ZirMed/Fire/1,097/Subscriber Agreement�e����
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Section 11- Solutions 8 Pricing
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This Agreement governs access to and use of Services Identified herein at the fees associated therewith The
proposed fee schedule will be honored until 0212412016 and
expires thereafter unless accepted
Eligibility Verification
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The information contained in this document is intended for the recipient and is considered confidential information
2
Technology, Staffing, and Support Services
In addition to the features and functionality referenced within you it also receive the following technology staffing and
support services:
Six Sigma designed implementation
Unlimited users
Ongoing training available online
Support available through via phone, chat, or online case submission
• Frequent updates and communications from ZirMed about the company's newest available features
functionality, and regulatory changes that could impact your business
Reporting package available online
SSAE-16 Certification & Disaster Recovery
Access to ZlrMed's developer portal that facilitates product integration
Your support team and ZirMed's Support & Training Center enable your users and managers to:
• Log support issues
Vlew/manage status of open issues
• View/manage prior issues and resolution
Access knowledgebase articles
• Access training materials such as user guides and training videos 2417
• Attend regularly scheduled training webinars
The information contained in this document is intended for the recipient and is considered confidential information
:.:.:..
Section ffi - Tenns and Conditions
1 Acgessand Use of ZlrMed Products and Services. Customer's access and use of ZirMed Services are subject to
the terms and conditions of this Agreement and the pricing applicable to the account, including any revisions,
supplements or addendum mutually agreed to by the parties in writing. Access is restricted to Customer's internal
use and benefit and any other access is prohibited. ZirMed only grants access to, ZirMed's website to persons
organizations and facilities that have contracted with ZirMed and that are in good standing pursuant to that
agreement Customer is responsible to ensure that entities affiliated with It that have access to.Services
(consistent with the terms of the Agreement) will abide by the terms of this Agreement and is responsible for any '
of their acts and omissions Including but not limited to any damages caused by them
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2 Authorization and Use. ZirMed grants to Customer a limited, nonexclusive and nontransferable license to use the •
Services. Except as otherwise set forth herein, Customer may access and use the Services for Customer's
Internal business use and for no other purpose. Access to Services requires minimum acceptable equipment and
:......
telecommunications capability. Unless otherwise stated by the nature of the Service, Services provided by
ZirMed do not include equipment, peripherals, devices or connectivity between Customer and ZirMed for the
transmission or receipt of Services by Customer Customer is responsible at its expense to procure and obtain -"
such necessary equipment'and supplemental service, including, but not limited to, modems or other Internet " " ""' ' ""' '•"'•
access devices and appropriate telecommunications service. Specifications for minimum acceptable equipment
and approved hardware interface devices required for access to Services may be obtained from ZirMed upon "
request
3 Customer Duties and Obligations. Customer agrees to use the Services provided by ZlrMed hereunder only in
accordance with this Agreement and applicable laws, regulations, and rulings, now or hereafter imposed ZlrMed
reserves the right to take all actions, including termination of Services pursuant to this Agreement, which it
believes to be necessary to comply with applicable laws, regulations rulings and ZlrMed specifications as
described herein, Customer and its users may not use or access the Services in any way which, in ZirMed's
reasonable discretion, adversely affects the performance or function of the Services or interferes with the ability
of other authorized parties to access the Services. Ziri e -d may suspend Customer and its users' access to -
and/or use of the Services, without credit, at any time If, In ZirMed's sole discretion, the performance Integrity or ........... "
security of the Services is in danger of being compromised as a result of such access Customer will retain all
original and sourcedocuments according to federal and state laws and regulations and shall provide all
supporting documents to ZirMed as requested. Customer agrees that ZirMed has the right to audit and Confirm
Information submitted, and Customer assumes all liability regarding said information. Customer agrees to
consider and treat all information received through the Services as confidential Customer is responsible for (a)
identifying individuals or organizations that Customer wishes to have access to and are qualified to access
ZlrMed Services; Including, but not limited to, dedication of individuals for the implementation and training
Process; (b) when necessary,creatin and sending required test data thatwould include all payers and
specialties; (c) providing necessary information, complete and return to ZirMed all forms reasonably required by
ZirMed or Payers in a timely manner, (d) providing authorized signatures to ZirMed and to the payers as required -
by applicable law "
Further, Customer is responsible for identifying, designating and updating both the Executive Authority and
Domain Administrator for ZlrMed Services. A description of these designations is more fully defined In Section 23
of this Agreement ZirMed will assign each entity or individual that Customer identifies as a user of Services a
password and Customer agrees, for Customer and all such affiliated entitles, not to reveal said password to any ...... • . •• -"• • • -
third party without ZlrMed'swriften consent. Customer agrees to notify ZirMed immediately and in writing of any
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known or suspected unauthorized use of ZirMed Services or suspected breach of security (including loss, theft
unauthorized password disclosure. etc.). Customer acknowledges that ZirMed may find it necessary to disable
access to ZlrMed's website and any Service at any time if ZirMed has reason to believe that Customer or an
affiliate has violated this Agreement or presents a security risk. Customer agrees to implement and enforce
appropriate security measures to reduce the risk of unauthorized access to Services '
4 ZirMed Duties and Obligations. ZirMed agrees to supply and support the Services subscribed to by Customer in
conformity with the terms of this Agreement. ZirMed shall provide Customer with information materials regarding
Initiation and use of ZirMed's Internet -based and desktop Services and network ZirMed will provide all
reasonably required start-up and maintenance services to Customer in Initiating use of the connections with
The information contained in this document is intended for the recipient and is considered confidential information `
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Services. ZlrMed will also provide online education and testing, system implementation and mapping, as well as
troubleshooting services In the event that Customer and ZlrMed mutually agree that It is necessary for ZirMed
personnel to travel to Customer's location for implementation, training or general customer support Customer
agrees to reimburse ZirMed's reasonable travel and living expenses
5 Confidential and Proprietary Information. All proprietary information disclosed by either Party to the other in
connection with this negotiating and entering into this Agreement shall be deemed confidential by both Parties
and protected from disclosure to others using reasonable security measures. Customer acknowledges and
agrees that the Services disclosed or otherwise made available by ZlrMed under this Agreement are proprietary
and/or confidential to ZirMed and owned exclusively by ZlrMed, and that such Information shall not be disclosed
by Customer or used for any purpose not expressly permitted herein, except as required by law or with the prior
written consent of ZirMed Such information includes, but is not limited to, user documentation provided to
Customer hereunder the terms and conditions of this Agreement and the.pricing for Services. Services or
information provided pursuant to this Agreement may not be copied, reproduced, modified, reverse engineered
translated, decompiled, disassembled; emulated, sublicensed, rented, leased, conveyed, assigned or used in
any way other than as specifically authorized in this Agreement except to the extent and for the express
purposes authorized by applicable law notwithstanding this limitation. Proprietary information shall not include
Information that (a) was known to either parly_prior to the disclosure by the other, (b) is or becomes generally
available to the public other than by breach of this Agreement; (c) otherwise becomes lawfully available on a
non -confidential basis from a third party who is not under an obligation of confidence to either party; or (d) is
independently developed by a party. Additionally, ZirMed's name trademarks. trade names and logos are
proprietary to ZirMed and may not be used without ZlrMed's prior written consent. UnaUthorized transmission or
release of such information may cause material adverse consequences to ZirMed Therefore Customer and
ZirMed: respectively agree to immediately remedy any breach of this Section and waive any legal defenses the
violator may have to immediate equitable actions required to restrict any unauthorized release. The offending
party will pay all reasonable costs/penalties associated with said unauthorized release of confidential Information
8 H1PAA. Customer and ZirMed shall enter into the business associate agreement attached to this Agreement.
Customer acknowledges that the intrinsic value of ZirMed's Services is dependent upon the use of de -identified
data from Its numerous sources, and accordingly, Customer authorizes ZlrMed to use de-identifled data
regarding Customer or Customers' clients derived from the use of Services under this Agreement for
consideration or otherwise
7 Privacy and Security. ZirMed has established and agrees to maintain physical, electronic and procedural
safeguards that meet or exceed industry standards in the healthcare claims processing avid financial services
Industries including HIPAA, HITECH and the Gramm -Leach -Bliley Act including all applicable regulations
promulgated under such statutes
Customer acknowledges that account codes end passwords are critical elements to maintaining 9 P 9 Privacy and om.......• •-: , : .:..: .......:..
security and that Customer agrees to keep confidential and not to disclose to any third parties account codes or
passwords issued to Customer by ZirMed. Accordingly, Customer assumes full responsibility for selection and
use of codes or passwords as may be permitted or required by the particular Service involved. Customer shall be
responsible to ensure that each user granted an account code and/or password: (a) is fully aware of all of the
obligations under this Agreement and acts in accordance with them; and (b) maintains the secrecy and security
of account codes and passwords, and does not disclose them ld any other person or entity.. Customer shall be
responsible For any use or access to the Services by any person or entity accessing it through theuse of a 7
Customer account code and password, whether such access was authorized or not. The use of the account code
and password assigned to any user shall be deemed to constitute the acts of such person, and ZirMed shall be
entitled to rely upon the data input without any obligation to identify or othenvise verify any person who gains
access to the Services by means of such account code or password. Customer acknowledges that transmission
of confidential information outside of ZirMed's secure website may not be secure. Email, instant messaging or
other forms of communication, should nbi contain confidential or personal information as these forms of
communication cannot be assuredly secure and private "" '• "
8 Pricing and Payment. All charges for the use of Services ('Charges) shall be billed to Customer monthly.
Charges include monthly fees license fees and transaction or usage fees as set forth herein Transaction or "' =
The information contained in this document is intended for the recipient and is considered confidential information
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usage fees shall be based on the amount of usage recorded by ZirMed s computer system and the pricing in
effect at the time of Customer's use of such Services • - •' .. .
The prices for Services provided hereunder do not include sales, use excise, value added, utility or similar taxes
which may be applicable in the U.S. or at any other location. Consequently, In addition to the specified prices, the
amount of any such present or further tax applicable to the provision of Services hereunder by ZirMed shall be
Paid by Customer (other than those taxes which are associated with the Income of ZirMed), or Customer shall
reimburse ZirMed for such taxes upon its receipt of billing therefore from ZirMed. If Customer claims an
exempted status from any applicable tax, Customer shall provide ZirMed with a tax -exemption certificate "
acceptable to the taxing authorities. In addition, Customer acknowledges that ZirMed has no control over certain
government -imposed fees and tariffs (e.g. postal increases or interchange fees) or if any change in the rules,
regulations operating
g p g procedures of an service or an federal, state or local governmental or '
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regulatory authority results in a cost increase Any such increase shall become effective for Customer on the '
same day as the increase becomes effective as to ZirMed, or is otherwise incurred by ZirMedAll payments should be sent to ZirMed via US Mail or as otherwise agreed, to the address set forth on the
invoice. Invoices are due upon receipt. ZirMed offers various automated payment options including ACH and
recurring billing Customer may•choose an automated payment option by contacting ZirMed's accounting
department Due to the high direct costs of some services, ZirIvIed restricts the use of purchasing cards credit
cards or debit cards to transactions totaling less than five thousand dollars ($5,000) in a given month Charges in
excess of this amount will be subject to a convenience fee of three percent (3%).
ZirMed reserves the right to charge Customer a $50 00 reactivation fee for frequent late payments resulting in
disruption or deactivation in Service. Late payments (after 60 days) will be subject to a late fee equal to one and
one-half (1.50%) per month or at the maximum interest rale allowable under applicable law, whichever is lower of
the overdue amount, except amounts disputed by Customer in writing in good faith within ten (10) days following
receipt of the Invoice If any undisputed amount of any Invoice remains unpaid, ZirMed may (without terminating "
this Agreement and reserving cumulatively all other remedies and rights under this Agreement and at law)
suspend further Services and licenses to access the Services under this Agreement without further notice to
Customer Customer is responsible for all costs of collection including but not limited to collection agency fees
and attorney fees.
9 Custom Development and Consulting: ZirMed will provide custom development and con suiting services( special •" • •
Services") on an "as requested" or "as required" basis to Customer Any and all Special Services will be clearly •
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communicated 1A Customer and approved in writing by both parties prior to undertaking. Fees for Special
Services provided to Customer shall be billed to Customer upon the delivery thereof or as scheduled and
mutuallyagreed upon at ZirMed's then current rates (with the development or consulting being billable in fifteen
(15) minute increments). Other fees payable by Customer shall include the reasonable costs of travel and related
expenses to and from Customer's site as required by such Special Services
I 0 Term and Termination. The initial term of this Agreement shall be two (2) years, unless modified or terminated In - -- -- -
accordance with the other provisions of this Agreement. This Agreement shall automatically renew thereafter
annually for additional one (1) year terms (each a "Renewal Term'l, unless notice of termination Is provided by
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the terminating party at least sixty (60)•days prior to the end of the initial term. In the event of a delay In
implementation of this Agreement of more than sixty (60) days the initial term will begin on the date of the first
"live" or "production" transaction transmitted by ZirMed, such date evidenced on the ZirMed system. Termination
of this Agreement shall not terminate Customer's obligation to pay ZirMed for all Services performed under the " ' "'
Agreement prior to discontinuance of performance by ZirMed due to termination. Either ZirMed or Customer may
terminate this Agreement if the other party fails to perform or to comply wish a material term or condition of this
Agreement and if such failure is not cured within thirty (30) days after notice specifying such failure and the non-
breaching party s Intention to terminate. In addition, ZirMed may suspend or terminate this Agreement (a) if
Customer breaches Section a or (b) If Customer falls to comply with any obligation under Section 3. "
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Notwithstanding anything to the contrary contained in this Agreement, Customer may,'upon notice to ZirMed ":' ` """
immediately terminate this Agreement if sufficient funds are not appropriated or encumbered to pay for the
Goods and Services to be provided hereunder In the event of such termination, ZirMed shall be entitled to
receive only payment for the undisputed invoice amount representing conforming Goods and Services delivered
as of the date of termination except that such payment amount shall not exceed the Estimate amount in effect al
The information contained In this document is Intended for the redplenl and is considered confidential information f '
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the time of termination unless the parties have previously agreed In writing to a greater amount
In any Renewal term either party may terminate this Agreement without cause upon giving a 60 day written
notice
11 Assignment All terms and oondifions contained herein shall Inure to the benefit of and shalt be binding upon the
parties hereto and their respective heirs, personal representatives, successors, and permitted assigns including
without limitation, any successor to either party resulting by reason of corporate merger, consolidation or
reorganization or incorporation of a partnership. Notwithstanding the foregoing, any assignment of this
Agreement by Customer shall be void without the prior written consent of ZirMed ZirMed shall have the right to
assign this Agreement to a parent affiliate subsidiary or successor in interest
12 Warranties and Exclusive Remedies. ZirMed makes no warranty or representation concerning the adequacy,
completeness, usefulness, or sufficiency of any Services or information or results thereof provided hereunder
ZirMed does not warrant that the functions contained in the Services and the applications thereof will meet
Customer's requirements or that the Services will operate without interruption or be error free. The Services and
any information.provided hereunder and the results thereof are provided on an AS IS, AS AVAILABLE basis
without any warranty of any type except that ZirMed will use reasonable efforts to correct any errors which are
due solely to malfunction of ZirMed's computers; operating systems or programs, or errors by ZlrMed's
employees or agents. Correction shall be limited to rerunning of the job orjobs and/or recreating of data or
program flies ZirMed shall not be responsible in any manner for (1) errors or failures of proprietary systems or
programs other than those of ZirMed; 00 errors or failures of Customer's software or operational systems; (ti)
Customer's use of the ZirMed Services on a computer system that does not conform to ZlrMed's specifications;
(iv) computer viruses imported into the Services from or through Customer's internal computer systems; (v)
misuse of or damage to the ZirMed software; or (vi) Customer's failure to report to ZirMed the existence and
nature of any non -conformity or defect of the ZirMed Services promptly upon discovery thereof. THE
WARRANTY SET FORTH iN THIS SECTION IS EXCLUSIVE, AND THERE ARE NO OTHER WARRANTIES
OFANYTYPE WITH RESPECTTO THE PRODUCTSAND SERVICES, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, NON -
INFRINGEMENT OR FITNESS FOR USE FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTY
ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE Should there
be any failure in performance by ZirMed or errors or omissions by ZirMed with respect to the information being
transmitted (because of negligence or otherwise), ZirMed's sole liability and Customer's exclusive remedy, shall
be limited to ZirMed's use of commercially reasonable efforts to correct such failure in performance or errors or
omissions.
13 Exclusions and Limitations of Liability, IN NO EVENT SHALL ZIRMED BE LIABLE TO CUSTOMER OR ANY
THIRD PARTY (INCLUDING WITHOUT LIMITATION CUSTOMER'S CLIENTS) FORANY SPECIAL,
CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES, INCLUDING CLAIMS FOR LOST PROFITS
ARISING FROM THE PROVISION OF OR FAILURE TO PROVIDE SERVICES HEREUNDER, EVEN IF
ZIRMED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER AGREES THAT
ZIRMED WILL NOT BE LIABLE FOR ANY CLAiM OR DEMAND AGAINST CUSTOMER BY ANY OTHER
PARTY. DUE TO THE NATURE OF THE SERVICES BEING PERFORMED BY ZIRMED, IT IS AGREED THAT
IN NO EVENT WILL ZIRMED BE LIABLE FOR ANY CLAIM, LOSS LIABILITY CORRECTION, COST
DAMAGE, OR EXPENSE CAUSED BYZIRMED'S PERFORMANCE OR FAILURE TO PERFORM
HEREUNDER WHICH IS NOT REPORTED BY CUSTOMER WITHIN THIRTY (30) DAYS OF SUCH FAILURE
TO PERFORM
CUSTOMER ACKNOWLEDGES THAT IN CONNECTION. WITH THE SERVICES PROVIDED UNDER THIS
AGREEMENT, INFORMATION SHALL BE TRANSMITTED OVER LOCAL EXCHANGE, INTEREXCHANGE
AND INTERNET BACKBONE CARRIER LINES AND THROUGH ROUTERS, SWITCHES AND OTHER -
DEVICES OWNED, MAINTAINED AND SERVICED BY THIRD PARTY LOCAL EXCHANGE AND LONG
DISTANCE CARRIERS, UTILITIES, INTERNETSERVICE PROVIDERS, AND OTHERS, ALL OF WHICH ARE
BEYOND THE CONTROL AND JURISDICTION OF ZIRMED. ACCORDINGLY, ZIRMED ASSUMES NO
LIABILITY FOR OR RELATION TO THE DELAY, FAILURE, INTERRUP71ON OR CORRUPTION OF ANY
DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH THE SERVICES PROVIDED
LIN DER THIS AGREEMENT
The information contained in this document is intended for the recipient and Is considered confidential Information
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ZIRMED SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH REGARD TO ACTIONS OF THIRD
PARTIES, INCLUDING BUT NOT LIMITED TO DISPUTES CONCERNING PAYMENT OF CLAIMS
ELIGIBILITY STATUS OF A PATIENT, AUTHORIZATIONS FOR CREDIT, DEBIT OR CHECK
TRANSACTIONS, PRE -AUTHORIZATION, PRE -CERTIFICATION, OR OTHER PAYER -SUBMITTED
INFORMATION. INFORMATION SUBMITTED BY A PAYER THROUGH ZIRMED IS NO GUARANTEE OF
PAYMENT AND DOES NOT CONSTITUTE A PROMISE TO PAY; ELIGIBILITY INFORMATION IS SUBJECT
TO CHANGE AND WAITING PERIODS MAY APPLY
THE LIABILITY OF ZIRMED FOR ANYAN D ALL CAUSES, WHETHER FOR NEGLIGENCE, BREACH OF
CONTRACT, WARRANTY OR OTHERWISE ARISING OUT OF OR RELATING TO THE SERVICES
PROVIDED HEREIN, INCLUDING BYWAY OF INDEMNIFICATION, SHALL, IN THEAGGREGATE, NOT
EXCEED ONE (1) MONTH'S AVERAGE BILLING TO CUSTOMER FOR PRODUCTS AND SERVICES
HEREUNDER TAKEN OVER THE TWELVE (12) MONTHS PRECEDING THE MONTH IN WHICH THE
DAMAGE OR INJURYALLEGED TO HAVEOCCURRED, OR, IF THIS AGREEMENT HAS NOT BEEN IN
EFFECT FOR TWELVE (12) MONTHS PRECEDING SUCH DATE, THEN OVER SUCH FEWER NUMBER OF
PRECEDING MONTHS THAT THIS AGREEMENT HAS BEEN IN EFFECT
14 Force Maieure. ZirMed shall not be liable to Customer by reason of any failure in performance of this Agreement
in accordance with its terms IT such failure arises out of causes beyond the reasonable control and without the
fault or negligence of ZirMed or its subcontractors. Such causes may include, but are not limited to unavailability
of communications facilities acts of God, acts of the public enemy, Customer's actions or failure to act, acts of
civil or military authority, governmental priorities fires floods strikes unavailability of labor,materials or energy • " "" ' "'
sources delay In transportation riots or war
15 Record Retention. If required by regulations now or hereafter Issued by the Centers for Medicare & Medicaid "' " "
Services (formerly known as the Health Care Financing Administration) pursuant to Section 952 of the Omnibus
Reconciliation Act of 1980 (Section 1861(v)(1)(1) of the Social Security Act 142 U S.C. § 1395 (x)(v)(1)(I)], 42 -
C F.R. §§420 300-420.304), as amended, and the regulations promulgated thereunder, the books and records of
ZirMed necessary to certify the nature and extent of costs associated with ZirMed's performance of services • •• : �: • • ' " ' " " " "' "' ' ' "' '
under this contract shall be maintained and preserved by ZirMed for such period of time as provided bylaw so as
to be available for and subject to inspection and review by appropriate agencies of the United States. In addition,
If and to the extent that ZirMed uses the services of a related organization to provide services hereunder, ZirMed "
will require such related organization to maintain, preserve and make available its books and records to the
same extent that ZirMed is so required. In the event that this Agreement is not subject to the provisions of
Section 952 or regulations promulgated hereunder, this section of the Agreement shall be null and void The
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provisions of this Section shall survive the expiration or termination of this Agreement
16 Independent Contractors• ZirMed and Customer are Independent contractors and nothing in this Agreement shall
be construed as creating a partnership Joint venture or agency relationship between ZirMed and Customer
17 'Governing Law. This Agreement shall be governed by the laws of the State of Indiana, without giving effects to
conflicts of laws provisionsThe partiesa reethattheUniformCom uterinformationTransactionsActorany "' """' "" ""::•
version thereof, adopted by any state, in any form ("UCITA'I, shall not apply to this Agreement To the extent that
UCITA is applicable the parties agree to opt out of the applicability, of UCITA pursuantto the opt -out provision(s) -
contained therein . .
18 Dispute Resolution. Any controversy,or claim: whether based on contract, tort, strict liability, misrepresentation
or any other legal theory, related directly or indirectly to this Agreement ("Dispute') will be resolved Solely in
accordance with the terms of this section, If the Dispute cannot be settled by good faith negotiation between the
parties the parties will submit the Dispute to non-binding mediation in Carmel Indiana
19 Entire Agreement. This Agreement sets forth all the representations, promises and understandings between
Customer and ZirMed on the matters set forth herein If any part or parts of this Agreement are held to be invalid
The information contained in this document is intended for the recipient and Is considered confidential information
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illegal or unenforceable, such partwill be treated as severable and the remaining parts of the Agreement shall
continue to be valid and enforceable as to the parties hereto
20. Indemnification by ZirMed. ZirMed will Indemnify and defend Customer against an claim b third parties that
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Customer's use of any of ZirMed Services as authorized hereunder infringes upon the patent rights, copyrights,
trademark rights or trade secret rights in the United States of a third party and pay any resulting damage award
or settlement amount. provided that: (t) such Claim does not arise out of Customer's misuse of ZirMed Services;
ri Customer promptly notified ZirMed in writing of such claim; nr ZirMed will have sole control of the defense of
any action on such claim and of ail negotiations for its settlement or compromise; (v) Customer cooperates with
ZirMed in every reasonable way to facilitate settlement or defense of such claims; and (v) should such ZirMed
Service become or, in ZlrMed's opinion, be likely to become, the subject of an infringement claim Customer will "
permit ZirMed, at ZirMed's expense to procure such right to continue using such Service replace or modify the
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Service or terminate, without penalty, Customer's use of the affected Service, in which event ZirMed will refund
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to Customer on a pro -rata basis any unused prepaid amounts related thereto
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Indemnification by Customer. F-rcepl to the extent arising solely to the gross negli,
misconduct of ZirMed. Customer shall indemnify and hold ZirMed, its directors off
employees, harmless from and against any and all losses, liabilities, damages or (
of damage or liability) asserted against ZirMed and arising out of information provi
any use or provision thereof to any third party or any other actor inaction of Cush
23 'NON=DISCRIMINATION. ZirMed represents and warrants that it and all of its officers, employees, agents,
contractors and subcontractors shall comply with all laws of the United States, the State of Indiana and City
prohibiting discrimination against any employee. applicant for employment or other person in the provision of any
Goods and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and
privileges of employment and any other matter related to their employment or subcontracting, because of race
religion color sex handicap national origin ancestry age disabled veteran status and/or Vietnam era veteran
status ....._ ...
24 IRAN CERTIFICATION. Pursuant to I C 5-22-16.5, ZirMed shall certify that in signing this document it
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does not engage in investment activities within the Country of Iran
25 Survival. The representation warranties, covenants, and agreements of any of the parties hereto contained in
Sections 1, 2.5.8.10,12-21 of this Agreement will survive the expiration or earlier termination of this Agreement " ' • .:.. .
Expiration or termination of this Agreement for any reason will not terminate Customer's obligation to pay ZirMed
for all Services performed prior to the date of such expiration or termination
26 Executive Authority and Domain Administrator. The Executive Authority" identified below is an authorized
individual empowered to make decision on behalf of Customer and having the legal authority to legally bind
Customer. The Executive Authority may issue a directive to ZirMed to designate; modify or change the Domain
Administrator. The "Domain Administrator" as Identified below, will have full administrative privileges for
Customer's account or family of accounts (Domain) to add and delete users and will manage access rights
The information contained in this document is Intended forthe recipient and is considered confidential information
In Witness Whereof, the Parties to this Agreement in recognition of their undertakings set forth above and for due
and valid consideration execute this Agreement.
CITY OF CARMEL INDIANA
by and through Its Board of Public
Works and Safety
By:
aures Brainard p siding cer
� /
Date:
LoriS
Date:
A
Christine Pauley
Date:
ZirNled Inc
Title
FID/TIN:
Last Four of SSN if Sole Proprietor:
Date: r 7
The information contained in this document is intended for the recipient and is considered confidential information
11
THIS BUSINESS ASSOCIATE AGREEMENT is entered into by and between City of Carmel Fire Department
("Covered Entity") ZirMed, Inc, a Delaware corporation ('Business Associate'), with offices at 886 West Market
Street, Suite 400, Louisville, Kentucky 40202, as an addendum to the subscriber agreement between the parties (the
"Addendum") and shall be effective as of the date of Services Agreement (as defined hereunder) "
Recitals :::.:.. .... ._
WHEREAS, the parties have entered into an underlying services agreement ( Services Agreement) incorporatedW.
"
herein by reference;
WHEREAS in order for Business Associate to furnish services to Covered Entity in accordance with the Services " ' •
Agreement, Covered Entfty must at times disclose to Business Associate protected health information ("PHI')
governed by the Health Insurance Portability and Accountability Act of 1996, Pub. 104-191 ("HIPAN), as amended,
and the accompanying regulations promulgated thereunder at 45 C F.R Parts 160 and 164 (the "Privacy Rule") and
45 C F R Parts 160 162 and 164 (the "Security Rule') (collectively the "HIPAA Regulationel as amended;
WHEREAS the parties desire to enter info this Addendum in order to comply with the HIPAA Regulations '
..
NOW THEREFORE, the parties, in consideration of the mutual obligations contained herein and in the Services
......:.... .
Agreement and for other good and valuable consideration the receipt and adequacy of which are hereby
Acknowledged agree as follows: •• •• • • .... .::
1 Definitions. The terms used, but not otherwise defined in this Addendum shall have the same meaning as
those in the HIPAA Regulations as amended
2 Duties and Obligations of Business Associate. Business Associate hereby agrees to fully comply with the
requirements applicable to "business associates" under the HIPAA Regulations and the terms and conditions set
forth under the Services Agreement and this Addendum
...........:............ .
a. Permitted Uses and Disclosures. Business Associate may use or disclose PHI of the Covered Entity for an
and all purposes necessary to perform the duties and obligations of Business Associate under the Services ='
Agreement or as otherwise expressly permitted under this Addendum, the Services Agreement or in compliance
with 45 C.F.R. §164"504(e). Business Associate may further use or disclose such PHI: (i) for the proper
........................... . ........
... .
management i to .'• ''' -•
g (f) arty out the legal responsibilities of Business . ;•.:.._ .:.......... • •..:: _ _
Associate; (in) if the disclosure is Required by Law; and (iv) if Business Associate obtains reasonable assurances
from the person io whom PHI is disclosed that the PHI will beheld confidential and used or further disclosed only
as Required by Law or for the purpose for which itwas disclosed, the person will use appropriate safeguards to
prevent use or disclosure of the information, and the person will notify Business Associate immediately of any
.........:....::...
Breach of Unsecured PHI in the manner and time frame set forth under Section 2 e of this Addendum :
b Aufhorizaffans. Notwithstanding any other limitation herein, Covered Entity agrees that nothing In this "
Addendum prohibits Business Associate from using or disclosing PHI to -the extent permitted by an Authorization
from the applicable Individual
c. Safeguardld ng PW, Business Associate shall develop and implement reasonable administrative, physical and
technical safeguards to prevent the unauthorized use or disclosure of PHI that Business Associate creates
receives, maintains or transmits on behalf of Covered Entity; and to protect the confidentiality, integrity and
availability of such PHI Business Associate shall further adopt a security plan that takes Into account each of the
Security Rule standards, as appropriate; and provide training, as appropriate, to relevant employees,
subcontractors and agents of Business Associate on such policies and procedures to prevent the unauthorized _
use or disclosure of PH I
d. Third Party Agreements. Under certain circumstances, Business Associate may need to enter Into agreements
with agents or subcontractors in order to satisfy Business Associates obligations under the Services Agreement
......:: .... ........
If Business Associate discloses to these agents or subcontractors any PHI received from Covered Entity in this
context or created or received by Business Associate on behalf of Covered Entity: Business Associate shall
require such agents or subcontractors to enter into a written agreement with Business Associate that requires
such agent or subcontractor to agree to be bound by the same restrictions and conditions that apply to Business
Associate under this Addendum, and to Implement reasonable and appropriate safeguards to protect the
confidentiality, integrity and availability of PHI created, received, transmitted or maintained by the parties during - � •= � � `••� ` �" " '_" "'' •' ••
the term of the Services Agreement in conformance with the HIPAA Regulations
The informalion contained in this document is intended for the recipient and Is considered confidential information gg��
12
ZfRIVEU
e. Reporting Unauthorized Uses and Disclosures. Business Associate agrees to notify Covered Entity of a
Breach of Unsecured PHI discovered by Business Associate Such notice must: (i) be made promptly, but in no
event later than fifteen (15) days from the date Business Associate discovers the Breach; (ti) contain a
description of what happened; (¢i) the date of the Breach and date of Discovery; (iv) a description of the types of
Unsecured PHI Involved in the Breach; (v) the steps the Individuals should take to protect themselves from
potential harm resulting from the Breach; (vi) a brief description of what Business Associate is doing or will do to
investigate the Breach, mitigate losses, and protect against any further Breaches; and (vio the contact
Information and procedures for individuals to obtain additional information
f. Access to Information. Business Associate shall provide access to PHI maintained in a Designated Record Set
to Covered Entity or an Individual within fifteen (15) days of a written request from Covered Entity at Business
Associate's offices during normal business hours. Business Associate, its agents and subcontractors shall
respond to such request In -a manner and time frame specified herein in order that Covered Entity may comply
with the HIPAA Regulations
g. Access to Books and Records Business Associate shall make its internal practices, books and records `":""•'
relating to the PHI created, maintained, transmitted or received by Business Associate on behalf of Covered
Entity available to Covered Entity and the Secretary of the Department of Health and Human Services
("Secretary') for the purpose of determining Covered Entity's compliance with the HIPAA Regulations and the
terms of this Addendum. A request for access by Covered Entity under this Section 2.g. shall be granted upon
fifteen (15) days prior written notice and conducted at Business Associate's offices during normal business
hours
h. AvailabUity of Ptf! forAmendment. Business Associate agrees to make any amendment(s) to PHI maintained
in a Designated Record Set that Covered Entity directs or agrees to pursuant to 45 C F R §164 525 within thirty
(30) days after receipt of a written direction from Covered Entity
I. Accounting of Disclosures. Upon Covered Entitys written request, Business Associate shall make available an
accounting of disclosures of PHI made by Business Associate for which Covered Entity is required to provide
such accounting of disclosures under HIPAA
j. Data Aggregation Service. Business Associate may use or disclose PHI to provide Data Aggregation Services
as that term is defined by 45 C F R §184501 relating to its healthcare operations
3 Duties and Obligations of Covered Entity.
a Privacy Notice. Covered Entity shall inform Business Associate of any changes, or limitations, in the Notice of
Privacy Practices ("Privacy Notice") of Covered Entity and provide Business Associate with a copy of the Privacy
Notice in effect
...........
b Restrictions of Use or Disclosure of PHI. Covered Entity shall inform Business Associate of any restrictions on
the use or disclosure of PHI requested by Individuals including any changes to or revocation of such restriction
c. No Impermissible RQguests. Covered Entity shall not request that Business Associate use or disclose PHI in
any manner that would not be permissible under the HIPAA Regulations if done by Covered Entity except as
permitted in Section 2 above .. _ ......
Term and Termination. ............. .
:...
a. Term. The term of this Addendum shall be effective and terminate upon the effective and termination date of
the Services Agreement Upon said termination, Business Associate shall return or destroy as the case may be
PHI to Covered Entity in accordance with Section 4.d below
b Materiaf Breach. If Covered Entity determines that Business Associate has breached a material term of this
Addendum, Covered Entity may provide notice of such breach to Business Associate and afford Business
Associate an opportunity to cure the alleged material breach within the time period allowed by the Services
Agrgement for cure ofmaterial breaches 'of its terms. if Business Associate falls to cure such breach within the
time period allowed by the Services Agreement Covered Entity may terminate this Addendum and the Services
Agreement.
The information contained in this document is intended for the recipient and is considered confidential information .. ... • .• ..... .
13 :.
zu
c. Report to the Sebretary. It Covered Entity determines that Business Associate has breached a material term of
this Addendum, and Business Associate refuses or Is not able to cure the breach and termination Is not feasible,
Covered Entity shall report the breach and related issues to the Secretary Termination is not feasible if there are
nb viable. alternatives to continuing the Services Agreement with Business Associate
d EffectofTerminafion. Upon termination of this Addendum, for any reason, Business Associate shall return or
destroy all PHI created, maintained, transmitted or received by Business Associate on behalf of Covered Entity
Business Associate agrees not to retain copies of the PHI after termination of this Addendum. Business
Associate agrees to recover any such PHI in possesslori of its agents or subcontractors. If return or destruction
of the PHI is not feasible, Business Aslociate will notify Covered Entity in writing of the reasons for such
determination and agrees to extend the'protections of this Addendum for as long as necessary to protect the -
PHI, but Business Associate shall not use or disclose PHI except for the limited purposes for which extended
retention of such records is necessary. If Business Associate elects to destroy the PHI it shall certify to Covered
..............
Entity that the PHI has been destroyed - -- - - -
e. Survival. The parties obligations which by their nature continue beyond termination, cancellation or expiration
of the Services Agreement and this Addendum shall survive termination cancellation or expiration of the
Services Agreement and this Addendum
5 Chance of Law. The parties acknowledge that the HIPAA Regulations maybe modified from time to time. The - • -
parties specifically agree to take such action as necessary to Implement the standards and requirements of the
HIPAA Regulations and other applicable laws and regulations relating to the privacy and security of PHI. Further
the parties acknowledge that pricing under the Services Agreement is based on legal requirements in effect on :: "" "" """"' "' "" "' """"-"'
the effective date of the Services Agreement, and that compliance with additional or different legal requirements - - -
may result in changes of scope and pricing under the Services Agreement. Upon Covered Entity's request,
Business Associate agrees to enter into good faith negotiations with Covered Entity concerning the terms of an
amendment to this Addendum embodying written assurances consistent with the standards and requirements of "" """""' """'"' "' "' " """" " '
the HIPAA Regulations or other applicable laws and regulations relating to the privacy and security of PHI. If the
parties rail to reach such an amendment within ninety (90) days after commencement of negotiations, either -
party may terminate this Addendum and the Services Agreement by providing written notice to_lhe other party,
effective sixty (60) days after the date of such notice Nothing herein shall be deemed to extend the term of any
other agreement between the parties
._..........
6 Binding Nature and Assignment. ThIs Addendum shall be binding on the parties, their successors and
assigns, but neither party may assign their rights and obligations under this Addendum without the prior written
consent of the other which consent shall not be unreasonably withheld
7 Interpretation. The parties agree that any ambiguity in this Addendum shall be resolved in favor of a meaning
that complies and Is consistent with the HiPAA Regulations and other applicable federal and state privacy and _• "' .'
security laws and regulations :.....................
8 All notices permitted or required under this Addendum shall be In writing and shall be delivered by personal =
delivery, electronic mail or by certified or registered mail, return receipt requested: and shall be deemed given •.: :. •..•• •. •:•• •. - - .:. • . �� � '
upon personal delivery. Notices shall be sent to the addresses set forth in this Addendum or such other address ::'':" . ' ' ..
as either party may specify in writing
9 Independent contractor. The relationship between the parties will solely be that of independent contractors
........ ...
engaged in the operation of their own respective businesses, and Business Associate shall not be considered an
..._ ....
employee agent or part of or in joint venture with the Covered Entity or any affiliate of Covered Entity
10 No Thlyd Party Beneficiary. This Addendum has been entered Into solely for the benefit of Covered Entity and
Business Associate and is not Intended to create any legal, equitable or beneficial interest In any third party or to
vest in any third party any interest as to enforcement or performance -
The information contained in this document isintended for the recipient and is considered confidential information
14
11 Regulatory References A reference in this Addendum to a section In the HIPPA Regulations means the section
as in effect or as amended and for which compliance is required
12 Amendments This Addendum may not be modified or amended except by a writing that explicitly refers to the
........... .
amendment of this Addendum and that Is signed by authorized representatives of both parties.
13 Waiver None of the provisions of this Addendum shall be deemed to have been waived by any act omission, or :: .
acquiescence on the part of the disclosing party without a written instrument signed by the disclosing party. No
waiver by a party of any breads shall be effective unless In writing, and no waiver shall be construed as a waiver
of any succeeding breach whether or not of the same or a different term or condition
............... .
14 Effect on Services Agreement. Except to the extent specifically amended by this Addendum all of the terms
and conditions contained in the Services • Agreement shall remain In full force and effect In the event of any
inconsistency between this Addendum and the Services Agreement the terms and conditions of this Addendum
shall govern and prevail "
... ...
In Witness Whereof Business Associate and Covered Entity have caused this Addendum to be signed and
delivered by their duly authorized representatives as of the date set fortis above .. '
City of Carmel Fire Department ( 'Covered Entity }
By (signed):
Name:
Title:
Date:
ZirMed Inc ( Business
By (signed):
Name• /
Tille. 7 ��
Date: .�
The Information contained in this document is intended for the recipient and is considered confidential information
15
IWAV8111611W
AFFIDAVIT
being first duly sworn, deposes and
at he/she is familiar with dnd has personal knowledge of the facts herein and, if' called as
witness in this matter, could testify as follows:
1, I am over eighteen (18) ,years of age and am competent to testify to the facts
contained herein.,
2. I am now an t all times rel ant herein have been employed by
w f (the "Employer')
in the position of Lam'
3. I am familiar with the employment policies, practices, and procedures ofthe
Employer and have the authority to act on behalf of the Employer..
4 The Employer is enrolled and participates in the federal E -Verify program and has
provided documentation of such enrollment and participation to the City of
Carmel, Indiana.
S., The Company does not knowingly employ any unauthorized aliens.
FURTHER AFFIANT SAYETH NOT.
EXECUTED on the�day of. �C�' , 20
EKAERINE LACYARY PUBLIC
LARGE, KENTUCKYM, # 513953 Printed: C1 �'tN EXPIRES JUNE 24, 2018
I certify under the penalties for perjury under the laW of'the United States of America and the
State of Indiana that the foregoing factual statements and repzesentatiosat: a and correct,
Printed:
The information contained in this document is intended for the recipient and is considered confidential Information MRIVED
16
Company ID Number: 960097
may subject the Web Services Employer, its subcontractors, its employees, or its representatives to: (1)
prosecution for false statements pursuant to 18 U.S.C. 1001 and/or; (2) immediate termination of its
MOU and/or; (3) possible debarment or suspension.
G. The foregoing constitutes the full agreement on this subject between DHS and the Web Services
Employer.
Approved by:
Web Servlces Employer
°ZirMed
3
k-
Name�(Please Type or Print)
.
Title -
Clare Van Wefenng ;`
z°
f
Signature'Date
Lie'ectronically Signed
;::.04%0112016,
Department_of Homeland Security - Verificatiorr Division
Name ;.(Please Type or Print)
Itle , _
IJSCIS Verification Division,
Signature -
Date
Electronically Signed
...
04/01/2016
Page 19 of 23 E -Verify MOU for Web Services Employers I Revision Date 06/01/13
na; -Verifv.—
Company ID Number: 960097
Information Required forahe E-Verify"Program
Information relating to -your Company:
ZirMed: -
Company Narne.
888,1W'Market 8freet:T° '
'Louisville, KY 40202.
Company Facility Address`
Company AlternateAddress o -
County or Parish
JEFFERSON ".
Employer Identification;;Number_
61`1358935
North American,jndustry
518.,.,. .
"
Cins'ifidation,Systems Code
ParentCompany "
Number of Employees
506 to,999
Nui.nber-of Sites Verified'-f6r
3 ,
Page 20 of 23 E -Verify MOU for Web Services Employers I Revision Date 06/01/13
Company ID Number: 960097
Are you verifying for more than 1 site? If yes, please provide the number of sites verified for in
each State:
KENTUCKY 1 site(s)
ILLINOIS 1 site(s)
CALIFORNIA 1 site(s)
Page 21 of 23 E -Verify MOU for Web Services Employers I Revision Date 06/01/13
�� ri� • � ,. � »� "'k, I Ilii q�x
Company ID Number: 960097
Information relating to the Program Administrators) for your Company on policy questions or
operational problems:
Name
Natalie Reilly
Phone Number
(502) 882 - 4859
Fax Number
Email Address
natalie.reilly@zirmed.com
Name
Elizabeth Valencia
Phone Number
(312) 966 - 8767
Fax Number
Email Address
Elizabeth.Valencia@zirmed.com
Name
Rebecca Turnbull
Phone Number
(502) 238 - 9252
Fax Number
Email Address
becky.turnbull@zirmed.com
Name
Clare M Van Wetering
Phone Number
(312) 966 - 8843
Fax Number
Email Address
clare.vanwetering@zirmed.com
Page 22 of 23 E -Verify MOU for Web Services Employers I Revision Date 06/01/13
UVer
nttaxP
{m � rsxan n s surnASK..q�ax^a.nu
Company ID Number: 960097
Page intentionally left blank
Page 23 of 23 E -Verify MOU for Web Services Employers I Revision Date 06/01/13