Common use of Availability of HIE System and Direct Service Clause in Contracts

Availability of HIE System and Direct Service. 1.01 CRISP will make available to Participant during the term of this Agreement, the HIE System, including the Common HIE Resources, and the related operational, administrative and support staff functions and technical infrastructure, for the provision and consumption of Data among Participants, based on the Push, Query-Retrieve and Publish-Subscribe exchange of Messages in a secure manner, all as described in this Agreement, including the following, directly or through an Exchange Technology Provider: x. XXXXX will provide, maintain and make available all data hosting and the software and related services necessary for operation and maintenance of the Participant’s Edge Device. x. XXXXX will provide for all appropriate and necessary software, maintenance and hardware necessary for the HIE System and to allow Participant and Participant’s Participant Users to access and use the HIE via Internet connections. x. XXXXX also is responsible for ensuring that the HIE System shall be available as set forth in the Policies and Procedures. d. As to Data that is subject to protections and restrictions under Applicable Law, CRISP shall provide access to the HIE System via a secured methodology, consistent with industry standards, which shall incorporate end user authentication by Participant Users for access. CRISP is responsible to ensure HIE System security and shall operate the HIE System in a manner that protects the confidentiality, integrity, availability or security of Data. CRISP will ensure encryption of Data through the use of generally accepted industry standards and methods, in no case less than is required under the Business Associate Agreement (Exhibit C) and under other Applicable Laws. CRISP shall be responsible for the security of Participant’s Data that it receives while under the control of CRISP or CRISP’s Exchange Technology Providers. In furtherance of the foregoing, CRISP shall limit the number of CRISP personnel, subcontractors and agents who will have Access to Participant’s Data to that which is necessary and appropriate to the work function of individual personnel, subcontractors and agents. Additionally, CRISP shall take all reasonable steps necessary to prevent CRISP personnel, subcontractors and agents from accessing the HIE System after having their access privileges revoked or suspended. CRISP shall be responsible for ensuring the performance of routine and frequent backups of Participant’s Data stored on the HIE System. e. As to Data that is not subject to protections and restrictions under Applicable Law, and as to Confidential Information of Participant, CRISP shall provide protections for the security and confidentiality of such information, in no event less than reasonable, industry accepted protections, and shall limit the number of CRISP personnel, subcontractors and agents who will have access to such information to that which is necessary and appropriate to the work function of individual personnel, subcontractors and agents. Additionally, CRISP shall take all reasonable steps necessary to prevent CRISP personnel subcontractors and agents from accessing such information after having their access privileges revoked or suspended. f. To the extent that CRISP staff has access to information, including Data and/or Confidential Information of Participant, such information will be used only as specified in Section 6.03. 1.02 CRISP will (unless Participant and CRISP agree otherwise in writing), during the term of this Agreement, provide at its sole expense, a virtual Edge Device for Participant’s use exclusively in connection with the HIE. The Edge Device will store only Participant’s Data, drawn from Participant’s System. The virtual Edge Device will be hosted by an Exchange Technology Provider, under an agreement with CRISP. a. For purposes of this Agreement, the Edge Device will be deemed a part of Participant’s System but CRISP will be responsible for the provision of the Edge Device and its compliance with the confidentiality and security of Data held on the Edge Device in accordance with the same standards and requirements that are applicable to the HIE under this Agreement. CRISP will have authority to do so as a Business Associate of Participant as set forth in the Business Associate Agreement (Exhibit C). x. XXXXX agrees that, in the event that Participant so requests in writing, in its sole discretion and with or without cause, CRISP will immediately instruct the Exchange Technology Provider to (i) terminate drawing further Data from Participant’s System into Participant’s Edge Device; and (ii) terminate providing such Data for transmission through the HIE, on a prospective basis. The foregoing termination may be temporary or permanent, and in either case, CRISP will ensure that the Exchange Technology Provider causes such termination to occur promptly upon receipt of CRISP’s instruction. The Edge Device and Participant’s Data stored in the Edge Device will continue to be held by the Exchange Technology Provider and such Data will be available to CRISP for documentation of Messages sent or received by Participant prior to the termination of the Edge Device and for other purposes related to the management of the HIE as specified in Section 6.03, so long as such purposes do not involve further transmission of Participant’s Data to other Participants. Each party acknowledges that a temporary suspension (other than one issued in accordance with Section 21.04 so long as the investigation is proceeding under Section 21.04(e) may be grounds for termination of this Agreement by either party, after discussion with the other party, and a permanent suspension will be treated as grounds for termination of this Agreement by either party.

Availability of HIE System and Direct Service. 1.01 CRISP will make available to Participant during the term of this Agreement, the HIE System, including the Common HIE Resources, and the related operational, administrative and support staff functions and technical infrastructure, for the provision and consumption of Data among Participants, based on the Push, Query-Retrieve and Publish-Subscribe exchange of Messages in a secure manner, all as described in this Agreement, including the following, directly or through an Exchange Technology Provider: x. XXXXX will provide, maintain and make available all data hosting and the software and related services necessary for operation and maintenance of the Participant’s Edge Device. x. XXXXX will provide for all appropriate and necessary software, maintenance and hardware necessary for the HIE System and to allow Participant and Participant’s Participant Users to access and use the HIE via Internet connections. x. XXXXX also is responsible for ensuring that the HIE System shall be available as set forth in the Policies and Procedures. d. As to Data that is subject to protections and restrictions under Applicable Law, CRISP shall provide access to the HIE System via a secured methodology, consistent with industry standards, which shall incorporate end user authentication by Participant Users for access. CRISP is responsible to ensure HIE System security and shall operate the HIE System in a manner that protects the confidentiality, integrity, availability or security of Data. CRISP will ensure encryption of Data through the use of generally accepted industry standards and methods, in no case less than is required under the Business Associate Agreement (Exhibit C) and under other Applicable Laws. CRISP shall be responsible for the security of Participant’s Data that it receives while under the control of CRISP or CRISP’s Exchange Technology Providers. In furtherance of the foregoing, CRISP shall limit the number of CRISP personnel, subcontractors and agents who will have Access to Participant’s Data to that which is necessary and appropriate to the work function of individual personnel, subcontractors and agents. Additionally, CRISP shall take all reasonable steps necessary to prevent CRISP personnel, subcontractors and agents from accessing the HIE System after having their access privileges revoked or suspended. CRISP shall be responsible for ensuring the performance of routine and frequent backups of Participant’s Data stored on the HIE System. e. As to Data that is not subject to protections and restrictions under Applicable Law, and as to Confidential Information of Participant, CRISP shall provide protections for the security and confidentiality of such information, in no event less than reasonable, industry accepted protections, and shall limit the number of CRISP personnel, subcontractors and agents who will have access to such information to that which is necessary and appropriate to the work function of individual personnel, subcontractors and agents. Additionally, CRISP shall take all reasonable steps necessary to prevent CRISP personnel subcontractors and agents from accessing such information after having their access privileges revoked or suspended. f. To the extent that CRISP staff has access to information, including Data and/or Confidential Information of Participant, such information will be used only as specified in Section 6.03. 1.02 CRISP will (unless Participant and CRISP agree otherwise in writing), during the term of this Agreement, provide at its sole expense, a virtual Edge Device for Participant’s use exclusively in connection with the HIE. The Edge Device will store only Participant’s Data, drawn from Participant’s System. The virtual Edge Device will be hosted by an Exchange Technology Provider, under an agreement with CRISP. a. For purposes of this Agreement, the Edge Device will be deemed a part of Participant’s System but CRISP will be responsible for the provision of the Edge Device and its compliance with the confidentiality and security of Data held on the Edge Device in accordance with the same standards and requirements that are applicable to the HIE under this Agreement. CRISP will have authority to do so as a Business Associate of Participant as set forth in the Business Associate Agreement (Exhibit C). x. XXXXX agrees that, in the event that Participant so requests in writing, in its sole discretion and with or without cause, CRISP will immediately instruct the Exchange Technology Provider to (i) terminate drawing further Data from Participant’s System into Participant’s Edge Device; and (ii) terminate providing such Data for transmission through the HIE, on a prospective basis. The foregoing termination may be temporary or permanent, and in either case, CRISP will ensure that the Exchange Technology Provider causes such termination to occur promptly upon receipt of CRISP’s instruction. The Edge Device and Participant’s Data stored in the Edge Device will continue to be held by the Exchange Technology Provider and such Data will be available to CRISP for documentation of Messages sent or received by Participant prior to the termination of the Edge Device and for other purposes related to the management of the HIE as specified in Section 6.03, so long as such purposes do not involve further transmission of Participant’s Data to other Participants. Each party acknowledges that a temporary suspension (other than one issued in accordance with Section 21.04 so long as the investigation is proceeding under Section 21.04(e21.04 e) may be grounds for termination of this Agreement by either party, after discussion with the other party, and a permanent suspension will be treated as grounds for termination of this Agreement by either party.