24-15 emsCharts Agreement.pdf

(9) A failure of a Customer local area network or wide area network that prevents the transmission of data intended for review at the destination. This includes any disruptions of Customer telephone lines, Customer ISP connections to the Internet and any electronic delivery systems that constitute the “Internet backbone.” (10) Anything beyond Vendor's reasonable control. This includes, but is not limited to, any acts of God, widespread power outages or telecommunication disruptions, and/or the illegal activity of virus writers and/or “hackers” who deliberately produce material/actions that disrupt the connectivity between Customer and Vendor, including a denial of service attack. (11) Any planned downtime or maintenance communicated by Vendor to Customer. Communication may include notices on Vendor's web site. Tl. SERVICE LEVEL COMMITMENT A. Availability Commitment - Definition and Calculation. emsCharts shall be Available for Customer Usage 98% of the time during any one calendar month. “Available for Customer Usage” means that emsCharts is functioning and is not subject to “Downtime.” “Downtime” equals the time during which emsCharts is functioning with a Critical Problem or not functioning due to a Critical Problem. Downtime will commence when Customer notifies Vendor that emsCharts is unavailable for use as a result of a Critical Problem. Downtime will end as soon as the Critical Problem is cured and emsCharts is available for use without a Critical Problem. Vendor will maintain, and provide upon request to Customer, a Services Service Level log documenting Service Level performance including all data required to calculate Availability. B. Availability Commitment - Performance and Remedy. In the event that Vendor does not meet its Availability Commitment during any calendar month during the Term, Customer’s next monthly invoice shall be reduced by 10% plus an additional 1% for each 1% increment below the Availability Commitment. emsCharts Service Agreement, v12.3 Page 12 of 19

Cc. Reliability Commitment - Definition and Calculation. Reliability, for purposes of this Agreement, is defined as the number of consecutive calendar months during the Term of this Agreement when emsCharts’ Availability Commitment is not met. Vendor will maintain, and provide upon request to Customer, a Services Service Level log documenting Service Level performance including all data required to calculate Reliability. D. Reliability Commitment - Performance and Remedy. In the event that emsCharts does not meet its Reliability Commitment during the Term, the following remedies will be available to Customer and enforceable at the Customer’s discretion: 1. emsCharts does not meet Availability Commitment (regardless of by what %) for two (2) consecutive months: 25% reduction (above Availability remedy) in next monthly invoice. 2. emsCharts does not meet Availability Commitment (regardless of by what %) for three (3) consecutive months: 40% reduction (above Availability remedy) in next monthly invoice. 3. emsCharts does not meet Availability Commitment (regardless of by what %) for four (4) consecutive months: Vendor is in default of Agreement and Customer may exercise any available remedy for Termination at its sole discretion or may take a 50% reduction (above Availability remedy) in next monthly invoice, All remedies provided to Customer are in the form of liquidated damages against Vendor. As noted elsewhere in this Agreement, Vendor has offered this Service Level Agreement and associated liquidated damages as the sole recourse for the Customer in the event of performance problems with or non-performance of emsCharts. All other damages that the Customer may pursue are limited as noted elsewhere in this Agreement. emsCharts Service Agreement, v12.3 Page 13 of 19

ATTACHMENT B HIPAA BUSINESS ASSOCIATE ADDENDUM This Addendum, dated as of. 20 ("Addendum"), supplements and is made a part of the Services Agreemetit (as defined below) by and between Covered Entity (as defined below) and emsCharts, Inc. ("Business Associate"). WHEREAS, Covered Entity and Business Associate are parties to the Services Agreement pursuant to which Business Associate provides certain services to Covered Entity. In connection with Business Associate's services, Business Associate creates or receives Protected Health Information from or on behalf of Covered Entity, which information is subject to protection under the Federal Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191 ("HIPAA"), and related regulations promulgated by the Secretary ("HIPAA Regulations"), the Health Information Technology for Economic and Clinical Health Act, Title XH of the American Recovery and Reinvestment Act of 2009 (the "HITECH Act"). WHEREAS, in light of the foregoing and the requirements of the HIPAA, the HITECH Act and HIPAA Regulations, Business Associate and Covered Entity agree to be bound by the following terms and conditions: L Definitions. a General. Terms used, but not otherwise defined, in this Addendum shall have the same meaning given to those terms by HIPAA, the HITECH Act and HIPAA Regulations as in effect or as amended from time to time. db. Specific. i Covered Entity. "Covered Entity" shall mean all entities, individually and collectively, which have entered into a Services Agreement (as defined below) with Business Associate and are controlled by, or are under common control with the Customer identified in the Services Agreement, directly or indirectly, or in the future control, are controlled by, or are under common control with the Customer identified in the Services Agreement, directly or indirectly. Business Associate shall fulfill each of its responsibilities under this Addendum to each Covered Entity covered by this Addendum. it. Breach. "Breach" shall have the same meaning as the term "breach" in the HITECH Act, Section 13400(1). iii. Electronic Health Record. "Electronic Health Record" shall have the same meaning as the term "electronic health record” in the HITECH Act, Section 13400(5). iv. Electronic Protected Health Information. "Electronic Protected Health Information" shall have the same meaning as

aning as the term "electronic health record” in the HITECH Act, Section 13400(5). iv. Electronic Protected Health Information. "Electronic Protected Health Information" shall have the same meaning as the term "electronic protected health information” in 45 CFR 160.103, limited to the information that Business Associate creates, receives, maintains, or transmits from or on behalf of Covered Entity. v. Individual. "Individual" shall have the same meaning as the term "individual" in 45 CFR 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 CFR 164.502(g). vi. Privacy Rule. "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR part 160 and part 164, subparts A and E. emsCharts Service Agreement, v12.3 Page 14 of 19

vii. Protected Health Information. "Protected Health Information" shall have the same meaning as the term "protected health information" in 45 CFR 160.103, limited to the information created or received by Business Associate from or on behalf of Covered Entity. viii. Required By Law. "Required by Law" shall have the same meaning as the term "required by law" in 45 CFR 164.103. ix. Secretary, "Secretary" shall mean the Secretary of the Department of Health and Human Services or his designee. x. Security Rule. "Security Rule" shali mean the Security Standards at 45 CFR part 160 and part 164. xi Services Agreement. "Services Agreement" shail mean any present or future agreements, either written or oral, between Covered Entity and Business Associate under which Business Associate provides services to Covered Entity which involve the use or disclosure of Protected Health Information, The Services Agreement is amended by and incorporates the terms of this Addendum. xii, Unsecured Protected Health Information, "Unsecured Protected Health Information" shall have the same meaning as the term "unsecured protected health information" in the HITECH Act, Section 13402(h)(1). 2. Obligations and Activities of Business Associate. a. Use and Disclosure. Business Associate agrees to not use or disclose Protected Health Information other than as permitted or required by the Services Agreement, this Addendum or as Required By Law. Business Associate shall comply with the provisions of this Addendum relating to privacy and security of Protected Health Information and all present and future provisions of HIPAA, the HITECH Act and HIPAA Regulations that relate to the privacy and security of Protected Health Information and that are applicable to Covered Entity and/or Business Associate. b Appropriate Safeguards. Business Associate agrees to use appropriate safeguards to prevent use or disclosure of the Protected Health Information other than as provided for by the Services Agreement. Without limiting the generality of the foregoing, Business Associate will: i Implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of Electronic Protected Health Information as required by the Security Rule; ii. Ensure that any agent, including a subcontractor, to whom Business Associate

fidentiality, integrity, and availability of Electronic Protected Health Information as required by the Security Rule; ii. Ensure that any agent, including a subcontractor, to whom Business Associate provides Electronic Protected Health Information agrees to implement reasonable and appropriate safeguards to protect Electronic Protected Health Information; iti. Promptly report to Covered Entity any Security Incident of which Business Associate becomes aware. In addition, Business Associate agrees to promptly notify Covered Entity following the discovery of a Breach of Unsecured Protected Health Information. A Breach is considered "discovered" as of the first day on which the Breach is known, or reasonably should have been known, to Business Associate or any employee, officer or agent of Business Associate, other than the individual committing the Breach. Any notice of a Security Incident or Breach of Unsecured Protected Health Information shall include the identification of each Individual whose Protected Health Information has been, or is reasonably believed by Business Associate to have been, accessed, acquired, or disclosed during such Security Incident or Breach as well as any other relevant information regarding the Security Incident or Breach. emsCharts Service Agreement, v12.3 Page 15 of 19

. Business Associate agrees to promptly report to Covered Entity any use or disclosure of Protected Health Information not permitted by this Addendum of which Business Associate becomes aware. d Mitigation. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health Information by Business Associate or its employees, officers or agents in violation of the requirements of this Addendum (including, without limitation, any successful Security Incident or Breach of Unsecured Protected Health Information). Business Associate agrees to reasonably cooperate and coordinate with Covered Entity in the investigation of any violation of the requirements of this Addendum and/or any successful Security Incident or Breach. Business Associate shall also reasonably cooperate and coordinate with Covered Entity in the preparation of any reports or notices to the Individual, a regulatory body or any third party required to be made under HIPAA, HIPAA Regulations, the HITECH Act, or any other Federal or State laws, rules or regulations, provided that any such reports or notices shall be subject to the prior written approval of Covered Entity. e Agents. Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides Protected Health Information received from, or created or received by Business Associate on behalf of Covered Entity agrees to the same restrictions and conditions that apply through this Addendum to Business Associate with respect to such information. f. Access to Designated Record Sets. To the extent that Business Associate possesses or maintains Protected Health Information in a Designated Record Set, Business Associate agrees to provide access, at the request of Covered Entity, and in the time and manner designated by the Covered Entity, to Protected Health Information in a Designated Record Set, to Covered Entity or, as directed by Covered Entity, to an Individual in order to meet the requirements under the HIPAA Regulations. If an Individual makes a request for access to Protected Health Information directly to Business Associate, Business Associate shall notify Covered Entity of the request within three (3) business days of such request and will cooperate with Covered Entity and allow Covered Entity to send the response to

te, Business Associate shall notify Covered Entity of the request within three (3) business days of such request and will cooperate with Covered Entity and allow Covered Entity to send the response to the Individual. & Amendments to Designated Record Sets, To the extent that Business Associate possesses or maintains Protected Health Information in a Designated Record Set, Business Associate agrees to make any amendment(s) to Protected Health Information in a Designated Record Set that the Covered Entity directs or agrees to pursuant to HIPAA Regulations at the request of Covered Entity or an Individual, and in the time and manner designated by the Covered Entity. fan Individual makes a request for an amendment to Protected Health Information directly to Business Associate, Business Associate shall notify Covered Entity of the request within three business (3) days of such request and will cooperate with Covered Entity and allow Covered Entity to send the response to the Individual. h. Access to Books and Records, Business Associate agrees to make internal practices, books, and records, including policies and procedures and Protected Health Information, relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of, Covered Entity available to the Covered Entity, or to the Secretary, in a time and manner designated by the Covered Entity or designated by the Secretary, for purposes of the Secretary determining Covered Entity’s compliance with the Privacy Rule. i Accountings. Business Associate agrees to document such disclosures of Protected Health Information and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with HIPAA, HIPAA Regulations and the HITECH Act. emsCharts Service Agreement, v12.3 Page 16 of 19

j. Requests for Accountings. Business Associate agrees to provide to Covered Entity or an Individual, in the time and manner designated by the Covered Entity, information collected in accordance with Section 2). of this Addendum, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with HIPAA, HIPAA Regulations and the HITECH Act. If an Individual makes a request for an accounting directly 1o Business Associate, Business Associate shall notify Covered Entity of the request within three business (3) days of such request and will cooperate with Covered Entity and allow Covered Entity to send the response to the Individual. 3. Permitted Uses and Disclosures by Business Associate. a. Services Agreement. Except as otherwise limited in this Addendum, Business Associate may use or disclose Protected Health Information to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in the Services Agreement, provided that such use or disclosure would not violate the HIPAA, HIPAA Regulations or the HITECH Act if done by Covered Entity or the minimum necessary policies and procedures of the Covered Entity. b. Use for Administration of Business Associate. Except as otherwise limited in this Addendum, Business Associate may use Protected Health Information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate. ©. Disclosure for Administration of Business Associate. Except as otherwise limited in this Addendum, Business Associate may disclose Protected Health Information for the proper management and administration of the Business Associate, provided that disclosures are Required by Law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and the person notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. da Reporting Violations of Law. Business Associate may use Protected Health Information to report violations of law to appropriate Federal and State authorities, consistent

rmation has been breached. da Reporting Violations of Law. Business Associate may use Protected Health Information to report violations of law to appropriate Federal and State authorities, consistent with § 164.502(j)(1); provided, however, that Business Associate gives Covered Entity at least thirty (30) days prior written notice of its intention to report any such violation of law and the facts or circumstances related thereto. 4, Permissible Requests by Covered Entity a. Except as set forth in Section 3 of this Addendum, Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rule if done by Covered Entity. 5. Term and Termination a Term. The term of this Addendum shall be co-terminus with the Services Agreement. However, the provisions of this Addendum shall continue until all of the Protected Health Information provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy Protected Health Information, protections are extended to such information, in accordance with the termination provisions in this Section. emsCharts Service Agreement, v12.3 Page 17 of 19