Common use of Services, Systems, Data, Payment Clause in Contracts

Services, Systems, Data, Payment. (a) CIS shall provide, and Customer shall purchase from CIS, the Services and/or licenses to the Software described in the exhibits hereto, upon the terms and subject to the conditions of this Agreement, for the benefit of the Facility or Facilities. (b) CIS shall designate certain coding and naming conventions for the form of Customer Data and shall provide to Customer the coding requirements for transmitting Customer Data to the Data Center and the treatment given to different account and processing codes used by CIS. CIS reserves the right to make changes in operating procedures, coding and naming conventions, hardware and network configurations and applications and systems programming. Customer shall be responsible for, and bear the cost of, (i) coding and transmitting Customer Data to the Data Center, (ii) supervising the conversion of its financial data into a form that can be processed by CIS, (iii) determining whether it has complied with applicable accounting practices, (iv) determining whether it has complied with applicable state and federal regulations governing financial reporting obligations, (v) verifying the accuracy of Customer Data generated by it and/or CIS and (vi) maintaining prudent internal controls of reports and Customer Data. (c) If Customer requests that CIS correct or reprocess data files because of erroneous input data or output records, CIS will use its reasonable best efforts to perform such correction and reprocessing. If possible, Customer shall request any correction or reprocessing within seventy-two (72) hours after production of the reports. If correction or reprocessing is requested because of an error attributable to CIS or the negligence of CIS, there shall be no charge for such rerun, provided that the request for reprocessing is made within seventy-two (72) hours after production of the erroneous report. In the event that Customer requests reprocessing after such seventy-two (72) hour period, CIS will determine whether it can perform the reprocessing and, if it can perform the reprocessing, will provide a cost estimate to Customer for such reprocessing services. Following mutual agreement on the cost, CIS will perform the reprocessing services. If the parties are unable to agree on the cost for the reprocessing services, Customer will be charged for each rerun as set forth in Exhibit C hereto. (d) Customer shall pay CIS on behalf of the Facilities for the Services rendered and licenses granted in accordance with the terms and subject to the conditions contained herein and in the Exhibits hereto. Prices are subject to change as set forth herein and in the Exhibits hereto. (e) In the event that Customer makes a written request for the performance of on-site Services by CIS, Customer shall pay the reasonable and customary travel expenses of CIS personnel performing such Services for Customer, in accordance with CIS's standard business travel policies. (f) Unless otherwise provided herein, payment is due within thirty (30) days of the date of receipt of an invoice. Without limiting CIS's rights hereunder, any amounts not paid within thirty (30) days of the due date shall be subject to a late charge equal to the lesser of [12%] per annum or the maximum amount allowed by applicable law; provided, however, that no late charge shall apply with respect to amounts reasonably disputed by Customer if written notice of such dispute is given to CIS within fourteen (14) days of receipt of invoice; provided, however, that the interest on any disputed charges that are ultimately resolved against Customer shall accrue from the date payment would have otherwise been due. Disputes under this Section will be resolved pursuant to the procedure set forth in Section 12(h). (g) Customer's Monthly Processing Fees are indicated in Exhibit B. The Monthly Processing Fee is due and payable within thirty (30) days of receipt of an invoice. Monthly Processing Fees shall be calculated as set forth in Exhibit B. (h) On each anniversary date of this Agreement, CIS shall review and, if necessary, adjust the Monthly Processing Fees of the Customer for the prior twelve months as follows: 1) If, during the prior twelve month period, the actual monthly average Customer Facilities' Adjusted Patient Days ("APDs") fall below an amount equal to seventy-five percent (75%) of the total APDs set forth in Exhibit A, CIS may charge Customer the difference in fees actually charged and such seventy five percent (75%) figure.

Services, Systems, Data, Payment. (a) CIS shall provide, and Customer shall purchase from CIS, the Services and/or licenses to the Software described in the exhibits hereto, upon the terms and subject to the conditions of this Agreement, for the benefit of the Facility or Facilities. (b) CIS shall designate certain coding and naming conventions for the form of Customer Data and shall provide to Customer the coding requirements for transmitting Customer Data to the Data Center and the treatment given to different account and processing codes used by CIS. CIS reserves the right to make changes in operating procedures, coding and naming conventions, hardware and network configurations and applications and systems programming. CIS shall provide Customer with thirty (30) days notice of such changes. Customer shall be responsible for, and bear the cost of, (i) coding and transmitting Customer Data to the Data Center, (ii) supervising the conversion of its financial data into a form that can be processed by CIS, (iii) determining whether it has complied with applicable accounting practices, (iv) determining whether it has complied with applicable state and federal regulations governing financial reporting obligations, (v) verifying the accuracy of Customer Data generated by it and/or CIS and (vi) maintaining prudent internal controls of reports and Customer Data. (c) If Customer requests that CIS correct or reprocess data files because of erroneous input data or output records, CIS will use its reasonable best efforts to perform such correction and reprocessing. If possible, Customer shall request any correction or reprocessing within seventy-two (72) hours after production of the reports. If correction or reprocessing is requested because of an error attributable to CIS or the negligence of CIS, there shall be no charge for such rerun, provided that the request for reprocessing is made within seventy-two (72) hours after production of the erroneous report. In the event that the error is attributable to Customer's erroneous input data or output records, or Customer requests reprocessing after such seventy-two (72) hour period, CIS will determine whether it can perform the reprocessing and, if it can perform the reprocessing, will provide a cost estimate to Customer for such reprocessing services. Following mutual agreement on the cost, CIS will perform the reprocessing services. If the parties are unable to agree on the cost for the reprocessing services, Customer will be charged for each rerun as set forth in Exhibit C heretoCIS shall not perform such services. (d) Customer shall pay CIS on behalf of the Facilities for the Services rendered and licenses granted in accordance with the terms and subject to the conditions contained herein and in the Exhibits hereto. Prices are subject to change as set forth herein and in the Exhibits hereto. (e) In the event that Customer makes a written request for the performance of on-site Services by CIS, Customer shall pay the reasonable and customary travel expenses of CIS personnel performing such Services for Customer, in accordance with CIS's standard business travel policies. (f) Unless otherwise provided herein, payment is due within thirty (30) days of the date of receipt of an invoice. Without limiting CIS's rights hereunder, any amounts not paid within thirty (30) days of the due date shall be subject to a late charge equal to the lesser of [twelve percent (12%] ) per annum or the maximum amount allowed by applicable law; provided, however, that no late charge shall apply with respect to amounts reasonably disputed by Customer if written notice of such dispute is given to CIS within fourteen (14) days of receipt of invoice; provided, however, that the interest on any disputed charges that are ultimately resolved against Customer shall accrue from the date payment would have otherwise been due. Disputes under this Section will be resolved pursuant to the procedure set forth in Section 12(h12(f). (g) Customer's Monthly Processing Fees are indicated in Exhibit B. The Monthly Processing Fee is due and payable within thirty (30) days of receipt of an invoice. Monthly Processing Fees shall be calculated as set forth in Exhibit B. (h) On each anniversary date of this Agreement, CIS shall review and, if necessary, adjust the Monthly Processing Fees of the Customer for the prior twelve months as follows: 1) If, during the prior twelve month period, the actual monthly average total system fees charged to Customer Facilities' Adjusted Patient Days ("APDs") under this Agreement fall below an amount equal to seventy-five percent (75%) of the total APDs system fees set forth in Exhibit AE, CIS may charge Customer the difference in fees actually charged and such seventy five percent (75%) figure.