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e-MDs, Inc. 121916
f .G1,4 A If eMDs HEALTHY SOLUTIONS. HEALTHY PATIENTS. HEALTHY PRACTICES. Revenue Cycle Management Service Proposal and License Agreement Prepared By: David Horvath + Q66 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 v20161025.1 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) ___._._m_. 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 $0.00 /Ra Results Interface (Labdiology) Included1. Yi4 DirectMessaging31 Included Immunization Export Included 'HL7 Demographics Data-] m—p'o-ire Included Implementation, Training & Go -Lives Included Hosting Solution (Per Provider Per Month)6 Included - Hosting Solution Setup - Discounted by 100.00% $0.00 ePortal Setup' Included EDI (Claims, ERA, Eligibility) Setup Annual Maintenance (Support, Updates, Upgrades) Included Product/Service Extended Price ;Minimum Monthly RCM Cost For Full Time Providers Per Month $3,700.00 iMinimum Monthly RCM Cost For Part Time Providers Per Month $1,195.00 Additional User Cost Per Month' $0.00 Additional Direct Messaging Cost Per Address Per Month' $0.00 Microsoft SQL License Per User Cost Hosted Customer: Included Minimum Monthly RCM Cost for 1 Part Time Provider Per Month (waived for 36 months) -$1,195.00 Total Monthly Minimum Charge 6,9 $3,700.00 eMDs Hosting Services Setup Charge: Discounted by 100.00% $0.00 Implementation Fees Included Total Implementation and Setup Fees $0.00 Total Initial Fees (excluding Sales Tax) $3,700.00 RCM Services Summary Claim Types: t Other Consideration (s): Statements Incremental'Charges"' Paper Claims Incremental Charges10 Third Party Additional Items TriZetto Clearinghouse Patient Education Medical Art 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: �'�� DATE: 26 1 Printed Name: Ka (k 1 e ewe Kle 1' Ac, CCS Ni at eMDs, Inc. Signature: DATE: Printed Name: References (1) A Part Time Provider is scheduled for 16 hours or less per week. Price includes AMA mor® �:----- --• - including provider for each full time provider, and 3 users including provider for ea must notify eMDs if the number of users or providers changes. i— s f 1, ,% J Vd 1 V bj ./ r(2) eMDs may charge lab directly, client agrees to assist in completing necessary paper r% _ ,, . �(" (3) Immunization Interface is dependent on the availability and specifics of your state. ��S/.'�y-s//{_ u (4) Patient First, Middle Initial, Last, DOB, Gender. Customer to provide access to data. ;(5) Standard RCM includes: 8 hours project management; Quickstart wizard; 2 e -classes upon number of providers. All Solution Series customers receive 90 days of Accelera :oft® Word for 5 users $49/user/month. C—usttoomerr �71" { r e►`( hwk 5 ing depending `(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. (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 DocuSign Envelope ID: 963A459E-5D49-4B3E-B610-CE628D998736 Solution Series Revenue Cycle Management Options Product/Service Unit Price jAddenda, Attachments, Exhibits General Terms and Conditions Applicable to All Software and Services Revenue Cycte 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 I r 30 days from the Order Date. If more than 30 days s have elapsed since the Order Date, e, p I lease contact your sales representative for an updated proposal. This 11 agreement supersedes any prior agreement between Customer and I 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 [0 - Signature: I DATE: Printed Name: eMDs, Inc. •DocuSigned by: Signature: 1U P att's DATE: 113 J 1 -7 Printed Name: 755MEFOA444A- ed PaKes References ij A Tiie Pr, de f is s,he I" wed 1- -Fx'-f n*Fk Fnce A M A SQ!., 5 fle lueg d 11 c n I i, I ire iz;!,,d e r, ,e r,, ir, fi;& yo.! +cir eG c N pwi ri, aff �iwed Ax:idlsil�i trr, at, rrl,j", �IA' 0t.t r u! user, 4W,ge;, 21 tMD, --y ch., ggo"r—t! '.4 Fg—, v. -l ri pape rwo, ! I, DiC8, Ca,d_p. 1. p( !dr 2,-S_ Stpr,"4ri! RCM nducl,. pr,;ft Qwckstap wt;,.erl: '-' , ops5ef+r 8 ho-,. ! onhn,: tram ;- -g d,perx"rF.. 5'rri,5 CUjslommis "(1 dziyc rg kzrt!r-ralion Te2: K."ed C !c -'r 5!.rage: F INM,1�e . ; r. :he 2" 10, 0,'Vwr,t chb(gd "I ril P41-treoi.CaaEv' llii2l ltc,cfe r:l Oc-P., 71'it e,p-1,d 4'ni!icii .ti -'.f lhi: mil 5-. .-1 tildu, to 4. -jiooi, " h Ni, qijciitv, em eNnai S ,p is f"r ",arie,,t PCIMII! -.11 -,j%jj-ge Wif dfece.Thly a m" 1j. Wl:f 7.7,1':rT. e.ettzrr,,, ,rt ,W Rate. w,rXcess 01 tr,e f!"T mo;, -e S,Ai!et-rit .totefr !rd. pal?'y r3:c.- ij Df. eid,eee1l aec:r each 'icer—'i d a,, Jefferson County Public Health RCM proposal SMM 12122016 RCM Order Form Page 3 of 3 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. a -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 parry 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. 11/203,5 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 a -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 a -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 Rev. 11/2_W5 ear 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 a -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 a -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. H/JM +_9..,�1ADs 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. Re i 201 26147778v20 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 a -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. Re Ins 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 a -MDs, where the latest version incorporates modifications that, in e - MDs' opinion, avoid the infringement claim; or (iv) third party content supplied or transmitted 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 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 PRODUCTSAND SERVICESTHATARE NOT PURCHASED FROM AND PROVIDED DIRECTLY BY a -MDs, INCLUDING THE COMPATIBILITY OF SUCH PRODUCTS AND SERVICES WITH a -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 a -MDs from time to time. General Terms and Conditions © 2015. Confidential. 26147778v20 Page 7 of 9 eMDs e. "Hosting Solution" means the hosting services provided by a -MDs pursuant to the applicable Service Schedule. "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 a -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. R- 11N 26147778v20 e�NIDs 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 R-11/2015 eMDs 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. a -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 1AM 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. Re 11/^5 26147778v20 (9-I.AVANDs 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 a -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. 11n015 26147778v20 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"). a -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 a -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. 5. 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 �5 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. Re 1N 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 a -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 Rev. 11/2015 (9-I.A-ArWANDs 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. a-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. EOes. 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, a-MDs will contact the payer for clarification on the payment. a-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 a-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. a-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 C 2015. Confidential. Rev. no 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 a-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. a-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. Re�ll zols 26147778v20 G�111Ds the applicable third party payer. Customer understands that a-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 a-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 a-MDs Revenue Cycle Services group; vii. Timely and promptly enter all patient payments received by the Customer into the Licensed Software; 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 a-MDs Revenue Cycle Services group; x. Maintain up to date fee schedules; xi. Maintain a Financial Policy outlining credit, collection, and refund policies; Al. 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. Rei� 26147778v20 W-11110-7 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 a -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 a -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 a -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. 1 5 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 a-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 . T RCM Hosting Alternative Language for Section 2(c) 2(c). Software Hosting. i. 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 a -MDs on issues related to the RCM Services. ii. 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 a -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), a -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 a -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, a -MDs may request that Customer migrate to a -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 -MDs 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. RCM Service Schedule © 2015. Confidential. 26147778v20 Page 6 of 6 Rev. 11/2015 (-'MDs RCM Service Schedule Page 1 of 1 © 2015. Confidential. Rev. 11/2015 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. Rev. 11/2015 26147778v2o C� 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, a -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 I© 2015. Confidential. 26147778v20 Page 1 of 3 Rev. 015 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 ora 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 a -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. a-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. R� zois 26147778v20 ear 3. Obligations of Customer. a. Notice to a -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, a -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 I© 2015. Confidential. 26147778v20 Page 3 of 3 R-11/2015 615 Sheridan Street Port Townsend, WA 98368 www.JeffersonCountyPublicHealth.org Consent Agenda Public H 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 e> M www.JeffersonCountyPublicHealth.org bi Public Neem 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 a -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). REVIEWED BY: Philip Morle Co ' ty-Adpaiaistrater' 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 �eeJtson C"t Public He9alt December 16, 2016 TO: File 615 Sheridan Street Port Townsend, WA 98368 www.JeffersonCountyPublicHealth.org MEMORANDUM FROM: Vicki Kirkpatrick, Director SUBJECT: Sole Source Justification for Contracting for Revenue Cycle Management with a -MDs, r - Inc. %- 1.2 Jefferson County Public Health is requesting sole source procurement to expand the contract with e - MDs, Inc. to add Revenue Cycle Management to the electronic medical records services currently provided to Jefferson County Public Health. Jefferson County Public Health engaged in a bid process resulting in a contract with a -MDs, Inc. for Electronic Medical Records — a new requirement under law for organizations providing clinical health care. That contract called specifically for the installation of a medical records system that is also connected to providing the necessary data for billing. Since 2012, Jefferson County Public Health as employed a Financial Services Coordinator to utilize the a -MDs system to prepare invoices. In 11/2016, the Financial Services Coordinator resigned to take another job, leaving the health department without a medical records biller. At that time, the department reviewed its options and opportunities and requested to add the Revenue Cycle Management module that a -MDs provides which provides that a -MDs would do the billing, complete the monthly maintenance, move the system to a secure Cloud environment providing more flexibility for providers in meeting their charting requirements, and provides the department with regular aging reports and automatic re -billing as needed. The health department finance section, through a Financial Services Coordinator on staff will maintain financial oversight, review and quality assurance. This option will provide a direct savings to the department overall. No other vender is going to provide billing services for a -MDs because Electronic Health Records systems support their own product when providing a billing component. E -MDs is the only vendor who can practically and reasonably provide billing services related to the a -MD electronic record system which is the proprietary property of a -MDs, Inc. To utilize another vendor would require the installation of and training in a whole new medical records system. Community Health Developmental Disabilities 360-385-9400 360-385-9401 (f) Always working for a safer and healthier community Environmental Health Water Quality 360-385-9444 (f) 360-379-4487 CONTRACT WITH: a -MDs. Inc. I -7 615 Sheridan Street Port Townsend, WA 98368 www.JeffersonCountyPublicHealth.org CONTRACT REVIEW FORM CONTRACT FOR: Electronic Health Records N-16-122 TERM: Upon signature - Until Terminated COUNTY DEPARTMENT: Jefferson County Public Health For More Information Contact: Tammey Newton Contact Phone #: X443 RETURN TO: Jenny Matter RETURN BY: ASAP AMOUNT: Revenue: Expenditure: $44,000 Matching Funds Required: Source(s) of Matching Funds: PROCESS: A Exempt from Bid Process ❑ Consultant Selection Process ❑ Cooperative Purchase ❑ Competitive Sealed Bid ❑ Small Work Roster ❑ Vendor List Bid ❑ RFP or RFQ ❑ Other Step 1: REVIEW BY S T Review y: G ! l Date Revie APPROVED FORM Returned for revision (See Comments) C mments: Step 2: REVIEW BY PROSECUTING A TOR Review by: Date Reviewed: 2 2 a APPROVED AS TO FORM Ll Returned for r vision (See Comments) Comments: T-' +-, K = I�«.uc_ sQ...-ws : �� +-r�� w "..rte sKg rt.�'bt.. , 1 r 4 �� 3) _ JLV-Alk s -W a ae rg u �srs Cwl-iv. Gtw►rvx a s of [ 4 (scC� �,v '!'1,a. �,r e La .tel) Z/�i,.�3� SG— a A --A- l..- 4-L. o.JveJL A /J �� I.j: �"„ st.c. Pk.L1,..na n_ti-bh. (This form to stay with contract throughout the contract review process) Community Health Developmental Disabilities 360-385-9400 360-385-9401 (f) Always working for a safer and healthier community Environmental Health Water Quality 360-385-9444 (f) 360-379-4487 Philip Morley From: Philip Morley Sent: Friday, December 16, 201612:18 AM To: Vicki Kirkpatrick (VKirkpatrick@co jefferson.wa.us); Tammey Newton Cc: Michael Haas Subject: RE: EMDs contract Also, please be aware that venue for disputes is Nasau County, New York. Philip Philip Morley Jefferson County Administrator pmorlev@co. iefferson.wa.us (360) 385-9100 x-383 This is a reminder that all email to or from this email address may be subject to the Public Records Act contained in RCW 42.56. Additionally, all email to and from the county is captured and archived by Information Services. From: Philip Morley Sent: Friday, December 16, 201612:16 AM To: Vicki Kirkpatrick (VKirkpatrick@co.jefferson.wa.us) <VKirkpatrick@co.jefferson.wa.us>; Tammey Newton <TNewton@co Jefferson.wa.us> Cc: Michael Haas <MHaas@co.jefferson.wa.us> Subject: EMDs contract Tammey and Vicki, under the proposed EMDs contract, you will pay $58 40/year, plus tax (possibly?). Is this rate consistent with the price discount EMDs told you we would receive if we dopt now? Also, note that price in years 2 & 3 will each go up by CPI% plus 3% each year. Philip C 14 y r-a'rL5 ?� .3 1 Philip Morley Jefferson County Administrator pmorlev@co.iefferson.wa.us (360) 385-9100 x-383 This is a reminder that al/ email to or from this email address may be subject to the Public Records Act contained in RCW 42.56. Additionally, all email to and from the county is captured and archived by Information Services. Tammey Newton From: Tammey Newton Sent: Thursday, December 15, 2016 12:07 PM To: Jenny Matter Cc: Vicki Kirkpatrick; Veronica K. Shaw Subject: FW: Need contract today - ASAP Attachments: Jefferson County Public Health RCM proposal SMM 12122016.pdf, e -MDs Comprehensive Template Agreement (12 22 15) (002)_Accepted_RCMHost .... pdf; eMDs - Auto Debit Form (6 2015).pdf Hello Jenny — Please see the attached contracts we discussed earlier. I am so very sorry to get this to you (well to everyone) on such short notice. With a savings of $15,335 though, I am hoping we can get this through and on the agenda for Monday. As always, thank you for everything you do. You are greatly appreciated. Tammey Newton, MBA Community Health Director Jefferson County Public Health 360-385-9443 www.ieffersoncountypublichealth.org From: David Horvath [mailto:dhorvath@emds.com] Sent: Thursday, December 15, 2016 10:28 AM To: Tammey Newton <TNewton@co.jefferson.wa.us> Subject: RE: Need contract today - ASAP Hi Tammey, Wanted to get this to right away, so my apologies up front if this emails sounds hurried (because it is!). Anyway, in the attached proposal, on the second page under "Product/Service" you will see that it details the savings we are offering by eliminating the fee for the part-time provider for Year 1. By also waiving the implementation fee (a few lines below that), you will be saving a total of $15,335! Please complete page three of this document. I've also attached the agreement. This document outlines the many eMDs responsibilities we need to fulfill. These responsibilities can be found under the Hosting Service Schedule; Attachment 1 SLAB; Revenue Cycle Management Service Schedule; and Patient Portal Service Schedule. There is also a warranty (#13) and if there is a breach in any of these, that is outlined under #11c (p. 4). Each page of this document will need to be initialed. Please complete the third attachment for ACH as well. That should do it! Thank you! David ****************************************************************************************** * * * * * * * * * * * * * * * * * * * * * This email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to which they are addressed. If you have received this email in error please notify the system manager. This footnote also confirms that this email message has been checked for viruses with Microsoft Exchange Online Protection. In addition, eMDs, Inc. strongly discourages sending any form of confidential patient information as defined by HIPAA in the form of text, screen shots, or other formats via email messages.************************************************************** e -MDs BUSIN SS ASSOCIATE AGREEMENT �5 � This Business Associate Agreement ("Agreement") is entered into by and between e -MDs, Inc., whose principal office is at 9900 Spectrum Drive, Austin, Texas 78717 (the "Business Associate") and Jefferson County Public Health with its principal office located at 615 Sheridan St. Port Townsend, WA 98368 (the "Covered Entity") (each a "Party" and collectively the "Parties"). INTRODUCTION WHEREAS, the Business Associate is a Texas Corporation and the Covered Entity is a ,Government Entity ; and WHEREAS, the Parties have or are entering into a separate agreement (the "License Order") under which the Business Associate will perform certain specified services for or on behalf of the Covered Entity (the "Services"), in addition to licensing certain software products to the Covered Entity; and WHEREAS, in providing the Services, Business Associate may use and/or disclose protected health information received from the Covered Entity ("PHI") as defined in 45 C.F.R. § 160.103 relating to the Standards for Privacy of Individually Identifiable Health Information (the "Privacy Regulations') and the Security Standards for the Protection of Electronic Protected Health Information (the "Security Regulations"), promulgated under the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"); and WHEREAS, this Agreement sets forth the terms and conditions pursuant to which the Business Associate must maintain, protect, create, use and/or disclose any PHI (which includes electronic PHI, or EPHI) that is provided to, or is created or received by, it from or on behalf of the Covered Entity, and WHEREAS, the Parties intend that this Agreement comply with the provisions in the Privacy Regulations and Security Regulations requiring business associates to provide adequate assurances to a covered entity with respect to the Business Associate's duties to protect the confidentiality of PHI. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows: 1. RESPONSIBILITIES OF BUSINESS ASSOCIATE WITH RESPECT TO PHI 1.1 Primary Responsibilities of Business Associate with Respect to PHI. With regard to its use and/or disclosure of PHI, the Business Associate hereby agrees to do the following: a. Use and/or disclose the PHI only as reasonably necessary to perform the Services, as required by Law, and as otherwise permitted or required by this Agreement. b. Use commercially reasonable safeguards to prevent use or disclosure of the PHI other than as provided for by this Agreement. c. Report to the designated Privacy Officer of the Covered Entity, in writing, any use and/or disclosure of the PHI that is not permitted or required by this Agreement of which Business Associate becomes aware within five (5) business days of the Business Associate's discovery of such unauthorized use and/or disclosure. d. Establish procedures for mitigating, in a commercially reasonable manner, any deleterious effects from any improper use and/or disclosure of PHI that the Business Associate reports to the Covered Entity. e. Provide adequate administrative, technical and physical safeguards to protect and maintain the confidentiality of any PHI in its possession. If Business Associate electronically exchanges data containing PHI with Covered Entity, Business Associate will use commercially reasonable efforts to ensure that all transmissions of data are authorized, protect the integrity and confidentiality of PHI, and protect business records and data from improper access. In particular, as required by the Security Regulations, the Business Associate agrees to the following requirements: 1. implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the EPHI that it creates, receives, maintains or transmits on behalf of the Covered Entity,- 2. ntity; 2. ensure that any agent, including a subcontractor, to whom it provides EPHI agrees to implement reasonable and appropriate safeguards to protect it; 3. promptly report to the Covered Entity any security incident of which it becomes aware, and in no case make such notification later than sixty (60) calendar days after discovery of such security incident. The notification shall include, to the extent possible, the identification of each individual whose unsecured e -MDs BAA — Page 1 of 7 Revised 5/7/2010 e-MDs BUSINESS ASSOCIATE AGREEMENT 'MDS L. protected health information has been, or is reasonably believed to have been, accessed, acquired, used, or disclosed during the breach. Either at the time of the original notification, or promptly thereafter as the information becomes available, Business Associate shall provide to the Covered Entity, to the extent possible, any other available information that the Covered Entity is required to include in its notification to affected individuals under 45 C.F.R. § 164.404(c).; 4. make its procedures, policies, and documentation of safeguards available to the Secretary of Health and Human Services (the "Secretary") for purposes of demonstrating compliance with the Security Regulations; and 5, authorize termination of the Agreement by the Covered Entity, if the Covered Entity determines that the Business Associate has violated a material term of the Agreement, as set forth more fully in section 4.2 of this Agreement. f. To the extent Business Associate discloses PHI to a third party as permitted by this Agreement, Business Associate must obtain, prior to making any such disclosure: (i) reasonable assurances from such third party that such PHI will be held confidential as provided pursuant to this Agreement, and only disclosed as required by law or for the purposes for which it was disclosed to such third party; and (ii) an agreement from such third party to immediately notify Business Associate of any breaches of confidentiality of PHI, to the extent it has knowledge of such breach. g. Business Associate agrees that it will incorporate in all agreements with its contractors and vendors, such HIPAA compliance provisions as are substantially in the form set forth in this Agreement so that each shall be bound thereunder to the same extent as Business Associate is bound hereunder. h. In the event Business Associate (i) is ordered by any court of competent jurisdiction or governmental agency to disclose PHI (ii) receives a request from the Secretary to inspect Business Associate's books and records relating to the use and disclosure of PHI, Business Associate agrees to promptly notify the Covered Entity and cooperate with the Covered Entity in connection with any reasonable and appropriate action the Covered Entity deems necessary with respect to such PHI. In particular, Business Associate agrees to make its internal practices, books, and records relating to the use and disclosure of PHI available to the Secretary for purposes of demonstrating compliance with the Privacy Regulations. i. Document such disclosures of PHI and information related to such disclosures as would be required for Covered Entity to respond to a request by an individual for an accounting of disclosures of PHI in accordance with 45 CFR § 164.528. j. Within 30 days of receiving a written request from the Covered Entity, provide to the Covered Entity such information as is requested by the Covered Entity to permit the Covered Entity to respond to a request by an individual for an accounting of the disclosures of the individual's PHI in accordance with 45 C.F.R. § 164.528. In the event a request is received directly by the Business Associate from an individual requesting an accounting of disclosures, Business Associate will notify Covered Entity within five (5) business days and only act as instructed by the Covered Entity. k. At the request of, and in the time and manner designated by the Covered Entity, provide access to the PHI in a Designated Record Set created or maintained by the Business Associate to the Covered Entity or the individual to whom such PHI relates or his or her authorized representatives in order to meet a request by such individual under 45 C.F.R. § 164.524. In the event a request is received directly by the Business Associate from an individual requesting access to their PHI, Business Associate will notify Covered Entity within five (5) business days and only act as instructed by the Covered Entity. I. At the request of, and in a commercially reasonable time and manner designated by the Covered Entity, make any amendment(s) to the PHI that the Covered Entity directs pursuant to 45 C.F.R. § 164.526. Where the Covered Entity denies, in whole or in part, the individual's request to amend, and the individual files a Statement of Disagreement, the Covered Entity's initial denial, the individual's Statement of Disagreement and the Covered Entity's Rebuttal Statement, if any, must be retained by the Business Associate and appended or linked to the PHI in that individual's Designated Record Set which was the subject of the requested amendment. In the event a request is received directly by the Business Associate from an individual requesting an amendment to the PHI in that individual's Designated Record Set whether or not maintained by the Business Associate, Business Associate will notify Covered Entity within five (5) business days and only act as instructed by the Covered Entity. e -MDs BAA — Page 2 of 7 Revised 5/7/2010 e-MDs BUSINESS ASSOCIATE AGREEMENT LVIDS m. Subject to Section 4.3 below, return to the Covered Entity or destroy, within 30 days of the termination of this Agreement, any PHI in its possession and retain no copies, including, but not limited to, all backups. n. Disclose to its subcontractors, agents or other third parties, only the minimum PHI necessary to perform or fulfill a specific function required or permitted hereunder. o. Business Associate may make any use and/or disclosure of PHI permitted under 45 C.F.R. § 164.512 in connection with the Services and as directed by the Covered Entity. 1.2 Additional Permitted Uses and Disclosures for Business Activities of Business Associate. Unless otherwise limited herein, the Business Associate may: a. Use any PHI in its possession for its proper management and administration and to fulfill any present or future legal responsibilities of the Business Associate provided that such uses are required under state and/or federal laws. b. Disclose any PHI in its possession to third parties for the purpose of its proper management and administration or to fulfill any present or future legal responsibilities of the Business Associate, provided that the Business Associate represents to the Covered Entity, in writing, that (i) the disclosures are required by law, as provided for in 45 C.F.R. § 164.103 or (ii) the Business Associate has received from the third party written assurances regarding its confidential handling of such PHI as required under 45 C.F.R. § 164.504(e)(4). c. Use or disclose any PHI in its possession if necessary to carry out responsibilities and obligations under the License Order. 1.3 Additional Activities of Business Associate. In addition to using any PHI to perform the Services set forth in the License Order and activities referenced in Section 1.1 of this Agreement, the Business Associate may: a. Aggregate any PHI in its possession with the PHI of other covered entities that the Business Associate has in its possession through its capacity as a business associate to said other covered entities provided that the purpose of such aggregation is to provide the Covered Entity with data analyses relating to the Health Care Operations of the Covered Entity. Under no circumstances may the Business Associate disclose PHI of one Covered Entity to another Covered Entity absent the explicit authorization of the Covered Entity. 2. RESPONSIBILITIES OF COVERED ENTITY WITH RESPECT TO PHI With regard to the use and/or disclosure of PHI by the Business Associate, the Covered Entity hereby agrees to a. Provide the Business Associate a copy of the Notice of Privacy Practices (the "Notice") currently in use and inform the Business Associate of any changes in the Notice that the Covered Entity provides to individuals pursuant to 45 C.F.R. § 164.520. b. Inform the Business Associate of any changes in, or withdrawal of, the authorization provided to the Covered Entity by individuals pursuant to 45 C.F.R. § 164.508 in connection with the Services provided by Business Associate. c. Inform the Business Associate of any opt -outs exercised by any individual from fundraising activities of the Covered Entity pursuant to 45 C.F.R. § 164.514(f) in connection with the Services provided by Business Associate. d. Notify the Business Associate, in writing and in a timely manner, of any arrangements permitted or required of the Covered Entity under 45 C.F.R. part 160 and 164 that may impact in any manner the use and/or disclosure of PHI by the Business Associate under this Agreement, including, but not limited to, restrictions on use and/or disclosure of PHI as provided for in 45 C.F.R. § 164.522 agreed to by the Covered Entity. e. Notify the Business Associate, in writing, of any PHI that Covered Entity seeks to make available to an individual pursuant to 45 C.F.R. § 164.524 and the time, manner and form in which the Business Associate is requested to provide such access. f. Notify the Business Associate, in writing, of any amendment(s) to the PHI in the possession of the Business Associate and inform the Business Associate of the time, form and manner in which such amendment(s) shall be made. e -MDs BAA — Page 3 of 7 Revised 5/7/2010 e-M e-MDs BUSINESS ASSOCIATE AGREEMENT Ds 3. REPRESENTATIONS AND WARRANTIES 3.1 Mutual Representations and Warranties of the Parties. Each Party represents and warrants to the other Party that: a. It is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is organized or licensed, it has the full power to enter into this Agreement and to perform its obligations hereunder, and that the performance by it of its obligations under this Agreement have been duly authorized by all necessary corporate or other actions and will not violate any provision of any license, corporate charter or bylaws. b. Neither the execution of this Agreement, nor its performance hereunder, will directly or indirectly violate or interfere with the terms of another agreement to which it is a party, or give any governmental entity the right to suspend, terminate, or modify any of its governmental authorizations or assets required for its performance hereunder. Each Party represents and warrants to the other Party that it will not enter into any agreement the execution and/or performance of which would violate or interfere with this Agreement. c. All of its employees, agents, representatives and members of its workforce, whose services may be used to fulfill obligations under this Agreement are or shall be appropriately informed of the terms of this Agreement and are under legal obligation to each Party, respectively, by contract or otherwise, sufficient to enable each Party to fully comply with all provisions of this Agreement including, without limitation, any limitations on the otherwise permitted uses and disclosures of an individual's PHI that the Covered Entity has agreed to and which it has communicated to the Business Associate in writing and in a timely manner. To the best of the Party's knowledge, neither the Party, nor its shareholders, members, directors, officers, agents, employees or members of its workforce have been excluded or served a notice of exclusion or have been served with a notice of proposed exclusion, or have committed any acts which are cause for exclusion, from participation in, or had any sanctions, or civil or criminal penalties imposed under, any federal or state healthcare program, including but not limited to Medicare or Medicaid, or have been convicted, under federal or state law (including without limitation a plea of nolo contendere or participation in a first offender deterred adjudication or other arrangement whereby a judgment of conviction has been withheld), of a criminal offense related to (a) the neglect or abuse of a patient, (b) the delivery of an item or service, including the performance of management or administrative services related to the delivery of an item or service, under a federal or state healthcare program, (c) fraud, theft, embezzlement, breach of fiduciary responsibility, or other financial misconduct in connection with the delivery of a healthcare item or service or with respect to any act or omission in any program operated by or financed in whole or in part by any federal, state or local government agency, or (d) interference with or obstruction of any investigation into any criminal offense described in (a) through (d) above. Each Parry further agrees to notify the other Parry immediately after the Parry becomes aware that any of the foregoing representation and warranties may be inaccurate or may become incorrect. 4. TERMS AND TERMINATION 4.1 Term. This Agreement shall become effective on the Effective Date and shall continue in effect until the License Order expires or is terminated. In addition, certain provisions and requirements of this Agreement shall survive its expiration or other termination in accordance with Section 6.3 herein. 4.2 Termination by the Covered Entity. As provided for under 45 C.F.R. § 164.504(e)(2)(iii), Covered Entity may terminate this Agreement and any related Services pursuant to the terms of this paragraph if the Covered Entity determines that the Business Associate has breached a material term of this Agreement, notwithstanding any provision in paragraph 6.9 to the contrary. In such an event, the Covered Entity must: (i) provide the Business Associate with 30 days written notice of the existence of an alleged material breach; and (ii) afford the Business Associate a reasonable opportunity to cure said alleged material breach upon mutually agreeable terms. Nonetheless, in the event that mutually agreeable terms cannot be achieved within 30 days, Business Associate must cure said breach to the reasonable satisfaction of the Covered Entity within 60 days, or such other period of time as may be mutually agreed-upon by the parties. Failure to cure in the manner set forth in this paragraph is grounds for the immediate termination of this Agreement and any related Services. 4.3 Effect of Termination. Upon the event of termination pursuant to this Section 4, Business Associate agrees to return or destroy any PHI in it possession and retain no copies pursuant to 45 C.F.R. § 164.504(e)(2)(ii)(1), if it is feasible to do so. Prior to doing so, the Business Associate further agrees to recover any PHI in the possession of its subcontractors or agents. If it is not feasible for the Business Associate to return or destroy said PHI, the Business Associate will notify the Covered Entity in writing within thirty (30) days. Said notification shall include: (i) a statement that the Business Associate has determined that it is not feasible to return or destroy the PHI in its possession, and (ii) the specific reasons for such determination. Business Associate further agrees to extend any and all protections, limitations and restrictions contained in this Agreement to the Business Associate's use and/or e -MDs BAA — Page 4 of 7 Revised 5/7/2010 e-MDs BUSINESS ASSOCIATE AGREEMENT Ds disclosure of any PHI retained after the termination of this Agreement, and to limit any further uses and/or disclosures to the purposes that make the return or destruction of the PHI not feasible. If it is not feasible for the Business Associate to obtain, from a subcontractor or agent, any PHI in the possession of the subcontractor or agent, the Business Associate must provide a written explanation to the Covered Entity and require the subcontractors and agents to agree to extend any and all protections, limitations and restrictions contained in this Agreement to the subcontractors' and/or agents' use and/or disclosure of any PHI retained after the termination of this Agreement, and to limit any further uses and/or disclosures to the purposes that make the return or destruction of the PHI not feasible. 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance. Business Associate shall obtain and maintain, at its own expense, at all times during the term of the License Order, general liability insurance coverage with a minimum of $1,000,000 per occurrence. 5.2 Indemnification: Limitation of Liability. Business Associate hereby agrees to indemnify, defend and hold harmless Covered Entity for liabilities imposed on Covered Entity by a third party arising from any act or omission of Business Associate, its agents, employees, directors, contractors, officers, or other members of its workforce with respect to their uses and/or disclosures of PHI in the course of performing the Services or their duties under this Agreement, even if the liability is not directly to a third party, but imposed as a penalty under HIPAA. This indemnification obligation applies where the cost or damages sustained by Covered Entity arise from a liability to a third party or from a penalty imposed by a governmental agency for failure to comply with a statutory or regulatory obligation. Indemnification includes any costs to Covered Entity to respond to a complaint based on Business Associate's conduct or other actions it needs to take to avoid being penalized if the matter of a penalty arises as a result of the Business Associate's conduct. Accordingly, on demand the Business Associate shall reimburse Covered Entity for any and all direct losses, liabilities, fines, penalties, costs or expenses (including reasonable and necessary attorney's fees) which may for any reason be imposed by reason of any suit, claim, action, proceeding or demand by any third party or any governmental agency which results from the Business Associate's material breach hereunder. Notwithstanding anything in this Agreement to the contrary, in no event shall Business Associate be liable to the Covered Entity or any third party, pursuant to this Agreement or the use or disclosure of PHI or the violation of any statutory or regulatory obligation, for any amounts representing loss of profits, loss of business or indirect, consequential, or punitive damages of the Covered Entity or such third party. The collective liability of the Business Associate under this Agreement, if any, to the Covered Entity shall be limited to the applicable charges paid by the Covered Entity to the Business Associate for the Services during the twelve (12) month period prior to the event or events giving rise to such liability. The Business Associate's obligation to indemnify Covered Entity shall survive the expiration or termination of this Agreement for any reason. 6. MISCELLANEOUS 6.1 Covered Entity. For purposes of this Agreement, Covered Entity shall include all entities covered by the joint Notice of Privacy Practices, if attached hereto. 6.2 Business Associate. For purposes of this Agreement, Business Associate shall include the named Business Associate herein. 6.3 Survival. The respective rights and obligations of Business Associate and Covered Entity under the provisions of Sections 4.3, 5.2, 6.8, 6.10, and Section 1.1 solely with respect to PHI Business Associate retains in accordance with Section 4.3 because it is not feasible to return or destroy such PHI, shall survive termination of this Agreement indefinitely. 6.4 Amendments Waiver. This Agreement may not be modified, nor shall any provision hereof be waived or amended, except in a writing duly signed by authorized representatives of the Parties. A waiver with respect to one event shall not be construed as continuing, or as a bar to or waiver of any right or remedy as to subsequent events. 6.5 Inconsistencies. To the extent there are any inconsistencies between this Business Associate Agreement, and the terms of the License Order with respect to the uses and disclosures of PHI by the Business Associate, the terms of the Business Associate Agreement will prevail. 6.6 Governing Law. To the extent not preempted by federal law, the laws of the state of Texas, without giving effect to its Conflict of Laws Rules, shall govern this Agreement. e -MDs BAA - Page 5 of 7 Revised 5/7/2010 e-MDs BUSINESS ASSOCIATE AGREEMENT -MDS 6.7 No Third Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the Parties and the respective successors or permitted assigns of the Parties, any rights, remedies, obligations, or liabilities whatsoever. 6.8 Notices. Any notices to be given hereunder to a Party shall be made via U.S. Mail or express courier to such Party's address given below, and/or (other than for the delivery of fees) via facsimile to the facsimile telephone numbers listed below. Business Associate Contact: e -MDs, Inc. 9900 Spectrum Drive Austin, Texas 78717 Attention: HIPAA Compliance Officer Fax: (512) 335-4375 Covered Entity Contact: Jefferson County Public Health 615 Sheridan St - Port Townsend, WA 98368 Attention: Chief Privacy Officer Fax: ( 360) 385-9401 Each Party named above may change its address and that of its representative for notice by the giving of notice thereof in the manner hereinabove provided. 6.9 Disputes. In the event of any disagreement regarding performance under or interpretation of this Agreement and prior to the commencement of any formal proceedings, the parties shall first attempt in good faith to reach a negotiated resolution by designating a private mediator to resolve the dispute through non-binding mediation. In the event that the dispute is not resolved through mediation, the dispute shall be resolved through binding arbitration in accordance with the then -current commercial rules and procedures of the American Arbitration Association (the "AAA") before a single private arbitrator in private proceedings in Austin, Texas. The parties shall act in good faith to reach agreement on the selection of such arbitrator, but either party may request that the AAA appoint one (1) arbitrator, taking into consideration the unique aspects of this Agreement relating to the medical profession, the Privacy Regulations, and the computer software industry. The arbitrator shall apply the laws of the State of Texas and the United States of America, without reference to rules of conflict of law or statutory rules of arbitration. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that, any provision of applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to award, punitive or exemplary damages against any party. Notwithstanding the foregoing, claims by Covered Entity regarding Business Associate's confidentiality obligations to Covered Entity, or actions seeking to prevent disclosure or recover possession of PHI provided to Business Associate by Covered Entity may, at Covered Entity's option, be pursued in a judicial proceeding in any venue and court of competent jurisdiction in which injunctive or other equitable relief shall be appropriate. In the event that any party is required to secure the services of an attorney in order to enforce any right or obligations hereunder, the prevailing party shall be entitled to recover reasonable attorneys' fees and court costs from the other party. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with the Privacy Regulations or Security Regulations. Notwithstanding the foregoing, the Covered Entity has the right to terminate this Agreement pursuant to Section 4.2. 6.10 New Requirements. Upon the enactment of any law or regulation affecting the use or disclosure of PHI, or the publication of any decision of a state court or a court of the United States relating to any such law, or the publication of any interpretive policy or opinion of any government agency charged with the enforcement of any such law or regulation, or any newly identified security threats, Covered Entity by written notice to Business Associate may amend the License Order or this Agreement in such manner as Covered Entity deems necessary and appropriate to allow Covered Entity to maintain the Business Associate relationship and to require the Business Associate to perform Services in compliance with the new or revised legal standards. 7. DEFINITIONS. 7.1 Required by law. Required by law shall have the same meaning set out in its definition at 45 C.F.R. § 164.103, as such provision is currently drafted and as it is subsequently updated, amended, or revised. e -MDs BAA — Page 6 of 7 Revised 5/7/2010 7.2qre ORrations. Health Care Operations shell have the mashing set out in Its definition at'45 C{F.R. § 164.501, as such provision Is currently dr,Red and as it is subsequently updesad, amended or revised. 7.3 Pri c r• Privacy OMcer shell have ft meaning as sat out in its definition at 45 C.F.R. § 164.53o(aj( as euth provision is currently drafted and as it Is subsequently updated, emended or revised. 7.4p ected�F ea�tnformation• Proted6d Health IniormatW shall have the meaning as set but in its definition at 45 C.F.R. § 180.1'03, as such provision is currently drafted and :as 4 16 subsequently updated, Mended or revised. 7.5 ggstanated RaMrc� Set. Designated Reowd Set shall have the meshing set out in its definition at 46 C F.R. §1*64.501. Covered Entity will have the full authority and sole discretion to determine what records, data or r ifformation are to be Induded within the "a of an individuals, Designated Record Sat. 7.6hdMdual, individual shall have the meartkig set out in its definition at 45 C.F.R. § 150.103 and shall inctilde a pWsoon who qualfies as a personal representative in accordance with 45 C.F.R. 164.502tg). i 7.7 j rte• Terms used, but not othervAse aellrod, in this Agreement shall have the same meaning as those ten s in 45 C.F.R.150.103 and 194.501, or other eppiicable sections. f IN WITNESS WHEREOF, each of the urxk4 gnad.t s caused this Agreement to be duly executed in its name.arid on its behalf effective ss of t Effecft Dotal: � II pppf0yed as fbrM only: Jaf%will Co. Pro or ire e.M sM - Paye 7 Of 7 Revised MOW e -MOs, Inc. ("BUS S OCIATE") By* va Name: x=17 A�(T Title: Date Signed: _� �-- e-MDs BUSINESS ASSOCIATE AGREEMENT -MDs 7.2 Health Care Operations. Health Care Operations shall have the meaning set out in its definition at 45 C.F.R. § 164.501, as such provision is currently drafted and as it is subsequently updated, amended or revised. 7.3 Privacy Officer. Privacy Officer shall have the meaning as set out in its definition at 45 C.F.R. § 164.530(a)(1) as such provision is currently drafted and as it is subsequently updated, amended or revised. 7.4 Protected Health Information. Protected Health Information shall have the meaning as set out in its definition at 45 C.F.R. § 160.103, as such provision is currently drafted and as it is subsequently updated, amended or revised. 7.5 Designated Record Set. Designated Record Set shall have the meaning set out in its definition at 45 C.F.R. § 164.501. Covered Entity will have the full authority and sole discretion to determine what records, data or other information are to be included within the scope of an individual's Designated Record Set. 7.6 Individual. Individual shall have the meaning set out in its definition at 45 C.F.R. § 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 C.F.R. 164.502(g). 7.7 Terms. Terms used, but not otherwise defined, in this Agreement shall have the same meaning as those terms in 45 C.F.R. 160.103 and 164.501, or other applicable sections. IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed in its name and on its behalf effective as of ("Effective Date"): Approved as to form ® �'Ip?i Z01Z SctcfficQ )�&i Iaf�a 0, eur S� e-MDs BAA — Page 7 of 7 Revised 5/7/2010 e -MDs, Inc. ("BUSINESS ASSOCIATE") By: Name V Title: Date Signed: _ e -MDS LICENSE ORDER TERMS & CONDITIONS ONLY FOR WASHINGTON -IDAHO REC ("WIREC") PARTICIPANT CUSTOMERS The accompanying schedule, quote, offer or order, together with these terms and conditions and each exhibit or addendum accompanying this License Order (collectively, the "License Order" and "Agreement"), constitutes the entire agreement between e - MDs, Inc. ("e -MDs") and the Licensee ("Licensee" and "Customer") identified in this License Order when executed on behalf of both e - MDs and Licensee. In the event that e -MDs and Licensee have entered into a separately signed written agreement relating to Software (defined below), then any conflict between this License Order and such agreement shall be controlled by such agreement unless otherwise provided for herein. In the event that any provision of this License Order is determined to violate any law or is unenforceable, the remainder will remain in full force and effect. a -MDs and Customer(Licensee) agree to the following: Definitions: 1.1. "Active Provider" shall mean a Provider entitled to make active use of the Software at any time. By operation of the Software, Licensee may select which Providers shall be Active Providers at any time and from time to time. Ori Users who are Providers may be Active Providers. 1.2. "Charges" shall mean e -MD's charges, prices and fees for Software, Documentation, support and maintenance and any services hereunder. 1.3. "Documentation" shall mean printed or electronic information relating to the Software and generally made available to customers of e -MDs in connection with the delivery of the applicable Software, which may be revised from time totime by e -MDs, which may be done by posting information regarding an updated version of the Documentation for the applicable Software on e -MDs' website or such other location or in such other manner as may be designated by e -MDs from time to time. 1.4. "Provider" shall mean a person, including without limitation a physician, nurse practitioner, or physician assistant= who is a provider of medical care licensed by the applicable governmental entity responsible for oversight of such licensing, whose bills to patients, insurance companies, etc. for such care is made under Licensee's billing number. 1.5. "Software" means a computer program or programs (including any Third Party Software, as may be defined in an addendum hereto), consisting of a series of instructions or statements (including data) executable or otherwise usable on the type of computer equipment specified in the applicable documentation, in the form of machine readable object code, and any enhancements relating thereto (other than any software products which are determined, in a -MDs' sole discretion, to be successor products or extensions to existing products rather than updates to existing products), provided by e -MDs previously or to be provided by e -MDs hereunder. This License Order does not apply to human readable source code, and in no event shall e -MDs be obligated to provide source code for any Software delivered or to be delivered pursuant to this License Order unless otherwise agreed to by e -MDs pursuant to a separate source code escrow agreement. 1.6. "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, and use of such Third Party Software is and shall be subject to restrictions imposed herein and by such third parties. 1.7. "User" shall mean a Provider or any other person authorized to use all or part of the Software, as intended and in accordance with the applicable Documentation, who is an employee of Licensee, is under contract with Licensee or is an employee of an entity under contract with Licensee, and/or who reports to and is under the supervision of one or more Providers, each of whom shall be subject to the terms of this License Order. In addition to Providers, clerical help, nurses, clerks, receptionists, etc. may be Users. Grant of License: 2.1. For each item of Software received by Licensee, e -MDs hereby grants to Licensee, and Licensee shalt have, nonexclusive, nontransferable (except as provided for expressly herein and in accordance with e -MDs' then current policies relating to such transfers) license (a "License") for each User to use and execute the object code version of the Software, on behalf of Licensee. 2.2. The Software may be used concurrently only by the number of Active Providers designated in the License Order, and, where applicable, only on the number of workstations and only by the number of Users and subject to such further restrictions, as may be designated in the License Order. 2.3. Portions of the Software intended to be utilized by other Users who are not Providers may be used only as intended by e - MDs, as reflected in the applicable Documentation and consistent with the design of such Software. 2.4. Licensee may copy the applicable Software only as absolutely necessary for back-up purposes, but only consistent with prevailing practices for backup of application software similar to the Software. 2.5. In no event shall the Software, or any copy thereof, be removed from the premises and facilities under the reasonable control of Licensee, except for reasonable off-site storage backup copies. 2.6. Licensee agrees to keep an accurate accounting of all copies of the Software made and to provide e -MDs with such accounting upon request. e -MDs, Inc. Washington Idaho REC ("WIREC') Customer Standard Terms and Conditions (Aug. 2011) Page 1 of 13 2.7. Licensee agrees that e -MDs or its designees may have access to Licensee's computer hardware and media, by direct or remote access, to verify Licensee's compliance with this License Order. 2.8. Licensee is authorized to use the Software and Documentation only for its own internal operation in accordance with the terms and conditions of this License Order. 2.9. Licensee shall not remove or destroy any proprietary markings placed upon or contained within the Software or any related materials or Documentation. 2.10. Under no circumstances shall this License Order 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. Restrictions and Ownership: 3.1. Licensee understands and agrees that the Software and Documentation is and shall at all times remain the property of e - MDs or third parties which have granted a -MDs the right to license the Software and Documentation, and Licensee shall have no rights or interests therein except the right to use the Software as set forth herein. 3.2. Licensee shall not 3.2.1, access, alter, assign, broadcast, circulate, commercially exploit, convey, copy, create derivative works from, customize, damage, decompile, delete, demonstrate, derive source code, disassemble, display, disseminate, distribute, download or otherwise electronically transmit or receive, export from the United States, encumber (including the grant or sufferance of any security interest), give away, insert in any content aggregation network, lease, lend, license, localize, modify, publish, rent, reproduce, re -sell, re -license, reuse, reverse engineer, sell, sublicense, time-share, transfer, translate or, transmit, use, or interfere with the operation of (nor attempt, allow or facilitate any of the foregoing) any Software or Documentation or any facilities to which Licensee may be given access to in order to facilitate use and/or update of the Software unless expressly and specifically permitted by the terms and conditions of this License Order to do so and then only in the exact manner specified; 3.2.2. except for Users acting in accordance with the terms hereof, permit any third party or the general public to access, view, observe the operation of or use all or portions of any Software; 3.2.3. use any Software or Documentation for training by third parties (except third party trainers certified by e -MDs); 3.2.4. remove or alter any trademark, logo, copyright, or other proprietary notices, legends, symbols or labels in or on any Software; and 3.2.5. place on or utilize in conjunction with any portion of the Software materials that violate or infringe any copyright, trademark, patent, trade secret, or other statutory or common law intellectual property right or materials which contain anything obscene or libelous or otherwise in violation of any rule, regulation or statute or any rights of any third party. Any and all modifications of and software derivative to the Software, and any libraries, interfacing software, templates, data or other materials intended to be utilized with the Software, whether developed by e -MDs, Licensee and its employees or any third party employed by Licensee, or jointly by e -MDs and Licensee and its employees or any third party employed by Licensee, and regardless of whether or not Licensee pays for such development, shall be and shall remain the property of e -MDs, and Licensee and its employees shall have no rights or interests therein. 4. Limited Warranty: 4.1. e -MDs warrants, for a period of one hundred eighty (180) days from the date of delivery of the Software (the "Warranty Period"), that such Software (other than Third Party Software) shall perform substantially in accordance with the specifications for such Software set forth in the applicable Documentation if properly installed and used in the operating environment specified in such Documentation and in the manner intended by e -MDs. 4.2. e -MDs does not warrant that the functions contained in the Software will meet Licensee's requirements or will operate in the combination which Licensee selects for use, or that the operation of the Software will be uninterrupted or error free, or that all defects in the Software will be corrected by e -MDs. 4.3. e -MDs' responsibility under this warranty shall be limited to correcting the portion of the Software that fails to perform substantially in accordance with the said specifications or, if e -MDs cannot correct or otherwise resolve defects within 60 days of reporting of such defects; then upon written request from the applicable Licensee and upon return by Licensee of all copies of such Software and related Documentation, e -MDs shall refund the applicable charges paid for software and service charges paid by Licensee, and the Licensee's License(s) for to use and any other rights to have or use all such Software and Services shall terminate. 4.4. e -MDs shall have no liability under the foregoing warranty if 4.4:1. Licensee decompiles, reverse engineers or modifies the Software without e -MDs' prior written consent or otherwise violates the terms of this License Order with respect to limitations on Licensee's use of the Software, 4.4.2. Licensee fails to give e -MDs written notice of the claimed breach of warranty within no more than ten (10) business days of the date Licensee becomes aware of any such alleged defect, or 4.4.3. the failure to perform is caused in whole or in part by persons other than e -MDs or by products, equipment or computer programs not furnished or specified by e -MDs. e -MDs, Inc. Washington Idaho REC ("W IREC") Customer Standard Terms and Conditions (Aug. 2011) Page 2 of 13 4.5. Notwithstanding the foregoing, e -MDs makes no warranties of any kind with respect to Third Party Software or any other hardware manufactured by any third party or software proprietary to any third party, which shall be subject to the warranties and terms and conditions of the applicable licenses or other agreements with the providers of such hardware or software. 4.6. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS PARAGRAPH, THE SOFTWARE AND DOCUMENTATION IS DISTRIBUTED "As IS," AND NEITHER E -MDS NOR ANY THIRD PARTY PROVIDER OR ANY PORTION OF THE SOFTWARE OR ANY PRODUCT DELIVERED WITH THE SOFTWARE MAKES ANY OTHER WARRANTIES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON -INFRINGEMENT. Without in any way limiting the generality of the foregoing disclaimer, the foregoing warranty, Licensee assumes all risk of use of the Software. 4.7. Licensee acknowledges that use of the Software requires the exercise of sound medical judgment and reasonable knowledge of the use of the Software; therefore, Licensee agrees to restrict access to the Software to those Users who have been adequately trained in the use of the Software and to restrict full access to the Software functionality intended for Providers to persons whose respective licenses to provide the applicable healthcare services are current and in good standing. 4.8. THIS LIMITED WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY HAVE OTHERS, WHICH VARY FROM STATEMURISDICTION TO STATE/JURISDICTION. 4.9. e -MDs guarantees that the Solution Series software ["Software"] of e -MDs will achieve and maintain the necessary federal requirements to enable the Customer to properly use the Software to achieve Meaningful Use. In the unlikely event and only to the extent, if any, that the Software provided by e -MDs is directly responsible for Customer's not receiving a federal incentive payment due to Customer's inability to achieve a Meaningful Use requirement, then e -MDs will credit Customer all prorated charges for annual e -MDs Software licensing fees (maintenance and support) up to such non -received payment amount for which e -MDs is proportionately responsible. Any such credited amount shall not exceed the total applicable Software license fees paid to e -MDs by Customer. To the extent e -MDs has extended any such credit for which Customer ultimately receives such a federal incentive payment or such time as the Customer should have received any such payment except for some reason not attributable to the Software, Customer shall immediately reimburse the prorated amounts of any such prior credits to e -MDs. If the Customer terminates the Agreement as a resuR of e -MDs Software not achieving and maintaining such requirements that are applicable to the Customer then e -MDs will refund: - Any balance on the Customer's account that is a result of amounts credited to Customer under this provision and: - A refund on license fees as follows: Time from EHR Go Live % of refunded e -MDs Solution Series software license fees paid 0-12 Months 50% 13-24 Months 30% 25-36 Months 15% 4.10. Attached hereto in Schedule A is a list of the equipment, software, third party software, interfaces and other products and services, which e -MDs deems necessary, at a minimum, for the Software to perform substantially in accordance with the Documentation (the "Minimum System Configuration"). In the event that during the term of the License Order e -MDs adds to the Minimum System Configuration, and such addition is not the result of enhancements to the Software, or advancement in technology, e -MDs will provide such addition to Licensee at no additional charge, but e -MDs will be allowed the option to allocate reasonable charges proportionately among the applicable customers for any new federal or other mandatory requirements that result in material changes to the applicable products. With regard to additions required as the result of enhancements or advancements, Licensee will not be required to install such enhancements or advancements or purchase such additions, and e -MDs shall continue to support the Software for a reasonable number of years (with advance notice of any planned end of such support) without such enhancements or advancements, which period shall not be less than five (5) years from the Effective Date of the Agreement. 4.11. e -MDs warrants that the Software, as well as any equipment provided by e -MDs, will comply with all mandatory and applicable local, state, and federal regulations, including without limitation the HIPAA security and privacy rules, HITECH meaningful use rules, the applicable state Board of Pharmacy rules, and with the standards of any applicable accreditation organization applicable to the Software of which a reasonable healthcare software company would be aware, within a commercially reasonable time after such regulations are published and before the effective date for such regulations. e -MDs agrees to abide by the policies, standards and requirements established by the Washington State ONC-funded HIE initiative, to include integrating their EHR product into the technical and operational HIE infrastructure. In the event that the Software fails to so comply, e -MDs agrees to modify the Software in a commercially reasonable fashion within a commercially reasonable timeframe to address such requirements. e -MDs will be allowed to assess a reasonable charge among all of its applicable customers for any federal or other mandatory interfacing requirements that result in material changes to the applicable products or when the modification for the product will have a material cost (greater than ten thousand dollars or more than forty hours of effort from a qualified development personnel) for e -MDs to develop. e -MDs, Inc. Washington Idaho REC ("W IREC") Customer Standard Terms and Conditions (Aug. 2011) Page 3 Of 13 4.12. e -MDs warrants that it will not "sunset" support for, or remove any core functionality, and will continue to support, the Software (or any replacement software provided to Licensee by e -MDs without additional charge) for a period of five (5) years from the Effective Date, so long as Licensee remains in full continual compliance with the Licensee's material obligations under the Agreement. 4.13. e -MDs also represents and warrants that it has not inserted any Disabling Code (as defined herein) into the Software and that it will use reasonable commercial efforts consistent with industry standards to scan for and remove any viruses from the Software before installation. As used in this Agreement, "Disabling Code" means computer code that is designed to delete, materially interfere with, or disable the normal operation of the Software. If the Customer's licensing rights to use the Software license are no longer valid and supported or exceed the authorized number of users, the Software contains regular warning reminders concerning such unauthorized use. These pop-up warnings in the Software are primarily to remind any user that the license is out-of-date and any and all continued use of the software is at the sole risk and responsibility of the user. 5. Limitation of Liability; Disclaimers: 5.1. In no event shall a -MDs or any provider of Third Party Software be liable to Licensee or any third party, pursuant to this License Order or the use of the Software or Documentation or any portion thereof, for any amounts representing loss of profits, loss of data, loss of business or indirect, consequential, or punitive damages of Licensee or such third party. 5.2. The liability of e -MDs, Licensee, and providers of Third Party Software in contract, tort or otherwise for direct damages to Licensee or any third party arising from this License Order or the use of the Software and/or Documentation or other materials provided by e -MDs or any third party through e -MDs shall be limited to credit for twice the amount of the Licensing Charges paid to e -MDs under this License Order during the preceding twenty-four month period prior to the date of any such damage with respect to any portion of the Software demonstrated to be materially defective and only to the proportionate extent: such material defect in the Software is demonstrated to have caused and be responsible for such damages; except this limit will be inapplicable to the extent due to the gross negligence or willful misconduct of e -MDs, Licensee, or any third party. LICENSEE AGREES THAT THE LICENSED SOFTWARE AND DOCUMENTATION IS A DOCUMENTATION AND REFERENCE TOOL ONLY, AND THAT THE LICENSED SOFTWARE IS NOT INTENDED TO PROVIDE ANY LIFE SUPPORT, DIAGNOSES, PRACTICE GUIDELINES, ADVICE, OR PROTOCOLS FOR DELIVERING MEDICAL CARE IN PLACE OF THE SOUND MEDICAL JUDGMENT OF THE PROVIDER OR OTHER PERSON OPERATING THE SOFTWARE. LICENSEE FURTHER AGREES THAT NOTHING IN THE LICENSED SOFTWARE, THE DOCUMENTATION OR ANYTHING ELSE PROVIDED PURSUANT TO THIS AGREEMENT CONSTITUTES OR IS INTENDED TO BE MEDICAL ADVICE OR A SUBSTITUTE FOR THE MEDICAL KNOWLEDGE OR JUDGMENT OF LICENSEE AND/OR EACH USER. The essential purpose of this provision is to limit the potential liability of a -MDs arising out of this Agreement. The parties acknowledge that the limitations of liability set forth in this Section and in this Agreement are integral to the amount of consideration levied in connection with the license of the Software and Documentation and any services provided hereunder and that, were a -MDs to assume any further liability other than as set forth herein, such consideration would of necessity be set substantially higher. 5.3. LICENSEE FURTHER AGREES THAT LICENSEE SHALL BE SOLELY RESPONSIBLE FOR ENSURING THAT ALL RECORDS OF MEDICAL CARE ARE ACCURATE AND COMPLETE, AND THAT ALL BILLING INFORMATION DELIVERED BY LICENSEE AND EACH USER TO ANY INSURANCE COMPANY, GOVERNMENTAL AGENCY, OR OTHER PAYOR IS ACCURATE AND COMPLETE. NEITHER LICENSOR NOR ITS VENDORS 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 PAYORS unless and only to the extent it is shown that material errors in the software caused and are legally responsible for such events. 6. Proprietary Rights Indemnity. 6.1. In the event that an action is filed in a court of competent jurisdiction alleging that Software used within the scope of the License infringes any United States proprietary right of any third party that is based upon neither the combination, operation or use of the Software with equipment, data or programming not supplied by e -MDs hereunder nor use of Software which has been modified or altered without the prior written consent of e -MDs (an "Infringement Action"), e -MDs shall defend Licensee against such Infringement Action, and e -MDs shall pay any and all resulting costs, damages, and attorney's fees finally awarded by a court of competent jurisdiction, provided that (a) Licensee notifies e -MDs in writing of such Infringement Action within ten (10) days, (b) e -MDs has sole control of the defense of such Infringement Action and all related settlement negotiations, and (c) Licensee provides all reasonable assistance, information, authority and cooperation reasonably requested by e -MDs. 6.2. In the event that any such Infringement Action is commenced or threatened, e -MDs may elect to (a) modify or replace all or part of such Software with software that substantially conforms to the functionality of original software, (b) obtain for Customer at e -MDs' expense the right to continue to use the infringing e -MDs product; or (c) if the foregoing are not commercially reasonable within sixty (60) days, refund to Customer the purchase price, as depreciated (based on five year's straight-line depreciation), for the e -MDs product that gave rise to the claim 6.3. The indemnification provided for in this paragraph shall constitute the entire liability of e -MDs and all providers of Third Party Software with respect to an Infringement Action. e -MDs, Inc. Washington Idaho REC ("WIREC") Customer Standard Terms and Conditions (Aug. 2011) Page 4 of 13 6.4. Licensee shall indemnify and hold e -MDs and each provider of Third Party Software harmless from any demands, claims or suits by any third party for loss, damages, or expenses (including attorney's fees) arising out of the use, duplication, distribution or creation of any derivative work of the Software and/or Documentation by Licensee or any other person in any manner not expressly allowed under the License or otherwise prohibited hereunder, based upon the combination, operation or use of Software with equipment, data or programming not supplied by e -MDs, or based upon use of Software modified or altered without the prior written consent of e -MDs. 1. Support Services: 7.1. Subject to the payment of e -MDs' then current periodic Charges, e -MDs shall provide to Licensee support services for the Software during the period set forth in such License Order in accordance with e -MDs' then applicable standard maintenance and support policies and procedures. In the event that e -MDs does not meet the applicable material commitments set forth in this provision and in e -MDs Technical Support Guide (as the same may be amended from time to time), whichever provides the most favorable commitment to Customer, e -MDs agrees to proportionately credit Licensee's applicable Charges for maintenance and support for each day: that a -MDs fails to meet such commitment and for which Customer suffers an adverse material impact. e -MDs shall not amend its Technical Support Guide to reduce the level of support. e -MDs support commitment shall include (i) providing Licensee all standard updates, releases, new versions and enhancements to the Software per any standard charges set forth in the Agreement as may be applicable and for so long as Customer is in compliance with the Agreement; (ii) timely telephone consultation; (iii) timely telephonic or electronic response by qualified personnel to problems and issues reported by Licensee per the agreed standards, within two (2) hours of receiving the Licensee's contact; (iv) best efforts to assist with resolution within 24 hours of critical errors causing the Software or any major functionality of the Software to be non-functional or compromising the integrity or availability of Licensee data; and (v) prompt resolution of all other material errors. 7.2. Customer understands and agrees that the Agreement with e -MDs is for e -MDs to provide Software and related Software support services. Customer is solely responsible for: timely and properly providing and obtaining any and all information technology (IT) items (services and equipment), including without limitation hardware, software, connections, networking, database, etc.; and, the management and oversight of such items. Except for the limited and specific IT -related items specifically purchased from e -MDs on the Customer's Order or through subsequent written transactions with e -MDs, e -MDs does not and has not agreed to provide any such IT items. If requested by Customer, e -MDs may be able to offer consulting or IT related services at its then standard prices and terms and conditions to assist Customer. Although e -MDs may also be able to provide contact information to assist Customer in obtaining such IT services from third parties, Customer understands and agrees that e -MDs is not and will not be responsible for any such services and equipment that is provided to Customer either by Customer's own resources or by third parties. e -MDs will continue its good faith efforts to develop and maintain a business relationships with a local (Hawaii) IT support entity or otherwise maintain such a local resource through employees of e -MDs for such IT services as Customer may requested and purchased from such local entity or directly from e -MDs by Customer that are related to the Customer's use of the e -MDs Software. 8. Payment Terms. 8.1. For the agreed fixed project Charges (with applicable sales tax to be added to each payment) under the Agreement, the Customer (Licensee) will pay (with the exception of Charges for support) e -MDs according to the following schedule and the mutually agreed initial project plan: 8.1.1. Twenty -Five Percent (25%) upon the Effective Date of the Agreement (the date the Customer on which Customer signs the Agreement, contingent upon acceptance by e -MDs and receipt by e -MDs of this full initial payment); 8.1.2. Twenty -Five Percent (25%) upon the agreed scheduled date for Software installation; 8.1.3. Twenty -Five Percent (25%) upon the agreed scheduled date for first productive use (the date the Software is first used for a customer of the Licensee) of the Software; 8.1.4. The remaining balance [Twenty -Five Percent (25%)] upon the achievement of forty-five (45) days of regular use by the Licensee without material error or defect which date shall be no more than sixty (60) days after the date scheduled for first productive use. 8.2. Upon the payment of such remaining balance, Licensee will be deemed to Accept the Software unless Licensee has notified e -MDs prior to that date in writing of a material problem justifying the Licensee's withholding Acceptance based upon details establishing that e -MDs is primarily responsible for and the cause of the non -Acceptance. The billing by e - MDs and payment by Customer for e -MDs out-of-pocket costs and any additional costs as expressly authorized in writing by Licensee are not addressed in the above payment schedule which only addresses the initial agreed fixed project costs. For all Customer payments that are linked or otherwise conditioned upon events occurring per the agreed initial project plan schedule, Customer shall pay in full the amounts due per this Agreement and such schedule except to the extent that any such events are delayed due to circumstances for which e -MDs is primarily responsible. 8.3. If e -MDs is late by more than ten percent (10%) of the then agreed time period at least three (3) separate times to fulfill any Project Plan major milestone through no fault of Customer and solely due to the fault of e -MDs, then Customer, within no more than thirty (30) days after the date of such third occurrence, may terminate this Agreement by: providing written notice to e -MDs of such decision to terminate; de -installing all Software provided by e -MDs; and returning all copies of the Software received from e -MDs. If Customer properly exercises this option to terminate in good faith within the time period specified, then e -MDs will provide a full refund of fees paid by the Customer for such Software. e -MDs, Inc. Washington Idaho REC ("W IREC") Customer Standard Terms and Conditions (Aug. 2011) Page 5 of 13 8.4. Customer is only obligated to pay or reimburse e -MDs for costs, fees, and expenses that are expressly agreed to or authorized at an agreed budget amount and set forth in the Agreement. If the out-of-pocket expenses related to the agreed initial project plan results in out-of-pocket expenses that are likely to exceed the agreed amount, e -MDs will timely notify Customer of that likelihood and will coordinate with Customer to mitigate the impact of such additional necessary expenses, if any. The Customer must pre -approve in writing any out-of-pocket expenses that exceed this estimated limit. Any subsequent material modifications to the initially agreed to Customer plan may impact the applicability of this provision. g. Maintenance and Support Fee: 9.1. In addition to the Charges for the License, you are required to pay Charges for maintenance and support for the Software. Payment of the Charges for maintenance and support is necessary for continued access to full functionality of the Software. 9.2. Each year Licensee will be billed for annual Charges for maintenance and support which Licensee must pay in advance prior to the Licensee's annual renewal date. 9.3. The price of any such as maintenance and support, set forth on Schedule A, shall not increase during the sixty (60) month period following the Effective Date by more than the greater of three percent (3%) or the percentage change in the Consumer Price Index All Items/Urban Consumers (CPI) for the preceding twelve (12) month period, each in the aggregate over the applicable time periods, and only to the extent no such increase(s) may have already occurred during the prior time periods. 9.4. On a regular basis a -MDs, at its discretion, updates information included in the Software, such as codes or medical libraries. The cost for these updates is covered by the annual Charges for maintenance and support. 9.5. e -MDs may elect to release additional software enhancements or features that offer additional functionality not included in the Software at the time of your initial License. 9.6. Subject to payment of the Charges for maintenance and support, upgrades to the Software subject to the License ) will also be made available to Licensee. 9.7. On the condition that the Customer maintains continuous and uninterrupted full compliance with the terms of the Customer's Agreement with a -MDs (including the Customer being current on all payments and charges due to e -MDs), e - MDs will allow the Customer the option to convert its then current standard Software licenses into the same number of applicable standard licenses for the e -MDs standard internet-based product or other new product release, once that product is made generally available to the public at no additional initial licensing charges to the Customer. Customer understands and agrees that Customer will likely have other costs and charges associated with any transition to the internet-based product, for example, including charges for: hosting, ongoing maintenance and support, software and services from third parties, training, and hardware that may be necessary for the Customer to properly use such new product. At the time such product becomes available, e -MDs will provide relevant information and requirements to help the Customer to decide whether to convert to such new product. 9.8. From time to time e -MDs may query Licensee's server remotely, or Licensee will be asked to certify to e -MDs the number of Providers currently using the Software, and permission for e -MDs to make such remote access is hereby granted. 9.9. Charges for maintenance and support will be pro -rated monthly for Providers or additional Software added during the reporting year, to adjust all annual Charges to Licensee's License anniversary date. Charges for continuing maintenance and support of the Software will be due each anniversary of the Effective Date of this License Order. 9.10. If the Licensee fails to make timely payment of the amounts due for undisputed Charges to the extent not disputed in good faith for more than 30 days beyond the invoice date, or if payment for maintenance and support is not received by the expiration date of the current support period, e -MDs has the right to suspend access to tech support resources until such undisputed payments are brought current and e -MDs may suspend shipment of updates and deny support service. 9.11. Updates to Software will be delivered to Licensee only after all amounts due for periodic Charges, to the extent such amounts are not subject to a good faith dispute, for maintenance and support are paid in full, subject to such terms and conditions as may be specified by e -MDs. 9.12. Interest shall accrue on any amount due, to the extent not disputed in good faith by Licensee, and payable hereunder and remaining unpaid for more than thirty (30) days (the "Principal Amount"), at a rate per annum which shall from day to day be equal to the lesser of (a) one percent and one-half (1.5%) per month for the actual number of days elapsed (including the first day but excluding the last day) until payment of the Principal Amount, or (b) the maximum rate of non - usurious interest permitted from day to day by applicable law. 9.13. All taxes, other than taxes based on the income of e -MDs, are the responsibility of Licensee Applicable sales tax will be added to all invoices where e -MDs is required to remit sales/use tax to the state or other taxing jurisdiction in which the end-user resides. 9.14. Licensee shall also be responsible for charges for shipping and handling of the Software. 10. Term and Termination: 10.1. This License Order and the License shall remain in effect from the Effective Date so long as Licensee and each User abides by the terms of this License Order and Licensee continues to pay all applicable Charges, unless otherwise e -MDs, Inc. Washington Idaho REC ("WIREC") Customer Standard Terms and Conditions (Aug. 2011) Page 6 of 13 terminated as provided herein. 10.2. Any non-payment of Charges constitutes a material breach of this License Order. 10.3. In the event that Licensee materially or repeatedly defaults in the performance of any of its duties or obligations hereunder, then, e -MDs may, by giving written notice thereof to Licensee, terminate this License Order and the License as of a date specified in such notice of termination. 10.4. Licensee may terminate this License Order at any time by giving written notice to e -MDs specifying the date of such termination. 10.5. Any breach of this License Order by Licensee, including allowing persons other than authorized Users to utilize the Software may result in a termination of the License or the assessment of additional Charges, at e -MDs' sole discretion. 10.6. Immediately following termination of the License, Licensee shall return to a -MDs all copies of the Software and related Documentation in Licensee's possession and certify that all existing copies of the Software and related Documentation have been returned or destroyed, and Licensee shall cease to use the Software. 11. Mutual Non Solicitation: During the term of the License and for a period of one (1) year thereafter, each party will not, directly or indirectly, on behalf of itself or any other person or entity, contact or attempt to contact any employee or individual independent contractor of the other party for the purpose of enticing him or her to terminate his or her employment and/or contract with the other party. 12. Additional Terms and Conditions 12.1. Customer Data; Termination Rights, Data Migration. Upon the effective date of any termination, the e -MDs Software does not contain any device that disables the Customer's ability to access the Software and the Software will allow Licensee to be able to continue to access historical patient data and other Licensee data that has been entered and saved within the Software database, and Customer understands that (equivalently to e -MDs limited obligation during the term of this Agreement) e -MDs is not responsible for any hardware or other responsibilities of the Customer or third parties that may impact the Licensee's ability to access the information. Upon any termination of this Agreement, the historical patient data and all other Customer entered data remain subject to the exclusive control and responsibility of the Customer and e -MDs shall have no property or other rights in such data. Additionally, upon any termination of this Agreement, e -MDs will in good faith reasonably assist Customer with any requested data migration/conversion upon written agreement by Customer to pay the then applicable standard charges of e -MDs to provide such services in the manner and time specified e -MDs, and so long as Customer is not in material non-compliance with Customer's obligations under this Agreement. If Customer finally terminates the agreement as a result of an uncured and unresolved material breach by e -MDs, e -MDs will provide data migration mapping details to the Customer (upon signing an appropriate non -disclosure agreement) at no additional charge_ If the Customer's licensing rights to use the Software license are no longer valid and supported or exceed the authorized number of users, the Software contains regular warning reminders concerning such unauthorized use. These pop-up warnings in the Software are primarily to remind any user that the license is out-of-date and any and all continued use of the software is at the sole risk and responsibility of the user. For any such unsupported or unauthorized use of the Software, Customer is fully responsible for such use and for any and all damages that may result and for penalties that maybe imposed. In addition, during any such use, the Software may lack required or recommended updates and enhancements, authorized support, and proper functionality, among other concerns. 12.2. For any patient data and other information entered into the Software by the Customer, e -MDs agrees that all such information does not belong to e -MDs and e -MDs shall not access or use any such information for any purpose other than as expressly authorized in writing by the Customer. e -MDs shall not sell such information or use it for any marketing purposes. To the extent not prohibited by law from doing so, e -MDs will provide to Customer any third party requests or demands for or related to any such information. 12.3. Customer may and should and e -MDs strongly encourages the Customer to develop and follow: (1) a Software back-up plan with off-site storage (at least weekly a full system backup, in addition to performing a full system database backup immediately prior to installing any upgrade (including enhancements or modifications of any kind) to the Software and each such pre -upgrade backup should be maintained until the date that is the later of: twelve full months from the date of the installation of the upgrade to the Customer's Software or six months after the next such upgrade), and an annual full database backup for each calendar or fiscal year as applicable, and (2) a disaster recovery plan for the Customer's use of the Software and related operations. To the extent Customer does not have and maintain at least such minimum recommended full database backups, Customer understands e -MDs is not in any way responsible for: any damages and inconveniences resulting from such failure; and, including any damages or inconveniences that would have been mitigated with such recommended minimum back-ups. Although e -MDs does not provide such services, Customer should consult with Customer's own IT staff or contractors and consultants to develop an appropriate back-up plan and disaster recovery options for the Customer's operations related to the Software. e -MDs agrees that Customer may copy and image the applicable e -MDs Software database(s) as reasonable and appropriate only for such backup and recovery purposes. Customer agrees to keep an accurate accounting of all copies and backups of the Software made and to provide e -MDs with such accounting upon request. Customer is responsible that any third party providing such services to Customer abides by and complies with the Customer's obligations under the Agreement. 12.4. Prior to making any changes (hardware, software, connections, networking, etc.) to your system, Customer agrees to e -MDs, Inc. Washington Idaho REC ("W IREC") Customer Standard Terms and Conditions (Aug. 201 1) Page 7 of 13 contact e -MDs to reduce any likelihood that the change might adversely impact the Customer's use of the e -MDs licensed product and to allow e -MDs to provide input about the method and manner of implementing the change to assist the Customer's transition and mitigate any time and/or expenses that may result from such a change. 12.5. e -MDs will act as the first point of contact in resolving any dispute between Licensee and any third parties from whom Licensee has licensed Third Party Software by way of the License Order. 12.6. Force Majeure, Each Party shall not be liable to the other for any delay in, or failure of performance, of any requirement included in this Agreement if and to the extent caused by force majeure. Force majeure is defined to be those causes generally recognized under state or federal law as constituting impossible conditions, including but not limited to, unusually severe weather, acts of God, war, fires, epidemics, explosions, hurricanes, floods, failure of transportation, court orders, or other causes that are beyond the reasonable control of either party and that by exercise of due foresight such party could not reasonably have been expected to avoid, and which, by the exercise of reasonable due diligence, such party is unable to overcome, provided that the party experiencing the force majeure event has prudently and promptly acted to take any and all steps that are within the party's control to ensure performance and to mitigate the impact of such event. The party suffering such an event will provide notice of the event to the other party when commercially reasonable. The existence of such an event shall extend a party's time to perform provided the impacted party exercises all reasonable due diligence to perform. 12.7. For any charges to the Customer for annual maintenance and support for any subsequent purchases or for other products with annual charges, such annual charges will be pro -rated for the remaining full months until the Customer's next occurring annual renewal date so that all of Customer's existing Software licenses will have the same annual renewal date, and then the full amount of such annual charges will be assessed at that time for any such additional licenses and interfaces. 12.8. Notifications of Concerns. If Customer identifies or perceives any concerns with the performance of the Licensed Software or of e -MDs, Customer shall in writing notify e -MDs of any such concerns. If and only to the extent that e -MDs is responsible for the concern,.e-MDs will be responsible to promptly resolve or remedy the concern to ensure that the Licensed Software is capable of performing as specified. To the extent e -MDs determines that any such concern is not within the responsibility and control of e -MDs, e -MDs will notify Customer of such determination along with any details that e -MDs may be able to provide to the Customer about the concern and other possible causes. 12.9. Substantial Performance and Disputed Obligations. Each party's substantial performance of its obligations under this Agreement shall be deemed full performance. Substantial performance shall mean that all material obligations and duties are complied with promptly even though some nominal or immaterial deviations from the required obligations or duties may exist. When either party has an obligation to perform a task, such party shall fully perform any such obligation to the extent that the obligation is not disputed in good faith. To the extent that an obligation is in such a good faith dispute, the parties agree not to apply any penalties or take further action until and to the extent that the dispute is resolved through mutual agreement or legal action. 12.10. Electronic Participation. To the maximum extent allowable and possible under the applicable rules and laws and to minimize each party's costs and expenses, the parties agree to use their best efforts to allow all dispute resolution (mediation, arbitration hearings or other legal proceedings) proceedings to occur through electronic means and for each party to participate by telephonic or other electronic means so as to not require the physical presence of any or all parties at any particular location for any such proceeding. 12.11. Each Party Responsible for the Party's Own Legal Fees. Except with respect to the indemnification obligations provided for in the Agreement, this Addendum or the Business Associate Agreement, in the event of any dispute or controversy between the Parties in connection with or related to this Agreement or this Addendum, or in connection with the interpretation or enforcement of any provision hereof or thereof, each party in such dispute or controversy will be responsible for its own legal fees (including attorneys' fees) and related costs unless the tribunal or finder of fact makes some other allocation of reasonable and necessary attorneys' fees and the related costs. 12.12. Severability. To the extent any term or condition in the Contract conflicts with the applicable Washington and/or United States law or regulation, such Contract term or condition is void and unenforceable. By executing a contract which contains the conflicting term or condition, e -MDs makes no representations or warranties regarding the enforceability of such term or condition and e -MDs does not waive the applicable Texas and/or United States law or regulation, if any, which may conflict with a Contract term or condition. If any part of any clause or provision of this Contract, or the application of any term or condition to any party or circumstance, is held invalid, unenforceable, or illegal in any respect under present of future laws by a final judgment or order of a court of competent jurisdiction, then it is the intention of the parties that the remainder of this Contract shall not be affected and that, to the extent of any such invalidity, illegality, or unenforceability, there be added as a part of this Contract a clause or provision of similar terms as may be legally possible in order to make the prior intent of such clause or provision legal, valid, and enforceable. 12.13. Contract Enforcement; No waiver. Either party's failure or delay to strictly enforce any provision of this Contract or rights protected under or related to Contract does not waive or otherwise diminish that party's right to otherwise enforce that provision or any other provision of the Contract, or of such right or any other right. 12.14. This Agreement, including all Exhibits, may not be changed, modified or altered in any manner except by an instrument in writing executed by authorized representatives of both Parties. 12.15. At any time during the Software Maintenance Term, should e -MDs make an End -of -Life Announcement (as hereafter defined) for the applications Client has purchased and which are governed by this agreement, e -MDs agrees that Client e -MDs, Inc. Washington Idaho REC ("W IREC") Customer Standard Terms and Conditions (Aug. 2011) Page 8 of 13 may exchange each such affected product license for a similar license in an Equivalent Product (as hereafter defined), subject to the following conditions: 12.15.1. "End -of -Life Announcement" shall mean a public announcement, press release, or consumer -wide communication by e -MDs indicating e -MDs' intent to sunset a Software application 12.15.2. "Equivalent Product" shall mean a product with substantially similar features and functionality as the affected product on the date such affected product was sunset. 12.15.3. To qualify for an exchange pursuant to this Section, Customer must have and continue to remain in continuous material compliance (including timely making all payments due to e -MDs) under this Agreement. Customer understands and agrees that Customer will likely have other costs and charges associated with any transition to any such Equivalent Product, for example, including charges for: hosting, ongoing maintenance and support, software and services from third parties, training, and hardware that may be necessary for the Customer to properly use the internet-based product. At the time such product becomes available, a -MDs will provide relevant information and requirements to help the Customer to decide whether to convert to the internet-based product. 12.16. As of the Effective Date of this Agreement, e -MDs is not aware of any currently pending litigation against e -MDs that will materially impact e -MDs ability to fulfill its obligations under this Agreement. 12.17. As of the Effective Date of this Agreement, the Customer(Licensee) is not aware of any currently pending litigation against Customer that will materially impact Customer's obligations ability to fulfill its obligations under this Agreement. 12.18. e -MDs shall cooperate in good faith and per mutually agreeable terms with reasonable and appropriate Third Party Vendors or Client contractors and developers who wish to interface with the Software. 12.19. e -MDs will provide qualified personnel in adequate numbers to maintain the scheduled timeline for each task, as designated in the Implementation Work Plan. e -MDs will assign a project manager to Licensee's implementation, who will have at least 1 to 2 years of experience with similar implementations, and who will remain on the project through Acceptance unless Licensee requests such personnel be changed, or in the event that such personnel departs e -MDs. Licensee may review the qualifications and references of all implementation staff assigned to Licensee's installation, and may refuse the services of any personnel Licensee deems to be of insufficient experience; provided, however, that Licensee accepts responsibility for any delays in implementation caused by such refusal. 12.20. e -MDs and Customer shall 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 applicable to and requested by the Customer, the implementation services shall address the migration and conversion of existing Licensee data to the e -MDs system, and shall clearly define what data or record will be converted and any additional equipment or software requirements needed for conversion. e -MDs and Customer will in good faith work together to identify and agree to the specific training resources, as well as any other resources, necessary for Customer to become a successful user of the Software. Customer agrees to engage in good faith efforts to successfully complete the training resources and other guidance provided by e -MDs. 12.21. The Customer may reschedule training resources at no charge so long as Customer provides the required notice of the need to do so to e -MDs within the grace period stated in the attached "Training Rescheduling Policy" (June 2011 version), and Customer understands and agrees the rescheduling fees will apply as applicable to any training resources that the Customer must reschedule on shorter notice than the grace period according to this policy. 12.22. Customer understands and agrees that the Customer's personnel who are to use the Software should be adequately trained and capable of using the Software and associated hardware. The Parties agree to engage in good faith efforts to allow Customer to designate specific staff members to become knowledgeable and capable users of the e -MDs Software. For any and all training (including Go Live support) to be provided at any Customer location or online training as may be purchased by the Customer, e -MDs agrees to allow Customer's designated staff members to observe and shadow the e -MDs' trainer at no additional cost to Customer, and e -MDs agrees not to limit this option available to the Customer throughout the term of this Agreement. For any such staff person, e -MDs agrees to provide good faith input as to the person's apparent understanding of the Software and capacity to train others. Customer understands that if any additional training services or other services are required, the Customer will need to purchase such services at the then applicable rates of e -MDs. This provision does not in any way restrict Customer's ability to elect to purchase any training resources available from e -MDs. 12.23. If at any time in the future Customer needs to have any new staff person(s) trained by e -MDs or existing staff members receive additional training, the Parties agree in good faith to establish a program to allow any such person to participate in classroom or online training (at the Customer's sole cost and expense) and on-site training sessions (at Customer's sole cost and expense) of Customer or of other customers of e -MDs, if and to the extent that may be reasonable and also expressly permitted by the other customers of e -MDs. 12.24. if e -MDs (in its reasonable discretion) determines that the Customer is inordinately or excessively utilizing the standard annual support services provided to Customer directly by individual staff members of e -MDs, e -MDs will have the option to recommend that the Customer purchase training services and other services as may be appropriate for the Customer's personnel to more efficiently and effectively use the e -MDs Software. If the Customer declines to receive and participate in good faith in any such recommended services, e -MDs may prospectively (in its reasonable discretion) set reasonable limits on the amount and manner in which the Customer may request and e -MDs may provide such services to be performed by individual staff members of e -MDs to the Customer. e -MDs, Inc. Washington Idaho REC ("W IREC") Customer Standard Terms and Conditions (Aug. 2011) Page 9 of 13 12.25. Upon written request from Licensee and contingent on a good faith written agreement with Licensee to do so, e -MDs agrees to provide on-site support upon Client request to facilitate problem resolution during a major crisis if problem cannot be resolved over the phone or via electronic communication. Licensee must sign any required Order form and make any payments as required to obtain such services at e -MDs then applicable rates and Licensee will be obligated to pay applicable authorized travel expenses incurred by e -MDs. 12.26. Additional Software licenses, Services, interfaces, and a -MDs Patient Portal can be licensed/purchased at same discounted price specified in the then applicable Order Form, for the period during which e -MDs continues to participate as a qualified WIREC vendor and during with Licensee also participates as an eligible participant in the WIREC. 12.27. Neither party may assign the License Order without the written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may assign the License Order in connection with a merger or acquisition in which the assigning party is not the surviving party or a sale of all or substantially all of the assets of the assigning party. Prior to any assignment by Licensee becoming effective, (i) Licensee shall notify e -MDs prior to any such assignment of its desire to assign this License Order, and of the identity of the proposed assignee and such other information as may be reasonably requested by e -MDs with respect to such proposed transaction, (ii) the Customer must be in full and current compliance with all of its obligations and payments to e -MDs as of the effective date of any such assignment, and (iii) Customer and the applicable assignee shall in writing ratify and confirm their assignment and the assignee must accept (in writing to e -MDs) all existing and future obligations under the Agreement. 13. Additional Dispute Resolution Provisions: 13.1. In the event of any disagreement regarding performance under or interpretation of this License Order and prior to the commencement of any formal proceedings, the parties shall first attempt in good faith to reach a negotiated resolution by designating a private mediator to resolve the dispute through non-binding mediation, provided that e -MDs may suspend performance in the event of any dispute. 13.2. In the event that the dispute is not resolved through mediation within 90 days, the dispute shall be resolved through binding arbitration in accordance with the then -current commercial rules and procedures of the American Arbitration Association (the "AAA") before a single private arbitrator in private proceedings in Seattle, WA. 13.3. The parties shall act in good faith to reach agreement on the selection of such arbitrator, but either party may request that the AAA appoint one (1) arbitrator, taking into consideration the unique aspects of this License Order relating to the medical profession and the computer software industry. 13.4. The arbitrator shall apply the laws of the State of Washington and the United States of America, without reference to rules of conflict of law or statutory rules of arbitration. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. 13.5. The parties agree that, any provision of applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to award, punitive or exemplary damages, or attorney's fees against any party. 13.6. Notwithstanding the foregoing, claims by e -MDs or any provider of Third Party Software regarding e -MDs' or any such third party's proprietary rights in the Software, Documentation, e -MDs Information or any other materials provided by e - MDs to Licensee, or actions seeking to prevent disclosure or recover possession of the Software, Documentation, e -MDs Information or any other materials provided by e -MDs to Licensee may, at e -MDs' option, may be pursued in a judicial proceeding in any venue and court of competent jurisdiction in which injunctive or other equitable relief shall be appropriate. 13.7. In the event that any party is required to secure the services of an attorney in order to enforce any right or obligations hereunder, the prevailing party shall be entitled to recover reasonable attorneys' fees and court costs from the other party. 13.8. This License Order shall be governed by and construed in accordance with the laws, other than choice of law rules, of the State of Washington,and the United States of America. 14. Entire Agreement: 14.1. This License Order constitutes the entire agreement between the parties with respect to the subject matter hereof, and there are no written or oral representations, understandings or agreements relative hereto that have been relied upon by Licensee and that are not fully expressed herein. 14.2. This License Order, including the terms of the License, supersedes all prior arrangements and agreements between e - MDs and Licensee with respect to the Software, whether previously delivered or delivered pursuant to this License Order. 14.3. This License Order is intended to be the sole and exclusive statement of the agreement between the parties hereto with respect to the subject matter hereof, and any other terms or conditions included in any order, acceptance or other document provided by Licensee shall be of no force or effect and shall not be incorporated herein or be binding unless expressly agreed to in writing by both parties hereto. This License Order supersedes any prior license or other agreement between the parties relating to the Software, except for any prior approved addendum executed in writing by e -MDs. 14.4. No change, waiver or discharge hereof shall be valid unless in writing and signed by an authorized representative of the party against which such change, waiver, or discharge is sought to be enforced. e -MDs, Inc. Washington Idaho REC ("WIREC") Customer Standard Terms and Conditions (Aug. 2011) Page 10 of 13 15. Notices: Any notice required to be given hereunder shall be delivered by confirmed overnight courier or certified mail, return receipt requested to either party at the address set forth in the License Order or such other address as may be specified by e -MDs by notice to its customers via website, e-mail or other dispatch or by Licensee by written notice to e -MDs as provided for above. The Customer, through the undersigned duly authorized representative of the Customer, acknowledges receipt of an electronic copy of the initial Order and this Agreement and understands and agrees to this Agreement which is effective contingent upon acceptance by a -MDs and receipt by a -MDs of the full required initial payment(s) required under the initial Order and t ' Agreement, following the date on which the Customer signs and agrees to this Agreement: Jefferson ounty Public Health Date ("Custo r") (located in Port Townsend, WA Signature of Authorized Representative of Customer AAO -- h , C'I G _I uYYlCU I Printed Name & Title of Customer's Representative .pproved as to form only: e -MDs, Inc. Washington Idaho REC ("W IREC") Customer Standard Terms and Conditions (Aug. 2011) Page 11 of 13 Attachment A: Training Rescheduling Policy [June 2011] For any training resources that the Customer needs to reschedule or cancel, the following policies apply: If a Customer needs to reschedule a previously -scheduled training resource, e -MDs will cooperate with the Customer to reschedule the training at a mutually convenient agreed time. The Customer understands that any such rescheduled resources will likely not be given priority over other already -scheduled resources. As part of our good faith efforts to assist our customers, a -MDs allows customers to reschedule any training resource without incurring any additional charges if the Customer notifies e -MDs in writing (via the below email) of such a request at least the stated full days in advance of the scheduled start time and date of the training resource. To reschedule any previously scheduled training resource, Customer must submit a written email request to e -MDs at scheduletrainincl@e-MDs.com that specifies the time(s) and date(s) of the training resource(s) that the Customer needs to reschedule. Once e -MDs receives such a request, e -MDs will contact the Customer to reschedule the training resource. Customer understands that e -MDs commits internal resources (time and/or monetary) as soon as a training resource is scheduled and the amounts of such internal committed resources increase the closer in time that the training resource is scheduled to start. Whenever a Customer requests to reschedule a training resource, a -MDs incurs additional costs, some of which are not easy to quantify. To help cover the costs of such internal resources, a -MDs does require Customer to pay an additional fee to reschedule (or cancel) any training resource when the Customer makes such a rescheduling request less than the stated full calendar days in advance of the scheduled start time of the training resource. For any training resource(s) Customer requests to reschedule less than the stated number of full calendar days in advance of the scheduled start time of the training resource, the Customer will be required to pay a rescheduling fee that is calculated based upon the following charts: TRAINING RESCHEDULING FEE for Training Resources Delivered at the Customer's Designated Location Time in Advance of the Scheduled Start Time of the Training Resource that Customer emails Rescheduling Request to e -MDs Rescheduling Fee Based Upon the Applicable Price of the Training Resource(s) to be Rescheduled At least Thirty -Two Calendar Days No Rescheduling Fee 22 — 31 Calendar Days 25% [Twenty -Five Percent] 12 — 21 Calendar Days 50% [Fifty Percent] 0 — 11 Calendar Days 100% [One Hundred Percent] TRAINING RESCHEDULING FEE for Training Resources to be provided either on-line or at the e -MDs Facility in Austin, Texas Time in Advance of the Scheduled Start Time of the Training Resource that Customer emails Rescheduling Request to e -MDs Rescheduling Fee Based Upon the Stated Percentage of Applicable Price of the Training Resource(s) to be Rescheduled At least Twenty -Two Calendar Days No Rescheduling Fee 15 — 21 Calendar Days 25% [Twenty -Five Percent] 8 —14 Calendar Days 50% [Fifty Percent] 0 — 7 Calendar Days 100% [One Hundred Percent] e -MDs, Inc. Washington Idaho REC ("W IREC") Customer Standard Terms and Conditions (Aug. 2011) Page 12 of 13 Training Resource Applicable Price to Rescheduling Fee Field Trainer provided training resources at the The contracted rate per reserved Field Trainer per Customer's designated location. day Facility Training (at e -MDs primary location in The contracted rate per reserved facility classroom Austin, Texas) for on-site training resources to be seat per day provided at the e -MDs facility in Austin, Texas On-line training provided by an e -MDs trainer The contracted rate per scheduled on-line training hour If Customer provides written details to a -MDs of an extraordinary circumstance that is beyond the reasonable control of the Customer, e -MDs will consider waiving any rescheduling fees that might otherwise apply. For any training resource that the Customer requests to reschedule for a date that is more than one year after the Customer's original agreement to purchase the training resource, the Customer will be required to pay an amount that is equal to the increase, if any, in then standard applicable cost of the training resource. To the extent, if any, e -MDs is able to re -assign and fulfill any training resource (that the Customer requested to reschedule) during the original time scheduled for the resource (and receive payment for at least the same rate as the Customer who rescheduled agreed to pay), e -MDs may elect to reduce the Customer's applicable charged rescheduling fee, if any, however e -MDs expressly reserves the right to withhold the amount of any un -reimbursable out-of-pocket expenses, such as airline change fees or other expenses incurred due to any Customer rescheduling request that occurs less than the stated calendar days in advance of the date of the applicable training resource. Definitions: "Time Period in Advance" is the actual number of days and full hours in advance of the scheduled start time of the training resource. Days are calculated based upon full calendar days (each being twenty-four hours) and any partial hour portion of time is counted as a full hour for calculating the time in advance. "Price of the Training Resource" is the applicable charge for the time of the particular e -MDs training resource that the Customer agreed to purchase. "Training Resource" includes the following types of training provided by or on behalf of e -MDs to the Customer: at the Customer's designated location; at a mutually agreed location; at an e -MDs facility; and through on-line training sessions. e -MDs, Inc. Washington Idaho REC ("W IREC") Customer Standard Terms and Conditions (Aug. 2011) Page 13 of 13 Addendum to Customer Software License Order Agreement This Addendum amends the Customer Software License Order Agreement (including the Business Associate Agreement, which are collectively referred to as the "Agreement"), which is dated July 12, 2012 (date prepared), that exists between e -MDs, Inc. (e -MDs) and Jefferson County Public Health ("Customer" and "Licensee"), located in Port Townsend, Washington. The Customer and e -MDs are the Parties to the Agreement and this Addendum. The provisions in this Addendum will control to the extent of any conflict with the terms and conditions in the standard Agreement (expressly including the Business Associate Agreement) of e -MDs. Customer and e -MDs agree to the following modifications to the Agreement due to the unique circumstances of the Customer: 1. Extension of Limited Warranty and Understanding of Limitation of Liability. e -MDs agrees to extend the term of its standard limited warranty for the initial one year term and each one year renewal term as follows: the e -MDs Software (other than Third Party Software) will perform substantially in accordance with the specifications for such Software set forth in the applicable e -MDs' Documentation, for so long as Customer: (1) complies with the applicable system configurations; (2) remains in continuous full material compliance with this Agreement and this Addendum (which includes continuing to timely pay all applicable Charges, including for maintenance and support); and, (3) timely installs all applicable updates and enhancements as provided by e -MDs; and (4) timely complies with reasonable requests and instructions from e -MDs related to the use and operation of the e -MDs Software. If e -MDs is unable within a reasonable period of time to correct or otherwise resolve any material issues and material defects covered under the warranty that may occur may occur during this warranty period as required by the stated warranty, then the parties may mutually agree to terminate the license agreement and e -MDs will return any payments made in advance on the applicable licenses for services (including but not limited to maintenance and support) not yet received and will also return any initial license payments that may have been made by Customer and received by e - MDs for the e -MDs Software in the twelve month period immediately prior to the date of the unresolved non- compliance with this warranty. An essential purpose of this provision is to limit the potential liability of e -MDs arising out of this Agreement. The Parties acknowledge that the limitations of liability set forth in this provision and in this Agreement are integral to the amount of consideration levied in connection with the license of the Software and Documentation and any services provided hereunder and that, were e -MDs to assume any further liability other than as agreed in the Agreement and this Addendum, such consideration would of necessity be set substantially higher. 2. Part -Time Provider Licenses. As part of this Agreement, e -MDs has provided to Customer a current total of Three ("Y) Part -Time Provider Licenses (each a PTP License) for the same number of part-time provider(s). Customer is only authorized to use each such PTP License in compliance with the Agreement and this Addendum. Customer agrees: (1) that Customer will ensure that each such individual authorized PTP License will only be accessed/used for not more than sixteen (16) hours per week and may not be shared by providers that would result in the access/use of any individual PTP license in excess of such sixteen hour time limit per week; (2) each such provider PTP License will, except as modified in this provision, be used in full compliance with the Agreement. 3. At any time and to the extent that any of the special licenses provided to the Customer (including those identified in this Addendum) is used in a manner that exceeds these agreed conditions, Customer agrees to: (1) promptly notify e - MDs of such use; (2) the applicable License will be upgraded by the parties to the applicable full standard license; and (3) to promptly pay the then current applicable standard e -MDs retail price for such a full license, as well as any other necessary standard charges, such as for maintenance and support, that may then apply and as may be requested by e -MDs related to such license upgrade and the actual past and current use of the license by the Customer. e -MDs reserves the right at its reasonable discretion to audit Customer's use of each authorized license. 4. For any charges to the Customer for annual maintenance and support for any subsequent purchases of items with annual fees or for other products with annual charges, such annual charges will be pro -rated for the remaining full months until the first day of Customer's next occurring annual renewal period so that all of Customer's existing Software licenses and related items will have the same annual renewal date, and then the full amount of such annual charges will be assessed at that time for any such additional licenses and other items. 5. Customer understands and agrees that the Customer's Providers and all other all other personnel who are to use the Software must be adequately and sufficiently trained and capable of using.the Software and associated hardware. Customer will engage in commercially reasonable best efforts to comply with this obligation. Customer understands that if any additional training services or other services are required, the Customer will need to purchase such services at the then applicable rates of e -MDs. 6. If at any time in the future Customer needs to have any training provided by e -MDs for new or existing staff of the Customer, the Parties agree in good faith to establish a program to allow any such person to participate in classroom or online training (at the Customer's cost and expense) and on-site training sessions (at Customer's cost and expense) of Customer, or on-site at other customers of e -MDs, if and to the extent that Customer may be reasonably and also expressly permitted to do so by such other customer. © 2012 e -MDs, Inc. Jefferson County Public Health (Port Townsend, Washington) (July 2012) Page 1 of 2 AZ. (i) a SofiWare back -Up plan (at least weekly a full system beckuR, in arirlitlon fo PPrforrnir>g a fait system flat backup immediately prior to ihstalling; any uOgrade and each such pre -upgrade backup sh#d be, oaths m the date of the k*allation, of the upgrade do the, custothee't or raonihs after thamaxt such upgraft) and (2) a Olsaster,recovery plan for the e s M of the 3oitwareand ret"d opairabon& To, the agent Customer close To have and maintain Ed lean such minimum recommended full database b4*0, Ougomer understands GQN Is not in any vv#y respo for, any damages and jr ,Mwerjances, TOWItIng from swh failure; and, including any damages or ftMvenianoes that hvauld ravo, been migggled with such modromend6d minimum bd&-ujm Although a -MDs does not provide such aetvic6s. homer ShOUW 00mult wfth OW110mWs. own IT , staff or cOnfraetors and consultaMs to develop gn aWopdatai bag - tip plan and di'$WOr recovery CPU= for the cuawmer's Operations related to the Satlywre. "Ds ra*s. that Customer may copy and IM690 the ap*4196 e -MDS Software database(sl as reannable and appropriate obly for soch backup and WWWY PWPOMes. OsWffw agrees to keep an accurate accounting of 41 copies and bacl"s of the Software, made Vid to provide e-IJIDS with such accoupting, upon request. Ontorno is responsible to requlje that any id party PMVWin L Complies with Q such $ailvim to Ctatomar abides by endthe Customer's obtigatons under the tH Agreement that Vj" relaWto any data ponversion/migmtIonAnterface effort purchased by L For any Issues t Customer from e - Mos or provided by ZDa to the -Customer wdw this Agroonitint CusibriTer agrees *4 Understands: (1) 0 -MOs pr ' obligation for AOY Part 'e=h effort fast IS not materially suadessful Will be Imhed to the peopffimoift Agreed OfVAA tog for such effort OWIX00 to the W of the `specific effort that is not accomplished within the maWW;pwaffiwrs of the SPOCIfiCagons for the pa*ktsr 9110 And for which such errors are the MOUlt Of issues within the-vmv d and faiSponsibUity of O.MDg and nfA &* -to of1wrvaAaWas, and eMbs YAR make om- gmd faith effort to resolveanysuch arms at no awiff" -OW to OtAotomer, (2) In W event the VeOlOc effort isnot materially coimpleted in vompame, with the $PeaGd-. ors, ft mwlmwn re9p6nalbility at "Os under any drcurnstaneft Vall be to rWujnd that applicable -charge offort paid by'Customer and received by e -MDs up to the full amot;nt d Ow 41greed ]Z"'w: w1w for ths specific conversiontmiWatiWinteftce Offort; and, ($) e -MIX will *NY be .harp (plus the applimble tax, 9MY) ttsponsibie to refund any suds amount It (B-MPiIs primarily responsible for the problem. 3 Customer Idgrifillim or perceives any coni Ems with the performance of the Umsed Software or of S. MDS, Customer shall in WOV nQt1t-Va'k4D& of any such conearns. If and only lo'ft exterdlhat-a-MDs is regionsibte for the concern, e -Ws wig be jespohalble to, prociTly resolvo or, remedy the concern to ensure that ft tensed Software is (NWe 01 padorm", as speallea To the extent e4ADs determim that any such *concern is mt WMn, it* respons1bPfty-vWGo*01 -(* o-MDs,e4X)A will in writing WRY Customer, of such detpirmination Ong +with any to Customer about the concern' arKJ other posiMejeauses, detaft that e-Mft MY be suis to PrOvIdA I io. Each . POWs sJ)0landal pedonviaAce of 0 .4iftalitint WKW this Agreemorit shall be deemad JUI WDromfta, Substandal paifomu-ince gW1 mean *W all material OWigations and duties are compiled with promptly even ttiough some nomingil 01 iMmgtGftt,dw*j9ons front the req*0 obligations or duties may exist. When "her party has an obligation to perform a tesit, svich. party Shah frilly perform any such obligation to the extent that the GbIlgOoo Is not disputed In good faith. To the extant that art bbl g40on Is M swh a good-falth- dispute, ft parties " rjot,to apoty Any Penalties or t*9 further aOW until and to the extent thAt the dispute is resolved ftd4h Mutual agreerrient or legal action. The parties (e -MDs turd Customer) to this Addendum WknovAeclge and agree that all other terms and cordtiond of the Agreement shall rerIvIiin in f . ull for(* art 90W. The Customer, through the undersigned duly authorized repres"1040 of the Customer, ackn*Odgesewbipt tit an electronic copy of the Agreement. -find this Addendum.. The undersign W duly wftrized respective Femwifteoves d each party agree to tft Addendum Wfth Is efteclive as of the Effective Owe of the Agreement: QV,5) -------- 9 -MDs, Inc. Date Vice President Of S" 0- .0s, Inc. r,Nei Financial Officer 020126-mbs'l— Date (Port Townsend, WaahirQtori) Authorized Representation a 4vi - Cuajym.t4 yi Printed Natne & Title of Custorner's. Reprewntative AApproved as to form Ojoy,. Jeftson Counly Plu Health (Pon Towne wid wavlifttoh) JJUI 2074 Pap;2 of 2 .4AJ OL ft Co, 11'rogmtor's once VV 'a, 7. e -MDs strongly encourages the Customer to develop and follow: (1) a Software back-up plan (at least weekly a full system backup, in addition to performing a full system database backup immediately prior to installing any upgrade (including enhancements or modifications of any kind) to the Software and each such pre -upgrade backup should be maintained until the date that is the later of: twelve full months from the date of the installation of the upgrade to the Customer's Software or six months after the next such upgrade) and (2) a disaster recovery plan for the Customer's use of the Software and related operations. To the extent Customer does not have and maintain at least such minimum recommended full database backups, Customer understands e -MDs is not in any way responsible for: any damages and inconveniences resulting from such failure; and, including any damages or inconveniences that would have been mitigated with such recommended minimum back-ups. Although e -MDs does not provide such services, Customer should consult with Customer's own IT staff or contractors and consultants to develop an appropriate back- up plan and disaster recovery options for the Customer's operations related to the Software. e -MDs agrees that Customer may copy and image the applicable e -MDs Software database(s) as reasonable and appropriate only for such backup and recovery purposes. Customer agrees to keep an accurate accounting of all copies and backups of the Software made and to provide e -MDs with such accounting upon request. Customer is responsible to require that any third party providing such services to Customer abides by and complies with the Customer's obligations under the Agreement. 8. For any issues that may arise related to any data conversion/migration/interface effort purchased by Customer from e - MDs or provided by e -MDs to the Customer under this Agreement, Customer agrees and understands: (1) e -MDs obligation for any part of each such effort that is not materially successful will be limited to the proportion of the agreed fee for such effort attributable to the part of the specific effort that is not accomplished within the material parameters of the specifications for the particular effort and for which such errors are the result of issues within the control and responsibility of e -MDs and not due to other variables, and e -MDs will make one good faith effort to resolve any such errors at no additional cost to Customer; (2) in the event the specific effort is not materially completed in compliance with the specified parameters, the maximum responsibility of e -MDs under any circumstances will be to refund the applicable charge for the specific effort paid by Customer and received by e -MDs up to the full amount of the agreed charge (plus the applicable tax, if any) for the specific conversion/migration/interface effort; and, (3) e -MDs will only be responsible to refund any such amount if e -MDs is primarily responsible for the problem. 9. If Customer identifies or perceives any concerns with the performance of the Licensed Software or of e -MDs, Customer shall in writing notify e -MDs of any such concerns. If and only to the extent that e -MDs is responsible for the concern, e -MDs will be responsible to promptly resolve or remedy the concern to ensure that the Licensed Software is capable of performing as specified. To the extent e -MDs determines that any such concern is not within the responsibility and control of e -MDs, e -MDs will in writing notify Customer of such determination along with any details that e -MDs may be able to provide to the Customer about the concern and other possible causes. 10. Each party's substantial performance of its obligations under this Agreement shall be deemed full performance. Substantial performance shall mean that all material obligations and duties are complied with promptly even though some nominal or immaterial deviations from the required obligations or duties may exist. When either party has an obligation to perform a task, such party shall fully perform any such obligation to the extent that the obligation is not disputed in good faith. To the extent that an obligation is in such a good faith dispute, the parties agree not to apply any penalties or take further action until and to the extent that the dispute is resolved through mutual agreement or legal action. The parties (e -MDs and Customer) to this Addendum acknowledge and agree that all other terms and conditions of the Agreement shall remain in full force and effect. The Customer, through the undersigned duly authorized representative of the Customer, acknowledges receipt of an electronic copy of the Agreement and this Addendum. The undersigned duly authorized respective representatives of each party agree to this Addendum which is effective as of the Effective Date of the Agreement: O'er t �( L, e -MDs, Inc. Date Jeffer n County Public Health Date Vice President of Sales (,,Cus mer") (Port Townsend, Washington) Signature of Authorized Representative e -MDs, Inc. Date n AiA S -f ►) , (�k C_ t Y WtCLi' Chief Financial Officer Printed Name & Title of Customer's Representative approved as to form only: (D 2012 e -MDs, Inc. Jefferson County Public Health (Port Townsend, Washington) July 2012) Page 2 of 2 tefferson Co. Prosecut s Office License Order 9900 Spectrum Drive Austin, TX 78717 P:(888) 344-9836 www.e-MDs.com . . Prepared By: Dave Beatty Direct Line: 360.601.7007 e -Mail: dbeattyPe-mds.com Fax: 360.838.8088 Licensee: Jefferson County Public Health Address: 615 Sheraton City: Port Townsend e -Mail: jbaidwin@co.iefferson.wa.us REC Pricing Applied Software Licenses Per Provider (MD, DO, PA, NP, etc.) e -MDs Solution Series Includes: Chart, Bill, DocMan, Schedule, Tracking Board, TaskMan, E&M Coding, ICD Coder, CPT/HCPCS Search, Code Linker, Prescriptions, Order Tracking, Fax Management, Medical Art, Patient Education, Template Editor, Forms, Referrals, Collections Module, CCI Edits, Graphing, Check In Module, etc. e -MDs Solution Series - Part Time Provider (16 hours per week or less) Includes: Chart, Bill, DocMan, Schedule, Tracking Board, TaskMan, E&M Coding, ICD Coder, CPT/HCPCS Search, Code Linker, Prescriptions, Order Tracking, Fax Management, Medical Art, Patient Education, Template Editor, Forms, Referrals, Collections Module, CCI Edits, Graphing, Check In Module, etc. SQL Server Licenses SQL Server -Standard 2008 SQL 2008 Standard -Client Access License AMA CPT® Code Files- annual fee EDI Clearinghouse (Setup and Registration per site) EDI Professional setup bundle+ $250 annual fee incudes eligibility and remittance setup and training Interfaces Vendor Name Immunization Registry Export Interface Washington Training and Implementation Services Travel expenses are not included in this quote. Training expires 1 year from the contract date Project Management A dedicated a -MDs Project Manager is assigned to offer guidance, create a custom implementation project plan, and to make recommendations for successful implementation. e -MDs Database Wizard Database Wizard creates a solid foundation for clinic to build their database. A wide variety of information is entered by an a -MDs staff member, including all of the clinic's staff and their logins, providers, internal facilities (if clinic has more than 1 location), and schedules. After the Database Wizard is installed and after training has been completed, the clinic's staff will be able to customize the database further to meet the clinic's individual needs. On -Site EMR training per instructor - per day + travel On-site training of Chart, DocMan, Tracking Board, Lab Tracking, Refill Requests, and TaskMan modules. Upon completion participants will be able to track the patient from waiting room to exam room; create Doctor's and Nurse's Notes; enter vitals, past M/F/S history, medications; create and edit templates, pre -clicks, and shortcuts; create, edit and use flow sheets; create, authorize, and deny refill requests; and track send -out labs, tests, and procedures. Go Live EMR Support - per trainer - per day + travel An e -MDs chart trainer travels to clinic's location to assist in refining workflow and answer user questions during the initial "Go -Live" with software. Throughout the day, the trainer works one-on-one with users to ensure proper utilization of the software. (multiple a -MDs staff will be required for intalls with more than four providers) e -MDs Confidential Form Rev. 2007.10.18 Pagel of 5 Proposal Valid Until: 28 -Jun -12 Date Prepared: 29 -May -12 ST WA Zip: 98368 Tel: (360) 385-9408 Fax: Count Unit Price Line Total Totals 19,987.50 1 7,995.00 7,995.00 3 3,997.50 11,992.50 2,415.00 1 95.00 95.00 20 95.00 1,900.00 21 20.00 420.00 995.00 1 995.00 995.00 995.00 1 995.00 995.00 13,495.00 1,250.00 1 995.00 995.00 6 1,250.00 7,500.00 3 1,250.00 3,750.00 Licensee Initials License Order CM 9900 Spectrum Drive Austin, TX 78717 P:(888) 344-9836 IBM F www.e-MDs.com Prepared By: Dave Beatty Direct Line: 360.601.7007 e -Mail: dbeattyObe-mds.com Fax: 360.838.8088 Licensee: Jefferson County Public Health Address: 615 Sheraton City: Port Townsend e -Mail: ibaldwinOco.iefferson.wa.us e -Portal products- Setup and training fees e -Prescribing (SureScripts) Set -Up Fee Per Database Configuration of IIS Server and initial training session. Additional purchase of router may be required. e -MDs Formulary Set-up fee per database Configuration of IIS Server and initial training session. Additional purchase of router may be required. e -Portal annual fees (Not Included in Total- Invoiced after setup) e -MDs formulary (Rx -Hub) 12- month Subscription (per provider) Annual Support Fees Updates/Upgrades and Support (% of software cost, including interfaces) Standard Support team hours of operation (Monday -Friday, 7:00 am- 7:00pm CST/CDT) Access to Support organization via telephone/web/email Remote support functionality Software product upgrades Software product updates Access to a -MDs Support Center website Acess to a -MDs Support Forum Service Level Agreement response times on ticketed issues: Critical - 8 business hours High/Medium/Low- 12 business hours Shipping Proposal Valid Until: 28 -,tun -12 Date Prepared: 29 -May -12 ST WA Zip: 98368 Tel: (360) 385-9408 Fax: Count Unit Price Line Total Totals 990.00 1 495.00 495-00 1 495.00 495.00 1,200.00 4 300.00 1200.00 4616.15 25.00 Total: $ 43,518.65 15% REC license discount (2,998.13) 20.4% REC training discount (2,295.00) Grand Total: $ 38,225.53 (any applicable sales tax will be added to the invoice) e -MDs Confidential Form Rev. 2007.10.18 Page 2 of 5 Licensee Initials License Order 9900 Spectrum Drive Austin, TX 78717 P:(888)344-9836 www.e-MDs.com Prepared By: Dave Beatty Direct Line: 360.601.7007 e -Mail: dbeattvC@e-mds.com Fax: 360.838.8088 Licensee: Jefferson County Public Health Address: 615 Sheraton City: Port Townsend e -Mail: ibaldwin@co.iefferson.wa.us Summary of annual fees for this order based on today's rates - This is in addition to any annual fees that have been incurred for previous orders Updates/Upgrades and Support EDI annual support fee e -MDs formulary (Rx -Hub) 12- month Subscription (per provider) AMA CPT Codes a Proposal Valid Until: Date Prepared: 28 -Jun -12 29 -May -12 ST WA Zip: 98368 Tel: (360) 385-9408 Fax: Count Unit Price Line Total Totals $ 6,486.15 4,616.15 250.00 1,200.00 420.00 e -MDs Confidential Form Rev. 2007.10.18 Page 3 of 5 Licensee Initials License Order propared By:'Oave batty Propda►l Va1w UtAll, 01 -Steep -12 Cirecl Line. 26D.6A1JA07 04Atd1 d P"�Sf� Cale prepared; 02^Arr3-12 Fsx: 960.89►0A6B LieansaM: fldi0taen Gotx►ty PubBd Heatlh Addroai: 615 SWldan $t. $7 WA Zip: b6388 Curt prytTeasraan0 Tel: 136A)31164 011 Fixt (3601 3a&o4c1 e.lA"du �1� �ro.l�.•�-ttlleesofi.le&.lL� � cowt ra ns rwro petrilnders to CoMrnen Ta7r: K C(nda'*M u °OTrow 00001 TJnb PiNIM N4Kh L'tralalaera apprsprtaN atetY{las arsw�wrt tAa� e.errslita reit�� p Ws aeek�` oRlnq endrYlMgy. 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W4 Weed N' I,* an b611@M ol LI om" and then recWwod and woori i6N, a" Art L4onsee l in*ul kt.MID9Y e$WEWIIso "d in Wrtllr4, the fjate that UW LICW490:39ns tra Uc trat Oldar la 1016 Agtaemerrl'a fctlactT>a �. r'htd' M tra4viAt r at meat mmem *from Uceaseo 20 also upon tinai acceptance by o- Cq Mus. and this AgreambrN slari nt>'r» umd tV n*AAod in acco dame wiht As tetra. �0 Box aetFer w sNpment- Tae famaWng OQtAna N Psnnt Wing. Atorders for IPW dcAr"4�seere te attese �N U do MW 30 deya'01 ine ksroiCe nate. ma ratwn in0 Lkon3ed SolAaara, tog8ttwr rain aU t><4esunenFatationa4 01Mr ftwtertart dvt+verad tnaewlih Aeluhdr+: L eB y Ikat t! 1Vty {30) dly7 41ter the Efhclive YAia, Chorgts.paid t icar ee (or kceA9e'I"S y,d repuegt a rotund eaY W"T h =$mod. to"a Wwan percent 115%) handVg C41911.omen 4 a roasons"o estimate �r 4d tae IOMlned i ttDrAbd 50"(9a1COr 05 a 10itf4 dt SVCh f0VJM. 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L mN Gjn4l"01al Page 4 d5iml•ata f roan Rev p' 007 10.18 t wensco ,�7 License Order Prepared By: Dave Beatty Direct Line: 360.601.7007 Proposal Valid Until: 01 -Sep -12 e -Mail: dbeattv@e-mds.com Date Prepared: 02 -Aug -12 Fax: 360.838.8088 Licensee: Jefferson County Public Health Address: 615 Sheridan St. City: Port Townsend ST WA Zip: 98368 e -Mail: lbaldwin@co.jefferson.wa.us Tel: (360) 385-9408 Fax: (360) 385-9401 Count Unit Price Line Total Tofals Reminders to Customer: (1) Sales Tax: If Customer is exempt from Sales Tax, please attach Customer's appropriate sales tax exemption cerlifiateldocumentation required by the appicable taxing entity(ies). Otherwise, the applicable Sales Tax will be added by a -MDs to your invoice(s). (2) Customer needs to have the ability to download software updates via the internal. (3) If Customer needs any services involving data imports, a separate agremeni is required. (4) Travel expenses including airfare, hotel, rental car, and meals are not included in this Order ad will be billed to the Customer as authorized for services provided by a -MDs at the Customer's designated location(s). (5) Training cancellation policy: 30 days written notice for onsite training and Go Live cancellations; 15 days written notice for classroom training cancellations; and 10 days written notice for online training cancellations. (6) Training expiration policy: All training resources must be scheduled and taken within twelve (12) months of the date of purchase or the training resource. r\ This instrument, together with the accompanying terms and conditions and each exhibit or addendum, if any, accompanying this "License Q License Order, each of which is incorporated by reference (collectively, the Order"), constitutes the entire Agreement between e -MDs, Inc. ("e -MDs") and the named Customer (identified in this License Order as "Customer" and "Licensee") with �� L respect to the Software and services to be provided by e -MDs identified in this Agreement. The proposal, including the Q\ Software, services, pricing and terms and conditions stated in the License Order, becomes a valid agreement between e -MDs and Licensee when signed and agreed to on behalf of Licensee and then received and accepted, along with Licensee's initial .�tl required payment, by e -MDs. Unless otherwise agreed in writing, the date that the Licensee signs this License Order is this Agreement's Effective Date, which is contingent upon receipt of initial payment from Licensee ad also upon final acceptance by e- rte` MDs, and this Agreement shall continue until terminated in accordance wiht its terms. rlv Payment terms: All orders for the licensed Software require at least 50% deposit prior to shipment. The remaining balance is due within 30 days of the invoice date. Refunds: Licensee may return the Licensed Software, together with all Documentation and other materials delivered therewith and request a refund any time during the first thirty (30) days after the Effective Date. Charges paid by Licensee for license fees for the returned Licensed Software will be refunded, less a fifteen percent (15%) handling charge, which is a reasonable estimate o of the expenses and costs that e -MDs would incur as a result of such return, in which event the License shall terminate without further liability of either party. No refunds will be granted for services rendered such as training prior to return of the Licensed be deemed acceptable unless Licensee and e -MDs have each caused this License Order to Software. Licensed Software shall be signed and delivered by its duly authorized office or representative as of the Effective Date. Attachments: 1. License order Terms and Conditions 2. License Order Addendum, Third Party Software, Data and Suggestions By the below signature of Customer's authorized representative, Customer (Licensee) enters into and agrees to this Agreement and the accompanying terms and conditions and each addendum attached to this Agreement. e -MDs, Inc: Customer: Jef rso my Public Health I j By: By: Printed \,A Printed Name: ame: . AV nj Title: Title: A (A,l.Y M ox) Date: Date: e -MDs Confidential Form Rev. 2007.10.18 Page 4 of 5 Licensee Initials License Order Prepared By: Dave Beatty Direct Line: 360.601.7007 Proposal Valid Until: 01 -Sep -12 e -Mail: dbeattY@e-mds.com Date Prepared: 02 -Aug -12 Fax: 360.838.8088 Licensee: Jefferson County Public Health Address: 615 Sheridan St. city: Port Townsend ST WA Zip: 98368 e -Mail: ihaldwinPco efferson.wa.us Tel: (360) 385-9408 Fax: (360) 385-9401 Count Unit Price Line Total Totals Rev. 03/17/11 e -MDs Confidential Page 5 of 5 Form Rev. 2007.10.18 Licensee Initials ^��asoN coL� JEFFERSON COUNTY PUBLIC HEALTH Consent Agenda �SNING�G 615 Sheridan Street o Port Townsend o Washington o 98368 www. jeffersoncountypublichealth.org' August 2, 2012 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Philip Morley, County Administrator FROM: Jean Baldwin, Director DATE: A 3Q5"f ), j-0I�,- SUBJECT: Agenda Item — Business Associate Agreement with e -MDs, Inc. for electronic Health Records; upon signature — until terminated; $38,225.53 STATEMENT OF ISSUE: Jefferson County Public Health, Community Health, requests Board approval of the Business Associate Agreement with e -MDs, Inc. for electronic Health Records; upon signature — until terminated; $38,225.53 ANALYSIS/ STRATEGIC GOALS/PRO'S and CON'S: Electronic Health Records (EHR) are part of the Centers for Medicare and Medicaid services provision's to meet the American Recovery and Reinvestment Act of 2009. This Act provides incentive payments to encourage Providers to use electronic health records. The electronic record program will increase quality of care of clients by standardizing record systems. All EHR technologies must meet stringent government requirements. The Center for Medicare & Medicaid Services (CMMS) has contracted with different agencies throughout the country to aid medical offices in their update to EHR. These agencies are set up through the States, the Washington/Idaho Regional Extension Center (WIREC) services are provided at no cost to qualifying agencies. Jefferson County Public Health applied and was accepted to receive WIREC services. The WIREC technical assistance helped JCPH understand how to come into compliance with the Healthcare Reform Provision of EHR and to meet indicators of health for individual patients called "meaningful use". WIREC and the Federal Government screened and did quality review checks and prepared a list of qualifying EHR vendors. COMMUNITY HEALTH PUBLIC HEALTH ENVIRONMENTAL HEALTH DEVELOPMENTAL DISABILITIES WATER QUALITY MAIN: (360) 385-9400 ALWAYS WORKING FOR A SAFER AND MAIN: (360) 385-9444 FAX: (360) 385-9401 HEALTHIER COMMUNITY FAX: (360) 379-4487 Consent Agenda After, JCPH qualified for the ARRA incentive payments for certified Providers, a staff team of the director, deputy director, billing coordinator, FNP clinician, JC -IS supervisor and scheduling clerk reviewed the WIREC list of certified providers that were interested in serving small clinics. JCPH also reviewed only certified providers who gave a group discount rate to WIREC members. In the process, JCPH spent 5 months traveling, watching webinars, and reviewing different EHR systems. JCPH reviewed bids from four of these vendors. After careful consideration and review of capacity of the agency, and ability of the EHRs to help us meet meaningful use, we have chosen the bid from e -MDs. FISCAL IMPACT/COST BENEFIT ANALYSIS: This contract is funded by the Washington Health Care Authority Medicaid Incentive Program. RECOMMENDATION: JCPH management request approval of the Business Associate Agreement with e -MDs, Inc. for electronic Health Records; upon signature — until terminated; $38,225.53 REVIEWED BY: \-C '41&'o,p Philip Morley, Pnty Mministrator (Routed to all Public Health Managers) 8 7 12 --- Date Z --Date ���SON COGa / ,:)— `•1 JEFFERSON COUNTY PUBLIC HEALTH ��SHING'OZ 615 Sheridan Street o Port Townsend o Washl � p www.jeffersoncountypublichealth.org A >-' 'wM w��, CONTRACT REVIEW FORM AUG 0 6 2012 N-12-122 CONTRACT WITH: a -MDs, Inc. t ti F CONTRACT FOR: Electronic Health Records TERM: Upon signature - Until Terminated COUNTY DEPARTMENT: Jefferson County Public Health For More Information Contact: Jean Baldwin Contact Phone #: X408 RETURN TO: Cathy Avery RETURN BY: ASAP AMOUNT: Revenue: Expenditure: $38,225.53 Matching Funds Required: Source(s) of Matching Funds: PROCESS: ❑ Exempt from Bid Process ❑ Consultant Selection Process ❑ Cooperative Purchase ❑ Competitive Sealed Bid ❑ Small Work Roster ❑ Vendor List Bid ❑ RFP or RFQ ❑x Other: Reviewed bids from WIREC's list of certified providers Step 1: REVIEW BY RISK MANAgFME Review by: �- p Date Reviewed: _ APPROVED FORM ❑ Returned for rev sion (See Comments) Comments: Step 2: REVIEW BY PRO*C TI�I"1L Review by: L� Date Reviewed: 1 -7 Za )'2 APPROVED AS TO FORM Returned fore sion (See Comments) Commen : N� '56'V`j l- V,/gAe#-T 0-S Q 1H—r"CT' \\tJO()Lp Oi5 I aL'V&D )/V N -'(E -S ---STILL 4 s 5)eAP- T.A COMMWV'HrAM4" `'""y ""1`11 ����CVICW NiUucaaJ ENVIRONMENTAL HEALTH DEVELOPMENTAL DISABILITIES WATER QUALITY MAIN: (360) 385-9400 ALWAYS WORKING FOR A SAFER AND MAIN: (360) 385-9444 FAX: (360) 385-9401 HEALTHIER COMMUNITY FAX: (360) 379-4487