|
mhin
<br />EXHIBIT B: MHIN ELECTRONIC HEALTH RECORD SERVICE PROVIDER AGREEMENT
<br />TERMS AND CONDITIONS
<br />1. Access to MHIN Service: Ownership. Data
<br />a. Subject to Practice's compliance with this Agreement, MHIN hereby grants Practice and each
<br />of Practice's Authorized End Users the limited, non-exclusive, nontransferable, revocable right to: (i) access
<br />and use the MHIN Service during the Term, solely for managing data pertaining to Practice's patients and
<br />clinical practice and (ii) access and use to the Third Party Services pursuant to (and in compliance with) the
<br />applicable Third Party Agreements.
<br />b. Practice will provide MHIN with the name and contact information for each of its Authorized
<br />End Users and MHIN will provide each Authorized End User a unique user identification name and password
<br />to access and use the MHIN Service ("User ID(s)"). Practice will (i) limit access and use of the MHIN Service
<br />to only Authorized End Users, (ii) ensure the security and confidentiality of its User IDs and will be responsible
<br />for the use of, and all activities performed under, its User IDs, and (iii) notify MHIN as soon as practicable, but
<br />in any event no later than five (5) business days after termination of its relationship with any of its Authorized
<br />End Users so that any access by such former Authorized End User can be timely deactivated,
<br />C. MHIN will provide sufficient training, materials, and communication as updated from time to
<br />time by MHIN in its discretion, to enable Practice and its Authorized End Users to use the MHIN Service (the
<br />"User Documentation"),
<br />d. MHIN will provide access and use of the MHIN Service in accordance with the Scope of
<br />Services set forth in Exhibit C.
<br />e. MHIN has the right, from time to time, to make modifications to the MHIN Service. MHIN
<br />will deliver to Practice reasonable advance notice of any modifications that may impact Practice's use of
<br />or access to the MHIN Service.
<br />f. The MHIN Service and all intellectual property rights in and to the MHIN Service are, as
<br />between MHIN and Practice, the sole and exclusive property of MHIN, including any modifications or
<br />improvements thereto, and all recommendations or ideas for modifications, customizations, improvements or
<br />enhancements to the MHIN Service submitted by Practice to MHIN or its personnel. MHIN reserves all rights
<br />not expressly granted pursuant to this Agreement. Practice will not: (i) attempt to modify, reverse compile,
<br />disassemble or otherwise reverse engineer the source or object code of the MHIN Service; (ii) copy, distribute,
<br />license, sell or otherwise make available including through any dial -up, remote access, interactive or other on-
<br />line service, directly or indirectly, the MHIN Service to any third party; (iii) use the MHIN Service to provide
<br />data processing services to any third party on a service bureau, outsourcing, time-sharing or facilities
<br />management basis or otherwise; or (iv) access or use the MHIN Service other than as expressly provided in
<br />this Agreement.
<br />g. As between the Parties, Practice will have ownership of Practice individual patient medical
<br />records, laboratory and clinical Data entered into and maintained in the MHIN Service on behalf of Practice.
<br />Notwithstanding the foregoing, Practice hereby grants MHIN and MHIN's Affiliates a revocable, non-exclusive
<br />license to incorporate Data into the MHIN System, and to use the Data for analysis and research, with a right
<br />to disclose and sublicense use of the Data and Data analysis to third parties including non-affiliated third
<br />parties, for use in analysis and research, and upon prior written notice to Practice, provided that any such
<br />Data will be in de -identified form as set forth and prescribed in (i) the safe harbor de -identification of patient
<br />information contained in Section 164.514(b)(2) (the "HIPAA Safe Harbor") of the Privacy Rule implementing
<br />H IPAA, or (li) the standards for "statistical de -identification" as set forth in Section 164.514(b)(1) of the Privacy
<br />Rule implementing HIPAA (the "Statistical De -Identification Requirements") prior to such use, analysis,
<br />disclosure or sublicense.
<br />h. Reimbursement Incentives. MHIN represents and warrants that the MHIN Service shall meet
<br />the technological requirements for certification as an electronic health record to qualify for the reimbursement
<br />incentives authorized by The Health Information Technology for Economic and Clinical Health Act ("The
<br />HITECH Act"), enacted as part of the American Recovery and Reinvestment Act of 2009 ("ARRA").
<br />Notwithstanding the foregoing, Practice acknowledges and agrees that The HITECH Act states additional
<br />MHIN Form #3013 Revised. 0810812014 Page 6 of 19
<br />
|