Common use of Vendor Role Clause in Contracts

Vendor Role. The parties acknowledge that Vendor has no control over the content of the Health Data available through the Network, or the activities of the Participants and Participant Users. The accuracy of any Health Data, as well as the authority of any Participant Users to access or disclose Health Data are the responsibility of the Participants and not Vendor. Participant acknowledges that Vendor's obligations are limited to implementing and maintaining the technical infrastructure of the Network in addition to other activities specified in this Agreement, as well as the following administrative activities: i. New Participants. Vendor will review, evaluate and act upon requests submitted by organizations that want to become a Participant to a particular service on the Network, and determine whether such organizations meet the policy, technical, and operational requirements established by Vendor to become new Participants, and execute one or more Subscription Agreements with any such new Participants, when appropriate. No further action or approval is required by other Participants for the addition of new Participants pursuant to this section. ii. Vendor Responsibilities and Subcontractors. Vendor may delegate responsibilities related to the Network administration to one or more subcontractors. Vendor shall ensure that any subcontractor executes an agreement that only specifically authorized representatives of its subcontractor shall be granted access to the Network in connection with subcontractor’s responsibilities, that the subcontractor will comply with the Business Associate provisions of this Agreement (detailed in Section 12) and the Qualified Service Organization provisions of this Agreement (detailed in Section 13), and will comply with the confidentiality provisions of this Agreement and Applicable Law. The Participants acknowledge and agree that access to Health Data, Proprietary Information (if necessary), and other relevant data (including aggregate data) shall be granted to Vendor for all of its functions and obligations under this Agreement and shall be granted to Vendor’s subcontractors for the sole purpose of assisting Vendor in maintaining the technical operations of the Network. Vendor shall give notice to the Participants of who it is using as subcontractors for any work on the Network. Vendor and any of its subcontractors shall employ security mechanisms that are consistent with the Security Standards of the HIPAA Regulations to provide for the security of the information. Further, Vendor will not store, transmit or access any Health Data outside of the United States of America, and Vendor will not permit any subcontractors to store, transmit, or access any Health Data outside of the United States of America.

Vendor Role. The parties acknowledge that Vendor has no control over the content of the Health Data available through the Network, or the activities of the Participants and Participant Users. The accuracy of any Health Data, as well as the authority of any Participant Users to access or disclose Health Data are the responsibility of the Participants and not Vendor. Participant acknowledges that Vendor's obligations are limited to implementing and maintaining the technical infrastructure of the Network in addition to other activities specified in this Agreement, as well as the following administrative activities: i. New Participants. Vendor will review, evaluate and act upon requests submitted by organizations that want to become a Participant to a particular service on the Network, and determine whether such organizations meet the policy, technical, and operational requirements established by Vendor to become new Participants, and execute one or more Subscription Agreements with any such new Participants, when appropriate. No further action or approval is required by other Participants for the addition of new Participants pursuant to this section. ii. Vendor Responsibilities and Subcontractors. Vendor may delegate responsibilities related to the Network administration to one or more subcontractors. Vendor shall ensure that any subcontractor executes an agreement that only specifically authorized representatives of its subcontractor shall be granted access to the Network in connection with subcontractor’s responsibilities, that the subcontractor will comply with the Business Associate provisions of this Agreement (detailed in Section 12) and the Qualified Service Organization provisions of this Agreement (detailed in Section 13), and will comply with the confidentiality provisions of this Agreement and Applicable Law. The Participants acknowledge and agree that access to Health Data, Proprietary Information (if necessary), and other relevant data (including aggregate data) shall be granted to Vendor for all of its functions and obligations under this Agreement and shall be granted to Vendor’s subcontractors for the sole purpose of assisting Vendor in maintaining the technical operations of the Network. Vendor shall give notice to the Participants of who it is using as subcontractors for any work on the Network. Vendor and any of its subcontractors shall employ security mechanisms that are consistent with the Security Standards of the HIPAA Regulations to provide for the security of the information. Further, Vendor will not store, or transmit or access any Health Data outside of the United States of America, and Vendor will not permit any subcontractors to store, transmit, or access accessor transmit any Health Data outside of the United States of America. Vendor may authorize select employees with intermittent access to Health Data from Vendor’s parent company located in Canada, including IT administrators and certain customer service personnel.