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EXHIBIT 10.25
We have omitted certain portions of this document and filed them separately with
the Commission. These portions are marked with an asterisk (*).
ONLINE EDUCATION SERVICES PROVIDER AGREEMENT
This Online Education Services Provider Agreement ("Agreement"), is
entered into as of February 10, 2000 ("Effective Date") between HealthStream,
Inc., a Tennessee corporation with its principal place of business at ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("HealthStream") and
Columbia Information Systems, Inc. a Tennessee Corporation with its principal
place of business at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Client").
WHEREAS, HealthStream has developed and marketed and continues to
develop and market web-based applications that provide training and education
services for healthcare organizations;
WHEREAS, Client and its affiliates own and operate healthcare provider
organizations and have affiliations with other owners and operators of
healthcare provider organizations;
WHEREAS, Client wishes to access and utilize HealthStream's training
and education services and to make such services available to its affiliated
entities, and HealthStream has agreed to provide such training and education
services to Client;
WHEREAS, Client and HealthStream wish to provide for appropriate
consideration for the services obtained under this Agreement and each
acknowledge the sufficiency and adequacy of the value, concessions, and
recitations set forth herein;
NOW THEREFORE, Client and HealthStream agree as follows:
1. DEFINITIONS. As used in this Agreement, the following terms shall have
the meanings assigned below:
1.1. "Affiliated Providers" shall mean C/HCA Providers, HPG Providers,
LifePoint Providers, Triad Providers, or CIS Providers.
1.1.1. "C/HCA Providers" shall mean those Providers owned, controlled
or operated by any entity owned or controlled by Columbia/HCA
Healthcare Corporation.
1.1.2. "HPG Providers" shall mean HealthTrust Purchasing Group, L.P.
and Providers which are or become members of HealthTrust
Purchasing Group, LP and which are not C/HCA Providers,
LifePoint Providers or Triad Providers.
1.1.3. "LifePoint Providers" shall mean those Providers owned,
controlled, or operated by any entity owned or controlled by
LifePoint Hospitals, Inc.
1.1.4. "Triad Providers" shall mean those Providers owned,
controlled, or operated by any entity owned or controlled by
Triad Hospitals, Inc.
1.1.5. "CIS Providers" shall mean those Providers which receive
information systems services from Client.
1.2. "Authorized Users" shall mean (i) Client, (ii) Affiliated Providers to
which Client provides the Services under this Agreement, and (iii)
persons who access portions of the Services that may require user
registration and authentication in compliance with terms of
HealthStream's Services.
1.3. "Client Courseware" shall mean those courses based upon Client or
Affiliated Provider materials and information that have been conformed
for Web use by HealthStream or those Courses provided by Client or
Affiliated Providers to HealthStream in web-ready format. Client
Courseware will be provided to Authorized Users by HealthStream
pursuant to the terms of this Agreement.
1.4. "Confidential Information" shall mean the User Data, individual
performance records of Authorized Users, the identity and individual
performance records of Providers, financial and
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tax information, the object and source codes and documentation for
proprietary software, and such other information that is confidential
or proprietary business information and delivered or disclosed pursuant
to this Agreement.
1.5. "Content" shall mean all the information, excluding User Data,
disseminated by HealthStream in providing the Services. Content
includes HealthStream Courseware, promotional information, messages and
communication to Authorized Users, software (in object code format),
scripting, photos, text, video, graphics, sounds, images and other
material and services provided hereunder by HealthStream through the
Gateways, including the Gateways.
1.6. "Content Partners" shall mean those third parties that have licensed
HealthStream certain information or Courses included in the Content.
1.7. "Content Partner Courseware" shall mean Courses licensed by
HealthStream from Content Partners.
1.8. "Contracted Client" shall mean those Providers who have contracted with
Client for the Services.
1.9. "Course" shall mean any individual unit of instruction provided through
HealthStream's web-based applications. HealthStream Courseware and
Client Courseware are comprised of multiple Courses.
1.10. "Courseware" shall mean collectively the HealthStream Courseware and
Client Courseware.
1.11. "Expiration Date" shall mean four years from the Effective Date.
1.12. "Gateways" shall mean the online websites enabled by HealthStream
web-based applications that allow Authorized Users access to the
Services offered pursuant to the terms of this Agreement. Gateways are
designed to be Client or Contracted Client specific in branding and
identification pursuant to Section 2.
1.13. "HealthStream Courseware" shall mean Content Partner Courseware and
those Courses that are the proprietary property of HealthStream
provided to Authorized Users though the Gateways pursuant to the terms
of this Agreement. The library of HealthStream Courseware will expand
over time; new Course offerings will add to the breadth of the library
and replace those Courses that become outdated.
1.14. "HHS" shall mean the Department of Health and Human Services.
1.15. "Personal Information" shall mean information submitted by the
Authorized Users of the Services for personal identification, profiling
and report generation. Such Personal Information may include the name,
employer, department, social security number, profession, address, and
past educational activities for Authorized Users.
1.16. "Provider" shall mean healthcare provider facilities whose employees
require training to comply with legal requirements and continuing
education to maintain clinical or non-clinical licensure.
1.17. "Service Fees" shall mean the Courseware Fees, Administrative Fees,
Support Fees, Gateway Customization Fees, Report Creation Fees and
Courseware Development Fees due monthly for the Services.
1.18. "Services" shall mean the Learning Services, Administrative Services,
Support Services, Gateway Initialization Services, Report Creation
Services, Courseware Development Services, and other services as
provided by HealthStream to Client pursuant to the terms of this
Agreement.
1.19. "User Data" shall mean the Personal Information and other data
submitted and generated by Authorized Users of the Services under this
Agreement. Both parties shall have access to User Data subject to
Sections 4.4, 4.5 and 4.6 herein.
2. SERVICES. For the Fees specified in Article 3 herein, HealthStream
hereby agrees to perform the Services for the Client and its Authorized
Users based upon the terms of this Agreement.
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2.1 Learning Services. HealthStream hereby agrees to maintain, at its cost,
Gateways on the World Wide Web so that Authorized Users may access,
register for and take Courseware (the "Learning Services") through the
use of a password on the Gateway. The Learning Services provided
hereunder will enable each Authorized User to:
A. Register on the Gateway, subject to restrictions;
B. Search, select, enroll and take Courseware, subject to
restrictions;
C. Take exams and have exams graded and scored; and
D. Access a personalized educational transcript that documents
each Authorized User's completed Courseware, completion dates
and test scores (the "Educational Transcript").
2.2. Administrative Services. The Services provided pursuant to this Section
2.2 shall be known as the "Administrative Services."
2.2.1. Authorized User Control. HealthStream will provide control
services to allow specified Client and Contracted Client
personnel to identify Authorized Users and assign Courseware
to Authorized Users.
2.2.2. Reporting. HealthStream hereby agrees to store and provide
access to reports to Client (and Affiliated Providers for
which custom reports are created pursuant to Section 2.5
hereof) documenting the completion of Courses by Authorized
Users on the Gateways.
2.3. Support Services. The Phone Support Services and Email Support Services
provided pursuant to this Section 2.3 shall be known as the "Support
Services."
2.3.1. Phone Support Services. HealthStream hereby agrees to provide
to Client and Authorized Users access to HealthStream's
support personnel via telephone to obtain answers to questions
regarding the routine provision of Learning Services and
Administrative Services. Phone Support Services shall be
available to the Client or any Authorized User during normal
business hours, Central Standard Time. Each Authorized User
instance of access of the Phone Support Services shall be
known as a "Phone Support Session."
2.3.2. Email Support Services. HealthStream hereby agrees to provide
to Client and Authorized Users access to HealthStream's
support personnel via electronic mail to obtain answers to
questions regarding the routine provision of Learning Services
and Administrative Services. Electronic mail will be answered
during normal business hours, Central Standard Time. Each
Authorized User instance of access of the Email Support
Services shall be known as a "Email Support Session."
2.3.3. Error Correction Services. If Client or an Authorized User
suspects that an error is preventing provision of any of the
Administrative Services or the Learning Services, Client or an
Authorized User shall notify HealthStream of the suspected
error and HealthStream shall use commercially reasonable
efforts to confirm such suspected error. If the existence of
an error is confirmed by HealthStream, HealthStream shall
correct it as part of Support Services, but only to the extent
that the obligation to correct such error shall be in
conformity with Sections 6 (Warranty) and 12.6 (Force Majeure)
of this Agreement; However, provided that, HealthStream is
obligated to correct any defects addressed in items (a)
through (e) of Section 6.1.6 regardless of whether
HealthStream had knowledge of such defects. If the existence
of a suspected error cannot be confirmed by HealthStream or
should HealthStream ultimately determine that an error exists
because of any condition not attributable to HealthStream,
Client agrees to pay HealthStream for its error confirmation
and remedial services at HealthStream's prevailing hourly rate
for HealthStream's personnel time, plus reimbursement for
reasonable travel and living expenses incurred
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by HealthStream personnel in connection with such service. Any
invoice for such expenses shall be supported by receipts.
HealthStream will not initiate any remedial services for which
Client is obligated to pay HealthStream until Client agrees to
the scope and cost such of services.
2.3.4 Additional Services. In the event the Client or any Authorized
User requests any support or services other than those
included under the terms of this Agreement, HealthStream
shall, depending upon the availability of its personnel,
furnish such support or support services subject to additional
fees, terms and conditions, if any, as mutually agreed.
2.4. Gateway Initialization Services. HealthStream hereby agrees to set up
each Gateway for operation for each Contracted Client according to the
specifications described in Exhibit A attached hereto (the "Gateway
Initialization Services"). Upon delivery of the Gateway Initialization
Services, Contracted Client shall have fifteen (15) business days to
examine the Gateway Initialization Services and inform HealthStream of
a failure to conform to the specifications contained in Exhibit A
attached hereto. If no such failure is communicated by Contracted
Client to HealthStream within this time period, the Gateway
Initialization Services shall be deemed accepted. Such acceptance shall
not relieve HealthStream of its obligation to meet the specifications.
If at any time the Gateway Initialization Services fail to conform to
the specifications, HealthStream shall correct, modify or improve the
Gateway Initialization Services to meet the specifications. -
2.5. Report Creation Services. HealthStream will develop custom reports for
Client and Affiliated Providers as needed ("the Report Creation
Services"). HealthStream and Client or Affiliated Provider will agree
in writing as to the scope of the Report Creation Services on a per
project basis.
2.6. Courseware Development Services. HealthStream will develop Client
Courseware or customize certain HealthStream Courseware for Client and
Affiliated Providers as needed ("the Courseware Development Services").
HealthStream and Client or Affiliated Provider will agree in writing as
to the scope of the Courseware Development Services on a per project
basis.
2.7. Delivery. The delivery of the Services shall be provided according to
the delivery schedule outlined in Exhibit B attached hereto.
3. SERVICE PLACEMENT AND FEES.
3.1. Services Placement. HealthStream Grants Client the non-exclusive,
non-transferable right to contract the delivery of the Services to
Affiliated Providers. Each Provider that contracts with Client for the
Services will become a Contracted Client and will have access to the
Services.
3.1.1 Any Affiliated Provider facility which is sold to an
independent third party may continue to utilize the Services
provided Client is providing data processing services to such
divested entity. If Client is not continuing to provide data
processing services to such divested entity, then such entity
shall have the right to continue to use the Services for the
remainder of the current calendar year, or ninety (90) days,
whichever is longer. After such time, the entity will have to
obtain its own license.
3.1.2 HealthStream, acting as an agent on behalf of the applicable
Affiliated Provider shall have the right to license use of
Client Courseware through its own Web sites in a manner that
shall be mutually agreed upon in writing by the parties.
3.2 Service Fees. In consideration of the Services provided hereunder,
Client shall pay to HealthStream:
3.2.1. Courseware Fee for Learning Services. Fees outlined in this
Section 3.2.1 shall be the "Courseware Fee." A list of
available courseware is described in Exhibit C attached
hereto.
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3.2.1.1. Regulatory Courseware. A fee equal to * per course on OSHA and
JCAHO mandated topics (the "Regulatory Courseware").
3.2.1.2. Content Partner Courseware. A fee equal to * for Content
Partner Courseware.
3.2.1.3. HealthStream Owned Courseware. A fee equal to * per course for
all HealthStream Courseware that is not Regulatory Courseware
or Content Partner Courseware.
3.2.1.4. Client Courseware. Fees for Client Courseware provided through
the Gateways will be negotiated on a case by case basis.
3.2.2. Administrative Fee for Administrative Services. A fee equal to
the sum of * per year, per Authorized User, billed at * per
month per Authorized User (the "Administrative Fee");
3.2.3. Support Fee for Support Services. One identified staff member
from each Contract Client Provider will be given un-metered
access to the Support Services.
3.2.3.1. A fee equal to the sum of * per Phone Support
Session, billed monthly.
3.2.3.2. A fee equal to the sum of * per Email Support Session
for each Email Support Session in excess of twenty
five (25) per Contract Client Provider per month,
billed monthly.
3.2.3.3. The fees due for Phone Support Sessions, 24/7 Online
Support Sessions and Email Support Sessions as
provided herein shall be known as the "Support Fees".
3.2.4. Gateway Initialization Fee for Gateway Initialization
Services. A one-time per Gateway fee equal to * for each
Gateway, billed monthly for each Gateway made operational and
accepted under Section 2.4 during the prior month (the
"Gateway Customization Fee");
3.2.5. Report Creation Fee for Report Creation Services. Customized
reports will be created by HealthStream for Client and
Affiliated Providers at its then hourly rate less * (the
"Report Creation Fee");
3.2.6. Courseware Development Fee for Courseware Development
Services. Fees for Courseware Development Services will be
mutually agreed upon by both parties when the scope of each
courseware development project is identified.
3.3 Payment. The Service Fees are due each month upon receipt of an invoice
from HealthStream, subject to Section 3.5 herein, and payable within
thirty (30) days after receipt. HealthStream will provide invoices
detailing all Service Fees. All invoices shall be submitted
electronically in (*.txt) Text Only format in form and content as
specified in Exhibit B, or as mutually agreed between the parties from
time to time.
3.4 Annual Commitment. Client makes a commitment to purchase * of Services
in each year of the Agreement (the "Annual Commitment") for a total
commitment to purchase * of Services over the initial Term of this
Agreement (the "Total Commitment"). Up to * of Annual Commitment from
the first year of this Agreement (the "First Year") may be shifted pro
rata to years two, three and four of this Agreement (the "Later
Years") at Client option provided the Total Commitment is achieved by
the Expiration Date. Payments by Authorized Users for Learning
Services accessed through the Gateways shall be credited to the Annual
Commitment.
3.5 Annual Reconciliation. Pursuant to the Annual Commitment, Client agrees
to pay HealthStream the difference between the Annual Commitment and
any Services Fees billed
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during each of year of the Agreement within thirty (30) days of the end
of each year of this Agreement.
3.6 Adjustment in Fees. The Fees due hereunder and set forth in Section 3.2
herein may be subject to an annual adjustment prior to the Expiration
Date. Fee increases shall not exceed five percent (5%) per annum. If
HealthStream provides substantially similar Services to another party
at prices less than the prices being paid by Client, HealthStream and
Client shall mutually agree to an appropriate reduction in the price;
provided, however the reduced price shall not be less than the price
paid by the other party.
3.7 Fees Related to Additional Products and Services. Notwithstanding
anything to the contrary contained in the fee adjustment procedures
described in this Agreement or the fee schedule set forth in Section
3.2 herein, any modification to the Services, which are requested by
Client, may be accompanied by additional fees as determined by
HealthStream, and approved in writing by Client prior to initiation of
such modification. If HealthStream initiates a modification on its own
initiative without a request by Client, then there will be no
additional costs or fees for such modification prior to the Expiration
Date.
3.8 All undisputed amounts due hereunder must be paid within thirty (30)
days after the date of receipt of an invoice (the "Due Date"). Any
payment not received within fifteen (15) days of its Due Date shall
accrue at the rate of one percent (1%) per month; provided, however, if
such rate is not then lawful, any such payment shall accrue at the
highest lawful rate then available.
4. INTELLECTUAL PROPERTY.
4.1. Content. Content may be accessed by Client and any Authorized User, but
only for the purposes described herein.
4.2. Prohibited Use of Content. The Content is protected in the U.S. and
internationally by a variety of laws, including without limitation,
copyright laws, trademark laws and other proprietary rights laws.
Client and any Authorized User are granted permission to access the
Content from HealthStream, but only for purposes of viewing, browsing
or ordering products and services from HealthStream. HealthStream is
not granting Client or any Authorized User permission to use the
Content other than as expressly stated in this Agreement. Except as
stated herein and in Section 5 hereof, none of the Content may be
copied, reproduced, distributed, republished, downloaded, displayed,
posted or transmitted, in any form or by any means, including without
limitation, electronic, mechanical, photocopying, or recording, without
the prior written permission of HealthStream.
4.3. Trademarks. The trademarks, service marks, and logos (collectively, the
"Trademarks") used and displayed on the Content are registered and
unregistered trademarks of HealthStream, Client, Authorized Users and
others. Nothing in this Agreement, the Gateway or on any HealthStream
Web site should be construed as granting, by implication, estoppel, or
otherwise, any license or right to use any Trademark displayed on the
Gateway or on any HealthStream Web site, without the express written
permission of the Trademark owner. Client, Authorized Users and
HealthStream will refrain from issuing each other's name or logo as a
link to any network site unless establishment of such a link is
approved in advance and in writing by the owner of the name or logo.
4.4. Confidential and Proprietary Information. With respect to the
development services provided in Section 2 herein, HealthStream
acknowledges that Confidential Information provided by Client or
Authorized Users is protected by law. HealthStream will neither
disclose such information, directly or indirectly, nor use such
information for any purpose except to perform the services described in
this Agreement, except as provided below, or outlined in Sections 4.5
and 4.6 herein. All documents or records of a disclosing party which
may be used or received by HealthStream shall remain exclusive property
of the disclosing party. Client, on behalf of itself and the Affiliated
Providers, acknowledges that Confidential Information provided by
HealthStream is also protected by law. Client and the Affiliated
Providers will neither disclose such information, directly or
indirectly, nor use such information for any purpose except to
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perform the services described in this Agreement. Either party shall
take appropriate action, by instruction to or agreement with its
employees, agents and subcontractors, to maintain the confidentiality
of the Confidential Information. Either party shall exercise at least
the same degree of care to safeguard the confidentiality of the other
party's Confidential Information as it does to safeguard its own
proprietary confidential information of equal importance, but not less
than a reasonable degree of care. Either party agrees to execute
written confidentiality agreements with its employees, agents, and
subcontractors addressing either party's obligations set forth in this
section. Either party shall promptly notify the other party in the
event that it learns of any unauthorized release of Confidential
Information. Either party shall have no obligation with respect to: (a)
Confidential Information publicly known prior to the disclosure or
which becomes publicly known through no wrongful act of the receiving
party; (b) Confidential Information that was in lawful possession of
the recipient prior to the disclosure, without any confidentiality
obligation; (c) Confidential Information that was independently
developed by the recipient outside the scope of this Agreement and
without access to information received from the other party pursuant to
this Agreement; (d) Confidential Information that was disclosed to the
recipient by an unrelated third party in lawful possession of the
information and not in breach of any confidentiality obligation with
respect to such information; or (e) Confidential Information required
to be disclosed pursuant to regulatory action or court order, provided
adequate prior written notice of any such request to product is given
to the discloser of the information. Upon the termination of this
Agreement, either party shall: (i) immediately cease to use the
Confidential Information; (ii) return to the other party Confidential
Information and all copies thereof within thirty (30) days of the
termination or destroy the Confidential Information in accordance with
the other party's policy and all-applicable state and federal laws; or
(iii) upon request, certify in writing to the other party that it has
complied with its obligations set forth in (i) and (ii) above. The
parties acknowledge that monetary remedies may be inadequate to protect
their rights with respect to Confidential Information and that, in
addition to legal remedies otherwise available to either party,
injunctive relief is an appropriate judicial remedy to protect either
party's rights in Confidential Information. Either party may enforce
the other party's obligations hereunder by seeking equitable relief
which remedy shall be nonexclusive. Either party agrees to provide
reasonable assistance and cooperation upon the request of the other
party in connection with any litigation against third parties to
protect Confidential Information
4.5. Aggregated Data. HealthStream agrees not to distribute directly any
User Data which may be collected or received by HealthStream. Client
grants HealthStream an unrestricted, royalty-free, irrevocable license
to maintain and distribute aggregated compilations of User Data
("Aggregated Data") such that Personal Information and the identity of
Client and Contract Client Providers is not included. Aggregated Data
will be used for measurement of performance norms for all HealthStream
clients and will likewise include performance information generated by
other HealthStream clients. The process of collecting and generating
Aggregated Data assists HealthStream clients maximize the effectiveness
of the Services for their employees. HealthStream will adhere to all
HHS or United States governmental regulations regarding privacy of User
Data. The right to maintain and distribute Aggregated Data shall
survive this Agreement. HealthStream will provide Client with
Aggregated Data upon request.
4.6. Licensing Organization Distribution. In the regular course of
performing the Services, HealthStream may distribute certain User Data
to licensing organizations for the benefit of Authorized Users. The
release of such information is consistent with the current practice
used by Authorized Users themselves when reporting educational activity
for credit toward professional licensure. HealthStream will release
only the minimum information required by these organizations to
adequately credit Authorized Users for educational activities
completed. The provisions of this Section 4 shall survive any
termination of this Agreement.
4.7. Title. Title to Client Courseware (including Web versions thereof
subject to this Section 4.7) remains in name of Client or Affiliated
Providers, as applicable, and HealthStream shall not use Client
Courseware except as expressly allowed under this Agreement. Subject to
this
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Section 4.7, nothing in this Agreement, either express or implied,
shall give HealthStream any right, title or ownership in and unto
Client Courseware. This Agreement does not grant HealthStream a license
to use or distribute the Client Courseware other than as set forth
herein. Title to HealthStream Courseware remains in name of
HealthStream or Content Partners, as applicable, and Client and
Affiliated Providers shall not use HealthStream Courseware except as
expressly allowed under this Agreement. HealthStream shall retain title
to any software code it uses to conform Client Courseware into a Web
based format; provided that, HealthStream grants Client and Affiliated
Providers a transferable, non-terminable, worldwide, royalty free
license to use such software code to the extent necessary to make
Client Courseware available to Affiliated Providers as provided under
this Agreement.
5. CLIENT AND AUTHORIZED USER CONDUCT.
5.1. Permitted and Prohibited Conduct. Client and any Authorized User may
access, download, or copy Content located on the Gateways, only for
non-commercial use within Client's organization, provided that Client
retains all copyright, trademark and other proprietary notices
contained in such Content in all printed and other copies. Client and
any Authorized User may not de-compile, reverse engineer, modify, copy,
distribute, transmit, display, perform, reproduce, publish, license,
create derivative works from, transfer, or sell any information,
software, products, or services obtained from the Gateways.
5.2. Prohibited Distribution. In no event may Client and any Authorized
User, directly or indirectly, sell or offer for sale any Content
located on the Gateways or upload, distribute, or otherwise publish
Content in any other form or medium.
5.3. Prohibited Infringement. Neither Client nor any Authorized User shall
knowingly upload to, or distribute or otherwise publish through the
Gateways any content that violates or infringes the rights of any
persons, including but not limited to, rights in copyrights, patents,
trademarks, trade secrets, and other proprietary rights.
5.4. Prohibited Information. Client nor any Authorized User shall knowingly
upload to, or distribute or otherwise publish through the Gateways any
content that (1) is libelous, threatening, defamatory, obscene,
indecent, pornographic, abusive, or could give rise to any civil or
criminal liability under U.S. or international law, or (2) includes any
bugs, viruses, worms, trojan horses, or other harmful properties.
Client and any Authorized User will not use the Gateways for, or to
further, any illegal purposes.
5.5. Prohibited Solicitation. Neither Client nor any Authorized User shall
upload to, or distribute or otherwise publish through the Gateways any
content containing any solicitations of funds, advertising, or
solicitations for goods or services.
6. WARRANTIES AND REPRESENTATIONS.
6.1. HealthStream warrants and represents that:
6.1.1. all of the Services HealthStream performs under this Agreement
will be performed in a professional and workmanlike manner,
consistent with generally accepted industry standards, using
properly trained personnel and in conformance with standards
and specifications expressly stated herein;
6.1.2. HealthStream has all requisite power, authority and legal
right to execute, deliver and perform its obligations under
this Agreement and all of such actions have been duly and
validly authorized by all necessary proceedings on the part of
HealthStream;
6.1.3. no authorization, consent, approval, license, permit,
exemption or other action by, and no registration,
qualification, designation, declaration or filing with any
governmental authority is or will be necessary in connection
with the execution of this Agreement and HealthStream will
comply with all applicable laws and regulations in the
performance of its obligations under this Agreement;
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6.1.4. the execution and delivery of this Agreement by HealthStream
does not and will not (a) violate any applicable law; or (b)
conflict with or result in a material breach of or default
under any agreement or instrument to which HealthStream is a
party or by which any of its properties is bound;
6.1.5. there is no pending action, suit or threatened proceeding by
or before any governmental authority against HealthStream that
in any way affects HealthStream's ability to enter into this
Agreement or perform any of HealthStream's obligations
hereunder;
6.1.6. to the best of HealthStream's knowledge, HealthStream's
performance of this Agreement shall not (a) impair or infringe
on the intellectual property rights of any third party or any
rights of publicity or privacy; (b) violate any law, including
without limitation, the laws and regulations governing export
control, unfair competition, anti-discrimination or false
advertising; (c) be defamatory, trade libelous, or unlawfully
harassing; (d) be obscene, child pornographic or indecent; (e)
contain any viruses, Trojan horses, trap doors, Easter eggs,
worms, time bombs, or other computer programming routines
intended to damage, interfere with, intercept, or expropriate
any hardware, software, data or peripheral equipment system;
and
6.1.7. any Content that has been represented as being accredited by
an accrediting body shall be so accredited.
6.2. Client warrants and represents that:
6.2.1. Client has all requisite power, authority and legal right to
execute, deliver and perform its obligations under this
Agreement and all of such actions have been duly and validly
authorized by all necessary proceedings on the part of Client;
6.2.2. the execution and delivery of this Agreement by Client does
not and will not (a) materially violate any applicable law; or
(b) conflict with or result in a material breach of or default
under any agreement or instrument to which Client is a party
or by which any of its properties is bound;
6.2.3. Client shall not allow any other entity or third party to
purchase, license or sublicense the Services, except those
Affiliated Providers as provided herein;
6.2.4. Client shall be responsible for any and all taxes, other than
HealthStream income tax, applicable to or in connection with
the services rendered by HealthStream pursuant to the terms of
this Agreement; and
6.2.5. the content submitted to HealthStream for the Gateway
Customization Services shall not knowingly infringe any
patents, copyrights, trade secrets, or other proprietary
rights of any third parties, and Client will have no reason to
believe that any such infringement or claims thereof could be
made by third parties.
7. DISCLAIMER OF WARRANTIES.
7.1. THE WARRANTIES EXPRESSED IN SECTION 6 HEREIN REPRESENT THE ENTIRE
WARRANTY OF HEALTHSTREAM WITH RESPECT TO THIS AGREEMENT, AND ARE IN
LIEU OF ANY AND ALL OTHER WARRANTIES, WRITTEN OR ORAL, EXPRESS OR
IMPLIED.
7.2. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE GATEWAYS AND THE
SERVICES AND ALL OTHER OBLIGATIONS PROVIDED BY HEALTHSTREAM PURSUANT TO
THE TERMS OF THIS AGREEMENT ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTIES
OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE.
7.3. DUE TO THE NUMBER OF SOURCES FROM WHICH CONTENT DELIVERED VIA THE
Page 9 of 22
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SERVICES IS OR WILL BE OBTAINED, AND THE INHERENT HAZARDS OF ELECTRONIC
DISTRIBUTION, THERE MAY BE DELAYS, OMISSIONS OR INACCURACIES IN SUCH
CONTENT AND THE SERVICES. THE SERVICES COULD INCLUDE TECHNICAL OR OTHER
INACCURACIES OR TYPOGRAPHICAL ERRORS. PERIODICALLY, CHANGES MAY BE MADE
IN THE CONTENT PROVIDED IN THE SERVICES. HEALTHSTREAM WARRANTS THAT IT
WILL EXERCISE COMMERCIALLY REASONABLE EFFORTS TO ENSURE THE ACCURACY,
COMPLETENESS, CURRENTNESS OF THE CONTENT AVAILABLE THROUGH THE
SERVICES, OR THE SERVICES THEMSELVES, OR ANY OTHER CONTENT WHICH IS
REFERENCED BY OR LINKED TO THE SERVICES. HEALTHSTREAM DOES NOT CLAIM
COMPREHENSIVENESS OR THE ABSENCE OF ERRORS. HEALTHSTREAM ASSUMES NO
INDIRECT RESPONSIBILITY FOR THE USE OF THE SERVICES BY THE CLIENT OR
AUTHORIZED USERS. NEITHER PARTY, AUTHORIZED USERS NOR THEIR CONTENT
PARTNERS SHALL BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE, OR
INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES AS A RESULT OF USE OF
THE SERVICES OR THE CONTENT, EVEN IF EXPRESSLY MADE AWARE OF THE
POSSIBILITY THEREOF.
7.4. EXCEPT HEALTHSTREAM'S BREACH OF THE WARRANTY MADE IN SECTION 6.1.6
HEREOF, ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED
THROUGH THE USE OF THE GATEWAYS IS AT CLIENT AND AUTHORIZED USER'S OWN
DISCRETION AND RISK AND CLIENT IS SOLELY RESPONSIBLE AND LIABLE FOR ANY
DAMAGE TO CLIENT OR AUTHORIZED USER'S COMPUTER SYSTEM OR FOR LOSS OF
DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
HEALTHSTREAM ASSUMES NO RESPONSIBILITY FOR THE USE OF THE GATEWAYS BY
CLIENT OR ANY AUTHORIZED USER.
7.5. NEITHER PARTY SHALL BE LIABLE FOR LOST PROFITS, LOST OPPORTUNITIES, OR
INCIDENTAL OR CONSEQUENTIAL DAMAGES UNDER ANY CIRCUMSTANCES. IN NO CASE
SHALL THE AMOUNT OF DAMAGES PAYABLE TO CLIENT FROM ANY AND ALL PARTIES
FOR ANY CLAIM ARISING FROM THE PROGRAM OR THIS AGREEMENT (INCLUDING,
WITHOUT LIMITATION, ITS WARRANTY PROVISIONS) EXCEED THE AMOUNTS PAID BY
CLIENT TO HEALTHSTREAM UNDER THIS AGREEMENT.
7.6. EXCEPT FOR ANY CLAIM FOR INDEMNITY UNDER SECTION 10, IN NO EVENT MAY
ANY ACTION BE BROUGHT AGAINST HEALTHSTREAM, OR AN INFORMATION PARTNER
ARISING OUT OF THIS AGREEMENT MORE THAN ONE YEAR AFTER THE CLAIM OR
CAUSE OF ACTION ARISES, OR ONE YEAR AFTER THE CLIENT OR AUTHORIZED USER
SHALL HAVE LEARNED OF THE ALLEGED DEFECT, INJURY, OR LOSS, WHICHEVER IS
LATER. THE PROVISIONS OF THIS SECTION 7 SHALL SURVIVE ANY TERMINATION
OF THIS AGREEMENT.
8. LINKS TO OTHER WEB SITES
HEALTHSTREAM MAKES NO REPRESENTATIONS WHATSOEVER ABOUT ANY OTHER WEB SITE THAT
CLIENT OR ANY AUTHORIZED USER MAY ACCESS THROUGH HEALTHSTREAM'S WEB SITE OR THE
GATEWAYS. WHEN CLIENT OR ANY AUTHORIZED USER ACCESSES A NON-HEALTHSTREAM WEB
SITE, IT IS INDEPENDENT FROM HEALTHSTREAM, AND THAT HEALTHSTREAM HAS NO CONTROL
OVER THE CONTENT ON THAT WEB SITE. IN ADDITION, A LINK TO A NON-HEALTHSTREAM WEB
SITE DOES NOT MEAN THAT HEALTHSTREAM ENDORSES OR ACCEPTS ANY RESPONSIBILITY FOR
THE CONTENT, OR THE USE, OF SUCH WEB SITE. IT IS UP TO CLIENT OR ANY AUTHORIZED
USER TO TAKE PRECAUTIONS TO ENSURE THAT WHATEVER CLIENT OR ANY AUTHORIZED USER
SELECTS FOR CLIENT OR ANY AUTHORIZED USER'S USE IS FREE OF SUCH ITEMS AS
VIRUSES, WORMS, TROJAN HORSES AND OTHER ITEMS OF A DESTRUCTIVE NATURE.
HEALTHSTREAM MAKES NO REPRESENTATION OR WARRANTY AS TO ANY THIRD PARTY PRODUCTS
OR SERVICES.
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9. LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY, AUTHORIZED USERS OR THEIR PARENT COMPANIES AND
AFFILIATES, OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
REPRESENTATIVES, CONTENT PARTNERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR OTHER DAMAGES RESULTING FROM
USE OF THE GATEWAYS, ITS CONTENT OR LINKS, INCLUDING, BUT NOT LIMITED TO DAMAGES
FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF A PARTY OR
AUTHORIZED USER HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. INDEMNITY
10.1. Indemnity by HealthStream. HealthStream shall defend, indemnify and
hold Client and Authorized Users, their officers, directors, employees,
consultants and agents harmless from any loss, liability, damage, cost,
or expense (including reasonable counsel fees and litigation costs),
arising out of any claims or suits that may be made or brought against
Client by reason of the breach or alleged breach by HealthStream of the
warranties or representations contained herein, or by reason of any
infringement or alleged infringement of any patent, trademark,
copyright or trade secret right resulting from the Services provided
herein. HealthStream shall have the sole right to conduct the defense
of any such claim or action and all negotiations for its settlement or
compromise, unless otherwise mutually agreed upon in writing, or unless
HealthStream fails to assume its obligation to defend and Client is
required to do so to protect its interests.
10.2. Indemnity by Client. Client agrees to indemnify, defend and hold
harmless HealthStream, its officers, directors, employees, consultants
and agents from any and all third party claims, liability, damages
and/or costs (including but not limited to attorney's fees) arising
from Client or any Authorized User's violation of the terms and
conditions hereunder, arising out of any claims or suits that may be
made or brought against HealthStream by reason of the breach or alleged
breach by Client of the warranties or representations contained herein,
or by reason that the content in the Client Courseware infringes any
patent, trademark, copyright or trade secret right. Client shall have
the sole right to conduct the defense of any such claim or action and
all negotiations for its settlement or compromise, unless otherwise
mutually agreed upon in writing, or unless Client fails to assume its
obligation to defend and HealthStream is required to do so to protect
its interests.
10.3 This Article 10 shall survive the termination, cancellation or
expiration of these terms and conditions.
11. TERM AND TERMINATION.
11.1. Term. This Agreement shall be in effect until the Expiration Date (the
"Term") and shall be automatically renewed for additional one (1) year
periods unless notification by either party is provided forty-five (45)
days in advance of the Expiration Date. During any renewal term, either
party may terminate this Agreement upon forty-five (45) days notice to
the other party.
11.2. Termination or Cancellation. This Agreement may be terminated or
canceled upon the occurrence of one or more of the following events:
11.2.1. by either party if the other party seeks protection under the
bankruptcy laws (other than as a creditor) or any assignment
is made for the benefit of creditors or a trustee is appointed
for all or any portion of such party's assets;
11.2.2. by either party in the event that the other party hereto has
materially breached this Agreement; provided, however, that no
such termination shall be effective unless (i) the terminating
party provides the written notice ("Termination Notice") via
overnight courier to the other party setting forth the facts
and circumstances constituting the
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breach, and (ii) the party alleged to be in default does not
cure such default within ten (10) business days following
receipt of the Termination Notice. In the event that the
nature of the default specified in the Termination Notice
cannot be reasonably cured within ten (10) business days
following receipt of the Termination Notice, a party shall not
be deemed to be in default if such party shall, within such
ten (10) day period, present a schedule to cure the default,
commences curing such default and thereafter diligently
executes the same to completion within six (6) months. If the
breach specified in the Termination Notice is timely cured or
cure is commenced and diligently pursued, as provided above,
the Termination Notice shall be deemed rescinded and this
Agreement shall continue in full force and effect.
Notwithstanding the foregoing, all Termination Notices for
non-payment must be cured with thirty (30) days of receipt. In
the event the default specified in the Termination Notice
cannot be reasonably cured at all, a party shall be deemed to
be in default.
11.3 Post Termination Obligations. In the event of termination of this
Agreement by HealthStream due to a default by Client, all fees
previously due or owing by Client and Authorized Users as of the date
of termination will be immediately due and payable in full. In the
event of termination of this Agreement by Client due to a default by
HealthStream, HealthStream shall reimburse Client for any amounts paid
by Client or Authorized Users for Services not provided prior to
termination. This is in addition to any other remedies available to the
parties at law.
12. MISCELLANEOUS
12.1 STATUTE OF LIMITATIONS. EXCEPT FOR ANY CLAIM FOR INDEMINTY UNDER
SECTION 10, ANY ACTION OR CLAIM AGAINST HEALTHSTREAM FOR ANY DAMAGES
ARISING OUT OF, OR RELATING TO THE TERMS OF THIS AGREEMENT OR
HEALTHSTREAM'S OBLIGATIONS HEREUNDER MUST BE COMMENCED WITHIN ONE YEAR
AFTER COMPLETION OF SERVICES THAT ARE THE SUBJECT MATTER OF THE CLAIM.
12.2 Attorneys' Fees. In the event of breach by either party of any
provision contained in this Agreement, the prevailing party shall be
entitled to recover its reasonable attorneys' fees and costs incurred
in enforcement of the provisions of this Agreement against the
defaulting or breaching party.
12.3 Headings. Captions and headings to sections are included solely for
convenience and are not intended to affect the interpretation of any
provision of this Agreement.
12.4 Amendments in Writing. No amendment, modification, or waiver of any
provision of this Agreement shall be effective unless it is set forth
in a writing that refers to this Agreement and is executed by an
authorized representative of each party hereto. No failure or delay by
any party in exercising any right, power, or remedy will operate as a
waiver of any such right, power, or remedy.
12.5 Third Party Rights. Except for Authorized Users, this Agreement is not
intended and shall not be construed to create any rights for any third
party.
12.6 Force Majeure. Neither party shall be liable nor deemed to be in
default of its obligations hereunder for any delay or failure in
performance under this Agreement or other interruption of service
resulting, directly or indirectly, from acts of God, civil or military
authority, act of war, accidents, natural disasters or catastrophes,
strikes, or other work stoppages or any other cause beyond the
reasonable control of the party affected thereby. However, each party
shall utilize it best good faith efforts to perform such obligations to
the extent of its ability to do so in the event of any such occurrence
or circumstances. If a single force majeure condition causes a delay or
failure in performance under this Agreement or other interruption of
service exceeding ninety (90) days, the non-affected party may
terminate subject to the requirements of Section 11.2 herein above by
providing a Termination Notice to the affected party.
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12.7 Independent Contractors. Each party to this Agreement is an independent
contractor and this Agreement shall not be construed as creating a
joint venture, partnership, agency or employment relationship between
the parties hereto nor shall either party have the right, power or
authority to create any obligation or duty, express or implied, on
behalf of the other.
12.8 Insurance. HealthStream shall maintain liability coverage for errors
and omissions with coverage of at least $1,000,000 per incident and
$2,000,000 in the aggregate. Client shall be provided a copy of the
certificate of insurance upon signing of this Agreement. Client shall
be promptly notified at least thirty (30) days prior to any
cancellation of policy or reduction in coverage below the required
amounts specified in this Section 12.8.
12.9 Governing Law. This Agreement shall be governed by the laws of the
State of Tennessee without regard to its choice of law provisions.
12.10 Entire Agreement; Severability. This Agreement, together with the
schedules and other attachments referenced herein, contains a full and
complete expression of the rights and obligations of the parties
hereto. If any provision of this Agreement conflicts with any schedule
or attachment to this Agreement, this Agreement shall control with
respect to the subject matter of such attachment. This Agreement
supersedes any and all other previous agreements, written or oral, made
by the parties concerning the subject matter hereof. If any provision
of this Agreement is finally held by a court or arbitration panel of
competent jurisdiction to be unlawful, the remaining provisions of this
Agreement shall remain in full force and effect to the extent that the
parties' intent can be lawfully enforced. Without limiting the
generality of the foregoing, it is expressly agreed that the terms of
any Client or Affiliated Provider purchase order will be subject to the
terms of this Agreement and that any acceptance of a purchase order by
HealthStream will be for acknowledgment purposes only and none of the
terms set forth in the purchase order will be binding upon
HealthStream.
12.11 Notice. All notices required hereunder (except invoice or purchase
orders as provided herein) shall be in writing and shall be deemed to
have been duly given upon receipt, and shall be either delivered in
person, by registered or certified mail, postage prepaid, return
receipt requested, or by overnight delivery service with proof of
delivery, and addressed as follows:
To HealthStream: ▇▇▇▇▇▇ ▇▇▇▇▇, Esq.
Vice President and General Counsel
HealthStream, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
To Client: Director, I/S Contracts
Columbia Information Systems, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
and to: General Counsel
Columbia/HCA Healthcare Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
12.12 Publicity. HealthStream and Client agree not to advertise or to use the
other party's name in any advertising, except as contemplated by this
Agreement or as may be required by law, without first obtaining written
consent from the other party, which consent shall not be unreasonably
withheld.
12.13 Assignment, Subsidiaries, and Successors. It is understood and agreed
that the parties are entering into this Agreement not only for their
own benefit but also and equally for the direct benefit of their
subsidiaries and affiliates, present and future, and that each and
every right, benefit, remedy, and warranty accruing to the parties
hereunder likewise accrue to the subsidiaries and affiliates of the
parties, including but not limited to the right to enforce this
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Agreement in their respective names. This Agreement shall inure to the
benefit of and be binding on any respective successors and permitted
assigns of the parties.
12.14 Books and Records. Pursuant to the requirements of 42 CFR 420.300 et
seq., HealthStream agrees to make available to the Secretary of HHS,
the Comptroller General of the Government Accounting Office ("GAO") or
their authorized representatives, all contracts, books, documents and
records necessary to verify the nature and extent of the costs of the
services provided hereunder for a period of four (4) years after the
furnishing of services hereunder for any and all services furnished
under this Agreement. In addition, HealthStream hereby agrees to
require by contract that each subcontractor makes available to the HHS
and GAO, or their authorized representative, all contracts, books,
documents and records necessary to verify the nature and extent of the
costs of the services provided thereunder for a period of four (4)
years after the furnishing of services thereunder. HealthStream agrees
to comply at all times with the regulations issued by HHS, published at
42 CFR 1001, and which relate to HealthStream's obligation to report
and disclose discounts, rebates and other reductions to Client for
products purchased by Client under this Agreement. If HealthStream
carries out the duties of this Agreement through a subcontract worth
$10,000 or more over a twelve month period with a related organization,
the subcontract will also contain a clause substantially identical to
those contained in the foregoing sections of this Agreement to permit
access by Client, the Secretary, the United States Comptroller General
and their representatives to the related organization's books and
records. Client rights under this Section shall survive for a period of
four (4) years after termination or expiration of this Agreement.
HealthStream represents and warrants that it has not been excluded from
participation in any Federal healthcare program as defined in 42 U.S.C.
Section 1320a-7b(f).
12.15 Audit and Reporting. Client shall have the right, during normal
business hours and with reasonable advance notice, to review and
photocopy HealthStream's books and records that pertain directly to the
accounts of Client, Affiliated Providers, or Authorized Users. The
audit may be conducted by Client's employees or by an external auditing
firm selected by Client. The cost of audit, including the cost of the
auditors and reasonable cost of copies of books and records shall be
paid by Client. Client shall have no obligation to pay the cost
incurred by employees and agents of HealthStream in cooperating with
Client in such audit. Client does not have the right to review the
books and records that pertain to the accounts of other HealthStream
customers or business partners. Client may not conduct more than one
such audit per year. Any personnel of Client shall sign a mutually
agreeable confidentiality agreement before such audit is done.
12.16 Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, and intending to be legally bound hereby, each
party hereto warrants and represents that this Agreement has been duly
authorized by all necessary corporate action and that this agreement has been
duly executed by and constitutes a valid and binding agreement of that party.
All signed copies of this Agreement shall be deemed originals.
HealthStream, Inc.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
Client
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
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EXHIBIT A
GATEWAY INITIALIZATION SERVICES
HealthStream's Gateway Initialization Services will consist of the following
processes required to make each Gateway operational. The processes below are not
chronologically organized; selected processes below may be managed concurrently.
Additional processes may be required to ensure each Gateway is made operational
rapidly and efficiently.
1. Gateway Customization - HealthStream will modify each Provider Gateway
such that the name and or logo appear at the top of each page (except
pages used to display Courseware). In addition, Provider Specific
Information will be used in textual format as applicable in the
Gateway.
Deliverables from Contract Client to complete Gateway Customization:
- Provide Provider logo (or name) for display on Gateway.
- Provide Provider name, parent company name, address, division,
region, phone number, etc. (the "Provider Specific
Information") for use as needed in Gateway.
- Approve Provider logo and Provider Specific Information in
Gateway.
2. User Import - HealthStream will import Provider Personal Information
into the database so that each Authorized User is recognized by the
Gateway.
Deliverables from Contract Client to complete User Import:
- Provide Personal Information for each Authorized User (per
separate specification).
- Approve integrity of Personal Information imported into the
database.
3. Administrative Orientation - HealthStream will provide an overview of
Gateway operation and administrative procedures to select Provider
personnel. HealthStream will provide Administrative Orientation
sessions periodically to ensure Contract Clients complete
Deliverables from Contract Client to complete Administrative
Orientation:
- Ensure key Contract Client personnel from each Contract Client
attend a HealthStream Administrative Orientation sessions.
4. Gateway Pilot - HealthStream will facilitate a brief pilot of the
Gateway prior to use by the complete population of Authorized Users for
a given Contract Client. This pilot will ensure that Contract Client
specific data is operating as expected within the Gateway.
Deliverables from Contract Client to complete Gateway Pilot:
- Ensure computer hardware with appropriate software and
internet connection (per separate specification) is
operational at Contract Client location.
- Ensure Contract Client administrative personnel test Gateway
performance (in conjunction with HealthStream personnel and
pilot processes).
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EXHIBIT B
INVOICE DETAIL REPORT FORMAT
The format below will be used by HealthStream in submitting invoice detail
reports on Services Fees. Each monthly invoice detail report will be comprised
of a multiple transaction records. Each transaction record shall be a line of
text that is 110 continuous characters in length and will correspond to each
Services transaction that triggered a corresponding Service Fee. The character
by character standard for transaction records is outlined below.
Services Fees paid by Authorized Users directly pursuant to Section 3.4 will not
be included in the invoice detail report, but will be detailed in a separate
monthly report.
Character Item Length
Item Description Columbia Code Fixed Value Locations in Characters
---------------- ------------- ----------- --------- -------------
1. Unit Number Pic X(05) 01- 05 5
2. Type Pic X(01) 2 06 1
3. Incurred Month Pic 9(02) 07-08 2
4. Incurred Day Pic 9(02) 09-10 2
5. End Date (ccyymCMEd) Pic X(08) 11-18 8
6. Description Pic X(35) 19-53 35
7. Action Pic X(01) A 54 1
8. Charge Amount Pic $9(09)(cent)9(02) 55-65 2
9. Indicator Pic X(01) S 66 1
10. Cost Center Pic 9(04) 8888 67-70 4
11. Project Code Pic 9(03) 180 71-73 3
12. Display Pic ▇(▇▇) ▇▇▇▇▇▇▇▇▇0 74-83 10
13. GL Account Number Pic 9(06) 701831 84-89 6
14. Revenue Code Pic 9(03) 026 90-92 3
15. Filler Pic X(18) 000000000000000000 93-110 18
Notes:
A. Where a specific fixed value is listed, the exact number and/or letter
listed above must appear in the designated character locations for that
item. If no fixed value is provided, HealthStream shall insert the
appropriate information using the entire number of characters permitted
B. For Item 6 above, any unused characters are to be filled with "space"
characters so that Item 6 is 35 characters in length.
C. For Item 8 above, the first nine characters apply to the dollar amount
and the last two characters shall be the cents. There is no decimal
point. Zeros are to be used where no number is available for the
character, e.g., a charge of $101.59 will be recorded as "00000010159".
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EXHIBIT C
CURRENT ONLINE COURSEWARE
REGULATORY COURSEWARE
The following 18 regulatory courses will be initially available for Authorized
Users. The number of Regulatory Courses and specific Regulatory Courseware
topics made available through the Gateways will change from time to time as new
courses are added and obsolete courses removed.
Abuse Identification (1 Contact Hours)
The physical, psychological, and behavioral indicators of possible abuse,
neglect, or exploitation.
Abuse Reporting (1 Contact Hours)
Interviewing techniques for victims of abuse and policies and procedures
for reporting of suspected abuse cases.
Bloodborne Pathogens (1 Contact Hours)
Types of bloodborne pathogens and the use of universal precautions and body
substance isolation (BSI) to prevent transmission.
Cardiopulmonary Resuscitation (0 Contact Hours)
Recognition and immediate treatment of a myocardial infarction, including
one-person and two-person CPR.
Child CPR (0 Contact Hours)
Recognition and immediate treatment of a myocardial infarction in infants
and children, including appropriate CPR techniques.
Cytotoxin Use (1 Contact Hours)
The potential hazards of exposure to cytotoxic substances and procedures to
prevent and monitor exposure.
Elderly Care (1 Contact Hours)
Interventions to help alleviate common physical complaints of the elderly.
Electrical Safety (0 Contact Hours)
Recognition of electrical hazards and prevention and immediate treatment of
injuries related to electrical shock.
Ergonomics (1 Contact Hours)
Purpose and correct use of body mechanics, strategies to help prevent back
injury, and home treatment for back pain.
Fire Safety (0 Contact Hours)
Fire rescue, alarm, containment and evacuation procedures for ambulatory
patients.
Hazardous Materials (1 Contact Hours)
The purpose and content of MSDS, proper labeling of hazardous chemical
containers and procedures for handling chemical spills.
Obstructed Airway (0 Contact Hours)
Recognition and immediate treatment of an obstructed airway in a conscious
or unconscious adult or infant.
Patient Evacuation (1 Contact Hours)
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General evacuation procedures, including one and two person techniques for
evacuation of a bed-bound patient.
Restraint Use (1 Contact Hours)
Purposes, procedures, alternatives and documentation for use of patient
restraints.
Standard Precautions (1 Contact Hours)
The infection transmission process, including associated risk factors, and
the major components of a Standard Precautions Program.
Transmission-based Precautions (1 Contact Hours)
The five types of transmission-based precautions, including the appropriate
actions for each type of precaution and the diseases for which each type of
transmission-based precaution is required.
Tuberculosis Control (1 Contact Hours)
Identification, prevention, and treatment of tuberculosis, including
recognition of risk factors.
Tuberculosis Testing (1 Contact Hours)
The purpose of tuberculin testing and techniques for testing.
HEALTHSTREAM OWNED COURSEWARE
The following list of 67 hours of HealthStream Owned Courseware topics are
currently available for use through HealthStream's online educational service.
The number of HealthStream Owned Courses and specific HealthStream Owned
Courseware topics made available through the Gateways will change from time to
time as new courses are added and obsolete courses removed. For each topic area,
the number of hours available within that topic is listed, not the individual
course name or subject areas.
Core Curriculum in Primary Care (50 hrs.)
Cardiovascular Medicine (4.00 - CME)
Dermatology (4.00 - CME)
Endocrinology (3.00 - CME)
Gastroenterology (4.00 - CME)
Hematology (2.00 - CME)
Infectious Disease (4.00 - CME)
Laboratory Testing (2.00 - CME)
Nephrology (1.00 - CME)
Neurology (5.00 - CME)
Obstetrics and Gynecology (4.00 - CME)
Office Surgery (1.00 - CME)
Oncology (1.00 - CME)
Orthopedics and Sports Medicine (8.00 - CME)
Psychiatry (4.00 - CME)
Radiology (1.00 - CME)
Risk Management (2.00 - CME)
Obstetrics/Gynecology (5.00 hrs.)
General (5.00 - CME)
Nursing (12 Contact Hours)
Adolescent Care (1 Contact Hours)
Antibiotic Resistant Microbes (1 Contact Hours)
Conscious Sedation (1 Contact Hours)
Elderly Physical Changes (1 Contact Hours)
Elderly Sensory Changes (1 Contact Hours)
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Fecal Testing (1 Contact Hours)
Glucose Testing (1 Contact Hours)
Infant Care (1 Contact Hours) School-age Care (1 Contact Hours)
Toddler Care (1 Contact Hours)
Urine Testing (1 Contact Hours)
Ventilation (1 Contact Hours)
CONTENT PARTNER COURSEWARE
The following list of 782 hours of Content Partner Courseware topics are
currently available for use through HealthStream's online educational service.
The number of Content Partner Courses and specific Content Partner Courseware
topics made available through the Gateways will change from time to time as new
courses are added and obsolete courses removed. For each topic area, the number
of hours available within that topic is listed, not the individual course name
or subject areas.
Cleveland Clinic Foundation - Educational Program (60 hrs.) Cardiology Series
(6.00 - CME) Endocrinology Series (6.00 - CME)
Gastroenterology Series (7.00 - CME)
Hematology and Medical Oncology Series (6.00 - CME)
Infectious Disease Series (6.00 - CME)
Multidisciplinary Skills for the Internist Series (15.00 - CME)
Nephrology and Hypertension Series (5.00 - CME)
Pulmonary and Critical Care Medicine Series (5.00 - CME)
Rheumatology Series (4.00 - CME)
Diagnostic Imaging (19.5 hrs.)
Computed Tomography (9.00 - CE)
Magnetic Resonance (3.00 - CE)
Nuclear Medicine (4.50 - CE)
X-Ray (1.50 - CE)
X-Ray Mammography (1.50 - CE)
Emergency Medicine (203 hrs.)
Allergy, Rheumatology, and Dermatology (4.50 - CME)
Cardiovascular Disorders (15.50 - CME)
Endocrinology (7.50 - CME)
Environmental Injuries (9.50 - CME)
Eye, Ear, Nose and Throat (6.50 - CME)
Gastroenterology (13.00 - CME)
Gynecology and Obstetrics (6.50 - CME)
Hematology and Oncology (5.00 - CME)
Infectious Diseases (5.50 - CME)
Law and Ethics (3.00 - CME)
Life-Threatening Signs and Symptoms (9.50 - CME)
Musculo-skeletal Disorders (5.00 - CME)
Nephrology and Urology (5.00 - CME)
Neurology (9.50 - CME)
Pediatrics (14.50 - CME)
Psychiatric and Behavioral Disorders (5.00 - CME)
Pulmonary Disorders (8.50 - CME)
Resuscitation: Arrhythmias (8.50 - CME)
Resuscitation: CPR and Ventilation (6.00 - CME)
Resuscitation: Fluids/Electrolytes (11.00 - CME)
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Resuscitation: Pediatrics (6.00 - CME)
Toxicology (12.00 - CME)
Trauma: Extremity and Orthopedic (7.50 - CME)
Trauma: Stabilization, Head and Neck (7.50 - CME)
Trauma: Trunk (7.00 -
CME) Wound Management (4.00 - CME)
Family Practice (194.5 hrs.)
Allergy, Rheumatology, and Dermatology (4.50 - CME)
Cardiovascular Disorders (15.00 - CME)
Endocrinology (7.50 - CME)
Environmental Injuries (9.50 - CME)
Eye, Ear, Nose and Throat (5.00 - CME)
Gastroenterology (13.00 - CME)
Gynecology and Obstetrics (7.00 - CME)
Hematology and Oncology (5.00 - CME)
Infectious Diseases (5.00 - CME)
Law and Ethics (2.00 - CME)
Life-Threatening Signs and Symptoms (9.00 - CME)
Musculo-skeletal Disorders (5.00 - CME)
Nephrology and Urology (5.00 - CME)
Neurology (9.50 - CME)
Pediatrics (14.00 - CME)
Psychiatric and Behavioral Disorders (5.00 - CME)
Pulmonary Disorders (8.50 - CME)
Resuscitation: Arrhythmias (8.00 - CME)
Resuscitation: CPR and Ventilation (5.50 - CME)
Resuscitation: Fluids/Electrolytes (11.00 - CME)
Resuscitation: Pediatrics (6.00 - CME)
Toxicology (12.00 - CME)
Trauma: Extremity and Orthopedic (7.50 - CME)
Trauma: Stabilization, Head and Neck (7.50 - CME)
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Trauma: Trunk (4.00 - CME) Wound Management (3.50 - CME)
Internal Medicine (143.5 hrs.)
Allergy, Rheumatology, and Dermatology (4.50 - CME)
Cardiovascular Disorders (13.50 - CME)
Endocrinology (6.50 - CME)
Environmental Injuries (7.50 - CME)
Eye, Ear, Nose and Throat (1.50 - CME)
Gastroenterology (15.50 - CME)
Infectious Diseases (5.00 - CME)
Law and Ethics (2.00 - CME)
Life-Threatening Signs and Symptoms (6.50 - CME)
Musculo-skeletal Disorders (4.00 - CME)
Nephrology and Urology (4.50 - CME)
Neurology (9.50 - CME)
Pediatrics (16.00 - CME)
Resuscitation: Arrhythmias (8.00 - CME)
Resuscitation: CPR and Ventilation (3.50 - CME)
Resuscitation: Fluids/Electrolytes (10.50 - CME)
Resuscitation: Pediatrics (.50 - CME)
Toxicology (11.50 - CME)
Trauma: Extremity and Orthopedic (7.00 - CME)
Trauma: Stabilization, Head and Neck (1.50 - CME)
Trauma: Trunk (2.00 - CME) Wound Management (2.50 - CME)
Pediatrics (161.5 hrs.)
Allergy, Immunology & Dermatology (3.50 - CME)
Cardiac and Vascular Disorders (7.50 - CME)
Endocrine, Metabolic & Nutritional Disorders (6.50 - CME)
Environmental Injuries (8.00 - CME)
Eye, Ear, Nose & Throat (7.50 - CME)
Gastroenterology (11.50 - CME)
Gynecology & Obstetrics (5.50 - CME)
Hematology & Oncology (5.50 - CME)
Infectious Diseases (8.00 - CME)
Law & Ethics (2.50 - CME)
Life-Threatening Signs & Symptoms (7.00 - CME)
Musculoskeletal Disorders (2.50 - CME)
Nephrology & Urology (4.00 - CME)
Neurology (7.00 - CME)
Psychosocial Problems (3.00 - CME)
Pulmonary Disorders (8.50 - CME)
Resuscitation: Arrhythmias (5.50 - CME)
Resuscitation: CPR & Ventilation (7.50 - CME)
Resuscitation: Fluids & Electrolytes (12.50 - CME)
Toxicology (10.50 - CME)
Trauma: Chest, Abdomen & Pelvis (7.00 - CME)
Trauma: Extremity & Orthopedic (9.00 - CME)
Trauma: Stabilization, Head & Neck (8.00 - CME)
Wound Management (3.50 - CME)
The term CME, CE and Contact Hours used above indicate the accreditation status
of a Course for continuing education credit. Continuing education credit is
periodically required for various healthcare professional groups (physicians,
nursing, radiologic technicians, emergency medicine technicians, etc.) to
maintain licensure with specific professional organizations and regulatory
boards. Typically, the continuing education accreditation of a Course for one
healthcare profession does not imply accreditation for other healthcare
professions.
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