HomeMy WebLinkAboutAgreements/Contracts - Renew (003)GRANT COUNTY
COMMISSIONERS AGENDA MEETING REQUEST FORM
(Must be submitted to the Clerk of the Board by 12:00pm on Thursday)
REQUESTING DEPARTMENT: Renew oATE:12.05.2024
REQUEST SUBMITTED BY: Linze Greenwalt PHONE: X5470
CONTACT PERSON ATTENDING ROUNDTABLE: Dell Anderson
CONFIDENTIAL INFORMATION: EYES ONO
®Agreement / Contract ❑AP Vouchers
❑Appointment / Reappointment
❑ARPA Related
❑ Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled
❑ Boards / Committees
❑ Budget
❑Computer Related ❑County Code
El Emergency Purchase
El Employee Rel.
❑ Facilities Related ❑ Financial
❑ Funds
❑ Hearing
❑ Invoices / Purchase Orders ❑ Grants — Fed/State/County
❑ Leases
❑ MOA / MOU
❑Minutes ❑Ordinances
El Out of State Travel
El Petty Cash
❑ Policies ❑ Proclamations
❑ Request for Purchase
❑ Resolution
❑ Recommendation ❑ Professional Serv/Consultant
❑ Support Letter
❑ Surplus Req.
❑Tax Levies ❑Thank You's
❑Tax Title Property
❑WSLCB
Service Change Form for Qualifacts and Grant
County dba Renew to add a client
portal to our electronic health record system. Effective January 1, 2025
through June 30, 2027.
If necessary, was this document reviewed by accounting? ❑ YES
If necessary, was this document reviewed by legal? 0 YES ❑ NO
DATE OF ACTION:
APPROVE: 'DENIED
/17
D1:
M V
D2:
D3:
s
IN■�Ci�
DEFERRED OR CONTINUED TO:
WITHDRAWN:
❑ N/A
4/23/24
C), QUALIFACTSMKZ4-32o
SERVICE CHANGE FORM
Customer Name:
Grant Integrated Services
Contact Name:
Linze Greenwalt
Address:
840 E Plum Street, Moses Lake, WA 98837
Phone Number:
509-705-9239
Email Address:
Igreenwaltgrantcountywa.gov
Credible
Effective Date:
Platform:
This Service Change Form ("SCF") is made as of the Effective Date set forth above between Qualifacts Systems, LLC (successor to
Credible Behavioral Health, Inc.) (hereinafter, "Vendor"), a Delaware limited liability company having its principal place of business at 315
Deaderick Street, Suite 2300, Nashville, Tennessee 37238, and the Customer identified above. This Service Change Form is an
Amendment made pursuant to, and governed by the terms of, the Business Services Agreement that was entered into between Credible
Behavioral Health, Inc. and Customer (the "Business Services Agreement").
MODIFICATION IN CUSTOMER'S MONTHLY RECURRING CHARGES
EFFECTIVE THE FOLLOWING MONTHLY RECURRING CHARGES HAVE BEEN ADDED TO CUSTOMER'S AGREEMENT:
Notes (If applicable):
EFFECTIVE THE FOLLOWING ONE-TIME CHARGES HAVE BEEN ADDED TO CUSTOMER'S AGREEMENT:
# Product Invoice Date Unit Quantity Sales Price Total Price
2, OnCall Enterprise Package - Setup Upon Effective Date Per Customer 1 $10,000.00 $10,000.00
Fee
Total One -Time Charges: $10,000.00
Quantities included herein are contractual minimums regardless of actual usage. If actual usage exceeds contracted amounts in a given
month, Customer will be invoiced for the actual peak number of Users/Prescribers for that month. Invoicing will begin upon effective date and
will be reflected on the next invoicing cycle if not otherwise noted in the product language.
This SCF may be executed and delivered by electronic means in separate counterparts, including electronic mail PDF counterparts, each of
which shall constitute an original, and all such counterparts shall constitute one and the same instrument.
The parties, through their undersigned authorized representatives, have entered into this SCF as of the Effective Date set forth above.
PRODUCT DESCRIPTIONS
1. OnCall Enterprise Package — The OnCall enterprise package offers online booking pages, appointment reminders, intake
forms, individual and group telehealth, online bill pay, eligibility and the basic BI dashboards for the analysis and monitoring of
appointments, messaging and telehealth utilization. OnCall provides tools for customers to configure appointment reminders,
forms, email templates and API access along with an integration with the Vendor's products. The enterprise package also offers
a customer specific, white -labeled mobile app to support all functions along with premium support for assisting patients with the
offering. The enterprise package is sold with a minimum license for 30 providers. OnCall Providers are any user that has been
' QUALIFACTSaM
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provisioned a Provider account in the system. OnCall Providers are the hosts of appointments or encounters in the system.
Notwithstanding anything to the contrary in this order form, monthly invoicing for this product will begin upon the earlier of (a.)
the go -live date for this product as determined by the Vendor, (b) five months from the Term Start Date, or (c) system GoLive
after completion of Implementation.
2. OnCall Enterprise Package - Setup Fee — The OnCall base enterprise setup includes configuration of up to three online
booking pages configuration of forms, setup of white -labeled web and mobile apps, and configuration of custom BI dashboards
with three (3) datasets for analyzing and monitoring of appointments, messaging and telehealth usage, along with an integration
with Vendor's EHR. Setup fee also includes workflow discussions and end -user training. For avoidance of doubt, this setup fee
is nonrefundable if Vendor has begun any setup related to the product.
GRANT INT,EGRATED Eft. S
t
By: i` S fit 1"t
Print: Cindy Cart&r,
Title:, Chair
Date:
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Signature: a. &....
Email: jamie.gossen@qualifacts.com
Title: Director, Contracts
QUALIFACTS SYSTEMS, LLC
By:
Print: Jeremy Landa
Title: CFO
Date: Dec 2, 2024
-2-
ustom`dr Name:
rated Ser
'Grant late vices,
Dell Anderson
Ad
840 E Plum Street doses L6ke', W A 98837
P h o h e- umber: um : N -b
787,4-TA
Email i-Addr'e"ss:,::
nders on grantcouh ov
daa'@ va.g
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This Service Order Form is made as of the Effective Date set forth above between Credible Behavioral Health, Inc. ("Vendor"), a
Delaware corporation having its principal place of business at 315 Deaderick Street, Suite 2300, Nashville, Tennessee 37238, and the
Customer identified above. This Service Order Form is made pursuant to, and is governed by, the terms of the Software License and
Master Services Renewal Agreement between Vendor and Customer (the "Master Agreement'). Defined terms used but not defined in
this Service Order Form are as defined in the Master Agreement.
1. Software and Services — Under this Service Order Form, Vendor shall provide the following products and services for Customer,
and Customer shall pay the following fees to Vendor for such products and services on the payment dates set forth below.
(a) Monthly Recurring Char es for Vendor's Core Software. Monthly charges for the Software set forth in Item No. 1 below will
begin on the Term Start Date below.
(b) Monthly Recurring Char es for Add -On Products. Monthly charges for all Add On Products will begin on the Term Start Date
below. Upon commencement of a Renewal Term, the Sales Price for all Add -On Products shall be automatically adjusted to
Vendor's then -current prices for such Add -On Products. Notwithstanding anything to the contrary in the Master Agreement and
this Service Order Form, the provision of Add -On Products is at all times subject to Vendors' contractual relationships with the
corresponding company.
(c) Product Innovation, Implementation Services and Other Non -Recurring Charges. Payment terms and charges for Product
Innovation, Implementation Services and Other Non -Recurring Charges are as set forth below.
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- -- -- ----------
130
$75.00
1.
Credible Core Software -
July 1, 2022
June 30, 2027
Per Named
$90750.00
Named
User*
Add-O'n Products:
2.
Business Intelligence
July 1, 2022
June 30, 2027
Per Block Of 5
1
$750.00
$750.00
(BI) Advanced Reporting
Users
3.
Connect Module Support
July 1, 2022
June 30, 2027
Per
1
$299.00
$299.00
Connection
4.
Credible - EPCS
July 1, 2022
June 30, 2027
Per Prescriber
1
$40.00
$40.00
5.
Credible - eRx
July 1, 2022
June 30, 2027
Per Prescriber
1
$69.00
$69.00
6.
DSM-5 Classifications
July 1, 2022
June 30, 2027
Per User
98
$1.25
$122.50
7.
Mobile
July 1, 2022
June 30, 2027
Per Customer
1
$800.00
$800.00
8.
Software Escrow
July 1, 2022
June 30, 2027
Per Customer
1
$100.00
$100.00
9.
State Reporting -
July 1, 2022
June 30, 2027
Washington
1
$300.00
$300.00
Washington
State
Reporting
Supported
Functionality
10
Storage
July 1, 2022
June 30, 2027
Per 50 GB's of
1
$100-00
$100.00
Storage
11
Texting Services
July 1, 2022
June 30, 2027
Per
5,000
$0.02
$100.00
Transaction
Total Monthly Charges:
$12,430.50
ADDITIONAL MONTHLY RECURRING CHARGES - PRODUCT INNOVATION
...................
11
E
Product Innovation Allocation
Item 5(f) of the Software
- -- ---
At month 13 from the Term Start
3.50% of Vendor's Core
— Vendor's Core Software
License and Master
Date and each year annually
Software Users Monthly Per
Users
Services Agreement
thereafter
User fees set forth in Item No.
1, above.
Quantities included herein are contractual minimums regardless of actual usage. If actual usage exceeds contracted amounts in a given
month, Customer will be invoiced for the actual peak number of Users/Prescribers for that month, provided, however that Vendor's Core
Software actual users that exceed contracted user counts in a given month will be invoiced at 105% of current sales price.
OTHER NON -RECURRING CHARGES
12,
Upon Effective Date
Subtotal Non -Recurring
Upon Effective Date
T
$ 0.00
Charges
Subtotal Implementation
See Terms Above
Services
Grand Total Implementation
See Relevant Option
'" ,s,
` `
$0.00
Services and Non -Recurring
Above
Charges
13,
Professional Services (Post-
As Incurred
Dependent on
Project)
service delivered
14.
Travel Expenses
As Incurred
Actual
(travel expenses not
included in implementation
fee listed above)
PRODUCT DESCRIPTIONS
1 Credible Core Software Named — Core Software is the web -based Behavioral Health enterprise management application,
hosted and maintained by Vendor for the Customer. Customer is responsible for managing Active and Inactive Named Users on
a monthly basis. Part -Time Users must be declared as such by Customer in the employee profile for that Named User. "Part -
Time User" means a Named User who works less than 15 hours per week and only accesses the Software a few times during a
shift. Should Customer purchase any module and/or feature requiring unique Named User counts (e.g. eLabs, Credible ePA,
Credible eRx, Wiley Treatment Planners, etc.), Customer assumes all responsibility for managing its Named User counts.
-2-
Five test Named Users are excluded from Customer Named User counts. Test Named Users must provide their full
names. Customer is responsible to leverage the employee tracking capability in the data dictionary to properly document full-
time, part-time, read-only, and test Named Users. In addition, Customer recognizes Vendor's need to create test Named Users
in Customer's domain. Customer will not be billed for Test Named Users created by Vendor.
Named User fees are billed based on the number of peak Named Users with active login credentials during the applicable
month. Part -Time Users are treated as 50% Named Users for billing purposes.
For purposes of this Service Order Form, Vendor's normal business hours are 8:30 AM — 8:00 PM Eastern time.
"Customer Training" means Train the Trainer and will be further documented in the Project Plan
2. Business Intelligence (BI) Advanced Reporting - BI provides Customer with a fully configurable reporting tool with the ability
to create custom reports, dashboards, and graphical reporting functionality. With BI, the entire Customer can be viewed at a
glance and all Customer data may be compiled from various sources into customized dashboards. In addition, Customer will
have the flexibility to format Customer information. Conditional forms and formatting make it easy to draw attention to what is
important. Customer will have the capability to analyze data at rapid speed. Vendor's instinctive reporting capability allows for
in-depth analysis with no barriers.
• Prior to activation of the BI module, Vendor requires a minimum of one (1) Customer staff to be trained through the
Admin level on BI. There are trainings held at a minimum quarterly, attended by multiple Customers, and occur
virtually.
• BI Training fees for one individual is included in the BI Module one-time fee.
• BI is purchased as a block of 5 users. Usage will be monitored on a monthly basis. If Customer exceeds purchased
block of users then Customer will be required to purchase another block of users with a Service Change Form
Amendment.
• Invoicing for BI will begin upon completion of Customer's (1) staff members training. For avoidance of doubt, invoicing
will begin the earlier of completion of one (1) member training or from the Term Start Date of the Service Change Form
or the 30days from the initial system Go -Live date.
Notwithstanding anything to the contrary in this order form, monthly invoicing for this product will begin upon the date that is the
.earl:i.er of (i) the actual go live date provided by Customer for this product, (ii) 30 days following the Term Start Date in this order
form'. -for this product or (iii) 30 days after the initial Go -Live Date for the Software.
3. Connect (Module - Connect Module provides the EDI/HIE interface for data sharing:
Provides secure, time specific, data specific information transfer utilizing industry standards and automated technical
protocols.
Sending of HL7 v.2.5 ADT (registration and update events) and XML CCDb/C-CDA messages containing standard
Credible data fields.
Secure transmission via VPN outbound and SFTP inbound.
• Filtering of messages based on client Release of Information/Consent, as well as Program Type or Visit Type.
Meaningful Use Stage 3 compliant CCDs.
Invoicing for each Connect connection will begin at GoLive of connection
4. Credible - EPCS .- DEA certified EPCS provides for all of the functionality and capabilities of Credible's eRx Module, as well as
real-time prescribing of controlled dangerous substances. Additional fees apply for state -specific functionality.
Due to regulatory requirements, EPCS Module requires two -factor authentication for Prescribers in order to electronically
prescribe controlled and dangerous substances.
• The first level of authentication is completed through an on-line Identity verification process. This requires a hard token
for ID Proofing. With the purchase of EPCS, a hard token that has a unique identifier is provided. An additional fee
applies for additional replacement hard tokens. This hard token can be registered to an individual Prescriber at the end
of a successful Identity verification process. The Prescriber does not have to wait until the Agency is in receipt of the
hard token to proceed with prescribing.
• Prescribers can complete the second level of authentication through the use of a soft token made available via
smartphone app (iOS and Android) or a hard token.
• Replacement of hard tokens used for dual factor authentication is charged additional at the rate of $40.00 and will
appear on monthly invoiced as required.
-3-
Customer adds Prescribers through a support ticket and is also required to submit a ticket for the removal of a Prescriber.
Failure to submit a ticket for removal of Prescriber will result in continued monthly charges of Prescriber. A Prescriber is not pro-
rated and can take up to two invoicing cycles for usage to be removed. In addition to the support ticket for removal, Customer is
also required to deactivate the Prescriber in Credible.
Customer is also required to clean up the Prescriber medications within the module. There is a $500 fee assessed if Customer
requires the assistance of Vendor.
Notwithstanding anything to the contrary in this order form, monthly invoicing for this product will begin upon the date that is the
earlier of (1) the actual go live date provided by Customer for this product, (ii) 60 days following the Term Start Date in this order
form for this product or (iii) 60 days after the initial Go -Live Date for the Software.
5. Credible - eRx — Credible eRx provides electronic prescription capability. Fully integrated into Vendor's software, Credible eRx
allows Agency's licensed Prescribers to electronically document all prescriptions while providing paper or electronic
scripts. Credible eRx is Surescripts° certified; and provides for:
• Fully integrated drug database,
• Reduced medication errors utilizing Tallman Lettering,
• Monographs, Contraindications, Drug/Drug interactions, Drug/Allergy interactions,
• Generic equivalents, recommended dosage, and Prescriber favorites,
• Electronic submission to pharmacies, and
• Prescription Eligibility.ln addition to the above, Enhanced Credible eRx Services include:
• X12N 005010X92A1 Eligibility transactions (270/271),
• Prescription History (RXHREQ/RXHRES), and
• NCPDP Formulary and Benefit Load version 1.0.
Identity Proofing: In accordance with Surescripts requirements, Vendor implements additional policy and software controls on
the e-prescribing process. This process is called Identity Proofing -- This process is critical to verify that all Prescribers are who
they claim to be and are authorized by law to access and use the type of information for which access is granted (e.g., for e-
prescribing). Identity Proofing is completed in accordance to the National Institute of Standards and Technology (NIST) Level of
Assurance (LOA) 3 outlined in the NIST 800-63 (v2) standard.
Clinic Locations: Clinic locations within Credible's eRx control both the assignment of Prescribers to locations from which
prescriptions may be transmitted, and (if applicable) the association Qf'X" DEA numbers for clinics where the Prescriber may
perform Medication Assisted Treatment. For each clinic location assigned to a Prescriber, that Prescriber can be given rights to
create "New" prescriptions, accept "Refill" requests from pharmacies, send "Cancel" messages to pharmacies upon
discontinuance, etc. Each clinic location assigned to a Prescriber will be automatically registered with Surescripts, and a unique
Surescripts Provider Identifier (SPI) number will be provided for each assignment. The address and phone number of the
location selected on the Rx Finalize page will be printed on the prescription, as well as sent to the pharmacy electronically.
Disclaimer
Information presented through Credible eRx with regard to formularies, eligibility, and medication history is data
provided and transmitted by various Pharmacy Benefit Management (PBM) entities. Vendor cannot assure the
accuracy of this data.
Agency is responsible for obtaining Release of Information for each client prior to activating the "PBM Medication
History" functionality.
Agency is responsible for deactivating Credible eRx user rights.
Customer adds Prescribers through a support ticket and is also required to submit a ticket for the removal of a Prescriber.
Failure to submit a ticket for removal of Prescriber will result in continued monthly charges of Prescriber. A Prescriber is not pro-
rated and can take up to two invoicing cycles for usage to be removed. In addition to the support ticket for removal, Customer is
also required to deactivate the Prescriber in Credible.
Customer is also required to clean up the Prescriber medications within the module. There is a $500 fee assessed if Customer
requires the assistance of Vendor.
Notwithstanding anything to the contrary in this order form, monthly invoicing for this product will begin upon the date that is the
earlier of (i) the actual go live date provided by Customer for this product, (ii) 60 days following the Term Start Date in this order
form for this product or (iii) 60 days after the initial Go -Live Date for the Software.
6. DSM-5 Classifications — The DSM-5 is a classification of mental disorders developed by the American Psychological
Association ("APA") and used by psychiatrists, psychologists, and clinicians to identify symptoms and related diagnostic criteria,
as well as match the identified related disorder to an ICD code.
DSM-5 descriptions are supported by both ICD-9 and ICD-10 codes. The DSM-5 utilizes Codes and Disorder Names only.
A DSM-5 "User" is defined as any active employee with the ability to add a diagnosis, update a diagnosis, or add a diagnosis
form.
Vendor strongly recommends that Agency review and update their current user settings accordingly toavoid paying for
unnecessary users.
if payers requireOSM-5 classifications, an additional DSM-5Ucensing agreement shall beexecuted by Agency prior to
7. Mobile - Mobile allows for secure.H|PAA compliant data to be captured onlPad.iPhone, Android enabled devices, netbooks,
laptops, and/or tablet PCs 1neconnected ordisconnected mode, with the exception of Androidamartphones.
Mobile Module is a suite of applications, including native Android, |OS6.and Windows Disconnected Application.
Mobile Module is an solution providing Customer- and manager level data, industry news feeds, and if applicable,
Agency's Business Intelligence data.
Vendor trains Customer staff for end user support, including loading, configuring, and troubleshooting Mobile on multiple
devices. .
Training materials for the Module are provided inCredible Knowledge Base.
| Customer requiredhordwore is purchaseddirectly listing ofVendor supported
hardware for utilization with thoMom|eapp|kcation—Acurrent and updated list ofsupported devices is available onrequest or
from the Credible Knowledge Base.
Disclaimer
• Should Customer b|i Third -Party Software, | software, ontheir Mobile Device, there ioa
possibility that this may interfere with Mobile resulting indegraded performanceondoonnectivity|ooumm—VondorwdU
provide best efforts for any issues arising from Third -Party Software.
° Should Customer utilize non -Vendor recommended mobile hardware, there is a possibility this hardware will not work
with Mobile, Vendor will not guarantee any other hardware beyond what is currently on Mobile Recommended
Hardware list nor will any code changes bemade tosupport non -Vendor recommended mobile hardware.
Training of Customer support staff completed concurrent with other Vendor on -site oron-line training.
8. Software Escrow - Provides Vendor's source code with a professional software escrow company for utilization by Customer if
ever required.
9. Washington State Reporting -
The following reports are currently supported via Washington State Reporting:
� MCD.BHGDOseacon
° King County BHD
° Greater Columbia BH4SO
° Great Rive BH'ASO
° North Sound BH,ASD
° SaUmh8H+\SO
° 8pokaneBH_ASO
° Beacon -A8O
10. Storage — Storage is to be stored within the system for attachments; this includes documents that are scanned and attached to
records. Video and audio files may not be attached without a separate contract addendum.
(a) Storage Space — Customer will be billed $100 per month for up to 50GB of storage space upon utilization of storage
module. Each additional increment of5OGBwill be billed at $100 per month.
Note: Customer is responsible for provisioning the module so that only the properly authorized users have access and
management ofthe content within the scanned documents.
11. Texting Services — Appointment Reminders Functionality via E-mail and Texting: Vendor provides full outbound texting
functionality for appointment reminders. The source phonenumber |aprovided byVendor. Additional fees apply for texting.
Notwithstanding anything to the contrary in this order form, monthly invoicing for this product will begin upon the date that is the
earlier)the actual Qolive date provided byCustomer for this product, days following the Term Start Date |nthis order
form for this product or (iii) 30 days after the initial Go -Live Date for the Software.
12.
-5-
GRANT INTEGRATED SERVICES
By:
ze�
Print: stone
Title: CQti4')+U
Date:
6 / P � �Z 2
CREDIBLE BEHAVIORAL HEALTH, INC.
By:
Print: Jeremy panda
Title: CFO
Date: Jun 7, 2022
M
QUALIFACTS
SOFTWARE LICENSE AND MASTER SERVICES AGREEMENT
ran
On
This Software License and Master Services Agreement (this ^ is made as of the Effective Date set forth above between
Credible Behavioral Health. a Delaware having its principal place of business at31sDeaderick St., Suite
23OO.Nashville, Tennaooee37238.andtheCumtomeridenUfiedabove.
1. Definitions. Capitalized terms used and not defined in this
Agreement or in a Service Order Form have the meanings set forth
below and in the Definitions.
(a) Affiliate. "Affiliate" meane, with respect to a particular
person orentity, another person or entity that directly or indirectly
oontmls, is controlled by or is under common control with that
particular person or entity by another person or entity. For -this
definition, ^conuo|^means the ability todirect the management and
policies of another person or ontity, either through ownenyhip, by
contract, odbylaw.
(b) BAA, ^B/V\ means the business associate agreement
attached hereto esExhibit Aand incorporated herein and made a
part of this
(c) Billing Commencement Date. "Billing Commencement
Date" means the earlier of the actual completion of Customer
training orthe scheduled date for completion ofCustomer training
that |aset forth \nthe Project Plan (as adjusted for any delays not
caused by C
(d) Customer Data. "Customer Data" means any of
Customer's infunnetion, doouments, or electronic files that are
provided toVendor hereunder.
(0 Documentation. "Documentation" means any online or
print user menue|o, functional specifications attached to this
Master Agreement or Statements of Work that are provided to
Customer and any derivative works ofthe foregoing.
"Error" means any reproducible material failure of
the Software tofunction |naccordance with its Documentation.
(g) Go -Live Date. "Go -Live Date" means the moment |ntime
that Customer first logs into the 8oftvena for actual clinical
documentation or file review/access for the purpose of clinical
and/or billing functionality.
(h) HIPA8 ^H|PAKmeans the Health Insurance Portability
and Accountability vAct of1gS8.the Health Information Technology
for Economic and Clinical Health Act (commonly referred to as the
^H|TEOH Act^), and the regulations promulgated under the
foregoing from time to time by the United States Department of
Health and Human 8emicoa, all as amended from time totime.
W . "Implementation Scope" means
the scope ofservices and project duration, described <nthe Service
Order Form, that iaincluded inthe implementation price for the
Customer implementation. The Implementation Scope will be
determined by Vendor based on the scope that it deems
appropriate for an organization with Customer's size and lines of
business.
U) Named User. "Named User" means o named individual
to whom Customer has granted access to use the Software on
Customer's behalf.
(k) P1_ErIgI ^P1 Error 11means onError inthe Software that
(i)causes all ofCustomer's Named Users etalocation orfacility to
be unable to on0000 or use any of the critical functions of the
Software, and for which no workaround isavailable
in the Software that poses a material risk of a Breach of PHI that is
Unsecured Protected Health Information (as defined in the BAA).
(1) P2 Error. "P2 Error" means an Error in the Software that
causes either (i) some of Customer's Named Users to be unable to
access or use any of the critical functions of the Software, or 00
some, but not all, ofthe critical functions of the Software tobe
inaccessible ornon-functional for all ofCustomer's Named Users
etolocation orfacility, ineither case where there isnoworkaround
available.
^P8Enor ifmeans enError |nthe Software ianot
aP1Error orP2Error.
(n) Product Enhancements. "Product Enhancementsil
means any new features, new modules, or other extensions or
modifications of the Software requested by Customer and
developed by Vendor pursuant to a Service Order Form or Service
Change Form. "Product Enhancements" does not include new
features, new modules, or extensions or modifications of the
Software tothe extent incorporated into egeneral Update.
(o) Service Order Form. "Service Order Form" means a
document signed by authorized representatives of both parties and
itemizing the Software and services purchased by Customer
(p) Software. "Software" means those computer programs
designated on one or more Service Orders Fnmoo or 8amico
Change Forms tnbeprovided tnCustomer byVendor hereunder,
including any Product Enhancements and Updates relating thereto
that may beprovided hereunder orthereunder, and any derivative
works ofthe foregoing.
(q) . "Support" means the ongoing aemiooa by
Vendor tosupport the Software aadefined |nSection 3below.
hj . "Update" means any patch, bug fix, re|eooe,
version, modification orsuccessor tothe Software.
z. License
(a) License. During the Term and subject tnthe terms and
conditions ofthis Agreement, Vendor hereby grants toCustomer o
nnn-excuaive, non-tnsnsfensb|e, non-mubUcenaeb\e right and
license toaccess and use the Software |nobject code form for its
|ntamo\ business purposes only. The license in the preceding
sentence is limited to the number of Named Users for which
Customer has paid in accordance with the applicable Service
Order Form orService Change Form, and tnCustomer's external
auditors tothe extent required tnperform anaudit ofCustomer or
its facilities. All rights \nand tothe Software not expressly granted
hana|n are reserved to Vendor.
0b) License and Use Restrictions. Customer ehe|\ not,
d|nact|y, ind|rectly, a|ona, or with another p () oopy,
d|aamsemb|e, reverse eng|noer, or deoompi|o the Software; (U)
modUy, create derivative works based upon, or translate the
Software; (iV)transfer orotherwise grant any rights in the Goftmana
Page I of 10
202107
QUALIFACTS TM
in any form to any other party; (iv) take any action or omit to take
any action constituting information blocking as defined in 42 U.S.C.
§ 300jj-52 and regulations thereunder in connection with this
Agreement, nor shall Customer attempt to do any of the foregoing
or cause or permit any third party to do or attempt to do any of the
foregoing, except as expressly permitted hereunder.
(c) Customer Feedback. Vendor shall have, and Customer
hereby grants to Vendor, a perpetual, worldwide, transferable,
sublicensable, irrevocable, royalty -free right and license to use,
modify, or incorporate into the Software, Support, Product
Enhancements, or any other Vendor products and services any
ideas, suggestions, enhancements, recommendations, or other
feedback provided by or on behalf of Customer.
(d) Customer Data. Customer owns all right, title and interest
in the Customer Data. Customer hereby grants to Vendor, a non-
exclusive, non -transferable, non-sublicensable right and license to
use, copy, transmit, modify and display the Customer Data solely
for purposes of Customer's use of the Software and for providing
benchmarking services and reports that do not uniquely identify
Customer. Vendor shall not use the Customer Data except as
necessary to perform its obligations hereunder or otherwise
permitted or required by this Agreement, including the BAA.
(e) Named Users; Security. Customer is solely responsible
for maintaining the security of all usernames and passwords
granted to it or its Named Users, for the security of its information
systems used to access the Software, and for its users' compliance
with the terms of this Agreement. Vendor has the right at any time
to terminate access to any user if Vendor reasonably believes that
such termination is necessary to preserve the security, integrity, or
accessibility of the Software or Vendor's network.
3. Support and Training.
(a) Services Generally. Except as set forth herein, Vendor
shall provide services and support as specified on the applicable
Service ~:Order Forni or Service Change Form. Support does not
include, and Vendor is not obligated to provide services for, (i)
development of Product Enhancements, or (ii) any Service Change
(as defined in Section 4(b) below).
(b) Updates. Vendor shall deliver to Customer any Updates
of the Software at no charge unless the Update includes third party
components for which additional charges apply.
(c) Customer System Administrators. Customer shall at all
times have at least one and no more than five designated
Customer System Administrators, who will be the primary points -
of -contact between Vendor and Customer for support issues.
Customer System Administrators must also be Named Users.
Customer may only change a Customer System Administrator
upon written notice (which may be by email) to Vendor.
(d) Support Procedures. Customer shall route all Software -
related support questions to a Customer System Administrator. If
the Customer System Administrator is unable to resolve the issue,
then the Customer System Administrator may contact Vendor for
support. Support is available during normal business hours as set
forth in the Service Order Form. After-hours telephone support is
available to Customers for P1 Errors.
(e) Error Response Times. In the event of a P1 error, Vendor
shall provide a preliminary response to Customer within 60 minutes
of its awareness of the Error and shall use its reasonable efforts to
provide updates to Customer every three hours until the Error is
resolved. In the event of a P2 Error, Vendor shall provide a
preliminary response to Customer within 4 hours during normal
business hours or by 10 AM Central Time the next business day if
reported after normal business hours. In the event of a P3 Error,
Vendor shall provide a preliminary response to Customer within
one business day of its awareness of the P3 Error and shall use its
reasonable efforts to provide updates to Customer once every
week until the P3 Error is resolved.
(f) Error Correction Times. Vendor shall use commercially
reasonable efforts to correct all Errors. For P1 Errors, Vendor shall
use its best efforts to correct the P1 Error or provide a reasonable
workaround within 4 hours of its awareness of the P1 Error. For
P2 Errors, Vendor shall use its best efforts to correct the P2 Error
or provide a reasonable workaround within 3 business days of its
awareness of the P2 Error. Customer shall provide such access,
information, and support as Vendor may reasonably require in the
process of resolving any Error.
(g) Support Exclusions. Vendor is not obligated to correct
any Errors or provide any other support to the extent such Errors
or need for support were created in whole or in part by:
(i) the acts, omissions, negligence or willful misconduct
of Customer, including any unauthorized modifications of the
Software or its operating environment;
(H) any failure or defect of Customer's or a third party's
equipment, software, facilities, third party applications, or
Internet connectivity (or other causes outside of Vendor's
firewall, but not excluding failures or defects of Vendor's
connectivity or hosting vendors);
(iii) Customer's use of the Software other than in
accordance with the Software's documentation; or
(iv) a Force Majeure Event.
(h) Support Fees. Vendor has the right to bill Customer at its
standard services rates for any support issues excluded by Section
3(g) above.
(i) Hosting Service Levels. Vendor shall provide hosting for
the Software. Provided that Customer is current with respect to all
amounts owing to Vendor hereunder, Vendor shall comply with the
following service level agreement with respect to the production
environment:
(i) Vendor shall provide Customer with Software
availability ("Uptime") of at least at 99% during any calendar
month beginning the first full calendar month after the Go -Live
Date, calculated on a monthly basis and subject to the
exceptions below.
(ii) The Software is considered unavailable for any
period of time (measured in minutes) ("Downtime") during
which the Software is materially impaired such that Customer
or its Named Users cannot access the Software on Vendor's
servers. Downtime does not include periods of time during
which the Software is unavailable as a result of (a) Scheduled
Maintenance, (b) the acts, omissions, negligence or willful
misconduct of Customer, (c) any failure or defect of
Customer's or a third party's equipment, software, facilities,
third party applications, or internet connectivity (or other
causes outside of Vendor's firewall), (d) unplanned
maintenance to implement urgent security patches or to
address other urgent information security matters, or (e) a
Force Majeure Event.
(iii) "Scheduled Maintenance" means any planned
maintenance by Vendor that might cause the Software to be
unavailable to Customer or its Named Users. Vendor shall not
perform Scheduled Maintenance between the hours of 7:00
AM and 9:00 PM Central Time. Vendor shall make
commercially reasonable efforts to notify Customer by e-mail
at least 3 business days in advance of any Scheduled
Maintenance.
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13 QUALIFACTS
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(iv) For any calendar month in which Uptime is less than
99%, Vendor shall issue a credit (a "Service Level Credit")
against Customer's next invoice in an amount determined
according to the following percentages of monthly recurring
charges for the affected Software (excluding any one-time
fees that Customer is paying on a monthly amortized basis):
UpUme
Credit
/t least 80% but leas than
5%
At least 8Oq6but less than
25.&
90%
Less than 80%
50%
00 Correction ofErrors aodefined
in this Agreement and the Service Level Credits oeset forth above
are Customer's sole remedies for any Errors inthe Software or any
failure by Vendor tomeet the UpUmocommitment set forth herein,
except for the termination in Section below.
00 . Vendor shall provide training aespecified onthe
applicable Service Order Form orService Change Form.
4. Implementation
(a) PooiuctJPlmn. Upon execution ofthe Service Order Form,
the parties shall create and agree upon o plan inwriting that 1e
consistent with the Implementation Scope for the completion ofthe
project (the "Project Plan"). Vendor and Customer shall develop
and implement the Software |naccordance with this Project Plan.
(b) . Customer may request changes too
Service Order Form or Project p|on by delivering a written
statement ofthe desired changes (a "Service Change Request").
Upon receipt of Service Change Raqueat, if Vendor is willing to
consider implementing the changes, Vendor shall prepare ewritten
atatemen�inc|ud|ngany estimated impact ofthe requested change
oncosts and onthe Project Plan (a^8omiobChange Fonn^). Once
o Service Change Form has been executed by authorized
representatives of both parties, then Vendor ahoU develop or
implement the Software in accordance with the original Service
Order Form as amended by the Service Change Fonn, and the
executed Service Change Form will bodeemed anamendment to,
and epart of, the Service Order Form towhich itrelates. For further
clarification, Vendor is not obligated to implement changes to a
Service Order Form other than pursuant toaService Change Form
executed byauthorized representatives ofboth parties.
(c) Adiustments for Customer Delays. The Implementation
Scope and Project Plan are based on Vendor's determination of
best practices for a successful implementation. If Customer wishes
to delay the implementation due to no fault of Vendor, Vendor may
begin invoicing Customer on the Billing Commencement Date.
Customer acknowledges that if an implementation is delayed,
Vendor may redeploy the current project team to another
implementation and cannot guarantee the same team will be
available to return to the project once it resumes. Additionally, if
through no fault of Vendor, the timeline exceeds what was
specified in the Implementation 8copa. Vendor will prepare a
Statement of Work for the remaining time required and Customer
shall pay for the additional hours at the then current time and
materials rates.
(d) Product Enhancements.
W Customer may request Product Enhancements, and
Customer ohoU pay for the development of any Product
Enhancements that Vendor agrees todevelop. Vendor imnot
obligated to develop any Product Enhancements except
pursuant to a mutually -agreed upon Service Order Form,
Service Change Form or Statement of Work specifying the
Product Enhancements to be developed and any applicable
pricing, if other than standard time and materials.
(ii) Upon execution ofeService Order Form, Service
Change Form or Statement of Work specifying Product
enhonuements, the parties aho| adhere tothe process set
forth in this Section for designing, developing. implementing,
and testing the Product Enhancements.
(iiV /t no charge to Customer, Vendor shall modify the
Software to implement any changes mandated by Federal
regulatory changes that are applicable toall customers.
(iv) Tothe extent that aCustomer requires amodification
to the Software to implement changes mandated by a poyor
or MCD, that modification will be treated as a Product
Enhancement for all affected customers, and Vendor shall
provide that Product Enhancement atits then current time and
materials rates, and Customer and all other customers
affected by that same change shall pay an equal pm rate
portion ofthe total cost.
5. Financial Terms
(a) Fees. In return for the products, services and licenses
provided by Vendor to Customer hereunder and pursuant to the
applicable Service Order Form or Service Change Form, Customer
shall pay to Vendor the fees in the amount and on the schedule set
forth on the Service Order Form or Service Change Form. Unless
specified to the contrary on a Service Order Form or Service
Change Form, monthly recurring fees will commence upon the
Billing Commencement Date; if the Billing Commencement Date is
not the first of the month, the fees for that month will be pro -rated
based on the number of days remaining in that month. Fees for
add -on modules will commence upon the Go -Live Date for each
such modules. All dollar amounts refer to U.S. dollars.
(b) Expenses. Customer ohe{ reimburse Vendor for its
reasonable and necessary expenses (including travel and travel-
related
(c) Billing Practices. Vendor bills all time -based charges in
quarter hour increments. For services provided on -site on
Customer premises that require travel of more than 50 miles,
Customer shall 9ayfor aminimum nf8hours for each such day of
eem|�s | t |ti
(d) Payment Terms. Vendor shall invoice Customer monthly
in advance for all recurring charges, which invoices will also include
all non -recurring charges and expenses incurred since the
previous invoice. Customer shall pay all Vendor invoices within 30
days of the invoice date. If Customer is delinquent in payment of
any portion of an invoice that it has not disputed in good faith,
Vendor may, in addition to other remedies it may have, including
termination, limit any or all of Customer"s Named Users to read-
only access to the Software. Customer agrees to pay interest on
delinquent amounts at the rate of one and one half percent (lY2%)
per month (or, if lower, the maximum amount permitted by law) that
a payment is overdue. If Vendor takes any legal action to collect
on delinquent amounts, Customer shall reimburse Vendor for its
actual costs incurred in pursuing such action, including but not
limited to legal fees and court costs.
(e) Taxes . Customer shall pay h Ure|mburseVendorior
all sales taxes and other taxes, however characterized by the
taxing authodty, based upon the license fees or other charges
under this Agreement or otherwise incurred on account of
Customer's use ofthe Software, except for any taxes based upon
Vendor's net income orgross receipts orfor any franchise orexcise
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202107
Alm. QUA
taxes owed by Vendor. If Customer is a tax-exempt organization,
then, upon Vendor's receipt of proof of such status, then Vendor
shall not charge Customer for any taxes from which Customer is
exem pt.
(f Product Innovation Increases. In order to support
Vendor's ongoing research and development of the Software,
commencing 12 months from the Term Start Date, Customer's
Monthly Recurring Charges will automatically increase on an
annual basis by 3.50 % of the monthly Software enterprise fee.
L I FACTS'"
6. Term and Termination
(a) Term. This Agreement commences on the Effective Date
hereof and will continue for an initial term of 60 months from the
latter of the Effective Date or the Term Start Date set forth in the
initial Service Order Form (the "Initial Term"). Thereafter, this
Agreement will automatically renew for an unlimited number of 60
month renewal terms (each, a "Renewal Term"), unless either party
notifies the other party of its intention not to renew at least 90 days
in advance of the expiration of the then current term. The "Term" of
this Agreement shall be the Initial Term and any Renewal Terms.
(b) Termination for Cause. Either party can terminate this
Agreement for cause upon written notice to the other party:
(i) if a party fails to pay the other party any delinquent
amounts owed to the other party hereunder within 10 days of
written notice by the other party specifying the amounts owed;
(ii) in the case of Vendor, immediately upon any breach
by Customer of Section 2(b) above;
(iii) if the other party has committed any other material
breach of its obligations under this Agreement (including,
without limitation, the BAA) and has failed to cure such breach
within 45 days of written notice by the non -breaching party
specifying in reasonable detail the nature of the breach (or, if
such breach is not reasonably curable within 45 days, has
failed...'to begin and continue to work diligently and in good faith
to cure -such breach); or
(iv) upon the institution of bankruptcy or state law
insolvency proceedings against the other party, if such
proceedings are not dismissed within 30 days of
commencement.
(c) Termination for Repeated SLA Violations. If Vendor fails
to achieve the Service Level Agreements specified in Section 3(i)
above for any 3 consecutive months, or for any 6 months during
any 12 consecutive month period, then Customer has the right to
terminate this Agreement on 90 days prior written notice delivered
at any time during the 60 day period immediately following the
month in which the termination right first arises.
(d) Obligations Upon Termination. Upon termination of this
Agreement:
(i) To the extent that Customer has not obtained an
electronic copy of its Customer Data through any export
functionality of the Software and requests an electronic copy
of its Customer Data within 30 days of termination, then
Vendor shall, send Customer an electronic copy of its
Customer Data in a structured file export within 30 days of
receipt of the request and Customer shall pay Vendor a fee for
such export of $150 per hour;
(ii) Vendor shall immediately terminate access to the
Software by Customer and its Named Users; and
(iii) if the Agreement is wrongfully terminated by
Customer, or if Vendor terminates the agreement due to a
breach by Customer, then, in addition to any other remedies
that may be available to Vendor, Customer shall pay Vendor
a termination fee equal to the then current minimum monthly
recurring fees multiplied by the number of months remaining
in the then current term.
7. Confidentiality
(a) Definition of Confidential Information. "Confidential
Information" means any and all tangible and intangible information
(whether written or otherwise recorded or oral) of a party that:
(A) derives independent economic value, actual or potential, from
not being generally known to, and not being readily ascertainable
by proper means by, other persons who can obtain economic value
from its disclosure or use and is the subject of efforts that -are
reasonable under the circumstances to maintain its secrecy; or
(B) the disclosing party designates as confidential or, given the
nature of the information or the circumstances surrounding its
disclosure, reasonably should be considered as confidential.
Confidential Information includes, without limitation: (i) nonpublic
information relating to a party's technology, customers, business
plans, promotional and marketing activities, finances and other
business affairs; (ii) third -party information that Company is
obligated to keep confidential; (iii) the material terms and
conditions of this Agreement; and (iv) any nonpublic information
relating to any activities conducted hereunder.
(b) Exclusions. Notwithstanding the above, the term
"Confidential Information" does not include any information that is:
(i) readily discernible from publicly -available products or
literature; or
(ii) approved for disclosure by prior written permission of
an executive officer of the disclosing party; or
(iii) protected health information, as defined under
HIPAA (because such information is subject to the provisions
of the BAA).
(c) Confidentiality of Confidential Information. Each party
receiving Confidential Information from the other party shall
maintain the confidentiality of the Confidential Information. The
receiving party shall only use or disclose to any third party the
disclosing party's Confidential Information (i) for Vendor or
Customer to perform its obligations or exercise its rights under this
Agreement and when the third party is required to protect the
confidentiality of the Confidential Information, (ii) in accordance
with Section 7(d) or 7(e), or (iii) with the disclosing party's express
written authorization.
(d) Required Disclosures. A receiving party may disclose
Confidential Information -of the disclosing party as required to
comply with binding orders of governmental entities that have
jurisdiction over it or as otherwise required by law, provided that
the receiving party (i) gives the disclosing party reasonable written
notice to allow it to seek a protective order or other appropriate
remedy (except to the extent compliance with the foregoing would
cause the receiving party to violate a court order or other legal
requirement), (ii) discloses only such information as is required by
the governmental entity or otherwise required by law, and (iii) and
uses its best efforts to obtain confidential treatment for any
Confidential Information so disclosed.
(e) Communications. Notwithstanding anything to the
contrary, this Agreement shall not be construed to prohibit or
restrict any communication in a manner that violates the Condition
of Certification at 45 C.F.R. § 170.403(a). Further, Customer shall
not impose any prohibition or restriction on any third party that
prohibits or restricts any communication in a manner that violates
the Condition of Certification.
(fl Return of Information. If a disclosing party so requests at
any time, the receiving party shall return promptly all copies,
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202107
TM
QUALIFACTS
•
extracts, or other reproductions in whole or in part of the
Confidential Information in its possession.
(g) Survival. The parties hereto covenant and agree that this
Section 7 will survive the expiration, termination, or cancellation of
this Agreement for a period of 3 years, except for Confidential
Information described in Section 7(a)(A), with respect to which this
Section will survive the expiration, termination, or cancellation of
this Agreement for so long as such Confidential Information
remains a trade secret.
8. Indemnification
(a) Indemnification. Each party shall indemnify the other, the
other's Affiliates, and all of their stockholders, officers, directors,
agents, and employees (each, an "Indemnified Party") at all times
from and after the Effective Date against any liability, loss,
damages (including punitive damages), claim, settlement payment,
cost and expense, interest, award, judgment, diminution in value,
fine, fee, and penalty, or other charge, including reasonable legal
expenses, arising out of or relating to any claim by an unAffiliated
third party (i) alleging that the use in accordance with this
Agreement of the Software or the services infringes or
misappropriates any intellectual property rights of the unAffiliated
third party (only in the case of Vendor as the indemnifying party),
(ii) alleging that Vendor's use of the Customer Data, in accordance
with this Agreement, infringes or misappropriates any intellectual
property or privacy rights of the unAffiliated third party (only in the
case of Customer as the indemnifying party), (iii) alleging negligent
or other improper acts or omissions in the provision of health care
items or services to patients (only in the case of Customer as the
indemnifying party); or (iv) that arises or is alleged to have arisen
solely out of the intentional misconduct of the indemnifying party
(each a "Third Party Claim"). Notwithstanding the foregoing, if the
Software becomes the subject of such a claim of infringement then
Vendor may, at its option: (x) procure for Customer the right to use
the Software free of any liability for infringement; (y) replace or
modify the Software to make it non -infringing but with reasonably
comparable functionality; or (z) if Vendor determines that the
previous two options are not available on a commercially
reasonable basis, grant to Customer a credit for the unused portion
of any prepaid access rights fees and refund any deposits paid by
Customer for the affected Software. Furthermore, Vendor has no
liability for, and no obligation to indemnify Customer against, any
Third Party Claim arising or alleging based in whole or in part on
use of the Software other than as specified in this Agreement, or
its documentation, including use with third party hardware and
software products not specifically authorized by Vendor.
(b) Indemnification Process. The Indemnified Party shall
promptly notify the indemnifying party in writing of any Third Party
Claim, stating the nature and basis of the Third Party Claim, to the
extent known. The indemnifying party shall have sole control over
the defense and settlement of any Third Party Claim, provided that,
within fifteen (15) days after receipt of the above -described notice,
the indemnifying party notifies the Indemnified Party of its election
.to so assume full control. The foregoing notwithstanding, the
Indemnified Party shall be entitled to participate in the defense of
such Third Party Claim and to employ counsel at its own expense
to assist in the handling of such claim, except that the Indemnified
Party's legal expenses in exercising this right shall be deemed
legal expenses subject to indemnification hereunder to the extent
that (x) the indemnifying party fails or refuses to assume control
over the defense of the Third Party Claim within the time period set
forth above; (y) the Indemnified Party deems it reasonably
necessary to file an answer or take similar action to prevent the
entry of a default judgment, temporary restraining order, or
preliminary injunction against it; or (z) representation of both
parties by the same counsel would, in the opinion of that counsel,
constitute a conflict of interest. The Indemnifying Party shall not
settle any such Third Party Claim without the written consent of the
Indemnified Party, except for a complete settlement requiring only
the payment of money damages to be paid by the Indemnifying
Party.
(c) Sole Remedy. Indemnification pursuant to this Section is
the parties' sole remedy for any third party claim against the other
party in the nature of negligence, gross negligence, intentional
misconduct, intellectual property infringement, or invasion of
privacy.
9. Disclaimers and Limitations
(a) Disclaimer of Warranties. OTHER THAN AS
EXPRESSLY SET FORTH IN THIS AGREEMENT, VENDOR
MAKES NO, AND HEREBY DISCLAIMS ANY,
REPRESENTATIONS OR WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE,
THE SERVICES PROVIDED OR THE AVAILABILITY,
FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE OF
THE SOFTWARE. WITHOUT LIMITING THE FOREGOING,
EXCEPT AS SPECIFICALLY SET FORTH HEREIN, VENDOR
DISCLAIMS ANY WARRANTY THAT THE SOFTWARE, THE
SERVICES PROVIDED BY VENDOR, OR THE OPERATION OF
THE SOFTWARE ARE OR WILL BE ACCURATE, ERROR -FREE
OR UNINTERRUPTED. VENDOR MAKES NO, AND HEREBY
DISCLAIMS ANY, IMPLIED WARRANTIES, INCLUDING
WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, OF FITNESS FOR ANY PARTICULAR
PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF
DEALING OR COURSE OF PERFORMANCE.
(b) _Disclaimer of Consequential Damages. VENDOR HAS
NO LIABILITY 'WITH RESPECT TO THE SOFTWARE,
SERVICES, ITS OTHER OBLIGATIONS UNDER THIS
AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL,
EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE
DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF
PROFITS AND THE COST OF COVER) EVEN IF VENDOR HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(c) Limitations of Remedies and Liability. EXCEPT FOR
ANY CLAIMS SUBJECT TO INDEMNIFICATION HEREUNDER,
CUSTOMER'S SOLE REMEDIES FOR ANY ERROR
CONSTITUTING A BREACH OF THIS AGREEMENT BY
VENDOR ARE (i) CORRECTION OF ERRORS AS SET FORTH
HEREIN, (ii) IF APPLICABLE, THE REPROCESSING OF ANY
DATA THAT IS INCORRECT AS A RESULT OF THE BREACH,
AND (iii) APPLICATION OF ANY APPLICABLE SERVICE LEVEL
CREDITS AS DESCRIBED IN THIS AGREEMENT.
(d) EXCEPT FOR SERVICE LEVEL CREDITS APPLIED AS
DESCRIBED ELSEWHERE IN THIS AGREEMENT, VENDOR's
TOTAL LIABILITY TO CUSTOMER FOR ANY REASON AND
UPON ANY CAUSE OF ACTION INCLUDING WITHOUT
LIMITATION, BREACH OF CONTRACT, INDEMNIFICATION,
NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS,
AND OTHER TORTS, IS LIMITED TO ALL FEES PAID TO
VENDOR BY THE CUSTOMER IN RESPECT OF USER
LICENSES FOR THE SOFTWARE DURING THE SIX MONTHS
IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO
THE LIABILITY.
10. General
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UALI FACTS
(a) Ownership of Intellectual Property. Vendor owns all right,
title and interest in and to the Software and Documentation as well
as all Vendor trademarks and intellectual property rights in
connection therewith. To the extent that such rights do not
automatically vest in Vendor as works made for hire, Customer
hereby assigns any and all right, title and interest, including any
intellectual property rights, it may have or acquire with respect to
the Software and Documentation, and Customer agrees, at
Vendor's expense, to take any and all actions reasonably
requested by Vendor to secure such rights for Vendor. Customer
shall not challenge Vendor's ownership of the Software or
Documentation nor any part. thereof.
(b) Promotional Materials. Either party may include
statements, and may use the other party's name and logos, in its
website, commercial advertisements and promotional materials for
the sole purpose of indicating that Customer is a user of the
Software.
(c) Non -Solicitation. Customer shall not, during and for 2
years after the termination or expiration of this Agreement, by
either party and regardless of reason, hire or attempt to hire,
directly or indirectly, any person who, during the previous twelve
months, was an employee of Vendor. If Customer breaches this
paragraph, Customer shall pay Vendor liquidated damages in the
amount of six months of the employee's gross compensation. The
preceding liquidated damages remedy is in addition to, and not in
lieu of, any other remedy that Vendor may have in law or in equity.
(d) No Penetration Testing. Customer acknowledges and
agrees that certain laws prohibit any unauthorized attempt to scan,
test, or penetrate Vendor's computer systems. in no event shall
Customer or any third party acting on its behalf conduct any testing,
penetration testing, "white hat" hacking, scanning, or intrusion or
attempted intrusion into Vendor's system(s), platform, software,
and/or information technology security processes ("Testing")
without they --express prior written consent of an authorized officer
and General Counsel of Vendor in each instance.
(e) Authorized Access to Software and Documentation.
Customer shall not retain the services of any Competitor or its
Affiliates and Customer shall not allow any such Competitor or its
Affiliates to access, directly or indirectly, the Software and
Documentation. For purposes of this Agreement, (i) "Competitor"
means any person or entity who has an ownership interest in,
serves as a managing director of, or is engaged or employed by or
in a Competing Business, and (ii) "Competing Business" means the
business of developing, marketing, distributing, licensing, offering
or selling software and related services to behavioral health care
providers, including but not limited to software, software as a
service, and mobile applications for delivering digital solutions to
facilitate clinical treatment, scheduling, billing, forms management,
e-prescribing, electronic communications, with laboratories,
mobile/field, reporting, data management or related functions.
(f) Force Majeure. "Force Majeure Event' means any act or
event that (a) prevents a party (the "Nonperforming Party") from
performing its obligations or satisfying a condition to the obligations
of the other party (the "Performing Party") under this Agreement,
(b) is beyond the reasonable control of and not the fault of the
Nonperforming Party (including, but not limited to, any natural or
human -made disaster, public health emergency, public safety
incident, war, terrorist attack, civil insurrection, strike or other labor
unrest, telecommunication or internet service interruption, or act of
military, civil, or regulatory authority), and (c) the Nonperforming
Party has not, through commercially reasonable efforts, been able
to avoid or overcome. "Force Majeure Event' does not include
economic hardship, changes in market conditions, and
insufficiency of funds and does not excuse Customer's non-
payment of amounts due under this Agreement. If a Force Majeure
Event occurs, the Nonperforming Party is excused from the
performance thereby prevented and from satisfying any conditions
precedent to the other party's performance that cannot be satisfied,
in each case to the extent limited or prevented by the Force
Majeure Event. When the Nonperforming Party is able to resume
its performance or satisfy the conditions precedent to the other
party's obligations, the Nonperforming Party shall immediately
resume performance under this Agreement. The relief offered by
this paragraph is the exclusive remedy available to the Performing
Party with respect to a Force Majeure Event.
(g) Assignment. Customer shall not assign any of its rights
under this Agreement, except with the prior written consent of
Vendor. The preceding sentence applies to all assignments of
rights, whether they are voluntary or involuntary, by merger,
consolidation, dissolution, operation of law or any other manner.
Any change of control transaction is deemed an assignment
hereunder. Any purported assignment of rights in violation of this
Section is void.
(h) Notices. Notices under this Agreement shall be in writing
and sent to Vendor at Attn: Chief Financial Officer, Credible
Behavioral Health, Inc., 315 Deaderick St., Suite 2300, Nashville,
Tennessee 37238, and to Customer's Contact at the address as
set forth at the top of page one of this Agreement. Such notices
shall be deemed given (i) when personally delivered, (ii) on the
third business day after deposit, properly addressed and postage
pre -paid, when sent by certified or registered U.S. mail to the
address provided herein, or (iii) on the next business day when
sent with next -business -day instruction by recognized overnight
document delivery service to the address provided herein.
(i) Nature of Relationship. Vendor shall perform this
Agreement as an independent contractor to Customer, and nothing
contained herein shall be deemed to create any agency or other
relationship between the parties or any of their Affiliates. Neither
party shall have the right, power, or authority under this Agreement
to create any duty or obligation on behalf of the other party.
0) Governing Law; Venue. The laws of the State of
Tennessee (without giving effect to its conflict of laws principles)
govern all matters arising out of or relating to this Agreement and
the transactions it contemplates, including, without limitation, its
interpretation, construction, performance, and enforcement.
Except as set forth in Section 10(k) below, any claims or actions
regarding or arising out of this Agreement must be brought
exclusively in a court of competent jurisdiction sitting in Nashville,
Tennessee, and each party to this Agreement submits to the
jurisdiction of such courts for the purposes of all legal actions and
proceedings arising out of or relating to this Agreement. Each party
waives, to the fullest extent permitted by law, any objection that it
may now or later have to (i) the laying of venue of any legal action
or proceeding arising out of or relating to this Agreement brought
in any state or federal court sitting in Nashville, Tennessee; and (ii)
any claim that any action or proceeding brought in any such court
has been brought in an inconvenient forum.
(k) Arbitration. Any controversy or claim arising out of or
relating to this Agreement, or any breach thereof, must be resolved
by confidential binding arbitration in Nashville, Tennessee in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by
the arbitrator may be entered in any court having jurisdiction
thereof. Either party may, without inconsistency with this
Page 6of10
202107
U A L I FACT S
agreement to arbitrate, seek from a court any provisional remedy
that may be necessary to protect trademarks, copyrights, or other
rights or property pending the establishment of the arbitral tribunal
or its determination of the merits of the controversy. The parties
agree that the arbitrator has the power to award all costs of the
arbitration, including reasonable attorneys' fees and expenses, to
the prevailing party.
(1) Recovery of Litigation Costs. If any legal action or other
proceeding is brought for the enforcement of this Agreement, or
because of an alleged dispute, breach, default or
misrepresentation in connection with any of the provisions of this
Agreement, the unsuccessful party shall pay to the successful
party its reasonable attorneys' fees and other costs incurred in that
action or proceeding, in addition to any other relief to which the
successful party may be entitled.
(m) Waiver. 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.
(n) Severability. If any one or more of the provisions of this
Agreement should be ruled wholly or partly invalid or
unenforceable by a court or other government body of competent
jurisdiction, then (i) the validity and enforceability of all provisions
of this Agreement not ruled to be invalid or unenforceable will be
unaffected; (ii) the effect of the ruling will be limited to the
jurisdiction of the court or other government body making the
ruling; (iii) the provision(s) held wholly or partly invalid or
unenforceable would be deemed amended, and the court or other
government body is authorized to reform the provision(s), to the
minimum extent necessary to render them valid and enforceable in
conformity with the parties' intent as manifested herein; and (iv) if
the ruling, and/or the controlling principle of law or equity leading
to the ruling, subsequently is overruled, modified, or amended by
legislative, .j.udicial or administrative action, then the provision(s) in
question as originally set forth in this Agreement will be deemed
valid and enforceable to the maximum extent permitted by the new
controlling principle of law or equity.
(o) Entire Agreement. This Agreement (including, without
limitation, the BAA) and any Service Order Forms, Service Change
Forms and Statements of Work hereunder, constitute the final
agreement between the parties. In the event of any conflicts
between this Agreement, a Service Order Form, a Service Change
Form and/or a Statement of Work, the order of precedence is the
order set forth in this sentence, except to the extent that the
conflicting document expressly states its intention to override a
specific provision of the controlling document. To the extent of any
conflict between a provision of the BAA and any other provision of
this Agreement, the BAA provision shall control. It is the complete
and exclusive expression of the parties' agreement on the matters
contained in this Agreement. All prior and contemporaneous
negotiations and agreements between the parties on the matters
contained in this Agreement are expressly merged into and
superseded by this Agreement. The provisions of this Agreement
cannot be explained, supplemented or qualified through evidence
of trade usage or a prior course of dealings. In entering into this
Agreement, neither party has relied upon any statement,
representation, warranty or agreement of any other party except
for those expressly contained in this Agreement. There are no
conditions precedent to the effectiveness of this Agreement, other
than any that are expressly stated in this Agreement. Further, by
executing this Agreement and any Service Order Form or Service
Change Form, the parties expressly acknowledge and intend that
the terms contained in such documents related to the content and
manner of a request for access, exchange, or use of electronic
health information, including any and all terms related to fees,
reflect the parties' mutual agreement (in an arms' length
transaction without coercion) and meet the "content" and "manner
requested" conditions of the Content and Manner Exception at 45
C.F.R. §§ 171.301(a) and (b)(1), respectively.
(p) Amendments. The parties can amend this Agreement
only by a written agreement of the parties that identifies itself as an
amendment to this Agreement. Notwithstanding the foregoing, in
the event that Vendor reasonably determines that a change in a
statute, regulation or other law requires an amendment to this
Agreement, then Vendor may amend this Agreement as necessary
to bring this Agreement into compliance with the law by delivering
written notice to Customer. The amendment shall be effective upon
the earlier of the effective date of the change in law or a date at
least 60 days after delivery of the written notice. In the event that
Customer objects to the amendment, Customer may terminate this
Agreement upon 60 days advance written notice to Vendor unless
Vendor agrees to withdraw the amendment.
(q) No Third Party Beneficiaries. No provision of this
Agreement is intended to confer, nor shall anything herein confer,
upon any person other than the parties and the respective
successors or assigns of the parties, any rights, remedies,
obligations, or liabilities whatsoever, and any implication to the
contrary is expressly disclaimed by each party.
(r) Survival of Certain Provisions. Each party hereto
covenants and agrees that the provisions in Sections 1, 2(b), 9,
and 10 in addition to any other provision that, by its terms, is
intended to survive the expiration or termination of this Agreement,
shall survive the expiration or termination of this Agreement.
(s) No Federal Claims. Both parties agree that the Software
is proprietary operating/vendor software as that term is used in of
45 CFR 95.617(c) and is not subject to any state or federal claims
or rights.
(t) Counterparts. This Agreement may be executed and
delivered by facsimile or other electronic means in separate
counterparts, each of which shall constitute an original, but all such
counterparts shall constitute one and the same instrument.
Manually -executed counterparts may be delivered in faxed or
scanned electronic form, each of which (whether originally
executed or such a faxed or scanned electronic document) shall be
deemed an original, and all of which together shall constitute one
and the same instrument. In making proof of this Agreement, it
shall not be necessary to produce or account for more than one
counterpart hereof signed by each of the parties.
(u) Authorized Representatives. The individual signing on
behalf of each party below represents and warrants to the other
party that such individual is authorized to enter into this contract on
behalf of, and to bind, the party for which he or she is signing.
Page 7of10
202107
. Mg-M
UALI ''ACTbjo*k T'�
GRANT INTEGRATED SERVICES
By:
Print: s A too e
Title:�dsnt�+tssxd�4r cifG�i�'
Date:
Page 8 of 10
202107
CREDIBLE BEHAVIORAL HEALTH, INC.
By:
Print: Jeremy Landa
Title: CFO
Date: Jun 7,2022
C)-, QUALIFACTS TM
0
Exhibit A
BUSINESS ASSOCIATE AGREEMENT
AND (IF APPLICABLE) QUALIFIED SERVICE ORGANIZATION AGREEMENT
1. Status of Parties under HIPAA and Part 2. The
parties acknowledge and agree that Customer is a Covered
Entity or is a Business Associate to one or more Covered
Entities under the Health Insurance Portability and
Accountability Act of 1998 and the regulations promulgated
thereunder from time to time by the United States Department
of Health and Human Services (collectively, and together with
the Health Information Technology for Economic and Clinical
Health Act, all as amended from time to time, "HIPAX) and
Vendor is a Business Associate under HIPAA when Vendor
performs services involving the creation, receipt, maintenance,
transmission, use, or disclosure of PHI for or on behalf of
Customer "Services"). Ifthe Services involve Substance
Use Disorder Records of any Customer operations that
constitute a program (the "Part 2 F,oQmsnf) as defined in the
federal alcohol and drug rehabilitation regulations ot42C.F.R.
Part (^PmrtZ). then Vendor also will be a Qualified 8arNoo
Organization (as defined et42O.F.R.02.11).
2. Definitions.
2.1 Capitalized terms used but not otherwise
defined in this Exhibit shall have the meanings ascribed in
H|PAAorPart 2.as applicable (whether ornot such terms are
capitalized therein).
2.2 "Effective Date" means the data indicated on
the signature page ofthis Agreement or, iflater, the first date
upon which Vendor receives, aocemeeo, creates, transmits, or
2.3 "ElectronicPH7 means PHI that is Electronic
Protected Health Information.
2.4 "PW means Protected Health Information
received or accessed by Vendor from oronbehalf ofCustomer
mcreated, transmitted, mmaintained byVendor for oronbehalf
of Customer.
2.5 ^Substanoe Use Disorder Records" means
the subset nfPHI that constitutes Records (as defined et42CFR
3. Permifted Uses. Subject to the restrictions set forth in
this Exhibit regarding Substance Use Disorder Records, and
subject to the other limitations set forth in this Exhibit or in other
provisions of this Agreement, Vendor may use PHI for the
following purposes:
0 eonecessary toperform the Services;
00 tncarry out its legal responsibilities;
(iii) for the proper business management and
administration of Vendor;
(iv) to provide Data Aggregation services relating to
the Health Care Operations of Customer;
(v) to de -identify PHI in accordance with the
standards set forth under H|PAA;
(vV ooRequired ByLaw.
4. Permifted Disclosures. Subject to the restrictions set
forth in this Exhibit regarding Substance Use Disorder Records,
and subject to the other limitations set forth in this Exhibit or
other provisions of this Agreement, Vendor may disclose PHI for
the following purposes:
0 omnecessary tnperform the Services;
(ii) for the proper business management and
administration of Vendor or to carry out its legal
responsibilities, if Required By Law or if Vendor has
obtained reasonable assurances that the recipient will
(A) hold such PHI |nconfidence, (e) use orfurther disclose
/t only for the purpose for which it was received or as
Required ByLaw, and (C)notify Vendor ofany instance of
which the recipient becomes aware in which the
confidentiality ofsuch PHI has been breached; and
(ii0 as otherwise Required ByLaw.
5. Prohibited Uses and Disclosures.
5.1 Subject to Customer's compliance with its
obligations set forth in Section 18 as applicable and except as
otherwise expressly permitted in this Agreement, Vendor shall
not use or further disclose PHI in a manner that would violate
HIPAA or Part 2 (if applicable) if done by Customer.
5.2 If Customer notifies Vendor that Customer has
boundagreed to be by a"".io=" restrictions w/the uses or
disclosures of PHI pursuant to Section 18, Vendor shall be
""=." by such additional restrictions and shall not use or
disclose PHI in violation of such additional restrictions.
5.3 Vendor shall not sell PHI orotherwise receive
remuneration, directly or indirectly, in for PHI;
provided, however, that this prohibition shall not affect payment
to Vendor byCustomer for performance ofthe Services,
6Any disclosure to a
Subcontractor oragent orVendor shall bepursuant hoewritten
agreement between Vendor and such Subcontractor oragent
containing substantially the same restrictions and conditions on
the use and disclosure of PHI as are set forth in this Exhibit
if appUceb|a, the provisions hereof regarding
Substance Use Disorder R000rdo).
7. . Vendor shall request, access,
use, and disclose only the minimum amount ofPHI necessary,
inaccordance with H|PAA.toperform the Services.
8. Certain Privacy Rule Compliance. To the extent that
Page 9 of 10
202107
U A L I FACT S'm
9. Part 2 Program Reguirements. Vendor
acknowledges that, with respect to Substance Use Disorder
Records (if any), Vendor is obligated to comply with Part 2.
Vendor (i) shall use, disclose, and release Substance Use
Disorder Records in accordance with Part 2 and (ii) if necessary,
will resist in judicial proceedings any efforts to obtain access to
Substance Use Disorder Records except as permitted by Part
2.
10. Safeguards. Vendor at all times shall maintain
administrative, physical, and technical safeguards that
reasonably and appropriately protect the confidentiality,
availability, and integrity of Electronic PHI that it creates,
receives, maintains, or transmits in accordance with the
regulations set forth at 45 CFR § 164.308, 45 CFR § 164.310,
and 45 CFR § 164.312 and shall maintain policies and
procedures and other documentation in accordance the
regulations set forth at 45 CFR § 164.316. Vendor
acknowledges that such provisions apply to Vendor in the same
manner that they apply to Covered Entities.
11. Breach Investigation and Reporting.
11.1 As soon as practicable following any actual or
reasonably suspected use or disclosure of PHI that is not
permitted or required by this Exhibit (an "Impermissible Use or
Disclosure"), Vendor shall assess whether such actual or
suspected Impermissible Use or Disclosure was of PHI that is
Unsecured Protected Health Information and, if so (or if Vendor
cannot determine conclusively to the contrary), Vendor shall
make an evaluation of whether there is a low probability that the
PHI has been compromised. In making such evaluation, Vendor
shall conduct a risk assessment that considers, at a minimum,
(i) the nature and extent of the protected health information
involved, ."Including the types of identifiers and the likelihood of
re identification, (ii) the unauthorized person who used the
protected health information or to whom the disclosure was
made, (iii) whether the protected health information was actually
acquired or viewed, and (iv) the extent to which the risk to the
protected health information has been mitigated, and Vendor
shall evaluate the overall possibility that the PHI has been
compromised by considering all of the above, and any other
relevant factors, in combination.
11.2 If pursuant to the evaluation described in
Section 11.1 Vendor determines that such Impermissible Use or
Disclosure constitutes a Breach of PHI that is Unsecured
Protected Health Information, Vendor shall provide Customer in
writing, without unreasonable delay but in no case later than 10
days following such determination, written notice setting forth
the date of discovery thereof, the identities of affected
individuals (or, if such identities are unknown at that time, the
classes of such individuals), a general description of the nature
of the incident, and such other information as is required
pursuant to HIPAA or reasonably requested by Customer.
Vendor shall supplement such notice with information not
avaylable at the time of the initial notification as promptly
thereafter as the information becomes available to Vendor.
11.3 For purposes hereof, Breach of PHI that is
Unsecured Protected Health Information shall be deemed
discovered by Vendor as of the first day on which the underlying
Impermissible Use or Disclosure is known to Vendor or, by
exercising reasonable diligence, would have been known to
Vendor, and Vendor shall be deemed to have knowledge of an
impermissible use or disclosure if such Impermissible Use or
Disclosure is known, or by exercising reasonable diligence
would have been known, to any person, other than the person
committing the Impermissible Use or Disclosure, who is a
workforce member of Vendor or an agent of Vendor (determined
in accordance with the federal common law of agency).
12. Security Incident and Impermissible Use or
Disclosure Reporting. Vendor shall report to Customer in
writing any (i) actual Impermissible Use or Disclosure or (ii)
Security Incident involving Electronic PHI, other than an
Unsuccessful Security Incident that involves an actual or
suspected impermissible use or disclosure of PHI, within 30
days of Vendor's discovery thereof. The parties acknowledge
and agree that this section constitutes notice by Vendor to
Customer of the ongoing occurrence of events that may
constitute Security Incidents but that are trivial, routine, do not
constitute a material threat to the security of PHI, and do not
result in unauthorized access to or use or disclosure of PHI
(such as typical pings and port scans), for which no additional
notice to Customer shall be required (each, an "Unsuccessful
Security Incident").
13. Mitigation. Vendor shall take all actions reasonably
necessary and shall cooperate with Customer as reasonably
requested to mitigate, to the extent practicable, any harmful
effect of any use or disclosure of PHI in violation of the terms
and conditions of this Exhibit or of any applicable law.
14. Access and Amendment. With respect to an
Individual as to whom Vendor maintains PHI, Vendor shall notify
Customer promptly upon receipt of a request from such an
Individual for access to or a copy of such Individual's PHI or to
amend such Individual's PHI. To the extent permitted under
HIPAA, and except as otherwise required upon the order of a
court of competent jurisdiction, (i) Vendor shall direct such
Individual to make such request of Customer and (ii) Vendor
shall not consent to such access, deliver such copy, or comply
with such request except as directed by Customer. With respect
to PHI maintained by Vendor in a Designated Record Set, to the
extent required by HIPAA, Vendor shall (i) make available PHI
to Individuals or Customer, as reasonably requested by
Customer and in accordance with HIPAA and (ii) upon receipt of
notice from Customer, promptly amend any portion of the PHI
so that Customer may meet its amendment obligations under
HIPAA.
15. Accounting for Disclosures. Vendor shall document
all disclosures of PHI by Vendor and information related to such
disclosures as would be required for Customer to respond to a
request by an Individual for an accounting of disclosures of PHI
in accordance with HIPAA. Vendor shall maintain such
information for the applicable period set forth in HIPAA. Vendor
shall deliver such information to Customer or, upon Customer's
request, to the Individual, in the time and manner reasonably
designated by Customer, in order for Customer to respond to a
request by an Individual for an accounting of disclosures of PHI
in accordance with HIPAA. The obligations set forth in this
section shall survive the expiration or any termination of this
Agreement and shall continue, as to a given instance of a
disclosure, until the earlier of (i) the passing of the time required
for such information to be maintained pursuant to HIPAA or
Page 10 of 10
202107
U A L I momACT S"
(ii) the delivery to Customer of all such information in a form and
medium reasonably satisfactory to Customer and the return or
destruction of all PHI as provided in this Exhibit.
16. Audit. If Vendor receives a request, made on behalf
of the Secretary of the Department of Health and Human
Services, that Vendor make its internal practices, books, and
records relating to the use or disclosure of PHI available to the
Secretary of the Department of Health and Human Services for
the purposes of determining Customer's or Vendor's compliance
with HIPAA, Vendor promptly shall notify Customer of such
request and, unless enjoined from doing so by order of a court
of competent jurisdiction in response to a challenge raised by
Customer or Vendor (which challenge Vendor shall not be
obligated to raise), Vendor shall comply with such request to the
extent required of it by applicable law. Nothing in this Exhibit or
any other provision of this Agreement shall waive any attorney -
client privilege or other privilege applicable to either party.
17. Compliance ,with Law. Vendor shall comply with all
applicable federal and state laws regarding individually
identifiable information contained in or associated with PHI,
including without limitation any state data breach laws or other
state laws regarding the protection of such information. Nothing
in this Exhibit or any other provision of this Agreement shall be
construed to require Vendor to use or disclose PHI without a
written authorization from an Individual who is the subject
thereof, or written authorization from any other person, where
such authorization would be required under federal or state law
for such use or disclosure.
18. obligations of Customer. Customer shall (i) notify
Vendor of any limitation in Customer's Notice of Privacy
Practices to the extent that such limitation may affect Vendor's
use or disclosure of PHI, (ii) notify Vendor of any changes in, or
revocation -of, permission by an Individual to use or disclose PH,
to the extent that such change may affect Vendor's use or
disclosure of PHI, (iii) notify Vendor of any restriction on the use
or disclosure of PHI to which Customer has agreed in
accordance with HIPAA, to the extent that such restriction may
affect Vendor's use or disclosure of PHI, and (iv) obtain any
authorization or consents as may be Required by Law for any of
the uses or disclosures 'of PHI necessary for Vendor to provide
to the Services.
19. Effect of Termination. Upon termination of this
Agreement, Vendor shall return to Customer or destroy all PHI
that Vendor maintains in any form and retain no copies of such
PHI or, if return or destruction is not feasible (including without
limitation if Vendor is required by applicable law or Vendor's
reasonable data backup procedures to retain any such PHI for
a time following termination), notify Customer thereof and
extend the protections of this Exhibit to the PHI and limit its
further use or disclosure to those purposes that make the return
or destruction of the PHI infeasible. The requirements of this
section shall survive termination or expiration of this Agreement
and shall be in force as long as any PHI remains in the custody
or control of Vendor.
20. Miscellaneous.
20.1 Interpretation. In the event of an inconsistency
between the provisions of this Exhibit and mandatory provisions
of HIPAA or Part 2, as amended, or its interpretation by any
court or regulatory agency with authority over either party
hereto, HIPAA or Part 2 (interpreted by such court or agency, if
applicable) shall control. Where provisions of this Exhibit are
different from those mandated under HIPAA or Part 2, but are
nonetheless permitted by such rules as interpreted by relevant
courts or agencies, the provisions of this Exhibit shall control.
Page 11 of 10
202107
Signature: a.
Email: jamie.gossen@qualifacts.com
Title: Mgr, Contracts
K22-144
8,40 E. Plum St et
low#& Moses Lake, WA 98837
r n w Phone: (569) 765-9239
P. havior-al
Fax., (509) 7,,1-1582
Consent Agenda Week
Week of 6/13/2022
Item
Service Order Form
Entity/Contracted Business
Credible Behavioral Health
Contract Number
n/a
-------------
Confidential
No
Description ----- - -- — -
-------- - ----------- ------ -- -- - ----- ------
This is a service order form to update our
------
contract with our electronic heaft�.hj
record program, We need to raise the number of users and with the discount
they are offering us, we are renewing our
agreement through 6/30/27.
Original Needed?
—Copies
No, scanned copy will work
Attached
One
Contact for Questions
Dell Anderson, Extension 5472
�V
N Cj A OU NP( C 0 �,I N"I I S 10 N E RIS
T
Outlook
RE: On -Call
From Rebekah M. Kaylor <rmkaylor@grantcountywa.gov>
Date Thu 12/5/2024 9:07 AM
To Linze Greenwalt <Igreenwalt@grantcountywa.gov>
Cc Dell A. Anderson <daanderson@grantcountywa.gov>
Yes.
Regards,
Rebekah Kaylor
Chief Deputy Prosecuting Attorney (Civil/Appellate)
Grant County Prosecuting Attorney's Office
PO Box 37
Ephrata, WA 98823
Phone: 509.754.2011 x3950
Fax: 509.754.6574
rm kaylo Agra ntcou ntywa.gov
The contents of this e-mail message, including any attachments, are intended solely for the use of the person or entity to whom the e-mail was
addressed. It contains information that may be protected by attorney -client privilege, work -product, or other privileges, and may be restricted from
disclosure by applicable state and federal law. If you are not the intended recipient of this message, be advised that any dissemination, distribution, or
use of the contents of this message is strictly prohibited. If you received this message in error, please contact the sender by reply e-mail. Please also
permanently delete all copies of the original e-mail and any attached documentation. Please be advised that any reply to this e-mail may be considered a
public record and be subject to disclosure upon request.
From: Linze Greenwalt <Ireenwalt@grantcountywa.gov>
Sent: Thursday, December 5, 2024 9:07 AM
To: Rebekah M. Kaylor <rmkaylor@grantcountywa.gov>
Cc: Dell A. Anderson <daanderson@grantcountywa.gov>
Subject: RE: On -Call
Sounds great. We good to move forward?
Thanks,
Linze
From: Rebekah M. Kaylor <rn kaylor grantcountx a,g v>
Sent: Thursday, December 5, 2024 9:04 AM
To: Linze Greenwalt <Igreenwalt, M'ra c.—ountvwa >
Cc: Dell A. Anderson < aan er o gr a tco � vwa,g >
Subject: RE: On -Call
Yes. It is helpful if there are questions in the future, which is why it is helpful to have it referenced as an
exhibit.
Regards,
Rebekah Kaylor
Chief Deputy Prosecuting Attorney (Civil/Appellate)
Grant County Prosecuting Attorney's Office
PO Box 37
Ephrata, WA 98823
Phone: 509.754.2011 x3950
Fax: 509.754.6574
rmkaylorC?grantcountywa.gov
The contents of this e-mail message, including any attachments, are intended solely for the use of the person or entity to whom the e-mail was
addressed. It contains information that may be protected by attorney -client privilege, work -product, or other privileges, and may be restricted from
disclosure by applicable state and federal law. If you are not the intended recipient of this message, be advised that any dissemination, distribution, or
use of the contents of this message is strictly prohibited. If you received this message in error, please contact the sender by reply e-mail. Please also
permanently delete all copies of the original e-mail and any attached documentation. Please be advised that any reply to this e-mail may be considered a
public record and be subject to disclosure upon request.
From: Linze Greenwalt <lgr enwalt pgrantcI� �y!�t,/,VA aMg JIV
Sent: Thursday, December 5, 2024 9:02 AM
To: Rebekah M. Kaylor <r kayl f grantcoqr
it,:%aag o }; >
Cc: Dell A. Anderson < a -in erso� � f��ear�tco,, nt,.iwa Rov>
Subject: RE: On -Call
When it goes to consent? I can.
Thanks,
Linze
From: Rebekah M. Kaylor <rrla;lgrat ount=3a;go=3>
Sent: Thursday, December 5, 2024 9:01 AM
To: Linze Greenwalt <Igreen i ar( gr ntcountvv3�a,g_ov>
Cc: Dell A. Anderson <daan erson grantcounty4%a,g ;,,>
Subject: RE: On -Call
Thank you. Were you planning on attaching it to the other contract?
Regards,
Rebekah Kaylor
Chief Deputy Prosecuting Attorney (Civil/Appellate)
Grant County Prosecuting Attorney's Office
PO Box 37
Ephrata, WA 98823
Phone: 509.754.2011 x3950
Fax: 509.754.6574
rm kaylorC?gra ntcou ntywa.gov
The contents of this e-mail message, including any attachments, are intended solely for the use of the person or entity to whom the e-mail was
addressed. It contains information that may be protected by attorney -client privilege, work -product, or other privileges, and may be restricted from
disclosure by applicable state and federal law. If you are not the intended recipient of this message, be advised that any dissemination, distribution, or
use of the contents of this message is strictly prohibited. If you received this message in error, please contact the sender by reply e-mail. Please also
permanently delete all copies of the original e-mail and any attached documentation. Please be advised that any reply to this e-mail may be considered a
public record and be subject to disclosure upon request.
From: Linze Greenwalt <Igree walt= rantco, ntyvg gov>
Sent: Thursday, December 5, 2024 8:06 AM
To: Rebekah M. Kaylor <r mka ice, ,((�; i an ro, ; v- 3>>
Cc: Dell A. Anderson < ad—nd er son ggntcouni >
� g�"
Subject: RE: On -Call
Here you go...
Thanks,
Linze
From: Rebekah M. Kaylor <ka'ylrg"a# c z=rtF' 'a,= g>
Sent: Wednesday, December 4, 2024 4:53 PM
To: Linze Greenwalt < gr nwal t @ grantcount ago >
Cc: Dell A. Anderson <daarde= sor ��ra=tc3a go=>
Subject: RE: On -Call
Do you have the original agreement for this? It's helpful if it is referenced as an exhibit and attached.
Regards,
Rebekah Kaylor
Chief Deputy Prosecuting Attorney (Civil/Appellate)
Grant County Prosecuting Attorney's Office
PO Box 37
Ephrata, WA 98823
Phone: 509.754.2011 x3950
Fax: 509.754.6574
rmkayIorr@grantcountywa.gov
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From: Linze Greenwalt <1g ee3n aft ,=g g ,g =>
w,
Sent: Tuesday, December 3, 2024 11:36 AM
To: Rebekah M. Ka for<rml<,a io r-)gr � t tyw-O >
Cc: Dell A. Anderson < as Berson, -ran� oun_v w a go >
Subject: On -Call
Importance: High
Hi there!
Attached is a service change form for us to add a package to our current electronic
health record. This is adding a client portal to our current setup. We are trying to get this
turned around and paid for by the end of the year. Would it be possible to have this
reviewed as soon as possible so we could get it on next week's agenda?
We would really appreciate it.
Thanks,
Linze