software, Documentation or Services, including without limitation any product or service derived or compiled from or based on, in whole or in part, any a -MDs services or products; 3) remove or alter any trademark, logo, copyright, or other proprietary notices, legends, symbols or labels in or on the Software, Documentation or Services; 4) copy, distribute, market, sell, lease, sublicense or otherwise transfer the Software, Documentation or Services, or any component or portion thereof, to third parties; 5) use the Software, Documentation or Services in a way that violates the rights of a third party including, but not limited to, intellectual property rights; or 6) use the Software, Documentation or Services in any way that violates applicable law. Any and all modifications of and software derivative to the Software, Documentation or Services, and any libraries, interfacing software, templates, data or other materials intended to be utilized with the Software or Services must be developed by a -MDs and not by Customer, its employees or contractors. Any such modifications, derivatives, interfacing software, templates, data or other materials intended to be utilized with the Software or Services shall be and shall remain the property of a -MDs, and Customer and its employees shall have no rights or interests therein regardless of whether or not Customer suggested or pays for such development. General Terms and Conditions © 2015. Confidential. 26147778v20 Page 1 of 9 Rev. 11/2015 eMDs 3. Implementation. a -MDs and Customer agree to cooperate to develop, within one month of the Effective Date of the Agreement, an agreed scheduled project plan which shall identify implementation tasks and a timeline for completion of implementation. To the extent technically available with the Licensed Software and Services, the implementation services shall address the migration and conversion, if any, of existing Customer data to the a -MDs system and shall clearly define what data or records will be converted and any additional equipment or software requirements needed for conversion. 4. Training. a -MDs will provide its standard training services to Customer and its Users on the use of the Licensed Software and Services. Customer understands that if any additional training resources or other resources are required from a -MDs related to the Licensed Software or Services, the Customer will need to purchase such resources at the then applicable rates of e -MDs. Customer will ensure that Users are adequately and sufficiently trained and capable of using the Licensed Software and Services. S. Support. a. Resources. a -MDs will provide a full Help Desk and electronically -available support resources to support Customer's and its Users' use of the Licensed Software and Services. The Help Desk and other support resources will be available as set forth in the then -current Documentation (available on the a -MDs Legal Documents Resource Center on a -MDs Support Center). b. Scope Limits. If a -MDs (in its reasonable discretion) determines that the Customer is inordinately or excessively utilizing the standard a -MDs support resources, a -MDs will have the option to recommend that the Customer purchase training resources and other resources as may be appropriate for the Customer's personnel to more efficiently and effectively use the a -MDs Licensed Software and Services. If the Customer declines to receive and participate in a commercially reasonable manner in any such recommended services, a -MDs may prospectively (in its reasonable discretion) set reasonable limits on the amount and manner in which the Customer may request and a -MDs may provide such services on a time and materials basis. c. Upgrades. Subject to payment of the Fees for maintenance and support, Customer will receive upgrades to the Licensed Software (but not upgrades or enhancements considered by a -MDs to be new products or extensions). Use of such upgrades shall be subject to all of the terms and conditions of the Agreement including, but not limited to, the License. 6. Customer Representative. Customer will appoint a qualified employee(s) to serve as a liaison between Customer and a -MDs for all matters related to this Agreement. Such employee(s) must have full authority to enter into agreements and make binding decisions on behalf of Customer. Customer may appoint an Administrative Point of Contact to handle administrative matters related to this Agreement and a Technical Point of Contact to handle technical matters related to this Agreement. Customer agrees that a -MDs may rely on representations made by Customer's Point(s) of Contact. Customer may change its Point(s) of Contact at any time by giving written notice to e -MDs. a -MDs is under no obligation to accept instructions from anyone other than the Point(s) of Contact; however, e -MDs shall not be liable for any loss or damage resulting from a -MDs' reliance on any instruction, notice, document or communication reasonably believed by a -MDs to be genuine and originating from an authorized representative of Customer. 7. Customer Equipment Responsibilities. Customer is solely responsible for timely and properly providing, obtaining, managing and implementing and maintaining any and all information technology (IT) items (services and equipment) that are required for Customer and Users to access and use the Licensed Software and Services including, without limitation, hardware, software, and internet connectivity and ensuring that such IT items comply with the requirements set forth in the Documentation. Except for the limited and specific IT -related items specifically agreed to and purchased from e -MDs through the Agreement or through subsequent written transactions with a -MDs, e - MDs does not and has not agreed to provide any such IT items or other items or resources. If requested by Customer, e -MDs may be able to offer consulting or IT related resources at its then standard prices and terms and conditions to assist Customer subject to the terms of this Agreement. In the event a -MDs may also be able to provide contact information to assist Customer in obtaining such IT resources from third parties, a -MDs is not and will not be responsible for any such resources and equipment that may be provided to Customer either by Customer's own resources or by third parties. General Terms and Conditions © 2015. Confidential. 26147778v20 Page 2 of 9 R-11/2015 eMDs 8. Customer's Users. a. Customer is responsible for all activity of Users and others accessing or using the Software or Services through or on behalf of Customer. Customer is also responsible for (i) identifying and enrolling individuals who Customer determines should be Users; (ii) assigning appropriate roles and access rights to such Users; (iii) monitoring Users' access to and use of the Software and Services; (iv) acting upon any suspected or unauthorized access of information through the Software or Services; (v) acting upon any suspected or unauthorized access to and use of Software that is not Licensed Software; and (vi) ensuring each User's compliance with the Agreement. Customer must ensure that each individual Provider is and continues to be duly credentialed, licensed, registered, or authorized to provide health care services under all applicable laws and governmental regulations. Customer agrees to follow best practices to ensure compliance with this provision. b. Customer acknowledges that a -MDs may suspend or terminate any User's access to the Software, Services or any e -MDs website (i) for noncompliance with this Agreement or the applicable posted terms; (ii) if such User poses a threat to the security or integrity of the Software, Services or information available therein; (iii) upon suspension or termination of Customer; or (iv) upon notice of such suspension or termination of such User by Customer. Customer may suspend or terminate a User's access to the Software or Services at any time. 9. Customer Content. a. Ownership of Customer Content. By providing or inputting Customer Content into the Software or Services via any method, Customer represents and warrants to a -MDs that (i) Customer has all necessary rights to distribute or use any such Customer Content via the Software or Services; (ii) Customer is solely responsible for all aspects of such Customer Content; and (iii) such Customer Content does not violate the rights of any third party. Except as expressly stated in the Agreement, as between a -MDs and Customer, Customer owns such Customer Content and a -MDs has no proprietary, financial, or other interest in Customer Content. Notwithstanding the foregoing, Customer agrees that a -MDs may access, view and use the Customer Content as necessary to respond to Customer's specific support requests or inquiries; for the business operations of a -MDs related to the provision of Services; as may be required by applicable law, court order or governmental authority; and as otherwise permitted by the Agreement. b. Protection of Customer Content. Customer acknowledges and agrees that Customer is solely responsible for ensuring the integrity of its Customer Content and, except when Customer has purchased a -MDs Hosting Solution, conducting appropriate data backups. Customer is advised that a -MDs is not an insurer and is in no way responsible for any damages resulting from the loss, in whole or in part, of any data or other items making up Customer Content, regardless of the reason for such loss. 10. Fees. a. Fees. In consideration for the Services provided by and Licenses granted by a -MDs to Customer under the Agreement, Customer shall pay a -MDs all fees, charges and expenses specified in the Order Form and any other costs or charges agreed to by the parties in writing ("Fees"). Unless otherwise set forth in an applicable Service Schedule, Customer will pay all undisputed Fees within ten (10) days after the invoice date by an electronic funds transfer using the online ACH payment system that is used by a -MDs. Any Fees not disputed in writing within ten (10) days of the invoice date shall be deemed "undisputed" for all purposes of the Agreement. If such undisputed Fees are not paid in full when due, Customer agrees to pay a late fee of 1.5% per month and reimburse e -MDs for all collection costs, attorney's fees or other expenses reasonably incurred by a -MDs in collecting amounts due under this Agreement. b. Fee Adjustments. To the extent that the Fees are based on number of Providers, number of Users, number of workstations or any other metric identified in the Order Form (the "Variables"), Customer shall notify e - MDs of changes in such Variables at least thirty (30) days prior to the change occurring. In addition, a -MDs shall have the right to audit such Variables on a periodic basis through whatever means are available to a -MDs, and Customer shall cooperate with such audit. To the extent that the change results in an increase in a Variable(s) and a resulting increase in the Fees, such change shall be effective on the date the change first occurs and the Fees shall be adjusted accordingly. To the extent that the change results in a decrease in a Variable(s), such change will be effective on the first day of the next renewal term. To increase the number of Providers the level preceding the General Terms and Conditions © 2015. Confidential. 26147778v20 Page 3 of 9 Rev.11/2015 W -I,— , M ■ J decrease, Customer must pay (i) all maintenance and support payments for such Provider License for the then current term, or (ii) if it has been longer than six months since the effective date of the decrease, the full Provider license fee plus the applicable annual maintenance and support fee. c. Expense Reimbursement. Customer agrees to reimburse a -MDs for the travel expenses incurred by e - MDs in connection with this Agreement. d. Sales, Use and Other Taxes. In addition to the Fees, Customer shall also pay a -MDs any federal, state or local taxes, duties, excises or other similar amounts, however designated, that a -MDs may be required by law to collect or pay upon the sale, use, licensing or delivery of services or any other matter related to this Agreement. In the event Customer claims that no such taxes are due, it shall provide a -MDs, at a -MDs' request, with copies of such documentation as may be required by the taxing authorities. e. Renewal Fees. On the annual anniversary of the Effective Date, a -MDs may, upon one hundred 120 (120) days prior written notice to Customer, increase the Fees at a rate up to the change in the All Items Consumer Price Index for All Urban Consumers; United States City Average ("CPI") plus three percent (3%). 11. Term, Suspension and Termination. a. Term. The initial term of this Agreement and each Licensed Software and Service purchased hereunder is set forth in the Order Form. At the conclusion of the initial term, this Agreement shall automatically renew for successive one year terms unless either party gives written notice of non -renewal at least ninety (90) days prior to the end of the then current term. b. Suspension. a -MDs reserves the right to investigate suspected violations of the Agreement. a -MDs may suspend Customer's use of the Licensed Software and Services if (a) Customer's use of the Software or Services breaches the Agreement or poses a threat to the integrity of a -MDs' Software, Services or network; or (b) payment of any undisputed Fees is more than thirty (30) days overdue. a -MDs' right to suspend Customer's access to the Licensed Software or Services is in addition to any other rights and remedies (including termination rights), a -MDs may have. Any suspension imposed in accordance with this Section will not suspend the accrual of Fees nor relieve Customer of its obligation to pay Fees due. c. Termination for Breach. Either party may terminate this Agreement if the other party materially breaches this Agreement, unless (i) the breaching party cures the breach within 30 days following receipt of notice of same from the non -breaching party, or (ii) with respect to a breach which may not reasonably be cured within a 30 -day period, the breaching party commences, is diligently pursuing cure of, and cures the breach as soon as practical following receipt of notice of the breach from the non -breaching party. d. Early Termination. Customer may terminate the Agreement upon ninety (90) days prior written notice and payment of all fees due for the Licensed Software and Services provided up to the date of termination. Unless a different early termination fee is set forth in the applicable Service Schedule, should Customer terminate the Agreement prior to the end of the then current term, Customer agrees to pay an early termination fee equal to $5,000 per Provider. Customer agrees that this early termination fee is compensation to a -MDs for loss of the contractual bargain between Customer and a -MDs, and not a penalty imposed on Customer. e. Effect of Termination. Upon termination or expiration of this Agreement, all Services and the License will terminate and Customer will immediately cease all use of the Software, Documentation and Services and return all copies of such Software and related Documentation, and promptly destroy all copies of the a -MDs' Confidential Information. Customer is responsible to take appropriate steps prior to any such termination date to manage and perform any transition processes and business operations that Customer may need prior to any such termination date. 12. Confidential Information. a. Confidentiality. The Parties acknowledge that they will each provide to the other Confidential Information as part of carrying out the terms of this Agreement. a -MDs and Customer will be both a Receiving Party and a Disclosing Party at different times. The Receiving Party agrees that it will not (i) use any such Confidential Information in any way, except for the exercise of its rights and performance of its obligations under this Agreement, General Terms and Conditions Page 4 of 9 © 2015. Confidential. R-11/2015 26147778v20 eMDs or (ii) disclose any such Confidential Information to any third party, other than furnishing such Confidential Information to its employees, consultants, and subcontractors, who are subject to the safeguards and confidentiality obligations contained in this Agreement and who require access to the Confidential Information in the performance of the obligations under this Agreement. In the event that the Receiving Party is required by applicable law to make any disclosure of any of the Disclosing Party's Confidential Information, by subpoena, judicial or administrative order or otherwise, the Receiving Party will first give written notice of such requirement to the Disclosing Party, and will permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the Disclosing Party in seeking to obtain such protection, at the Disclosing Party's sole expense. b. HIPAA Compliance. The parties agree to comply with the Business Associate Addendum, attached hereto and incorporated by reference herein as Exhibit 1, documenting the assurances and other requirements respecting the use and disclosure of Protected Health Information. Notwithstanding the foregoing, as the covered entity, it is Customer's responsibility to protect the privacy and security of its individually identified health information created by, maintained in or transmitted through the Software or Services. It is also Customer's responsibility to ensure that it obtains all appropriate and necessary authorizations and consents to use or disclose any individually identifiable health information in compliance with all federal and state privacy laws, rules and regulations, including but not limited to the Health Insurance Portability and Accountability Act. In the event that this Agreement is, or activities permitted or required by this Agreement are, inconsistent with or do not satisfy the requirements of any applicable privacy or security law, rule or regulation, the parties shall take any reasonably necessary action to remedy such inconsistency. 13. Warranty. a -MDs warrants, for a period of ninety (90) days from the Delivery Date of the Licensed Software (the "Warranty Period"), that such Licensed Software (other than Third Party Items) shall perform substantially in accordance with the specifications for such Licensed Software set forth in the applicable Documentation, provided that Customer (1) properly installs the Licensed Software on systems that meet the applicable system configuration requirements set forth in the Documentation; (2) timely and properly installs all updates and enhancements to the Licensed Software provided by a -MDs; (3) remains in continuous compliance with this Agreement (which includes, but is not limited to, continuing to timely pay all applicable Fees); and (4) timely complies with reasonable requests and instructions from a -MDs related to the use and operation of the e -MDs Services (the "Warranty"). Customer shall give a -MDs written notice of the claimed breach of Warranty no more than thirty (30) days after Customer becomes aware of any such alleged defect or item covered by the Warranty. If a -MDs is unable within a reasonable period of time to correct or otherwise resolve any failure to comply with the Warranty, then Customer may terminate the Agreement without penalty. This is Customer's sole and exclusive remedy for a breach of Warranty. THIS LIMITED WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS. CUSTOMER MAY HAVE OTHER RIGHTS, WHICH VARY TO THE EXTENT APPLICABLE FROM STATE/JURISDICTION TO STATE/JURISDICTION. 14. Disclaimers and Limitation of Liability. a. Each Party acknowledges that the liability limitations and warranty disclaimers in the Agreement are independent of any remedies hereunder and shall apply regardless of whether any remedy fails of its essential purpose. Customer acknowledges that the limitations of liability set forth in this Agreement are integral to the amount of consideration offered and charged in connection with the Licensed Software and Services provided by e - MDs and that, were a -MDs to assume any further liability other than as provided in the Agreement, such consideration would of necessity be set substantially higher. b. EXCEPT FOR ANY EXPRESS WARRANTY PROVIDED HEREIN OR IN THE APPLICABLE SERVICE SCHEDULE, THE SOFTWARE, DOCUMENTATION AND SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS; CUSTOMER AGREES THAT USE OF THE SOFTWARE, DOCUMENTATION AND SERVICES IS AT CUSTOMER'S SOLE RISK; AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, E -MDS EXPRESSLY DISCLAIMS ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SOFTWARE, DOCUMENTATION AND SERVICES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON -INFRINGEMENT OR WARRANTIES ALLEGED TO ARISE AS A RESULT OF CUSTOM AND USAGE. c. IN NO EVENT SHALL E -MDS OR ANY PROVIDER OF THIRD PARTY ITEMS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR OTHER INDIRECT General Terms and Conditions Page 5 of 9 © 2015. Confidential. Rev. 11/2015 26147778v20 eMDs DAMAGES OF ANY KIND OR NATURE INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, WHETHER A CLAIM FOR ANY SUCH LIABILITY OR DAMAGES IS PREMISED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORIES OF LIABILITY, EVEN IF E -MDS HAS BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING. Notwithstanding anything in this Agreement to the contrary, unless further limited in the applicable Service Schedule, in no event shall a -MDs' or its licensors'total liability arising from or relating to this Agreement exceed an amount equal to fees paid by Customer to a -MDs for the Licensed Software, Documentation or Service giving rise to the claim in the three (3) months prior to the event giving rise to the claim, whether a claim for any such liability or damages is premised upon breach of contract, breach of warranty, negligence, strict liability, or any other theories of liability, even if a -MDs has been apprised of the possibility or likelihood of such damages occurring. 15. Indemnification. a. a -MDs Indemnity. a -MDs will defend, indemnify, and hold Customer harmless from and against third party claims, liabilities, obligations, judgments, causes of action, costs and expenses (including reasonable attorneys' fees) to the extent arising out of a claim filed in a court of competent jurisdiction alleging that the Licensed Software (except for Third Party Items), Documentation or Services infringe a third party's intellectual property rights including, without limitation, patent, trademark, trade secret or copyright ("Infringement Action"), provided that (a) Customer notifies a -MDs in writing of such Infringement Action within ten (10) days of receiving notice of same, (b) e -MDs has sole control of the defense of such Infringement Action and all related settlement negotiations, and (c) Customer provides all reasonable assistance, information, authority and cooperation reasonably requested by e - MDs. a -MDs' indemnification obligation will not apply to the extent that the Infringement Action is based upon: (i) the use of any item of the Software, Documentation or Services in combination with any product, service or activity (or any part thereof) not furnished, performed, recommended in writing, or approved in writing by a -MDs; (ii) the use of the Software, Documentation or Services in violation of this Agreement; (iii) the use of the Licensed Software not updated to the latest version offered by e -MDs, where the latest version incorporates modifications that, in e - MDs' opinion, avoid the infringement claim; or (iv) third party content supplied ortransmitted by Customer or Users. If there is an Infringement Action relating to Customer's use of the Licensed Software, Documentation or Services, or if, in a -MDs' opinion, any of the Licensed Software, Documentation or Services are likely to become the subject of an Infringement Action, a -MDs may, at its discretion, (i) procure the right for Customer to use the Licensed Software, Documentation or Services that are the subject of the Infringement Action, (ii) replace or modify the Licensed Software, Documentation or Services so that they become non -infringing, or (iii) terminate the Agreement. The indemnification provided for in this paragraph shall constitute the entire liability of a -MDs and all providers of Third Party Items with respect to an Infringement Action. b. Customer Indemnity. Customer will defend, indemnify, and hold a -MDs and its officers, directors, employees, and agents harmless from and against third party claims, liabilities, obligations, judgments, causes of action, costs and expenses (including reasonable attorneys' fees) to the extent arising out of (a) Customer's or its Users' use of the Software, Documentation or Services, or (b) Customer's breach of this Agreement. 16. Information Management Tool. The Software, Documentation and Services are not intended to diagnose disease, prescribe treatment, or perform any other tasks that constitute or may constitute the practice of medicine or of other professional or academic disciplines. The Software, Documentation and Services are information management tools only, many of which contemplate and require the involvement of professional medical personnel. Information provided is not intended to be a substitute for the advice and professional judgment of a physician or other professional medical personnel. Users shall use their best clinical/professional judgment when acting upon information provided through the Software, Documentation or Services. Customer is solely responsible for ensuring that all records of medical care created or maintained in, or transacted through, the Software are accurate and complete, and that all billing information delivered by Customer and each User to any insurance companies, governmental agency, or other payer is accurate and complete. Neither a -MDs nor its subcontractors or licensors shall have any responsibility as a result of this Agreement for decisions made or actions taken or not taken in rendering medical care or for information provided to insurance companies, governmental agencies, or other payers. General Terms and Conditions © 2015. Confidential. 26147778v20 Page 6 of 9 Rev. 11/2015 eMDs 17. Questions Related to Customer Account Ownership. The entity or person creating the account and designated as the Customer shall be the owner of all Customer's rights related to this Agreement. For security reasons, only the account owner or Administrative Point of Contact shall be allowed to make changes, cancellations, or designate a new Point of Contact. If a dispute arises between or among multiple persons claiming ownership of or rights of the Customer to the Licensed Software or Services provided under this Agreement or otherwise related to this Agreement, a -MDs is not obligated to and will not resolve any such disputes. a -MDs will only act when, in a -MDs' sole judgment, a -MDs has been provided evidence as to the ownership of or rights in such matters. a -MDs shall have no liability related to actions taken or not taken in reliance on such evidence. 18. Third Party Items. a. Third Party Items will be provided under the applicable terms of the third party supplier, which are incorporated herein and available on the a -MDs Legal Documents Resource Center on a -MDs Support Center (the "Third Party Terms"). a -MDs may revise the Third Party Terms at any time by posting a new version at such web address. a -MDs makes no warranties of any kind with respect to Third Party Items, hardware or other software proprietary to any third party. b. Although a -MDs may recommend third party vendors (including individuals) who maybe able to assist Customer with the various options available to set up and use the a -MDs Licensed Software and Services, the agreement for any such third party items (for example, providers of internet/online access and communication services) and/or hardware will be exclusively between the Customer and such third party and a -MDs will not have any responsibility or obligation under such agreement if any is entered into by Customer. a -MDs MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER REGARDING PRODUCTS AND SERVICES THATARE NOT PURCHASED FROM AND PROVIDED DIRECTLY BY a -MDs, INCLUDING THE COMPATIBILITY OF SUCH PRODUCTS AND SERVICES WITH e -MDs SOFTWARE AND SERVICES. c. Any links or references in the Software or Services to third party sites or third party information are provided for Customer's convenience and the inclusion or reference by a -MDs to any such third party items does not imply any endorsement of such item by a -MDs. SUCH LINKED OR ACCESSED THIRD PARTY ITEMS ARE NOT UNDER THE CONTROL OF E -MDS AND E -MDS IS NOT RESPONSIBLE FOR THE CONTENTS OR SERVICES OR RESOURCES THAT MAY BE PROVIDED THROUGH OR BY ANY SUCH THIRD PARTY OR ANY CHANGES TO SUCH THIRD PARTY ITEMS. 19. Definitions. a. "Confidential Information" means the provisions of the Agreement (including, but not limited to, the financial terms herein) and any information disclosed by a Party (the "Disclosing Party") to the other Party (the "Receiving Party"). Information will not be deemed Confidential Information hereunder if the Receiving Party can prove by documentary evidence that such information: (a) was known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party; or (d) is independently developed by the Receiving Party without the use of any Confidential Information of the Disclosing Party. b. "Customer Content" means information, data, ideas, opinions, recommendations, advice, or other content, including images and electronic data compilations that Customer or its Users access, use, view, post, publish, share, store, or manage using the Licensed Software or Services. c. "Delivery Date" shall mean the date on which (i) Customer received the physical delivery of the media containing the Licensed Software; (ii) Customer received electronic delivery of the Licensed Software; or (iii) if the Software is being hosted by a -MDs, Customer was granted access to the Licensed Software. d. "Documentation" shall mean printed or electronic information relating to the Software and Services and generally made available to a -MDs' customers, which may be revised from time to time by a -MDs posting information regarding an updated version of the Documentation on a -MDs' website or such other location or in such other manner as may be designated by e -MDs from time to time. General Terms and Conditions Page 7 of 9 © 2015. Confidential. R-11/2015 26147778v20 eM---Ds e. "Hosting Solution" means the hosting services provided by a -MDs pursuant to the applicable Service Schedule. f. "Licensed Software" means the Software (including any applicable Third Party Items) identified in the Order Form. g. "Provider" shall mean any person who renders health care services and is employed by or under contract with Customer to render such services. h. "Services" means the services provided by a -MDs to Customer pursuant to the Agreement. i. "Software" means the e -MDs Chart, a -MDs Bill, a -MDs Solution Series, a -MDs ePortal and/or any other e -MDs software (including any applicable Third Party Items). j. "Third Party Items" means Third Party Software and Third Party Services. k. "Third Party Software" shall mean software, including without limitation application software, routines, tools, compilers, data or databases, or enhancements to functionality of the Software that may be delivered as part of the Software, which is proprietary to third parties. I. "Third Party Services" shall mean services that may be delivered as part of the Services, which are provided by third parties. m. "User" shall mean (i) an employee of Customer or (ii) an individual who is under Customer's supervision and control, who Customer has provided with access to the Licensed Software or Services. 20. Miscellaneous. a. Non -Solicitation. Neither party shall, without the prior written consent of the other party, offer employment to or discuss employment with any of such other party's employees during the term and until one year after this Agreement is terminated, provided, the foregoing does not prohibit a general non -targeted solicitation of employment in the ordinary course of business or the hiring of an individual six months or longer after termination of employment of the employee by the other party. b. Use of Other Party's Name. Neither party may use the name of the other party in any press release, marketing or other materials without the prior written consent of the other party.. c. Notices. All notices will be in writing and sent by certified mail, return receipt requested, courier, or facsimile or electronic mail to the addresses noted in the Order Form. Customer shall notify a -MDs via email to Licensing@e-mds.com with any updates or changes to the Customer's primary email address, mailing address or phone number preferably at least thirty (30) days prior to the change, or as soon as possible prior to or after such change. d. Amendment. This Agreement can only be modified by a written agreement duly signed by authorized persons on behalf of a -MDs and Customer. e. Severability. If any provision of this Agreement is invalid or is unenforceable, the parties intend that the remainder of the Agreement will be unaffected. f. Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement is intended to create a partnership or joint venture between the parties. Neither party is authorized to bind the other party to any agreement or other obligation without the written consent of the other party. g. Waiver. No waiver, in whole or in part, of any right or remedy provided for in this Agreement shall operate as a waiver of any other right or remedy. No delay on the part of either party in the exercise of any right or remedy shall operate as a waiver thereof. h. Assignment. Customer may not assign this Agreement or any of its rights hereunder without the prior written consent of a -MDs, and any purported assignment without the requisite consent shall be void and without force or effect. Notwithstanding the foregoing, Customer may, by providing thirty (30) days advanced written notice to a -MDs, assign this Agreement to any person that acquires all or substantially all of the assets of the Customer. General Terms and Conditions Page 8 of 9 © 2015. Confidential. Re 11/2015 26147778v20 eMDs This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. i. Governing Law and Venue. This Agreement, and any dispute that may occur under or related to this Agreement, shall be governed by and construed in accordance with the laws of the State of New York without regard to conflict of law principles, and of the United States of America to the extent such federal laws may pre-empt any applicable New York law. Any dispute may only be initiated and maintained in the appropriate state or federal court in Suffolk or Nassau County, New York. Prior to the commencement of any formal proceedings against a party, the parties shall first attempt in good faith to reach a negotiated resolution. j. Force Majeure. With the exception of Customer's payment obligation, a Party will not be in breach or liable for any delay of its performance of this Agreement caused by natural disasters or other unexpected or unusual circumstances reasonably beyond its control. k. Third Party Beneficiaries. There are no third party beneficiaries to this Agreement. I. Merger. These General Terms and Conditions, together with the Order Form and any applicable Service Schedules, Exhibits, Attachments and Statements of Work constitute the entire contract between the Parties with respect to the subject matter thereto and supersede all previous written, and all previous or contemporaneous oral, negotiations, understandings, arrangements. m. Counterparts. This Agreement may be executed in multiple counterparts by a duly authorized representative of each party. n. Survival. All terms which by their nature survive termination shall survive termination or expiration of the Agreement. General Terms and Conditions © 2015. Confidential. 26147778v20 Page 9 of 9 Rev. 11/2015 Hosting Solution Service Schedule 1. a -MDs Responsibilities for Hosting Solution. a. Project Management Services. a -MDs will provide the following project management services in connection with the Hosting Solution: ■ Project Management — e-MDs's Project Manager will develop a detailed plan outlining Customer's technical and operational requirements, and coordinate planning discussions between Customer and a -MDs technical teams. a-MDs's Project Manager will manage the relocation, migration and application installation in the e -MDs' data centers as required, and will provide integration support during the "Go Live" period as defined in the project plan. ■ Communication — e-MDs's Project Manager will act as single point -of -contact for Customer during the initial stages of the project, and work directly with Customer's Primary Contact to coordinate the transition of services to a -MDs' Hosting Solution. a -MDs' Project Manager will convey necessary transition information regarding the Customer to a -MDs' support staff to attempt to provide a seamless transition. ■ Documentation — e -MDs' Project Manager will document Customer's end -state environment, and define the Customer -specific change management processes to be used. The Project Manager will also capture Customer -specific support requirements including escalation, reporting methods, and status meeting schedules. b. Customer Care for Hosting Solution. a -MDs will provide Customer with an online interface to request support from a -MDs and to make change management requests. c. Monitoring Services. e -MDs provides 24x7x365 uptime monitoring of the Hosting Solution. This monitoring may require a -MDs to access and disclose Customer Content contained in the Hosting Solution provided that such access and disclosure is done in accordance with the Business Associate Agreement between the parties or is otherwise permitted or required by any law or regulation. To the extent that such monitoring reveals any suspected violations of applicable law, a -MDs shall fully cooperate with law enforcement authorities in investigating suspected violations. d. Change Management ■ Managed Change Requests — e -MDs utilizes a change management tracking tool to ensure change requests are appropriately requested, reviewed, approved, and implemented. ■ Licensed Software Changes — Provided that Customer has paid the applicable support and maintenance fee for the Licensed Software, a -MDs will deploy new releases of the Licensed Software in the Hosting Solution. a -MDs will deploy the new release in Customer's production Hosting Solution during the disclosed maintenance window. ■ System Administration — e -MDs will provide regular routine system administration and support services necessary to maintain the Hosting Solution environment. Planned maintenance will occur between 11PM CT to IAM CT every Wednesday and each Sunday from 12:01AM until 6:OOAM CT. a -MDs may also provide emergency security patches as needed. ■ Managed Roll -back & Recovery — e -MDs will work with Customer to develop roll -back and recovery procedures in the event that any changes that are implemented do not perform as tested. a -MDs' staff will manage the roll -back process when required. e. Security ■ Managed Firewalls & VPNs — e -MDs will implement and manage dedicated Firewalls and VPN solutions for Customer designed to prevent unauthorized access to the Hosting Solution. Management activities include: monitoring Firewalls & VPN devices for errors and alerts; managing VPN connectivity; implementing patches & updates; performing systems administration of Firewall & VPN environments; problem determination, troubleshooting & resolution of critical errors and events. a -MDs will notify Customer as soon as practicable of any Hosting Solution Service Schedule Page 1 of 5 © 2015. Confidential. R-11/2015 26147778v20 eMDs known security breaches or vulnerabilities in the Hosting Solution.' ■ Virus Protection — e -MDs will install and manage Virus/Malware/Trojan protection software for the Hosting Solution. f. Backup Administration. a -MDs will monitor and administer hourly incremental and full weekly disk backup. a -MDs will also monitor and administer weekly full backups with offsite storage with a 30 day retention period. Longer offsite retention periods are available, but will require additional costs for additional storage fees. g. High Availability & Support ■ Comprehensive System Administration — e -MDs will provide comprehensive systems administration services for the Hosting Solution, which include: installing operating systems; performing operating system updates & patches; creating, modifying & removing user accounts; managing remote access; and providing administration support as needed for the Licensed Software installations and upgrades. ■ High Availability — e -MDs will make the Hosting Solution available in accordance with the Service Level Agreements ("SLAs") set forth in Attachment 1. ■ Support — e -MDs will provide support for the Hosting Solution as set forth in Attachment 1. 2. Customer Responsibilities. The responsibilities listed in this section are in addition to those responsibilities specified in the Agreement. a -MDs' performance is predicated upon the following responsibilities being managed and fulfilled by Customer: a. Support & Maintenance Agreements. Customer will maintain its support and maintenance for the Licensed Software by paying the applicable subscription, hosting, support and maintenance fees in accordance with the Agreement. b. Equipment Requirements. Customer is responsible for procuring for its users, at Customer's expense, all hardware, software and Internet connectivity necessary to access the Hosting Solution. Such hardware, software and Internet connectivity must meet the requirements set forth the Documentation. Customer agrees and acknowledges that a -MDs accepts no responsibility or liability for any claims, actions, losses, or damages incurred by Customer arising from or out of Customer's failure to comply with the requirements set forth in this Section. c. System Security. Customer is solely responsible for maintaining the confidentiality of any password(s) and access codes given to access the Hosting Solution, and is fully responsible for all activities that occur under those password(s) and access codes. Customer agrees to notify a -MDs immediately of any unauthorized use of its password(s). d. Acceptable Use. Customer may only use the Hosting Solution for lawful purposes and in accordance with a -MDs' Acceptable Use Policy as may be posted from time to time in the a -MDs Legal Documents Resource Center on a -MDs Support Center and the Agreement. Customer may not use the Hosting Solution, Software or Services in any manner that could overburden, disable, damage, or adversely impact the a -MDs Software, Services, network, any server, any equipment or facilities, or interfere with any other party's use and enjoyment of the Software, any Services or the Hosting Solution. Customer agrees to not attempt to gain unauthorized access to any Software, Services, other accounts, computer systems or networks connected to any a -MDs server or to any of the Software or Services, through any unauthorized means, such as password or credential guessing, hacking, or any other inappropriate method. Customer may not obtain or attempt to obtain any materials or information through any method other than as intentionally made available through the Services. e. Customer Changes. Prior to making any changes (hardware, software, connections, networking, etc.) to Customer's own technology environment, Customer will carefully consider the impact in relation to the then current Documentation. If such changes are not expressly within any such then current standard documentation of e -MDs, Customer agrees to contact e -MDs to reduce any likelihood that the change might adversely impact the Customer's use of the Licensed Software and Services and to allow a -MDs to provide input about the method and 1 For security and administrative reasons only, the website administrators will have access to all files on the server. a -MDs is not responsible if Customer makes changes to default security settings which allow access to Customer data. Hosting Solution Service Schedule Page 2 of 5 © 2015. Confidential. Rev. 11/2015 26147778v20 ears manner of implementing the change to assist the Customer's transition and mitigate any adverse impact, time and/or expenses that may result from such a change, and Customer will be solely responsible for any such change that Customer may elect to implement. f. Notification of Incident. Customer will provide immediate written notification to a -MDs of any actual or suspected unauthorized use (both for an isolated instance and for any continuing instance(s)) of the Software, including use of any Software that is not Licensed Software, or Services of and to the extent Customer is aware of any such use. Customer agrees to use commercially reasonable efforts to follow up and ensure that a -MDs is made fully aware of any such situation. a -MDs may take actions that it believes are reasonable and necessary to address any risk to the Software or Services resulting from such actual or suspected unauthorized use. g. User Enrollment. Customer shall provide to a -MDs an accurate and complete list of all Users on a form to be provided by a -MDs (the "User List"). e -MDs is expressly relying upon Customer to prepare and maintain an accurate User List and a -MDs expressly disclaims any responsibility to verify the accuracy of the User List. Customer shall update the User List whenever a User is added or removed and shall deactivate such User in the Software. e - MDs shall bear no responsibility for Software or Services access by any User whose employment, contract or affiliation with Customer is terminated or who otherwise has his or her access to the Software or Services curtailed by Customer, if Customer did not immediately notify a -MDs of such termination or curtailment. h. Data Extract Upon Termination. Customer is responsible for ensuring that it has a copy of all of its Customer Content and any other data maintained in the Licensed Software prior to termination of the Hosting Solution or the Agreement. Customer may extract such Customer Content and other data using instructions provided by e -MDs. If Customer requires a -MDs professional services with respect to such extraction, a -MDs will provide such services on a time and materials basis. 3. Scope of Use Limits. Customer may not use the Software or Services as a source, intermediary, reply to address, or destination address for any denial of service or other abusive activities. Customer is responsible for ensuring there is no excessive overloading on Hosting Solution. Use of the Hosting Solution that causes the Hosting Solution to incur bandwidth or server loads beyond a reasonable level, as determined by a -MDs, is prohibited and may result in suspension. In the event Customer exceeds Customer's allotted disk space, Customer will incur expansion fees as set forth in the Order Form. 4. Customer Customizations. Customer may use tools provided within the Licensed Software to customize certain components of the Licensed Software and Services including, but not limited to, rules, templates and alternate descriptions of content ("Customizations"). Customer represents and warrants that (i) Customer has all necessary rights to create or use any such Customizations; (ii) Customer is solely responsible for all aspects of such Customizations; and (iii) such Customizations do not violate the rights of any third party. Customer grants to a -MDs a non-exclusive, worldwide, perpetual, royalty free license to reproduce, modify, display, perform, adapt, transmit, distribute, improve, sell and otherwise use Customizations in connection with a -MDs' performance under this Agreement or the provision of software and services to other a -MDs customers. S. Internet Use Risks and Online Security and Privacy. Customer understands that the internet and any use of the internet is not a completely secure, completely private, or completely reliable system, and that the purpose of the Hosting Solution is to allow Customer and Customer's Users easy access to the Licensed Software through the internet. a -MDs will take those precautions a -MDs deems reasonable and appropriate in its sole discretion to secure the Software and Services, but a -MDs makes no warranty that the Software and Services will be uninterrupted, error - free, or completely secure against misuse or attack of any form by end users or other individuals or entities. The servers used to provide the Hosting Solution are physically located in the United States of America and as such all content will be subject to the laws of the United States of America. Customer is required to only use internet (online) connections and internet services that are each provided from within the United States and that are: (1) properly secured and protected from unauthorized and illegal use, and (2) in compliance with the applicable laws and regulations of the United States. 6. Monitoring and Remote Access. Customer agrees that a -MDs or its designees may monitor Customer's use of the Hosting Solution and also have access to Customer's computer hardware and media, by direct or remote access, to verify Customer's compliance with this Agreement and perform the Services. Hosting Solution Service Schedule Page 3 of 5 © 2015. Confidential. Rev. 11//2015 26147778v20 eMDs Attachment 1— SLAs Software and Service Availability e -MDs warrants that the Hosting Solution will be available 99.7% of the time in any calendar month (the "Availability SLA"). This Availability SLA will not apply for any performance issues caused by the following, which are collectively referred to as "Excluded Downtime": • Customer's hardware, equipment or non -e -MDs provided software; • Customer's failure to provide the necessary bandwidth or equipment in accordance with the Documentation; • factors outside or beyond a -MDs' reasonable control, including, but not limited to, internet connectivity; • a force majeure event; • any actions or inactions of Customer or any third parties not affiliated with a -MDs; • e -MDs' response to or otherwise implementing or addressing a specific security vulnerability in the Hosting Solution; • request from the Customer to modify or otherwise adjust the Hosting Solution; • scheduled maintenance of the Hosting Solution; or • the Software or Services other than the Hosting Solution. The Availability SLA will be calculated monthly during the term using the following formula (and will be rounded to the nearest one-tenth of a percentage point): Availability = [(Base Time — Unscheduled Downtime) / (Base Time)] x 100 a. "Base Time' equals the product of the number of days in the applicable month multiplied by 24 hours multiplied by 60 minutes minus Scheduled Downtime and Excluded Downtime. b. "Unscheduled Downtime' equals the aggregate total of all minutes during the month during which the Hosting Solution is not operational where the failure is not caused by Excluded Downtime. Unscheduled Downtime begins upon a report from Customer to the a -MDs Help Desk that the Hosting Solution is not operational and ends when a -MDs notifies Customer that the issue has been remedied such that the Hosting Solution is once again available. c. "Scheduled Downtime" equals the aggregate total of all minutes of planned and scheduled maintenance performed during the month to perform any necessary hardware, OS, network, database, application software maintenance, repair, upgrades, and updates. The amount of scheduled downtime may vary from month to month depending on the level of change to the Hosting Solution such as the project implementation phase, adding new products, upgrading products, emergency security patches, etc. Hosting Incident Management 1. Support. a -MDs shall maintain a Help Desk, which will be the primary point of contact for all queries and communications regarding Hosting Solution incidents. The help desk will be reachable by telephone or a -MDs' Customer Support Center in accordance with the Documentation. 2. Severity Level Definitions • "Severity Level 1" means the total outage of service or availability for network connectivity, (internet or internal), or mission critical application availability such that Customer cannot continue its business due to the severity of the outage. Hosting Solution Service Schedule Page 4 of 5 © 2015. Confidential. Rev.11u2015 26147778v20 eMDs • "Severity Level 2" means a material degradation of service or availability for network connectivity (internet or internal), or network device failure, mission critical application availability, or production hardware components such that Customer can continue operating its business, but in a negatively impacted and degraded mode. 3. Communication During Incident Management. Unless otherwise noted, a -MDs and Customer will communicate via the a -MDs Ticket System during the incident management process. All communications shall include: • Support ticket reference number • Time and date of transaction in question • Description of incident • List of actions taken to verify and isolate the problem 4. Opening/Reporting an Incident. Customer may report an incident by calling the Help Desk or submitting a ticket via the Customer Support Center. If a -MDs becomes aware that a Customer's Software or Service is unavailable during business hours and prior to receiving a notification of such unavailability from Customer, a -MDs will use commercially reasonable efforts to send Customer a notification, via Customer Support Center, advising of such unavailability. Regardless of whether a -MDs or Customer reported the incident, a -MDs will be responsible for opening and tracking the support ticket for the incident until it is resolved. 5. Working the Incident. Once an incident has been reported and a Customer support ticket created, a -MDs and Customer will work together to address the incident. This process involves: • An initial response to the incident report: Upon receiving the notification for an opened incident, e - MDs will respond to Customer via the e -MDs Ticket System. • Status updates: Update intervals will vary depending on the incident severity. • Escalation • Communication and resolution times for working the incident Hosting Solution Service Schedule © 2015. Confidential. 26147778v20 Page 5 of 5 R-11/2015 eMDs Revenue Cycle Management ("RCM") Service Schedule 1. RCM Services. Pursuant to the terms of this Service Schedule, a-MDs shall provide to Customer a-MDs' RCM Services Customer Standard Bundle, which may include invoice and claim generation, claims review and scrubbing, claim submission, rejection and refiling management, denial management including reasonable appeals, payment and adjustment posting, patient billing, account management including monthly meetings with clinic management, and reasonable reports review (the "RCM Services'). a. Implementation. During implementation, a-MDs will perform tasks reasonably required to establish the systems and work flows associated with Customer's use of the RCM Services including assisting Customer with establishing EFT and EDI. b. Training. a-MDs will provide web based training and communication specific to the requirements of the RCM Services. This is separate from standard training that Customer is required to complete when it initially signed up as a new customer with a-MDs. c. Claim/Invoice Review. The e-MDs RCM Services will send the Customer's applicable provider an alert or task message within the Licensed Software for any coding errors or problems to the extent such items are identified for review, addendum and/or possible correction by such provider. d. Claims Scrubbing. Claims are passed through a third party claims editing scrubber before submission to Customer's insurance companies. As a condition of this RCM Service Schedule, Customer may be required to sign- up and agree to this claim scrubbing service. e. Standard EDI Services. e-MDs has contracted with a third party for electronic claims processing for the Services to be provided to Customer. f. Claims Submission. a-MDs will submit all "Completed Claims" to the applicable third party payer. A "Completed Claim" is a claim for services that (i) contains all necessary and accurate information; (ii) has been scrubbed and any identified issues rectified by Customer; (iii) is for a patient encounter that has been electronically signed off by Customer; and (iv) is not subject to a billing hold. a-MDs will not have any responsibility for any adverse impact to Customer that may result from any delay of Customer in completing claims. g. EOGs. a-MDs will timely post the Explanation of Benefits ("EOB") remittance details. In the event a payer does not indicate how the payment should be allocated to invoice line items, e-MDs will contact the payer for clarification on the payment. e-MDs may also contact Customer directly for assistance in how to allocate the funds. In the unlikely event a-MDs is unable to secure the necessary information, a-MDs will distribute a source payment in accordance with e-MDs' policies and procedures. h. Fee Schedule Management. Accurate fee schedules are important for effective reimbursement tracking and insurance contract monitoring and analysis. If Customer is new to a-MDs RCM Services, a-MDs will set up Customer's first two (2) fee schedules based upon the information Customer provides to a-MDs, and a-MDs will be able to provide general guidance to Customer about how Customer may set up additional payer fee schedules. Incremental Charge(s) for additional fees schedules, annual review or consulting on fee schedules may be provided pursuant to an Add-On Order Form. i. Patient Claims, Payment and Account Calls. e-MDs will send out patient statements via a third party vendor. a-MDs is not responsible for sending claims outside of the United States or its territories; a-MDs will however, send patient statements to foreign addresses to the extent such service may be provided by the statement vendor and for the additional charge as may be assessed by such third party statement vendor. a-MDs will send out three (3) statements for a patient balance. Thirty (30) days following the final statement a-MDs will assign the account to the appropriate party (Customer or third party collection agency) for further follow up. a-MDs will not be obligated to provide any additional services for such overdue balances and a-MDs does not provide defaulted account patient collection services. Customer understands and agrees that a-MDs will not engage in direct verbal or electronic communications or meetings with any third parties regarding any disputed or overdue payments. Standard patient accounts receivable and statement calls can be received by a-MDs Revenue Cycle Services Group through a toll free or local number which will be indicated on Customer's patients' statements. a-MDs Revenue RCM Service Schedule Page 1 of 6 © 2015. Confidential. Rev. 11/2015 26147778v20 eMDs Cycle Management strongly suggests that Customer maintains a designated individual at Customer's facility capable of handling face-to-face billing and statement questions or other direct communications to Customer related to such items. j. Monthly Reporting. a-MDs RCM Services will provide Customer with access to standard financial and management reports, which may include financial activity reports, accounts receivable reports and CPT utilization reports. A Revenue Cycle Services Group representative for Customer's facility(ies) and the Revenue Cycle Group Services Manager will hold a monthly conference call with Customer's designated representative(s) to discuss the standard reports or billing related issues. k. Merchant Services Account Used for Credit/Debit Card Processing. If selected in the Order Form, a-MDs RCM Services include a service that allows Customer's patients to call the contact number as shown on the statement, or return the statement with credit card information for processing. The e-MDs designated representative for Customer is able to process credit/debit card payments over the phone and directly deposit funds into the designated account at Customer's Bank. The fees for processing these payments will appear on the merchant services account bill Customer receives directly from the selected merchant services vendor. I. Insurance Follow-up and Appeals Management. For up to one hundred and twenty (120) days following the date of initial submission of a claim by a-MDs, a-MDs agrees to use commercially reasonable efforts to follow up on any claims left unpaid or denied by an insurance payer. For a claim that is modified by Customer and resubmitted by a-MDs, a-MDs will apply this same time period to follow-up on such a modified claim. m. Audits. e-MDs will notify Customer immediately of any notices of audit, requests for medical records or other correspondence received by a-MDs from Medicare, Medicaid or private payers. To the extent that a-MDs has retained applicable records, a-MDs will reasonably assist with the provision of such applicable records to Customer for any reviews or audits of Customer's claims by a federal, state or local regulatory agency or contractors which occur in the normal course of Customer's business. n. Document Retention. a-MDs will maintain copies of all written communications, records and documents received from payers for twelve (12) months from the date of such communication, records or documents, after which time they will be purged. If Customer would like to retain any of these communications, records or documents beyond twelve (12) months, it is Customer's responsibility to ensure that it has copies of such communications, records or documents prior to the expiration of such twelve month period. a-MDs will provide such copies upon Customer's request and at the Customer's expense. o. Invoices Sent to Third Parties for Collection. In the event Customer has invoices that are sent directly to law firms or other third parties for collection, a-MDs will post payments from these types of payers but a-MDs will not perform billing follow-up functions. The fees charged by any such third parties will be the responsibility of Customer. p. Operating Policies and Procedures. The Parties may, from time to time, mutually agree in writing to specific operating policies and procedures related to the performance of RCM Services. Any such operating policies and procedures or amendments thereto, will, upon mutual written and signed agreement, become an integral part of the Agreement and shall be binding upon both Parties. 2. Customer Responsibilities. The responsibilities listed in this section are in addition to those responsibilities specified in the Agreement and otherwise set forth herein. a-MDs' performance is predicated upon the following responsibilities being managed and fulfilled by Customer: a. Training. Customer agrees to engage in commercially reasonable efforts to successfully complete the RCM Services training provided by a-MDs and ensure that the designated point(s) of contact complete RCM Services training. b. Claims. Customer shall fully comply with all applicable (federal and state) laws and regulations as well as the Customer's own contractual agreements related to the submission of claims for healthcare services provided by Customer or its Providers. All information and documentation provided by Customer related to the claim shall be timely, accurate, complete and truthful. Customer shall be solely responsible for assigning and entering the appropriate billing codes and otherwise completing all claims prior to submitting them to a-MDs for submission to RCM Service Schedule Page 2 of 6 © 2015. Confidential. R-11/2015 26147778v20 eMDs the applicable third party payer. Customer understands that e -MDs will have no obligations to further process or perform any of the RCM Services and a -MDs will not create invoices or claims for services that have not been officially signed and marked as "ready to bill." a -MDs will not submit claims where the payer's filing deadline has expired. c. Software Hosting. Customer shall engage a -MDs to host the Licensed Software and enter into the e - MDs Hosting Solution Service Schedule contemporaneously with this RCM Service Schedule. Customer agrees and acknowledges that pursuant to the Hosting Solution Service Schedule, it is required to provide the hardware, software and Internet connectivity needed for Customer to access the Hosting Solution and that such hardware, software and Internet connectivity is also required for these RCM Services. If Customer fails to provide such hardware, software or Internet connectivity, a -MDs ability to provide the RCM Service may be adversely impacted and a -MDs accepts no responsibility or liability for any claims, actions, losses, or damages incurred by Customer arising from or out of Customer's failure to meet such requirements. d. Required Processes. Customer will implement standard commercially reasonable actions and processes as may be requested by e -MDs from time -to -time to allow a -MDs to properly and efficiently provide the RCM Services. These actions and processes include, but are not limited to, the following: i. Copies of insurance cards scanned and attached to the patient's demographic record at every patient visit; ii. Obtain at least one copy of the patient's driver's license scanned image and attach it to the patient's demographic record once per year; iii. Confirm with the individual patient and update the patient's demographic/insurance data at every patient encounter; iv. Obtain insurance eligibility status for all patients prior to services being rendered; v. Obtain prior authorizations for any services requiring them; vi. Obtain all required Advanced Beneficiary Notices and other required insurance or third party payer documentation before the patient receives specific tests or procedures in question and attach the ABN form or other appropriate forms to the patient's chart in the document folders specified by the e -MDs Revenue Cycle Services group; Software; vii. Timely and promptly enter all patient payments received by the Customer into the Licensed viii. Furnish and/or assist with obtaining access to payer websites; ix. Provide a -MDs Revenue Cycle Services group with all documentation received from payers, including, but not limited to explanations of benefits, payer newsletters, pre-existing questionnaires, etc. and using the storage and notification methods specified by the e -MDs Revenue Cycle Services group; x. Maintain up to date fee schedules; xi. Maintain a Financial Policy outlining credit, collection, and refund policies; xii. Attempt to obtain payment for prior and current services from all patients at every patient visit/encounter; xiii. Utilize the methods and protocols as may be specified from time -to -time by a -MDs for any communications related to the billing services, including the Tasking system which is part of the Licensed Software; and xiv. Respond promptly and within no more than five (5) business days to any requests for response or follow up sent by a -MDs through the Tasking system or other methods, including to the Customer's primary email address or phone number. e. DDE. If direct data entry (DDE) for claims is required for a certain payer(s), then the DDE process will be the sole responsibility of the Customer and not of a -MDs. RCM Service Schedule Page 3 of 6 © 2015. Confidential. Rev. 11/2415 26147778v20 eMDs f. Payments. Customer is responsible for properly processing and depositing any checks Customer receives regardless of payer. Customer is also responsible for verifying receipt of funds through EFT during implementation and anytime thereafter at the request of a -MDs. 3. Exclusions. a. For the Customer's service dates that occurred prior to the mutually agreed RCM Services Go Live Date, Customer agrees and understands that e -MDs is not responsible for any services including, but not limited to, managing any denials, patient calls, and other non-standard items related to any such services and billings prior to such Go Live date. Customer is fully responsible for the proper accounting of any remaining balances related to service dates that occurred prior to the RCM Services Go Live Date and any others for which e -MDs is not responsible. b. a -MDs will not take any action to file liens, or charge interest or penalties on accounts receivable balances. 4. Fees. Each month during the Initial Term, the RCM Bundled Fee shall be equal to the greater of (1) the RCM Minimum Fee or (2) the RCM Rate times Total Net Collections. "Total Net Collections" are defined as insurance and/or patient Payments less any bad checks returned as non -collectible or patient refunds. "Payments" are defined as all sums received by Customer for any health care services or items furnished by Customer to patients. Payment includes, without limitation, co -pays, deductibles, incentives, withhold returns, surplus distributions, bonus payments, revenue sharing, capitation payments and other managed care payments. Proof of payment will be in the form of an EOB or other proof of payment supplied by the insurance company or patient. (Both the RCM Minimum Fee and RCM Rate are set forth in the Order Form.) In addition to the RCM Bundled Fee, Customer shall also pay e -MDs for the Incremental Charges and any applicable expense reimbursements or travel costs. (Together, the RCM Bundled Fee, the Incremental Charges and the applicable expense reimbursements or travel costs shall be referred to as the "Services Fee.") Customer will pay on a time and materials basis for any administrative services or other expenses, which are not included within the Services Fees stated in this RCM Service Schedule and which are pre -approved in writing by Customer. If, following the first anniversary of the effective date of this Service Schedule, Customer's average Total Net Collections for three consecutive months varies by more than fifteen percent (15%) from the average Total Net Collections during the previous twelve (12) months, either Party may request that the Parties meet to discuss modifications to the Services Fee. If the Parties cannot reach mutual agreement after good faith discussion as to such modifications to the Services Fee, the Party that requested the meeting may terminate the RCM Services upon thirty (30) days prior written notice to the other party. Notwithstanding anything herein to the contrary, if Customer terminates the RCM Services pursuant to this Section 4, Customer shall pay the RCM Termination Fee set forth in Section 7 of this Service Schedule. Customer understands and agrees that for any state or jurisdiction in the United States in which payment for RCM Services based on the use of the RCM Rate times Total Net Collections as contemplated under this RCM Service Schedule is or may in the future be prohibited, that Customer will be obligated to pay the agreed RCM Minimum Fee along with the other charges that are and may alternatively be applicable to the RCM Services for such a situation. Customer is obligated to timely notify a -MDs in advance of any such prohibition or restriction that may or will apply to Customer under applicable law or contractual agreement. 5. Incremental Charges. Customer will pay then current rates for postage, plus handling, on all patient statement mailings, recalls and primary paper insurance claims. Prices reflect market costs at the time of this contract; prices may change based on supplier changes. 6. Effect of Termination. Upon receipt of any termination notice, both parties shall remain fully obligated for performance through the effective date of termination. During the transition period from the date of delivery and receipt of such notice until the effective date of termination, both parties agree to use commercially reasonable efforts to conclude their respective duties under this RCM Service Schedule and to mitigate the costs and other impacts of such termination to the other party. The Parties will use commercially reasonable efforts to cooperate to aid in the transition of Customer to any new arrangement or provider of the applicable services with the goal to have all necessary services transferred by the effective date of the expiration or termination of this RCM Service Schedule. RCM Service Schedule © 2015. Confidential. 26147778v20 Page 4 of 6 Rev.11/2015 eMDs 7. Early Termination Fee. In the event that Customer terminates the RCM Services prior to the end of the initial term or any renewal term, except for Customer's termination pursuant to Section 11(c) of the General Terms and Conditions, Customer shall pay an early termination fee equal to three times the greater of (i) the RCM Minimum Fee or (ii) the average monthly RCM Bundled Fee for the twelve (12) month period preceding termination or, if the Customer used the RCM Service for fewer than twelve (12) months, the average monthly RCM Bundled Fee for the number of months in which RCM Services were provided (the "RCM Termination Fee"). Customer agrees to pay the RCM Termination Fee on or before the effective date of termination. Customer agrees that the RCM Termination Fee is compensation to e-MDs for loss of the contractual bargain between Customer and a-MDs, and not a penalty imposed on Customer. 8. Payment Terms and Process for the RCM Bundled Fee. a. On the Effective Date and each month thereafter, Customer shall pay to a-MDs the RCM Minimum Fee. The payment of the RCM Minimum Fee shall be used as a credit against Customer's use of the RCM Services in such month. Following the end of each month during the Term, a-MDs will calculate the RCM Bundled Fee due based upon an Activity Analysis report (or equivalent) for all of Customer's activities for the previous month. If the RCM Bundled Fee due is greater than the RCM Minimum Fee, a-MDs shall send Customer an invoice for the difference, which Customer shall pay in accordance with the Agreement. b. The efforts by a-MDs related to implementation of the RCM Services will begin upon receipt of the full initial payment due. That full initial payment amount is a non-refundable amount and such amount is required for a-MDs to be able to commit the time and resources to begin the efforts needed to provide the RCM Services to Customer. Any delay in the receipt by a-MDs of this entire non-refundable initial payment amount from Customer may result in a delay in Services. 9. Limitations of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN OR IN THE AGREEMENT, FOR THE RCM SERVICES PROVIDED HEREUNDER, E-MDS' AGGREGATE LIABILITY TO CUSTOMER ARISING FROM OR RELATING TO THIS RCM SERVICE SCHEDULE (REGARDLESS OF THE FORM OF ACTION OR CLAIM) SHALL NOT IN ANY EVENT EXCEED AN AMOUNT EQUAL TO THE RCM BUNDLED FEE PAID BY CUSTOMER TO E-MDS DURING THE THIRTY DAYS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. RCM Service Schedule Page 5 of 6 © 2015. Confidential. Rev. 11/2015 26147778v20 eMDs RCM Hosting Alternative Language for Section 2(c) 2(c). Software Hosting. RCM Service Schedule © 2015. Confidential. 26147778v20 As of the Effective Date of the RCM Service Schedule, Customer is hosting the Licensed Software on its premises or has engaged a third party data center to host such Licensed Software. To the extent that Customer engages a third party to host the Licensed Software, Customer shall ensure that such third party cooperates with e -MDs on issues related to the RCM Services. Customer agrees that it is responsible for ensuring that its hardware, software and internet connectivity are sufficient for a -MDs to provide the RCM Services and meet the requirements set forth below: 1. Hardware, software, and connectivity meets current requirements as set forth in the documentation. 2. Installation of any upgrades, patches, service packs or any other modifications to the Licensed Software as required by e -MDs for the RCM Services iii. Customer acknowledges and agrees that if it fails to meet the requirements set forth in Section 2(c)(ii), e -MDs may not be able to perform the RCM Services as effectively or efficiently as when the requirements are met or the Licensed Software is hosted by a -MDs. a -MDs accepts no responsibility or liability for any claims, actions, losses, or damages incurred by Customer arising from or out of Customer's failure the requirements set forth in Section 2(c)(ii). iv. While e -MDs is permitting Customer to continue the Licensed Software hosting arrangement in effect as of the Effective Date of the RCM Service Schedule, no earlier than six months following the Effective Date of the RCM Service Schedule, e -MDs may request that Customer migrate to e -MDs Hosting Solution. Customer agrees that it will not unreasonably withhold its approval of a -MDs' request to migrate to the a -MDs Hosting Solution. Upon Customer's approval to migrate, the Parties will work together in good faith to develop a project plan for such migration. In connection with the migration to a -MDs Hosting Solution, Customer shall enter into a Hosting Solution Services Schedule with a -MDs. If such migration is not completed during the period identified in the project plan as a result of issues within Customer's reasonable control, a -MDs may terminate the RCM Service Schedule or impose a monthly Non -Hosting Surcharge to reflect the increased level of effort associated with providing RCM Services to non -e -MOs hosted customers. The monthly Non -Hosting Surcharge will not exceed 5% of Total Net Collections. The Non -Hosting Surcharge will become part of the Services Fee. V. a -MDs agrees to waive all of its professional fees associated with migration of the Licensed Software from Customer's premises or third party data center to a -MDs Hosting Solution. Customer shall be responsible for any third party fees including, but not limited to, those charged by Customer's third party data center. Page 6 of 6 R-11/2015 eMDs RCM Service Schedule Page 1 of 1 © 2015. Confidential. Rev. 1112015 26147778v20 eMDs Patient Portal Service Schedule 1. Patient Portal Software and Services. Pursuant to the terms of this Service Schedule, a -MDs shall provide to Customer a -MDs' Patient Portal software, which contains the following functionality: a. Provides secure, web -enabled, remote user access delivering a view for patients and their designated representatives ("Patient Users"); b. Patient Users are able to view their appointments, receive notifications, access other relevant information related to their health condition and pay amounts owed to Customer; c. Customer's Providers and other Users are able to securely exchange messages, electronically deliver results, and share images and files with their Patient Users; and d. Ability for Customer's Users to set up and establish preferences associated with the Patient Portal. 2. Patient Portal Software License. If Customer has purchased the Patient Portal, then Customer's License as set forth in the General Terms and Conditions shall include the Patient Portal. Notwithstanding anything to the contrary in the License, Customer is permitted to provide its patients with access to the Patient Portal pursuant to the terms and conditions set forth in this Service Schedule. 3. a -MDs Responsibilities. a. Implementation, a -MDs will provide services to deploy the Patient Portal functionality, according to a mutually agreed upon project plan. b. Support. a -MDs will provide Customer with support and maintenance for the Patient Portal pursuant to the terms set forth in the Support Service Schedule. c. Training. a -MDs will provide Customer with training for supporting Patient Users' use of the Patient Portal. 4. Customer Responsibilities. a. Patient Access. Customer shall provide its Patient Users with access to the Patient Portal. Customer is solely responsible for inviting individuals to become Patient Users; properly identity proofing and authenticating such individuals before providing them with access to the Patient Portal; and providing technical support to Patient Users with respect to their use of the Patient Portal. b. Compliance with Laws. Customer understands and agrees it is responsible for compliance with applicable federal, state and local laws, rules and regulations as it relates to its use of the Patient Portal and its provision of access to the Patient Portal to Patient Users, including but not limited to the Children's Online Privacy Protection Act ("COPPA") and the Health Insurance Portability and Accountability Act ("HIPAA"). c. Available Content. Customer is responsible for defining what clinical content will be available to Patient Users through the Patient Portal and making such content available. d. Patient User Terms of Use. Customer understands and agrees that Patient Users will be required to register to be able to access the Patient Portal. During the registration process or anytime thereafter, Patient Users may be asked to accept terms of use and a privacy policy related to their access to the Patient Portal (collectively, the "Patient Portal Terms"). At a minimum, the Patient Portal Terms must include those provisions which are pre -populated in the Patient Portal Terms by a -MDs and which a -MDs may change from time to time. Customer is fully and solely responsible for including any additional terms and maintaining such additional terms; provided, however, that such terms shall not conflict with this Agreement or the a -MDs pre -populated Patient Portal Terms or impose any obligations on a -MDs. e. Unauthorized Use. Customer shall promptly notify a -MDs of any unauthorized use or infringement of the Patient Portal or any other a -MDs' intellectual property by Patient Users or others, of which Customer becomes aware. a -MDs shall have the right, at its expense, to bring an action on account of such unauthorized uses or infringements. Customer shall cooperate with a -MDs in such action in such manner as a -MDs may reasonably request, at a -MDs' cost and expense. Patient Portal Page 1 of 1 © 2015. Confidential. R -11i2015 26147778v20 eMDs Exhibit 1 Business Associate Addendum Customer is a "Covered Entity" under the Health Insurance Portability and Accountability Act of 1996 and associated agency regulations promulgated thereunder (together, "HIPAA"). Pursuant to the Agreement, e - MDs provides certain services to Customer and in providing those services may use, disclose, receive, create, maintain or access Protected Health Information ("PHI") for or on behalf of Customer. When providing services to Customer that involve the use, disclosure, receipt, creation, maintenance or access to PHI for or on behalf of Customer, a -MDs becomes Customer's "Business Associate" under HIPAA and the Health Information Technology for Economic and Clinical Health Act (Public Law 111-5) and associated agency regulations and guidance (the "HITECH Act"). In accordance with HIPAA and the HITECH Act (collectively, "Applicable Law"), the parties have agreed to the provisions of this Exhibit to protect PHI to which a -MDs may have access in the performance of its duties for Customer. 1. Defined Terms. Unless otherwise indicated below or elsewhere in this Exhibit, all capitalized terms shall have the meanings provided in the Agreement or 45 C.F.R §§ 160.103, 164.103 and 164.501. a. "Privacy Rule" means 45 C.F.R. Part 160 and 45 C.F.R. Part 164, Subparts A and E, Standards for Privacy of Individually Identifiable Health Information. b. "Protected Health Information" or "PHI" means individually identifiable health information as defined in 45 C.F.R § 160.103, limited to the information a -MDs receives from, or creates, maintains, transmits, or receives on behalf of, Customer. c. "Security Rule" means 45 C.F.R. Part 164, Subpart C, Security Standards for the Protection of Electronic Protected Health Information. 2. Obligations of a -MDs. a. Compliance with Privacy and Security Obligations. a -MDs agrees that the requirements of HIPAA and the HITECH Act that relate to privacy and security and are made applicable with respect to Business Associates shall be applicable to a -MDs. b. Limits on Use and Disclosure. Except as otherwise limited in this Exhibit, a -MDs may only use or disclose PHI to perform functions, activities, or services for, or on behalf of Customer as specified in the Agreement, this Exhibit and as permitted or required by Applicable Law. Except as otherwise limited in this Exhibit, e -MDs may also: i. Use PHI for the proper management and administration of a -MDs or to carry out the legal responsibilities of a -MDs under the laws of the United States; to de -identify such information in accordance with 45 C.F.R. § 164.514(b) for a -MDs' own business purposes or in connection with the Services; or to provide Data Aggregation services to Customer as permitted by 45 C.F.R. 164.504(e)(2)(i)(b); and ii. Disclose PHI for the proper management and administration of a -MDs, provided that disclosures are Required by Law, or a -MDs obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and be used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and that the person will notify a -MDs of any instances of which it is aware in which the confidentiality of the information may have been breached. c. Minimum Necessary. Any use or disclosure of the PHI will be limited to the minimum PHI necessary for the permitted purpose. a -MDs shall comply with any guidance issued by the Secretary regarding compliance with the minimum necessary standard. d. Safeguards. a -MDs will implement and maintain reasonable and appropriate administrative, physical and technical safeguards to protect the availability, integrity and confidentiality of the PHI as permitted and/or required by HIPAA and the HITECH Act. Business Associate Agreement Page 1 of 3 I© 2015. Confidential. Rev 11/2015 26147778v20 eMDs e. Reports of Unauthorized Access, Use or Disclosure. a -MDs shall report in writing to Customer, without unreasonable delay, (i) any use or disclosure of PHI that is not authorized by this Exhibit or the Agreement including, but not limited to, Security Incidents, and (ii) any Breach of Unsecured Protected Health Information. a -MDs shall deliver such notice no later than twenty (20) business days after the date on which e - MDs (or any member of a-MDs's workforce or agent of a -MDs except the person(s) responsible for the Breach) became aware, or in the exercise of reasonable diligence should have become aware, of such unauthorized use or disclosure or Breach. Notice of any unauthorized use or disclosure or Breach shall, if known, (i) describe the event resulting in the unauthorized use or disclosure or Breach; (ii) describe the types of PHI that were involved in the unauthorized use or disclosure or Breach; and (iii) describe what a -MDs is doing to investigate, mitigate losses arising from and protect against any further unauthorized use or disclosure or Breach. The parties acknowledge and agree that this Section constitutes notice by a -MDs to Customer of the ongoing existence and occurrence of attempted but unsuccessful Security Incidents, including, but not limited to, pings and other broadcast attacks on a-MDs's firewall, port scans, unsuccessful log -on attempts, denials of service and any combination of the above, so long as no such incident results in unauthorized access, use, or disclosure of PHI, for which no additional notice to Customer shall be required. f. Mitigation Procedures. In the event of any improper use and/or disclosure of PHI, a -MDs shall work, and where practicable Customer shall work cooperatively with a -MDs, to implement procedures for mitigating the harmful effects of such improper use and/or disclosure. g. Access to Information. a -MDs will make available to Customer the PHI in a Designated Record Set, in a time and manner mutually agreed upon by the parties, as necessary to satisfy Customer's obligations under 45 C.F.R. 164.524. h. Availability of Protected Health Information for Amendment. Upon receipt of a request from Customer for the amendment of an individual's PHI or a record regarding an individual contained in a Designated Record Set (for so long as the PHI is maintained in a Designated Record Set), a -MDs agrees to provide such information to Customer for amendment and incorporate any such amendment as may be required by 45 C.F.R. §164.526. In the event any individual requests an amendment to PHI directly from e -MDs, a -MDs shall forward such request to Customer. Any review and consideration of a requested amendment shall be the responsibility of Customer. i. Accounting of Disclosures. In accordance with 45 C.F.R. § 164.528, a -MDs agrees to produce, and maintain for at least six (6) years, a record of any disclosure of the PHI, which record will include, for each disclosure, the date of disclosure, the name and address of the recipient, a description of the PHI disclosed (if known), the name of the individual who is the subject of the PHI (if known) and the reason for disclosure. Upon request from Customer, a -MDs will make its record of disclosure available to Customer within the time frame and in the manner permitted and/or required by Applicable Law or as otherwise agreed by the Parties in writing. In the event the request for an accounting is delivered by an individual directly to a -MDs, a -MDs shall forward such request to Customer. Customer shall have the responsibility to respond to the request. j. Subcontractors. a -MDs shall ensure that any subcontractor to whom it provides PHI agrees to the same restrictions and conditions that apply through this Exhibit to a -MDs. k. Availability of Books and Records. a -MDs agrees to make its internal practices, books and records relating to its uses or disclosures of the PHI available to Customer, or, if directed in writing, the Secretary for purposes of determining compliance with Applicable Law, subject to attorney-client and other applicable privileges. I. e-MDs's Performance of Customer's Obligations. To the extent a -MDs is to carry out one or more of Customer's obligations under the Privacy Rule, at Subpart E of 45 C.F.R. Part 164, a -MDs will comply with the requirements of the Privacy Rule that apply to Customer in the performance of such obligations. m. Sale of PHI. a -MDs will comply with the prohibition on the sale of electronic health records and Protected Health Information set forth in 42 U.S.C. 17935(d). Business Associate Agreement Page 2 of 3 I© 2015. Confidential. Rev, 11/2015 26147778v20 eMDs 3. Obligations of Customer. a. Notice to e -MDs. Customer will notify a -MDs of any of the following to the extent that they affect e-MDs's use or disclosure of PHI or its rights and obligations with respect to PHI (i) any limitation in its notice of privacy practices in accordance with 45 C.F.R. § 164.520; (ii) any changes in, or revocation of, permission by an Individual to use or disclose the PHI; and (iii) any restriction on the use or disclosure of PHI that Customer has agreed to in accordance with 45 C.F.R. §164.522. b. Minimum Necessary. Customer will make reasonable efforts to disclose to, provide to, or request from, e -MDs only the minimum Protected Health Information necessary for a -MDs to perform or fulfill a specific function required or permitted under the Agreement. c. Mitigation. Customer will take immediate steps to mitigate an impermissible use or disclosure of PHI whether from a -MDs to the Customer or from the Customer to a -MDs, including the Customer's staff, employees and agents who send and receive PHI to and from a -MDs in the course and scope of their employment, such as obtaining the recipient's satisfactory assurances that the information will not be further used or disclosed (through a confidentiality agreement or similar means between the Customer and its staff, employees and agents) or will be destroyed. d. No Violation of Law. Customer will not request, direct or cause a -MDs to use or disclose PHI in a manner that would violate Applicable Law. 4. Term and Termination. This Exhibit shall become effective on the Effective Date of the Agreement, unless the Parties otherwise mutually agree in writing to an alternative effective date. This Exhibit will automatically terminate upon the termination or expiration of the Agreement. Notwithstanding any provisions in this Exhibit or the Agreement to the contrary, either party may terminate this Exhibit and the Agreement if it determines that the other party has breached a material term of this Exhibit and has not cured such breach with thirty (30) days of receiving notice of the breach from the non -breaching party. Upon termination of the Agreement or this Exhibit, a -MDs will return or destroy the PHI, unless required otherwise by Applicable Law. If return or destruction of the PHI is not feasible, a -MDs will extend the protections of this Exhibit until the PHI can be returned or destroyed and this obligation shall survive termination of the Exhibit. S. Interpretation. Any ambiguity in this Exhibit shall be resolved in favor of a meaning that permits Customer and a -MDs to comply with Applicable Law. Any and all references in this Exhibit to a statute or regulation mean the section as in effect or as amended. This Exhibit will be governed by the governing law set forth in the Agreement and any action brought under this Exhibit will be brought in accordance the Agreement. Business Associate Agreement ID 2015. Confidential. 26147778v20 Page 3 of 3 R-11/2015 G',�1IIDs Auto Debit Authorization The Customer hereby authorizes a -MDs to initiate debit entries to the Customer's account indicated below and the financial institution named below to debit the same to such account. This authorization is for the purpose of paying software and services fees and the practice understands that amounts may vary. Bank Name: Branch City: Account Number: Routing Number: Authorization Signature: Authorization Printed Name: Practice Tax ID Number: -- This authority is to remain in full force and effect until e -MDs has received written notification from the Customer of its termination in such time and manner as to afford a -MDs and the financial institution named above a reasonable opportunity to act on it. Auto Debit Authorization Page 1 of 1 © 2015. Confidential. Rev. 6/2015