Services, Systems, Data, Payment. (a) CIS shall provide, and Customer shall purchase from CIS, the Services and/or licenses to the Software described in the exhibits hereto, upon the terms and subject to the conditions of this Agreement, for the benefit of the Facility or Facilities.
(b) CIS shall designate certain coding and naming conventions for the form of Customer Data and shall provide to Customer the coding requirements for transmitting Customer Data to the Data Center and the treatment given to different account and processing codes used by CIS. CIS reserves the right to make changes in operating procedures, coding and naming conventions, hardware and network configurations and applications and systems programming. Customer shall be responsible for, and bear the cost of, (i) coding and transmitting Customer Data to the Data Center, (ii) supervising the conversion of its financial data into a form that can be processed by CIS, (iii) determining whether it has complied with applicable accounting practices, (iv) determining whether it has complied with applicable state and federal regulations governing financial reporting obligations, (v) verifying the accuracy of Customer Data generated by it and/or CIS and (vi) maintaining prudent internal controls of reports and Customer Data.
(c) If Customer requests that CIS correct or reprocess data files because of erroneous input data or output records, CIS will use its reasonable best efforts to perform such correction and reprocessing. If possible, Customer shall request any correction or reprocessing within seventy-two (72) hours after production of the reports. If correction or reprocessing is requested because of an error attributable to CIS or the negligence of CIS, there shall be no charge for such rerun, provided that the request for reprocessing is made within seventy-two (72) hours after production of the erroneous report. In the event that Customer requests reprocessing after such seventy-two (72) hour period, CIS will determine whether it can perform the reprocessing and, if it can perform the reprocessing, will provide a cost estimate to Customer for such reprocessing services. Following mutual agreement on the cost, CIS will perform the reprocessing services. If the parties are unable to agree on the cost for the reprocessing services, Customer will be charged for each rerun as set forth in Exhibit C hereto.
(d) Customer shall pay CIS on behalf of the Facilities for the Services rendered and licenses granted in accordance with th...
Services, Systems, Data, Payment. (a) CHSPSC shall provide, and Customer shall purchase from CHSPSC, the Services and/or licenses to the Software described in the Schedules hereto, upon the terms and subject to the conditions of this Agreement, for the benefit of Customer and the Facilities, Contract Entities and Affiliates that Customer may designate from time to time with respect to all or a portion of the Services. CHSPSC shall prepare a statement of work with respect to any new Facilities, Contract Entities or Affiliates proposed by Customer to be added to this Agreement, for review and acceptance by Customer. Upon acceptance by Customer, information regarding the new Facility, Contract Entity or Affiliate will be reflected in the Schedules to this Agreement. The invoices provided hereunder for the Services shall identify the Facilities, Affiliates and Contract Entities and the Monthly Fees for each for the month which is the subject of the invoice. The parties shall promptly work together in good faith to resolve any disagreement regarding which Facilities, Affiliates or Contract Entities are then to receive all or a portion of the Services.
(b) Except as otherwise required by HIPAA, the HIPAA Rules, the Business Associate Agreement, other federal incentive programs or the requirements of payers, CHSPSC shall designate certain coding and naming conventions for the form of Customer Data and shall provide to Customer the coding requirements for transmitting Customer Data to the Data Center and the treatment given to different account and processing codes used by CHSPSC. CHSPSC reserves the right to make changes in operating procedures, coding and naming conventions, hardware and network configurations and applications and systems programming. CHSPSC shall provide Customer with notice of such changes as far in advance as possible, but in no event less than thirty (30) days. Customer shall be responsible for, and bear the cost of, (i) coding and transmitting Customer Data to the Data Center, (ii) supervising the conversion of its financial data into a form that can be processed by CHSPSC in accordance with the foregoing, (iii) determining whether it has complied with applicable accounting practices, (iv) determining whether it has complied with applicable state and federal regulations governing financial reporting obligations, (v) verifying the accuracy of Customer Data generated by Customer if, in Customer’s sole discretion, it chooses to perform such verification and (vi) maintaining pr...
Services, Systems, Data, Payment. (a) IT&S shall provide, and Customer shall purchase from IT&S, the Services and/or licenses to the Software described in the Schedules hereto, upon the terms and subject to the conditions of this Agreement, for the benefit of Customer and the Facilities, Contract Entities and Affiliates that Customer may designate from time to time with respect to all or a portion of the Services. The Facilities set forth below shall convert directly to IT&S’s then current version of MEDITECH 6.0 (the “MCV”) for the fees also set forth below on a schedule to be mutually agreed upon by the Parties, but in no event later than December 31, 2012, unless another date is mutually agreed upon in writing by the parties. Facility Fee Muskogee Regional Medical Center $ * National Park Medical Center $ * Saint Mary’s Regional Medical Center $ * Southwestern Medical Center $ * Capital Medical Center $ * River Park Hospital $ * Grandview Medical Center $ * Willamette Valley Medical Center $ * The fees set forth above include the Physician Care Manager module, but do not include the Emergency Department module. The Emergency Department module is available for an installation fee of $* per Facility, plus monthly support costs of $* per Facility. IT&S agrees to provide Customer with HCA Entity base Order Set definitions to be included in the Customer standard clinical database. Customer shall indemnify IT&S for any claims related to the content provided by Customer. IT&S shall not have any obligation to provide updates to or otherwise maintain Order Set. IT&S shall provide Customer with the IT&S pilot clinical database including all reports developed as part of the pilot database. Customer shall be responsible for customizing this database into the Customer standard to be used for the implementations. Each Facility system implementation shall include the Master Patient Index conversion file and any other conversion files as normally provided by MEDITECH, Inc. For each MEDITECH conversion, IT&S shall replicate in the MCV of each of the Facility MEDITECH Cloverleaf interfaces which are in place at the time of the conversion, at no additional charge to Customer. The Parties shall have the following respective installation responsibilities: Customer shall be responsible for: • Customer shall issue an operations directive providing for a single, consistent database standard across all Facilities • Customer shall provide “top down” corporate communication and reinforcement to all Facilities • C...
Services, Systems, Data, Payment. (a) IT&S shall provide, and Customer shall purchase from IT&S, the Services and/or licenses to the Software described in the Schedules hereto, upon the terms and subject to the conditions of this Agreement, for the benefit of Customer and the Facilities, Contract Entities and Affiliates that Customer may designate from time to time with respect to all or a portion of the Services. Services shall not be provided for Customer or any Facility, Affiliate or Contract Entity to the extent that Customer notifies IT&S in writing that some or all of the Services shall not be provided as of a specific date; provided, however, that Customer shall not use this Section 2(a) during the Initial Term or any renewal term to effectively terminate this Agreement (i) by designating the removal of more than twenty five percent (25%) of its Facilities in a calendar year or (ii) by removing the Clinical CPCS and PA (patient accounting) products described in Schedule A from more than twenty five percent (25%) of its Facilities in a calendar year. The foregoing limitations shall not be read as being in derogation of Customer’s rights related to Updates in Section 3(c), New Software in Section 3(d), or its rights to divest Facilities as discussed in Section 12(d). For the avoidance of doubt, Customer’s decision to remove services by virtue of divesting more than twenty five percent of its Facilities would not be deemed to be a violation of this Section 2(a). The invoices provided hereunder for the Services shall identify the Facilities, Affiliates and Contract Entities and the Services each of them received for the month which is the subject of the invoice. The parties shall promptly work together in good faith to resolve any disagreement regarding which Facilities, Affiliates or Contract Entities are then to receive all or a portion of the Services. In addition, for purposes of applying the limitations set forth in the first paragraph of this Subsection 2(a):
(A) the twenty-five percent (25%) limitation shall be applied during a specific calendar year to the number of Facilities that received Services on January 1 of that calendar year for purposes of Subsection 2(a)(i) above and to the number of Facilities that received the Clinical CPCS and PA (patient accounting) products on January 1 of that calendar year for purposes of Subsection 2(a)(ii) above; and
(B) Customer shall not be deemed to have removed a Facility if the Facility no longer uses the Services or the Clinical CPCS an...
