Software Agreement - MHIN, Inc. - Management for Mobile Integrated Community Health Outreach Program

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mhin 6. Term and Termination a. MHIN shall provide the software, support and maintenance services described in this contract for a one-year period commencing upon the effective date of this agreement and, upon expiration of the initial term, shall continue to provide such services on a year-to-year basis until terminated. b. Termination. This Agreement will terminate under any of the following circumstances: Violation of Law or Regulation. If either MHIN or Practice determines that its continued participation in this Agreement would cause it to violate any law or regulation applicable to it, or would place it at material risk of suffering any sanction, penalty, or liability, that party may terminate its participation in this Agreement immediately upon written notice to the other party. For Cause. If MHIN or Practice determines that the other party or any of its employees, agents, or contractors have Breached this Agreement, then that party may terminate its participation in this Agreement on 30 days' advance written notice to the other party, provided that such notice identifies such area of non-compliance, and such non-compliance is not cured within 15 days of receipt of the notice of non- compliance. MHIN may immediately terminate this Agreement upon written notice to Practice if MHIN determines that Practice, an Authorized User, employee or agent has used Data or the EHR for any purpose other than the Permitted Uses or in violation of security or privacy provisions under this Agreement or applicable laws and regulations. iii. Without Cause. MHIN or Practice may terminate this Agreement without cause upon 90 days' advance written notice of termination to the other party. C. Retention of Data on Termination. To the extent a Practice has provided Data or other information to MHIN, such Data will be merged with MHIN's Data or MHIN's other information such that returning or destroying the Data at the termination of the Agreement is infeasible. In addition, MHIN will be required to retain such Data or information for legal or regulatory reasons. MHIN is not required to return or destroy such Data or other information, and may retain it in accordance with MHIN's document and data retention policies and procedures, subject to the requirements of Applicable Laws.— Any provision of this Agreement governing the use of Practice's Data by MHIN or any third -party shall survive the termination of this Agreement in accordance with this Section 6(c). Nothing in this Agreement shall prevent Practice from enforcement against any unauthorized use of its Data following termination of this Agreement. 7. Confidential Information a. Each Party will hold in strict confidence all Confidential Information of the other Party to which such Party gains access under this Agreement, and will not use, reproduce, publish, disclose or otherwise make Known to any person or entity any such Confidential Information, except to the extent required in the performance of such Party's obligations under this Agreement or as otherwise required by law and/or by a court of competent jurisdiction. b. MHIN acknowledges and agrees that from time to time during the term of this Agreement, MHIN may be exposed to or have access to Protected Health Information ("PHI") as defined H1PAA, related to patients of the Practice. MHIN acknowledges that any such PHI is Confidential Information of the Practice. In respect of such PHI, MHIN will comply with the terms of the Business Associate Agreement attached hereto as Exhibit F and made a part hereof by reference. 8. Fees a. Practice Fees. MHIN will charge Practice fees for the use of the MHIN Services as set forth in Exhibit C. The amount and timing of fees and expenses are as specified in Exhibit D. Unless specifically stated otherwise in this Agreement, all fees and expenses will be paid to MHIN. MHIN is responsible for paying MHIN's software vendors, if applicable, the fees and expenses relating to the license, support, and/or implementation of MHIN's software. MHIN Form #3013 Revised. 0810812014 Page 9 of 19