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HomeMy WebLinkAboutQuickMAR AgreementEncl User License Ag1 ·eement-CareSuite CareSuite® By QuickMAR® RECEIVED AUG 2 1 20'18 KITflTAS COUNTY SHERIFF ACCOU/1/TJNG Page 1 of 10 EHR Solutions Pharmacy Partners Company Careers Contact Us Support End User License Agreement THIS IS AN AGREEMENT BETWEEN YOU (''YOU" OR "THE LICENSEE") AND MED MANAGEMENT TECHNOLOGY (MMT) [SOFTWARE COMPANY] (''LICENSOR"). BY CLICKING ON THE ''I ACCEPT" BUTTON, YOU AGREE TO THE TERMS SET FORTH IN THIS END USER LICENSE AGREEMENT ("AGREEMENT"). IT IS IMPORTANT THAT YOU READ THIS ENTIRE AGREEMENT BEFORE CLICKING ON "I ACCEPT." IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT CLICK ON "I ACCEPT" AND DO NOT DOWNLOAD OR USE THE SOFTWARE (AS DEFINED HEREIN). YOU ARE ENCOURAGED TO PRINT THIS AGREEMENT NOW SO THAT YOU MAY REVlEW IT BEFORE PROCEEDING AND SO THAT YOU MAY HA VE A COPY FOR YOUR FILES. SECTION 1. LICENSE 1.1. License Grant. T..,icensor gra11ts to Licensee and Licensee accepts from Licensor for the duration of the te1m of this Agreement a non~exclusive, revocable, non-sublicensable and non-transferable license under Licensor's copyrights (the "License") in the United States for the term of this Agreement to download, install and use the machine-code version of the software together with any related technical specification documentation provided by Licensor (the "Documentation") (together, the "Software") on a single computer, If you are a Pharmacy, your license is limited to the following activities: (i) connect the Pharmacies' Records and systems with the Interface and MMT Software (Software); and (ii) permit the mhlml:file://\ \lolhlorien\file U ploads\work-requesls\32769\Quickmar contract 11-25-17 .mht 11/27/2017 End User Lic:cusc Agl'ccment-CarcSuite Page 2 of 10 ~.--· i "S to use whatever components of Software that are capable of being utilized ou g · e1~!!5~0 i• t]l2iis relating to the Pharmacies' provision of services to . ies_d .! ll~}'l. in ,, ~H 1 U l1J,1 mat io1:i, any information that may be transmitted from ·e to ~)/>Jhti-&!, &Jt K . 1.JU-filit fro filiddaj~ t o 1il}lannbe)[loo:b3era.ii ca1 mmr1s lniayl rettilnrntlrsigh~titiwati llJ N.1terS1tpport including all patent rights, copyrights and trademarks, in and to the Software and all derivative works. 1.3. Backup Copies. In addition to copies made pursuant to installation under Section 1.1 above, Licensee may make a copy of the Soilware for backup and archival purposes. Licensee must repmduce and include the copyright and trademark notices and any other notices that appear on the original Software on all copies, including backup and archival copies, and any media therefore. 1.4. Restrictions. Except as otherwise expressly permitted herein, Licensee and its principals, agents and employees shall not (and shall not allow any third party) to: (i) decompile, disassemble, or otherwise reverse engineer ( except to the extent that applicable law prohibits reverse engineering restrictions) or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Software by any means whatsoever, (ii) remove any product identification, copyright, trademark or other notices, (iii) provide, lease, lend, use for timesharing, service bureau or hosting purposes or otherwise use or allow others to use the Software to or for the benefit of third parties, including but not limited to entities with which the Licensee or the principals of the Licensee are affiliated in any way, (iv) modify, or, except to the extent expressly auth~rized herein, incorporate into or with other software or create a derivative work of any part of the Software, (v) disseminate information or analysis (including, without limitation, benchmarks) regarding the quality or performance of the Software from any source, without prior written authorization by Licensor, or (vi) use the output or other information generated by the Software (including, without limitation , output describing the structure of a software program) for any purpose other than use by the Software in accordance with its specifications, or (vii) share the application in a client/server or networked environment. SECTION 2. NO WARRANTY THIS SOFTWARE IS PROVIDED BY LICENSOR "AS-IS" AND WITH ALL FAULTS ACCEPTED, WITH NO WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND. NO DEALER, AGENT OR EMPLOYEE OF LICENSOR IS AUTHORIZED TO MAKE ANY mhtml:file://\\lothlorien\file Uploads\work-requcsts\32769\Quickmar contract 11-25-17 .mht 11/27/2017 End User License AgTeement-CareSuite Page 3 of 10 ;.-~"' ,'.G ATIONS, EXTENSIONS OR ADDITIONS TO THIS SECTION. LICENSOR .,• ;ogn n I· E.1·· 'ftl~~roNORWARRANTYOFANY .KINDWHETHER 0 ~ E r-· .-. ~ FACT ORBY OPERATION OF LAW) WITH RR CT T Y:1-~~l 'l>t . ROTHER MATERIALS PROVIDED BY LICENSOR. LICENSOR EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF N~~ltt'tllilliT~i~MEtnilnTN ~<iJ lttfu~1'A13 UdflWai1-tl:D l:'Ja~~s ~t&r-6RTICS\i1~R PURPOSE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE IS ERROR~ FREE OR THAT OPERATION OF THE SOFTWARE WILL BE SECURE OR UNINTERRUPTED. LICENSEE MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES,.IF ANY, SHALL BE LIMITED TO THE SHORTEST PERMISSIBLE DURATION. MOREOVER, IN NO EVENT WILL WARRANTIES PROVIDED BYLAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE. SECTION 3. SUPPORT AND MAINTENANCE 3..1. Support. During the ·period beginning on the date of installation and ending with the tennination of this license agreement (the "Support Period"), and provided Licensee and/or Pharmacy has paid the applicable fees (if any), Licensor shall provide support in accordance with Licensor's then-current policies. Any patches , updates, etc. provided as part of Software maintenance shall be included within the definition of Software for the purposes of this Agreement to the extent made available by Licensor. Licensor will not charge for this support, however Licensor reserves the right to charge if the demand for support becomes unreasonable . 3.2. Renewals. Licensor's obligation to provide the above-described support and maintenance and Licensee's and/or Pharmacy's obligation to pay the then-cunent applicable subscription fee shall renew automatically at the end of the Support Period, unless either Licensee or Licensor has given the other party prior written notice of cancellation at least thirty (30) days prior to the expiration of the Support Period. If Licensee elects not to renew support and maintenance for successive terms, Licensee may reenroll only upon payment of the applicable fee. 3.3. Training. Upon Licensee's request, Licensor will provide training to Licensee in accordance with Licensor's then current training offerings and at Licensor's then current prices at mutually agreed upon times and locations. In the event training services are mhtml:file://\ \lothlorieu\file Uploads\work.-requests\327 69\Quickmar contract 11-25-17 .mht 11/27/2017 Encl User License Agreement-C;u·eSuite Page 4 01 · 10 ~ t lo. cat ions otl1er than at Licensoi's premises, Licensee shall be responsible for al] ~~ ,1~1i re§'crit~l expenses related to providing such training services. 3.4. ta Sit hcQs~J~A)f¼b1&:n, if requested by Licensor, to participate in beta testing of subsequent releases of the Software and to provide feedback on functionality, in 1iii.iip emhit i Ql\SS ecillicyl·ntltty>ffiurtper:fo nn®KD\re ptmyri cs 6h1fcim.qi s etilim¥1cMsenab~1p.pq.utst. SECTION 4. FEES; PAYMENT TERMS. 4.1 License and Services Fees. The monthly fee for the License granted by the EULA and the Services (the "Fees") shall be calculated per Active Resident living in an Electing Facility during such month for which QuickMAR has been utilized to manage th~ir care, including but not limited to medication administration as detailed in pricing table below. "Active Resident" defined to mean, any individual listed in the MMT Software database for whom the MMT Software has been utilized for medication administration and/or management. If no medications are managed at the facility using MMT Software then a secondary definition of Active Resident will apply, based on which software modules are put into use. If modules other than the eMAR module are activated in the MMT Software then any resident that is designated Active, as defined in the software, on the last day of the billing period in the MMT Software will be considered an Active Resident. Fees shall be based on the current pricing table and/or agreement between MMT and Pharmacy and/or Licensee. For a copy of the current pricing table contact sales@quickmar.com. 4.2 General. The Fees shall not include taxes or duties of any kind levied by federal , state, municipal or other governmental authority which either MMT or .Pharmacy is required to pay with respect to the License and Support. 4.3 Payment Terms. MMT shall submit a detailed invoice to Licensee and/or Pharmacy for all Fees, Installation and Training Charges and/or Transfer Charges within 10 days after the end of each month. Pharmacy and/or Licensee shall remit payment within 30 days of the invoice date. MMT shall apply payments from Pharmacy and/or Licensee to the invoices specified by Pharmacy. SECTION 5. TERM AND TERMINATION. 5.1. Term. This Agreement shall commence on the Effective Date, and shall continue until terminated as provided herein. mhtml:file:/ /\ \lothlorien\fil e Uploatls\work.-requests\327 69\Quickmar contrnct 11-2S-17 .mht 11/27/2017 Encl User License Agreement· C,u-eSuite Page 5 of 10 5. 1' ·,,·nati on.Licensor may terminate this Agreement (a) for cause if Licensee an.d/or . arm t'€t8f p~;Cf ii' e tsa ch of this Agreement within thirty (30) days a:fl:er w · t ic O'f s h m•etc 1 r 4nm1ecli ately in the case of a breach of Section 1 A. Sec s 1.2,ij.}(, ~~~½m ~ all survive termination. Upon such termination for breach, Licensee shall immediately cease all use of the Software and return or destroy all c@1m. ®dl~~iS~ftwarth~fi(ili@~yrt-e;u1io.01t the r~\~},~O ce(tift)e&ful,icwmacfttl!Jstinaf1op~~itiot an exclusive remedy, and all other remedies will be available whether or not this Agreement is terminated. SECTION 6. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, LICENSOR SHALL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY (i) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID TO LICENSOR BY LICENSEE WITH RESPECT TO THE COPIES OF SOFTWARE THAT ARE THE SUBJECT OF THE CLAIM DURING THE TWELVE MONTH PERIOD PRIOR TO ACCRUAL OF THE CAUSE OF ACTION; (ii) FOR ANY SPECIAL,PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR ANY LOST PROFITS, COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS); (iii) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA; OR (iv) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO LICENSEE. SECTION 7. RIGHT TO AUDIT On Licensor's written request Licensee shall famish Licensor with a signed certification certifying that the Software is being used pursuant to the terms of this Agreement including any copy and user limitations. With prior reasonable notice, Licens~r may audit the copies of the Software in use by Licensee provided such audit is during regular business hours. In the event the audit reveals a material discrepancy on the part of Licensee, Licensee shall pay Licensor then current License fee for the number of licenses reflected in the discrepancy and maintenance for any unauthorized use of the Software. mhtml:file://\\lothlorieu\file Uploads\work.-requests\32769\Quickmar contract 11-25-17 .mht 11/27/2017 Encl User License AgTeement-CareSuite Page 6 of 10 -N87. GENERAL PROVISIONS 1a G&1ri~ittt i1~@f,es unde1: this Agreement shall be crnmd~tive and not fl . e a1r3{}1Q'fite~f\V\O~R~ne dy for a breach shall not preclud~ pursuit of other rem -leis uulesl as ex pressly provlde d in this Agreement. 8.2. Governing Law. This Agreement shall be govemed in all respects by the substantive la~l:Sf'~!tB\'a\~ ofl~llPi8~1~t~arm~ms of9flffilH 8--l' ( exblilffinlg con<il.ru1ti\Cftl~~s ru~Jtt~li applied to agreements entered into and to be performed entirely within the State o:f Idaho between Idaho residents, without regard to the U.N. Convention on Contracts for the International Sale of Goods. Any dispute regarding this Agreement shall be subject to the exclusive jurisdiction o:f and venue within the state or federal courts located in the state of Idaho, and the parties agree to submit to the personal and exclusive jurisdiction and venue of these courts. 8.3. Notices. All notices, statements, and reports required or permitted by this Agreement shall be in writing and deemed to have been effectively given and received: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (ii) when transmitted if sent by facsimile, provided a confirmation of transmission is produced by the sending machine and a copy of such facsimile is promptly sent by another means specified in this Section 7 .3; or (iii) when delivered if delivered personally or sent by express courier service. Notices shall be addressed as follows: If to Licensee: As set f 01ih in purchasing information provided to Licensor prior to download. Ifto Licensor: Med Management Technology, LLC 1017 S. Arbor Island Way Eagle, ID 83616 8.4. Export Restrictions. Licensee understands and acknowledges that certain technology licensed hereunder may be subject to regulation by agencies o:fthe U.S. government, including the U.S. Department of Commerce , which prohibit export or diversion of certain products and tec~nology to certain countries. Licensee warrants that it will comply in all respects with the export restrictions applicable to any materials or technology provided hereunder and will otherwise comply with the Export Administration Regulations or other United States laws and regulations in effect from time to time. mhtml:fi!e://\\lothlorien\file Uploads\work-reque sts~32769\Quickmar contract 11-25-17 .mht 11/27/2017 Encl User License Agreement -CareSuite Page 7 of 10 ~ .. ~·'ii_· m1;mt. Licensee shall not assign or otherwise transfer any of its rights, obligations r li ce 1 be~1r:et~.l1t ~1jt1e,®wr1tten consent of Licen~o~:,_incltidi~g any . t be~?P-~t10n '¥k~ A~it:1·esul t of the merger or acqms1t1011 of Licensee, ancl only ll j) · e ori gi1 tM ~'d:Me~<J ~~1{Iylc.\ive.sting itself, hiri1selfor herself of all possession of the Software and all media and copies thereof. Subject to the foregoing, the provisions of this Als)I~l1tlm\k app!,1m>1iltt dJhFMlJttM §UCC@ffii).~1~d P~ti&m<s asS~fitttfttlu.spar~tpport 8.6. Independent Contractor. The relationship created by this Agreement is one of independent contractors, and not partners, franchisees or joint ventures. No employees, consultants, contractors or agents of one party are employees, consultants, contractors or agents of the other party, nor do they have any authority to bind the other party by contract or otherwise to any obligation, except as expressly set forth herein. Neither party will represent to the contrary, either expressly, implicitly or otherwise. 8.7. Headings. The descriptive headings of this Agreement are intended for reference only and shall not affect the construction 01· interpretation of this Agreement. 8.8. Severability. If any covenant set fo1ih in this Agreement is determined by any court to be unenforceable by reason of its extending for too great a period of time or by reason of its being too extensive in any other respect, such covenant shall be interpreted to extend only for the longest period of time and to otherwise have the broadest application as shall be enforceable. The invalidity or unenforceability of any paiiicular provision of this Agreement shall not affect the other provisions hereof, which shall continue in full force and effect. 8.9. Waiver of Rights. The :failure of either party ·to insist, in any one or more instances, upon the performance of any of the terms, covenants, or conditions of this Agreement or to exercise any right hereunder, shall not be construed as a waiver or relinquishment of the future performance of any rights, and the obligations of the party with respect to such future perforrirnnce shall continue in full force and effect. 8.10. Entire Agreement; Conflict. This Agreement, together with all Exhibits hereto , and Schedules hereto (if any), constitutes the complete, :final and exclusive statement of the terms of the Agreement among the parties pe1iaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions of the pa.rties. No modification or rescission of this Agreement shall be binding unless executed in writing by the party to be bound thereby. In the event of any conflict between the terms and conditions of this Agreement and an Exhibit or Schedule, the terms and conditions of the Exhibit or Schedule shall prevail. mhtml:file://\\lothlorien\fJle Uploads\work-requests\32769\Quickmar contract 11-25-17.mht 11/27/2017 End User License Agrnemeut -CareSuite Page 8 oflO _ . o ., ~~·~E it~ r al~$1~J;o be excu~ecl from . any delay or failure in performance '·e 1 e~1~l1ee~t.\d df\r,ieys by Lwensee, caused by reason of any occurrence or _-ge118·,e~.1Wtli ·1®kM~~ co11ttol 1 including but not limited to, acts of God, ea rt 1quak.e, floods, lightning, labor disputes and strikes, other labor or industrial diEsh}i-ha ~101es ... r iot,s, wm~· acts of~he. pu bli c enem?, insun~.Qt ion s. emhP:tf ()es.,~!o cka1~es1., i:;1~ R.~o otwn s ..t'l rmaci1 armers com any .l,.;&ree rs Co tact s ::; 1p:P ort reg n at tons or ord ers o any gov ernment, age nc or suhcliv1s10 11 th ere o· sh ot: ag es o · materials, rationing, utility or communication failures, casualty, novelty of product manufacture or other unanticipated product development problems, and governmental requirements. The obligations and rights of the party so excused shall be extended on a day- to-day basis for the period of time equal to that of the underlying cause of the delay; provided that such party shall give notice of such force majeure event to the other party as soon as reasonably possible. 8.12. Presumptions/Review. In construing the terms of this Agreement, no presumption shall operate in either party's favor as a result of that party's counsel's role in drafting the terms or provisions hereof. Further, it is agreed that Licensee has had a full and fair opportunity to review the terms herein and to consult with legal counsel before clicking on "I Accept." Accordingly, because Licensee has had ample review opportunities and because Licensee is and was free to elect not to accept these terms, Licensee acknowledges that this is not a contract of adhesion. 8 .13. Authority. Each party represents that all corporate action necessary for the authorization, acceptance and delivery of this Agreement by such party and the performance of its obligations hereunder has been taken. 8.14. Legal Expenses. The prevailing party in any legal action brought by one party against the other and arising out of this Agreement will be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses, including court costs and reasonable attorneys' fees. 8.15. Government End-Users. The Software and accompanying Documentation are deemed to be "commercial computer software" and "commercial computer soH:ware documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 2.212, as applicable. Any use, modification, reproduction, release, performing, displaying or disclosing of the Software by the U.S. Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement. mhtml:file ://\\lothlorien\fil e Uploads\work.-requests\32769\Quickmar contract 11-25-17 .mht 11/27/2017 Encl User License AgTeement -CareSuite Page 9 of 10 5: . · · • OF TI-IE SOFT WARE IS SUBJECT TO THE TERMS OF THIS LICENSE GR .a r R;. aJ:e.l·; .. l~] ti.l ®oowNLOAD OR USE THE SOFTWARE UNTIL · ·E E~ Tlil~ Irl ;Kr ,~AGREEMENT.BY CLICKING ON '1I ACCEPT," vo . GN T • Vr~tf P~ t r-f~ i; READ THIS LICENSE AGREEMENT AND ACCEPT ITS TERMS. EHR Solutions Phannacy Partners Company Careers Contact Us Support Preview our CareSuite Solution gallery today! CONTACT INFO Phone: 888-340-9866 Email: sales@quickmar.com vrnw By Qu ic kM AR ® PAGES Home About Blog Pharmacy Partners mhtml:file:/ /\ \lothlorien\file U ploads\work-requests\32769\Quickmar contract 11-25-17 .mht 11/27/2017 Encl User License AgTCemcnt • CarcSuite Pag-e 10 of 10 ADDITIONAL PAGES EHR Solutions Pharmacy Partners Company Careers Contact Us Support Pay Bill Te1ms of Use Partner Login Download CareSuite by QuickMAR Privacy Statement NCPDP Statement EUNU.S. Privacy Shield REQUEST A DEMO Request Demo © 2017 QuickMAR I Eagle, ID 8361(i I 888-340-9866 I Designed by lnnerVoice Group mhtml:file:/ /\ \lothlorien\file Uploads\work-requests\32769\Quickmar contract 11-25-17 .mht 11/27/2017 BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement ("Agreement") is entered between ________ _ ("Covered Entity") and Med Management Technology LLC ("Business Associate "). 1. Purpose and Intent. Business Associate has agreed to perform certain services for or on behalf of Covered Entity, which services may involve the creation, maintenance, use, transmission or disclosure of Protected Health Information within the meaning of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and its Implementing regulations, 45 C.F.R. parts 160 and 164 ("the Privacy eind Security Rules "). This Agreement supplements the parties' ag reem ent fo r serv ices and Is inten ded and shall be Interpre ted so as to salisf~ lhe requ irements forBuslhess Associate contracts as set forth In the Privaoy and Security Rules, Including 45 C.F.R. §§ 164.314 and .504{e). Business Associate hereby ag rees to .comp ly with applicable provisions of the Privacy and Sec.ur lly Ru les and to ass ist Covered Entity wllh Its compliance as explal n"ed below. 2. Definitions. Protected Health Information means any information which is created, received , maintained, or transmitted by Business Associate on behalf of Covered Entity, whether oral or recorded in any form or medium, that relates to the past, present, or future physical or mental health or condition of an Individual, the provision of health care to an individual, or the past, present, or future payment for the provision of health care to an individual. See 45 C.F.R. § 160.103. Protected Health Information includes Protected Health Information that is maintained in or transmitted by electronic media ("Electronic Protected Health Information "), including but not limited to Protected Health Information maintained on computers, magnetic tape, optical disk, digital memory, etc., or transmitted through the internet, extranet, leased lines, dial-up lines, networks, and the physical movement of Protected Health Information maintained on electronic media. See id. Disclose and disclosure mean, with respect to Protected Health Information, the release, transfer, transmission, provision of access to, or divulging in any other manner of Protected Health Information outside Business Associate's internal operations. Use and uses mean, with respect to Protected Health Information, the creation, maintenance, sharing, transmission, employment, application, utilization, examination or analysis of Protected Health Information within Business Associate's internal operations. Terms used but not otherwise defined in this Agreement shall be defined as set forth In 45 C.F.R. Part 160 and Part 164, Subparts A, C, and E. 3. Obligations and Activities of Business Associate. a. Limits on Use or Disclosure. Business Associate agrees to use or disclose Protected Health Information only as permitted or required by this Agreement or as required by law. b. Safeguards. Business Associate agrees to use appropriate safeguards to prevent the unauthorized use, disclosure, or access to Protected Health Information other than as provided for by this Agreement. Amon g otli er things, Business Assoc iate agree s to use ap propriate admin istrati ve, physical and tec hnlca l safeguard s that reasonably and approp riat ely protect the coriflde nt lality, in tegr ity and avallablllly of Electron ic Pr otec tod Health Information that Business Associate creates, receives, maintains, or transmits on behalf of Covered Entity. BUSINESS ASSOCIATE AGREEMENT-1 55555.0713.5940675.1 c. Mitigation. Business Associate agrees to mitigate, to the extent practicable, any harmful effect caused by a use or disclosure of Protected Health Information by Business Associate In violation of the requ irements of this Agreement. d. Reporting. Business Associate ag rees to Im me diately report to Covere d Entity's Privacy Officer any use or disclosure of Protected Health Information not allowe d by this Agre·em ent. Business Associate further agrees to immediately report to Covered Entity's Privacy Officer any attempted or successful unauthorized access, use, disclosure, modification, or destruction of Electronic Protected Health Information or Interference with information system operations Involving Electronic Protected Health Information. · e. Agents, Contractors and Subcontractors. Business Associate agrees to ensure that any agent, contractor or subcon tractor to whom It provides, dlscloses or tr ansmits Protected Health Info rmatio n agrees to the same restr ict ions and concUtlons concerning the Prote cted Health lnf<:>rm~tion that apply through this Agreement to Business Associate. Business Associate shall comply with this section by entering a Business Associate Agreement with such agent, contractor or subcontractor, which contract requires the agent or subcontractor to comply with the terms of this Agreement. f. Access to Information. Upon a request by Covered Entity, Business Associate agrees to provide access to Protected Health Information to Covered Entity as necessary to enable Covered Entity to comply with 45 C.F.R. § 164.524. Business Associate shall provide access to the Protected Health Information in the time and manner designated by Covered Entity. g. Amendm ent to Information. Upo n req _uest by Cove red Enti ty and at Cove red Entity's direction, Business Associate agrees to make any ame ndment(s ) to Protec ted Hea lth Inform atio n as necessary to enable Covered Entity to comply with 45 C.F.R. § 164.526. Business Associate shall act on the amendments in the time and manner deslgnated 'by Covered Entity. h. Accounting of Disclosures. If Business Associate makes any disclosure of Protected Health Information to any entity other than Covered Entity for any purpose other than for treatment, payment, or health care operations as defined in 45 C.F.R. § 164.501, Business Associate shall document the following Information and maintain such documentation for six (6) years: (1) the name and address of the entity to whom the Protected Health Information was disclosed; (2) the date of the disclosure; (,3) a brie f description of the Protected Health Information disclosed; ( 4) a brief description of the purpose for the disclosure; and (5) any other information related to such disclosures as required to enable Covered Entity to comply with 45 C.F.R. § 164.528. Upon request by Covered Entity, Business A ssociate agrees to pro vide to Co vered Enti ty the Information concerning such disclosures as necessary to enable Covered Entt.ty to resp ond to a reque st by an individual for an accounting of disclosures of Pro tec ted Health Information pursuant to 46 C.F.R. § 164.528. Business Associate shall act In the time and manner designated by Covered Entity. i. Access to Books and Records. Business Associate agrees to make internal practices, books, and records (Including policies and procedures and Pro teGlted Health lnformatl011'} relating to the use and disclosure of Protected Health Information on behalf of Cove red Enti ty available to Covered Entity or the Secretary of Health and Human Services, or their designees, to enable them to determine Covered Entlty's compliance with the Privacy and Security Rules. Business Associate shall make the documents available in the time and manner designated by Covered Entity or the Secretary. 4. Permitted Uses and Disclosures by Business Associate. a. General Use and Disclosure Provisions. Except as otherwise limited in this Agreement , Business Associate may create, maintain, use, transm it or disclose Protected Health Information on behalf of, or to provide services to, Covered Entity In the course of and for the purpose of providing legal services to Covered Entity, If such use or disclosure of Protected Health Information would BUSINESS ASSOCIATE AGREEMENT -2 55555.0713,5940676.1 not violate (1) the Privacy and Security Rules If done by Covered Entity or (2) Covered Entity's policies and procedures which limit disclosures to the minimum necessary. b. Additional Use and Disclosure Provisions. (1) Except as otherwise limited In this Agreement, Business Associate may use Protected Health Information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associat,e. (2) Exc ept as otherwise lim ited In this Ag reem ent, Business Ass ociate may disclose Protec ted Heal th Information fo~ the prqper man agetne nt and admi nistration of the Busi ness Associate, pro vided that disclosures are req uired by law or Busi ness Associate obtains reasonable assurances from the person to whom the Information ls disclosed that It will remain confidential and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies the Business Associate of any instances of which it is aware In which the confidentiality of the Information has been breached. (3) Except as otherwise limited In this Agreement, Business Associate may use Protected Health Information to provide data aggregat ion services to Covered Entity as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B). (4) Business Associate may use Protected Health Information to report violations of law to appropriate Federal and State authorities, consistent with§ 164.5020)(1 ). 5. Obligations of Covered Entity. a. Notice of Privacy Practices. Covered Entity shall notify Business Associate of any limitation(s) in Covered Entity's notice of privacy practices In accordance with 45 C.F.R. § 164.520, to the extent that such limitation may affect Business Associate's use or disclosure of Protected Health In.formation . b. Changes to Authorization. Covered Entity shall notify Business Associate of any changes In, or revocat ion of, permission by an individual to use or disclose Protected Health Information, to the extent that such changes may affect Business Associate's use or disclosure of Protected Health Information. c. Re strictiohs on Con se nt. Covered Enti ty shall notify BiJs lness Assoc iate of any restriction to the use or disclosure of Protec ted Health Inform ation to which Covered En tity has agreed In acc ord anc e with 45 C.F.R.·§ 164 .522, to the extent that such restriction may affect Business Assoclate's use or disclosure of Protected Health Information. d. Requests in Violation of Privacy Rule. Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy and Security Rules if done by Covered Entity . 6. Term and Termination. a. Term. The term of this Agreement as it relates to the use and disclosure of Protected Health Information shall be effective as of the Effective Date identified below and shall terminate when all of the Protected Health Information provided by Covered Entity to Business Associate, or created, maintained, or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity or, If ii Is not feasible to return or destroy Protected Health Information, protections are extended to such information, In accordance with the termination provisions In this Section. BUSINESS ASSOCIATE AGREEMENT -3 65556,0713.6940676, 1 b. Termination for Cause. Upon Covered Entity's knowledge of a material breach of the Agreement by Business Associate, Covered Entity shall either: (1) Provide an opportunity for Business Associate to cure the breach or end the vi0latlon and, If Business As~oel at e fa lls to cure the breac h or end the violation within tfie tim e speolfled by Cov ere d Entity; Co vered En tity sha ll terminate thls Agr eement and all relate d ag ree ments for Busine ss Asso cla te1s serv ices Involving th e oreatl0n, maintena nce, use, receipt, transmission or disclosure of Protected Health Information; (2) Immediately terminate this Agreement together with any related agreement for Business Associate's services involving the creation, use, main tenan ce, transm lssl on 1 rec eipt, or disclosure of Protected Health Information if Business Ass ociate has bre ached a mate rial term of this Agreement and cure is not possible; or (3) to the Secretary . If neither termination nor cure Is feasible, Covered Entity shall report the violation c. Effect of Termi n at ion . Exoept as provlde_d In paragraph (1) of th is secti on, upon term in ation of this Agreement for an y reason, Busi ness Asso ciate shall return or destroy all Protected Hea lth lnfo rmaflon recei ved fro m Covere d-Entity, or created, maintained or received by Business Associate on behalf of Covered Entity. This provision shall apply to Protected Health Information that Is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the Protected Health Information. In the event that Business Associate determines that returning or destroying the Protected Health Information Is not feasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction Infeasible. Upon Covered Entity's determination that return or destruction of Protected Health Information Is not feasible, Business Associate shall extend the protections of this Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or .destruction infeasible, for so long as Business Associate maintains such Protected Health Information. 7. Miscellaneous. a. Regulatory References. A reference In this Agreement to a section In the Privacy and Security Rules means the section as in effect or as amended. b. Amendment. The Parties agree to take such action as Is necessary to amend this Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the Privacy and Security Rules and HIPAA. c. Survival. The respective rights and obligations of Business Associate under Section 6(c}, "Effect of Termination," of this Agreement shall survive the termination of this Agreement. d. Interpretation. Any ambiguity in this Agreement shall be resolved to permit Covered Entity to comply with the Privacy and Security Rules. e. Governing Law. This Agreement shall be construed to comply with the requirements of the Privacy and Security Rules. All other aspects of this Agreement shall be governed under the laws of the Stale of Idaho and venue for any actions relating to this Agreement shall be in Ada County, Idaho . f. Assignment/Subcontracting. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors and assigns. Business Associate may not assign or subcontract rights or obligations under this Agreement without the express written consent of Covered Entity. Covered Entity may assign its rights and obligations under this Agreement to any successor or affiliated entity. BUSINESS ASSOCIATE AGREEMENT • 4 55555 .0713.5940675.1 g. Entire Agreement. This Agreement contains the entire agreement between the parties as It relates to the use or disclosure of Protected Health lnfonnatlon, and supersedes all prior discussions, negotiations and services relating to the same. h. Cooperation. Business Associate agrees 'to cooperate wlth Covered Entity and assist Covered Entity In complying with req1.,1lrements under HIPAA or the Privacy and Security Rules. Business Associate shall make Itself and Its agents, afflllates, subsidiaries, subcontractors or employees available to Covered EnUty, at no.cost to Covered Entity, to testify as witnesses In the event of litigation or ~dmlnlstratlve proceedings against Covered Entity, Its dlreotors, officers or employees based upon a claimed violation of HIPAA, the Privacy and Security Rules , or other haws relating to security and privacy. B. Effective Date. The Effective Date of this Agreement shall be A 43 L...S.\--).o ~ )O'M, Jotf>. BUSINESS ASSOCIATE AGREEMENT -5 COVERED ENTITY ~~tN•=~~~ Print Title: S~ ff Datei :1(2J -'>Caty BUSINESS ASSOCIATE Med Mana9,ement Technology LLC By: ~ ~ Print Name:Stan Turner Print Tltle:PresldenVPrtvaoy Officer Date: Ss: !29 J ?::;ot'K , 1 RECEIVED AUG 2 1 2018 KITTITA S CO tJ NfY SHER I FF ACCOUtHltJ 65555.0713.5940675.1 IN WITNESS WHEREOF, the parties have executed this Agreement this ·,-th day of Q.JA.!(1· , 2018. APPROVED: BOARD OF COUNTY COMMISSIONERS KITTITAS COUNTY, WASHINGTON Vice-Chairman ~~-- Commissioner Approved By: / Douglas R. M' che ll , Deputy Prosecuting Attorney Deputy Clerk of the Board -Mandy Buchholz