10.49
Medical Information Technology, Inc.
Health Care Information System Software Agreement
AGREEMENT made this 31st of March, 2006 by and between MEDICAL INFORMATION
TECHNOLOGY, INC., a corporation duly organized and existing under the laws of
the Commonwealth of Massachusetts and having its principal place of business at
XXXXXXXX Xxxxxx, Xxxxxxxx, Xxxxxxxxxxxxx 00000 (hereinafter called MEDITECH) and
PHC Inc. d/b/a! Pioneer Behavioral Health, a corporation duly organized and
existing under the laws of the Commonwealth of Massachusetts and having its
principal place of business at 000 Xxxx Xxxxxx, Xxxxxxx, XX 00000 (hereinafter
called Customer).
WHEREAS MEDITECH has developed and continues to enhance a version of computer
software designed to operate in a "client-server" environment, which version,
together with any physical embodiment thereof and related documentation
(incorporated in this Agreement as Exhibits II through V), are together
hereinafter called LICENSED SOFTWARE, and WHEREAS Customer desires to obtain
from MEDITECH the right to use such LICENSED SOFTWARE in its operations at the
facility(ies) listed in Article II, .
NOW THEREFORE, the parties hereto hereby agree as follows:
ARTICLE I - GENERAL TERMS & CONDITIONS
A. RESPONSIBILITIES AND WARRANTlES OF MEDITECH
1. MEDITECH agrees to deliver, implement and service the LICENSED
SOFTWARE all as more fully described in this Agreement. Subject to the
terms and conditions hereof and upon payment in full to MEDITECH of
the license and implementation fees for each line item of LICENSED
SOFTWARE listed in Article II, MEDITECH hereby grants to Customer a
non-exclusive, perpetual license to use each such line item. MEDITECH
warrants that the LICENSED SOFTWARE shall have capabilities equal to
the capabilities described in Exhibits II through V and will operate
in substantial conformity with such descriptions when delivered to
Customer and installed on Customer's MEDITECH-approved computer
network (the major components of which are recited on Exhibit I
hereof).
2. MEDITECH warrants to Customer that it is the developer and sole owner
of the LICENSED SOFTWARE. In the event of any suit or claim against
Customer by any third party for damages and/or injunctive relief
contesting ownership of the LICENSED SOFTWARE by MEDITECH and/or
Customer's rights under this Agreement, MEDITECH agrees at its own
expense to defend Customer against such suit or claim and to hold
Customer harmless from the expenses of such defense and from any
court-awarded judgments resulting from such suit or claim, provided
that Customer furnishes written notice to MEDITECH of the commencement
of such suit or the presentation of such claim within fifteen (15)
days of notice thereof to Customer. Further, if, because of such suit
or claim, the LICENSED SOFTWARE is held to constitute an infringement
of any United States copyright or patent and use of the LICENSED
SOFTWARE by Customer is thereby enjoined, MEDITECH shall, at its own
expense, either procure for Customer the right to continue using the
LICENSED SOFTWARE or replace the same with a non-infringing product,
substantially conforming to that described herein, or modify the same
so that it shall be non-infringing, provided that the service
described in Article IV has not been terminated.
3. MEDITECH acknowledges that certain material which will come into its
possession or knowledge in connection with this Agreement includes
confidential or proprietary information of Customer or Customer's
patients (hereinafter called" Protected Information"), disclosure of
which to third parties may be damaging to Customer. MEDITECH agrees to
hold all Protected Information in confidence, to use it only in
connection with performance under this Agreement and to disclose it
only to those of its employees that require access thereto for such
performance or as may otherwise be required by law. In addition,
MEDITECH shall use appropriate safeguards to prevent other use or
disclosure of Protected Information and shall promptly report to
Customer any other use or disclosure of Protected Information of which
it becomes aware. MEDITECH shall ensure that any agents of MEDITECH,
including but not limited to subcontractors, to whom it provides
Protected Information agree to the same restrictions and conditions as
apply to MEDITECH with respect to such Protected Information. Upon the
written request of the United States Department of Health and Human
Services, MEDITECH shall make its internal practices, books and
records relating to the use and disclosure of Protected Information
provided to MEDITECH by Customer available to the Secretary of Health
and Human Services (or his or her designee or duly authorized
representative), at MEDITECH' s Massachusetts facility and at times
convenient for MEDITECH, to the extent required for determining
compliance with Federal privacy and security regulations. Upon
Customer's written request MEDITECH shall return to Customer (when
reasonably possible) or destroy any Protected Information.
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B. RESPONSIBILITIES OF CUSTOMER
1. Customer shall pay to MEDITECH the line item fee (license fee plus
implementation fee) for each line item of LICENSED SOFTWARE as
follows:
10% due upon execution of this Agreement
40% due upon software delivery
40% due 90 days following software delivery
10% due 180 days following software delivery
Each payment for each line item will be separately due and payable
without regard to other line items.
In the event a payment due MEDITECH under this Paragraph is delinquent
for a period of sixty (60) days from its due date, and MEDITECH so
notifies Customer in writing, and the delinquency is not cured within
thirty (30) days thereafter, then, upon MEDITECH' s written notice,
Customer will cease to use the LICENSED SOFTWARE until such time as
all payments then due are paid. Such cessation of use shall not
relieve Customer of any obligations under this Agreement, including
the obligation to make all payments specified herein.
2. During the period in which MEDITECH makes available the service
described in Article IV, Customer will pay to MEDITECH the monthly
service fees stated in Article II. These fees will commence upon the
attainment of Live Status for each line item of LICENSED SOFTWARE.
"Live Status" is defined for each line item as the date on which such
line item is used in Customer's daily operations utilizing real
patient/hospital data. Thirty-six (36) months after the date of this
Agreement these fees may be increased by MEDITECH at any time by
providing thirty (30) days written notice of such increase to
Customer. Any increases shall be limited to six percent (6%)
cumulative per year during the 24-month period following the initial
36-month period recited herein. Service fee invoices are issued on the
first of each month in which the service is to be made available, with
payment terms of net fifteen (15) days. If payment of any service fee
invoice is delinquent for a period of forty-five (45) days from its
due date, MEDITECH's obligations stated in Article IV may be suspended
until all delinquencies have been cured to the satisfaction of
MEDITECH.
3. Customer agrees to limit access to the LICENSED SOFTWARE to those of
its staff and employees who must have access thereto to properly use
the same in Customer's operations. Further, Customer agrees to notify
MEDITECH promptly and fully in writing of the circumstances concerning
any possession, use or study of the LICENSED SOFTWARE by any person,
corporation or other entity (other than Customer's staff and
employees) including, but not limited to, the name(s) and address(es)
of such person(s), corporation(s), or other entities. Customer agrees
that it will not, at any time, without written permission of MEDITECH,
copy, duplicate, or permit others to copy or duplicate the LICENSED
SOFTWARE, except to the extent required for the creation of backup
copies of the LICENSED SOFTWARE as described in Exhibits II through V.
4. Customer acknowledges that certain material which will come into its
possession or knowledge in connection with this Agreement includes
confidential or proprietary information of MEDITECH (including,
without limitation, the terms and conditions of this Agreement),
disclosure of which to third parties may be damaging to MEDITECH.
Customer agrees to hold all such material in confidence, to use it
only in connection with performance under this Agreement and to
release it only to those persons that require access thereto for such
performance or as may otherwise be required by law. In addition,
Customer shall use appropriate safeguards to prevent other use or
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disclosure of confidential or proprietary information of MEDITECH and
shall promptly report to MEDITECH any other use or disclosure of such
information of which it becomes aware.
5. If customer is a tax-exempt entity, then, upon execution of this
Agreement, Customer will provide to MEDITECH a copy of its current tax
exemption certificate for each applicable taxing authority which has
approved Customer's tax-exempt status. If Customer is not a tax-exempt
entity, Customer acknowledges that it (and not MEDITECH) shall be
responsible for the payment of any and all taxes (including, but not
limited to, sales, use, and excise taxes) imposed by the applicable
taxing authorities to which Customer is subject.
6. Not later than sixty (60) days prior to the earliest delivery date
listed in Article II, Customer will install and connect to its
computer network, at Customer's expense, a minimum of one BRI (ISDN)
line (or other MEDITECH-approved connectivity solution) as well as a
separate telephone line (equipped with an RAS modem for emergency use
only), in conformity with MEDITECH' s specifications, and will provide
MEDITECH with access thereto for the resolution of system problems in
accordance with the applicable sections of Article III and IV.
Customer shall maintain such ISDN service (or other MEDITECH-approved
connectivity solution) and provide MEDITECH with access thereto until
such time as the service described in Article IV is terminated for all
line items of LICENSED SOFTWARE.
C. RESTRICTIONS ON TRANSFER
The LICENSED SOFTWARE shall at all times remain the property of MEDITECH
and the license of use granted herein specifically excludes any right of
reproduction, sale, lease, sublicense, or other transfer or disposition of
the LICENSED SOFTWARE by Customer except as otherwise expressly stated
herein. The rights granted hereunder are granted to Customer only and are
not assignable to any other person, corporation or entity, except that,
upon the transfer by sale, merger, or corporate re-organization, of
substantially all of the assets of Customer to a successor organization,
this Agreement and the rights and obligations of Customer hereunder may be
assigned to such successor. Customer agrees to notify MEDITECH promptly in
writing of the transfer to such successor and of the assumption by such
successor of Customer's obligations and responsibilities as described in
this Agreement.
D. LIMITATION OF LIABILITY
Customer acknowledges that the LICENSED SOFTWARE provided by MEDITECH
constitutes part of a hospital information system to be used by Customer,
its staff and employees in the performance of their professional
responsibilities and is in no way intended to replace their professional
skill and judgement. Customer agrees that it is solely responsible for the
care of its patients and that the use of the LICENSED SOFTWARE for any
purpose related to such care cannot in any way be controlled by MEDITECH.
Customer is responsible for verifying the accuracy and completeness of any
medical or other similar information contained in, entered into, or used in
connection with the LICENSED SOFTWARE. Customer agrees to hold MEDITECH
harmless from any liability arising from improper or flawed operation or
use of the LICENSED SOFTWARE. In no event will MEDITECH be liable for any
consequential damages, lost profits or lost revenues sustained by Customer,
or for any suit or claim or demand against Customer by any other party,
except as stated in Article I(A)(2), above.
E. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the heirs,
successors, and permitted assigns of the parties hereto.
F. LEGAL CONSTRUCTION
The validity and effect of this Agreement shall be determined in accordance
with the laws of the Common-wealth of Massachusetts.
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ARTICLE II - DELIVERY
The LICENSED SOFTWARE listed below is being licensed to Customer to service
the specific information-processing needs of the following inpatient
facility(ies):
1) Detroit Behavioral Institute, operating at 0000 Xx. Xxxxxxx Xxxxxx, 0
Xxxxx, Xxxxxxx, XX 00000
2) Harbor Oaks Hospital, operating at 00000 00 Xxxx Xxxx, Xxx Xxxxxxxxx,
XX 00000
3) Harmony Healthcare, operating at 0000 X. Xxxxxxxxxx Xxxxxxxxx, Xxxxx
000, Xxx Xxxxx, XX 00000
4) Highland Ridge Hospital, operating at 0000 X. 000 X., Xxxxxxx, XX
00000
5) Mount Regis Center, operating at 000 Xxxxxxx Xxxxxx, Xxxxx, XX 00000
6) Pioneer Counseling Center, operating at 00000 Xxxxxxx Xxxx Xxxx, Xxxxx
X, Xxxxxxxxxx Xxxxx, XX 00000
7) Harbor Oaks Hospital (outpatient only), operating at 00000 00 Xxxx
Xxxx, Xxxxxxxxxxxx Xxx, XX 00000
8) Harmony Healthcare (outpatient only), operating at 0000 X. Xxxxxx
Xxxx, Xxxxx X00, Xxx Xxxxx, XX 00000
9) Pioneer Counseling Center, operating at 00000 Xxxxxxxxx, Xxxxx 000,
Xxxxxxxx Xxxxxxx, XX 00000
10) Pioneer Counseling Center, operating at 43900 Garfield, Xxxxx 000,
Xxxxxxx Xxx, X0 00000
11) PHC Inc. d/b/a Pioneer Behavioral Health, operating at 000 Xxxx
Xxxxxx, Xxxxxxx, XX 00000
Any use of the LICENSED SOFTWARE beyond the restrictions set forth in this
Agreement will require payment of additional fees to MEDITECH which will be
determined in accordance with MEDITECH's standard rates.
MEDITECH agrees to deliver the LICENSED SOFTWARE, including associated
documentation, to Customer on or about the specified delivery dates for use
at the above facility(ies). Additional copies of documentation will be
provided by MEDITECH at its then standard rates; in the alternative,
Customer may reproduce copies of the documentation so long as access to any
such copies is restricted in accordance with this Agreement. "Project
Start" listed below is defined as the month Customer and MEDITECH jointly
begin implementation of each line item of LICENSED SOFTWARE via one or more
of the following: conference calls, training site visits, training visits
to MEDITECH, or web demonstrations. "Delivery Date" listed below is defined
for each line item of LICENSED SOFTWARE as the date on which MEDITECH
provides Customer with the physical embodiment of the line item, enabling
such line item to be installed on Customer's computer network.
LICENSED SOFTWARE Project Delivery License Implementation Item Service
LINE ITEMS Start Date Fee Fee Fee Fee Exhibits
_________________________________________________________________________________________________________________________
Behavioral
Health Suite (1) 09/30/2006 10/31/2006 87,000 78,520 165,520 870 II
Administrative
Xfer: MT B/ AR to
OV GL 11/30/2006 11/30/2006 16,875 16,875 169 II
Xfer: MT B/AR to OV AP 11/30/2006 11/30/2006 15,750 15,750 158 II
Behavioral Health
Clinical Suite (2) 03/31/2007 04/30/2007 87,000 102,680 189,680 870 III
Scheduling & Referral
Management 10/31/2006 12/31/2006 26,100 19,026 45,126 261 IV
Corporate Management 09/30/2006 10/31/2006 17,400 12,080 29,480 174 V
Software
_________________________________________________________________________________________________________________________
Totals 462,431 2,502
_________________________________________________________________________________________________________________________
Notes:
(1) Includes the following software components: Registration,
Billing/Accounts Receivable, Xxxx/Remit to 3rd Party, Trust
Accounting, EPI/Medical Records, Case Mix/ Abstracting, Risk
Management and Legal Status & Tracking. Also includes one Medical
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Records Conversion, one Demographic Recall Conversion, and one
Billing! Accounts Receivable Conversion (Balance Forward only).
Conversions are dependent on conversion from a single other vendor
system database. Conversion from multiple other vendor system
databases will require payment of additional fees to MEDITECH.
(2) Includes the following software components: Enterprise Medical Record,
Order Entry, Treatment Planning (PCS), and Care Manager.
ARTICLE III - IMPLEMENTATION
A. IMPLEMENTATION PERIOD
"Implementation Period" is defined for each line item of LICENSED
SOFTWARE as the period commencing on execution of this Agreement and
ending upon the attainment of Live Status for such line item. As
detailed in the attached Schedule A, during this period MEDITECH will
provide support and assistance to Customer and Customer will make
available sufficient resources so that the joint goal of a successful
implementation of the LICENSED SOFTWARE at Customer's sites is
achieved. One combined implementation of the LICENSED SOFTWARE will be
provided at a single location for the facilities listed in Article II.
B. IMPLEMENTATION SUPPORT
1. As stated in Schedule A, MEDITECH will provide implementation
support to ensure successful implementation of the LICENSED
SOFTWARE. If this support is determined to be insufficient,
MEDITECH will provide additional support at no additional cost
(other than travel and out-of-pocket expenses).
2. Subsequent to execution of this Agreement MEDITECH and Customer
will each assign Project Coordinator(s) who will be the other's
main contact during the implementation process. The Coordinators
will schedule an Orientation Meeting to occur at Customer's site.
At this meeting the relationship between MEDITECH and Customer
will be detailed through the development of a firm schedule for
all implementation tasks; actual dates will be finalized by
Customer's personnel working with members of the MEDITECH
Implementation Team and will follow the delivery dates recited in
Article II and the "go-live" time frame described in Schedule A.
C. CORRECTION OF PROGRAM ERRORS
At no additional cost to Customer MEDITECH agrees to correct, during normal
business hours, any program errors reported by Customer. Program errors are
defined as failures of the LICENSED SOFTWARE to operate in substantial
conformity with the descriptions of such operation in Exhibits II through
V. Any modifications of the LICENSED SOFTWARE made by anyone other than
MEDITECH shall relieve MEDITECH of all obligations under this Paragraph.
D. EXPENSES
In connection with the support and assistance described herein, Customer
agrees to reimburse MEDITECH for MEDITECH's actual and reasonable travel
and out-of-pocket expenses, including the costs of coach-class air
transportation, motor vehicle transportation, food and lodging (and
reasonable incidentals incurred in association therewith), and for dial-up
telephone expenses. These expenses will be billed to Customer separately,
as incurred, with payment terms of net thirty (30) days. MEDITECH will
itemize each invoice by category for each major type of expense.
In addition, for various line items of LICENSED SOFTWARE, Customer's
personnel may visit MEDITECH's facility for training as stated in Schedule
A. Travel and out-of-pocket expenses incurred by Customer during such
visits shall be borne by Customer.
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ARTICLE IV - SERVICE
The service described herein shall commence upon the attainment of Live Status
for each line item listed in Article II and will continue indefinitely until
either MEDITECH or Customer terminates same by providing sixty (60) days written
notice to the other. Termination of service by either party eliminates the
duties and obligations of both parties detailed in this Article, in Article
I(A)(2) and in Article I(B)(2) of this Agreement. MEDlTECH agrees that it will
make available the service set forth in this Article and will provide such
service to Customer for a period of five (5) years from the date of this
Agreement so long as Customer pays the monthly service fees specified in Article
II, with any increases as are permitted under this Agreement. This provision
shall supercede the sixty (60) day termination provision granted to MEDlTECH
herein.
A. ROUTINE/EMERGENCY SERVICE
MEDITECH will make available to Customer both routine and emergency service
via telephone contact for the purpose of resolving system problems
originating in the LICENSED SOFTWARE or Customer's computer network, which
will be addressed as follows:
1. If the problems result from program errors in the LICENSED SOFTWARE,
MEDlTECH shall correct such program errors and shall exercise its best
efforts to assure that the same is accomplished as expeditiously as
possible. Program errors are defined as failures of the LICENSED
SOFTWARE to operate in substantial conformity with descriptions of
such operation in Exhibits II through V.
2. If the problems originate from incorrect use of the LICENSED SOFTWARE
or from a computer equipment malfunction which results in data base
errors which may require MEDITECH's assistance for correction,
MEDITECH will generally provide such assistance, however, depending on
the efforts to be expended, MEDITECH reserves the right to charge
Customer for the associated consulting time. Incorrect use of the
LICENSED SOFTWARE is defined as data processing procedures not in
conformity with such procedures as described in Exhibits II through V.
3. If the problems originate in Customer's computer network or in
software not covered by this Article or result from modifications to
the LICENSED SOFTWARE made by anyone other than MEDlTECH, MEDlTECH's
responsibility shall be limited to providing assistance and advice to
enable Customer to determine appropriate remedial action to be taken
by Customer or others (not by MEDITECH) to resolve such problems.
Routine service shall be available between 8:30 a.m. and 5:30 p.m., Monday
through Friday, Eastern Time, excluding Federal holidays. For those line items
of LICENSED SOFTWARE which have been transferred to the MEDITECH Client Services
Division, the hours will be extended until 10:00 p.m. Emergency service will be
available at any other time and at no additional cost for any line items that
have attained Live Status.
B. EDUCATIONAL SERVICE
1. After the Implementation Period for each line item of LICENSED
SOFTWARE, if Customer requests additional training in the use of
such LICENSED SOFTWARE, MEDlTECH shall provide this training at
MEDlTECH's then standard rates. Further, MEDITECH regularly
conducts workshops and seminars to continue to educate its
customers in the use of the LICENSED SOFTWARE. Customer shall be
entitled to attend these workshops and seminars at no additional
cost (other than its own travel and out-of-pocket expenses). In
addition, so long as the service described in this Article has
not been terminated, Customer shall automatically be a member of
the MEDITECH Information Exchange Customer Program.
2. Upon Customer's written request and at no additional cost to
Customer, MEDITECH's Client Services Division will perform
Operational Assessments (for various associated software
modules). MEDlTECH will review Customer's use of the LICENSED
SOFTWARE, make recommendations for any necessary improvements,
and provide Customer with a detailed written report of its
findings and recommendations. MEDITECH will perform Operational
Assessments not more frequently than once per year, following the
attainment of Live Status for all LICENSED SOFTWARE line items.
In the event that an Operational Assessment is performed at
Customer's site, Customer will be responsible for MEDITECH's
travel and out-of-pocket expenses.
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C. ENHANCEMENT SERVICE
At no additional cost MEDITECH shall make available to Customer all
enhancements of the LICENSED SOFTWARE, when applicable, which MEDITECH
makes generally available to its other customers. MEDITECH acknowledges
that Federal and State governments may mandate compliance by Customer with
various regulatory requirements, some of which may necessitate
modifications to the LICENSED SOFTWARE. Therefore, MEDITECH will, as far as
technically feasible and within a reasonable period of time, modify the
specific software capabilities of the LICENSED SOFTWARE documented within
the attached Exhibits II through V so that Customer may comply with
mandated Federal and State requirements to which it is subject. (NOTE:
MEDITECH reserves the right to charge Customer for additional functional
capabilities beyond that documented in Exhibits II through V, however,
MEDITECH will exercise its best efforts to minimize any such charges).
D. EXPENSES
In connection with the service described herein, if travel to Customer's
site is necessary, Customer agrees to reimburse MEDITECH for any actual and
reasonable travel and out-of-pocket expenses, however, no travel will be
initiated without Customer's prior approval. Customer also agrees to
reimburse MEDITECH for the reasonable costs of dial-up telephone expenses.
These expenses will be billed to Customer separately, as incurred, with
payment terms of net thirty (30) days.
E. CUSTOMIZATION SERVICE
If customization of the LICENSED SOFTWARE beyond that described in Exhibits
II through V is requested by Customer and assented to by MEDITECH, which
assent will not be unreasonably withheld, then:
1. Customer, with advice from MEDITECH, will specify in writing all
parameters necessary for MEDITECH to modify the LICENSED SOFTWARE
and MEDITECH will furnish to Customer a written price quotation
for such customization; and
2. If Customer assents to such price quotation, then Customer and
MEDITECH will enter into a separate agreement for delivery to
Customer of the requested customization.
ARTICLE V - OTHER TERMS & CONDITIONS
A. NON-ASSIGNMENT
MEDITECH agrees that it will not assign or subcontract any of its
installation obligations to a third party during the course of
implementation of the LICENSED SOFTWARE at Customer's sites.
B. NON-SOLICITATION
Each party agrees that during a twelve (12) month period commencing on
the date of this Agreement it shall not solicit for the purpose of
employment employees of the other party.
C. In the performance of the work, duties and obligations devolving upon
it under this Agreement, it is mutually understood and agreed that
MEDITECH is at all times acting and performing as an independent
contractor and nothing in the Agreement is intended nor shall be
construed to create between Customer and MEDITECH an employer/employee
relationship or a joint venture relationship. As an independent
contractor, MEDITECH will not be eligible for workers' compensation
insurance, unemployment compensation, health insurance or other
employee benefits provided by Customer to its employees. MEDITECH will
be responsible for payment of any and all taxes in connection with
wages paid by MEDITECH.
D. NOTICES
Unless otherwise expressly agreed, any notice required to be given
pursuant to the terms of this Agreement shall be in writing and shall
be sent registered mail, return receipt requested, to the parties at
the addresses as follows:
If to MEDITECH: Legal Department
Medical Information Technology, Inc.
XXXXXXXX Xxxxxx
Xxxxxxxx, XX 00000
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If to Customer: Xxxxx X. Shear
PHC Inc.
d/b/a Pioneer Behavioral Health
000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Any notice hereunder shall be considered to be given upon receipt thereof
by the party to be served. Any party hereto may change its address or
contact person for the purpose of this Agreement by giving the other party
fifteen (15) days written notice of such changes.
E. SEVERABILITY
If any term or provision of this Agreement shall be found to be illegal or
unenforceable then, notwithstanding, this Agreement shall remain in full
force and effect and such term or provision shall be deemed stricken.
F. HEADINGS
The headings in this Agreement are for convenience only and shall not
affect, in any way, the meaning or interpretation of this Agreement.
G. MEDITECH has provided to Customer a separate Business Associate
Agreement and a separate Security Rule Agreement that comply with the
requirements of the Health Insurance Portability and Accountability
Act of 1996 (HIPAA) as they pertain to Customer's relationship with
MEDITECH and software licensed from MEDITECH.
ARTICLE VI - ENTIRE AGREEMENT
This Agreement, including Exhibits I through V and Schedule A, is the entire
agreement between the parties hereto with reference to the subject matter
hereof. Warranties, expressed or implied, regarding the LICENSED SOFTWARE are
exclusively as stated herein; any and all prior or contemporaneous warranties,
representations, understandings or agreements are specifically and intentionally
excluded. This Agreement may not be modified or amended except by an Amendment
in writing between the parties. The failure of either party to require the
performance of any term or obligation of this Agreement, or the waiver by either
party of any breach of this Agreement shall not prevent a subsequent enforcement
of such term or obligation or be deemed a waiver of any subsequent breach.
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In witness whereof each party has executed this Agreement as a sealed instrument
this ____ day of March, 2006.
Customer PHC, Inc. d/b/a/ Pioneer Behavioral Health
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: CFO
MEDITECH Medical Information Technology, Inc.
By: ___________________________________________________
Name: Xxxxxx Xxxxxxx
Title: President & Chief Operating Officer
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EXHIBIT I
COMPUTER NETWORK CONFIGURATION
Computer network configuration to be determined by Customer in conjunction with
MEDITECH and subject to MEDITECH's approval. Prior to placing a firm order for
the components of the computer network configuration, Customer will provide to
MEDITECH for review and final approval a written description of the components
it intends to order, including computers, network, non-MEDITECH software, etc.
SCHEDULE A
IMPLEMENTATION AND STAFFING GUIDE
(document provided under separate cover)
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