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

Services, Systems, Data, Payment. (a) IT&S shall provide, and Customer shall purchase from IT&S, the Services and/or licenses to the Software described in the Schedules hereto, upon the terms and subject to the conditions of this Agreement, for the benefit of Customer and the Facilities, Contract Entities and Affiliates that Customer may designate from time to time with respect to all or a portion of the Services. The Facilities set forth below shall convert directly to IT&S’s then current version of MEDITECH 6.0 (the “MCV”) for the fees also set forth below on a schedule to be mutually agreed upon by the Parties, but in no event later than December 31, 2012, unless another date is mutually agreed upon in writing by the parties. Facility Fee Muskogee Regional Medical Center $ * National Park Medical Center $ * Saint Mary’s Regional Medical Center $ * Southwestern Medical Center $ * Capital Medical Center $ * River Park Hospital $ * Grandview Medical Center $ * Willamette Valley Medical Center $ * The fees set forth above include the Physician Care Manager module, but do not include the Emergency Department module. The Emergency Department module is available for an installation fee of $* per Facility, plus monthly support costs of $* per Facility. IT&S agrees to provide Customer with HCA Entity base Order Set definitions to be included in the Customer standard clinical database. Customer shall indemnify IT&S for any claims related to the content provided by Customer. IT&S shall not have any obligation to provide updates to or otherwise maintain Order Set. IT&S shall provide Customer with the IT&S pilot clinical database including all reports developed as part of the pilot database. Customer shall be responsible for customizing this database into the Customer standard to be used for the implementations. Each Facility system implementation shall include the Master Patient Index conversion file and any other conversion files as normally provided by MEDITECH, Inc. For each MEDITECH conversion, IT&S shall replicate in the MCV of each of the Facility MEDITECH Cloverleaf interfaces which are in place at the time of the conversion, at no additional charge to Customer. The Parties shall have the following respective installation responsibilities: Customer shall be responsible for: • Customer shall issue an operations directive providing for a single, consistent database standard across all Facilities • Customer shall provide “top down” corporate communication and reinforcement to all Facilities • Customer shall establish corporate governance protocols to ensure approval of any changes to established standards and to communicate processes to be followed • Facilities’ operations will lead local systems acceptance • Facility will be responsible for user adoption • Customer is responsible for the purchase and installation of all required Facility-based Equipment IT&S shall be responsible for: • Systems installation including Software and IT&S Regional Data Center hardware • Installation of the approved standard dictionaries and configurations • Training to the Super User level • Guidance through testing and parallels • Ongoing information technology management support • After go-live transition to Client Support Services • Ongoing reviews — for Customer at corporate level each quarter and at Facilities on an established cycle IT&S will provide financing of the foregoing installation fees over the seven (7) year term of this Amended and Restated Agreement. In exchange for this financing, Customer shall pay a fair market value cost of capital add-on at *%; provided, however that IT&S shall * otherwise owed under the terms of this Amended and Restated Agreement. IT&S shall grant to Customer a discount of * dollars ($*) per year from the rates set forth in the Previous Agreements for existing MEDITECH Facilities. This discount shall be front-end loaded. Therefore, the discount for existing Facilities shall be provided as follows: Year Discount 2010 $* 2011 $* 2012-2017 $* per year Total Discounts $* In the event that significant changes are made to the electronic health record technology provisions of the American Recovery and Reinvestment Act of 2009 and/or the Health Information Technology for Economic and Clinical Health Act, including but not limited to a defunding of the programs, the parties agree to meet and discuss in good faith the effect of such changes, including the possibility of Customer halting implementation of Systems at Facilities where implementation has not yet commenced and Customer refunding discounts for such Facilities to IT&S. (b) Except as otherwise required by HIPAA, the HIPAA Rules, the Business Associate Agreement or the requirements of payers, IT&S 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 IT&S. Except as provided above, IT&S reserves the right to make changes in operating procedures, coding and naming conventions, hardware and network configurations and applications and systems programming. IT&S shall provide Customer with notice of such changes as far in advance as possible, but in no event less than thirty (30) days. 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 IT&S in accordance with the foregoing, (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 Customer if, in Customer’s sole discretion, it chooses to perform such verification and (vi) maintaining prudent internal controls of reports and Customer Data. (c) If Customer requests that IT&S correct or reprocess data files because of erroneous input data or output records, IT&S will use its reasonable best efforts to perform such correction and reprocessing. Customer shall use commercially reasonable efforts to request any correction or reprocessing within three business days after production of the reports. If correction or reprocessing is requested because of an error attributable to IT&S or the negligence of IT&S, there shall be no charge for such rerun and IT&S shall perform such rerun within ten (10) business days unless the parties mutually agree that performing a rerun is impossible from a technical perspective, in which event IT&S shall promptly compensate Customer for any Qualifying Damages (as defined below) and correct any erroneous records without performing a rerun. In the event that the error is attributable to Customer’s erroneous input data or output records, IT&S will promptly determine whether it can perform the reprocessing and, if it can perform the reprocessing, will provide a reasonable cost estimate to Customer for such reprocessing services. Following mutual agreement on the cost, IT&S will perform the reprocessing services. If the parties are unable to agree on the cost for the reprocessing services, IT&S shall not perform such services. As used herein, “Qualifying Damages” means the direct and quantifiable damages incurred by Customer or any Contract Entity that result from an error attributable to IT&S hereunder (for example, the amount of an overpayment to an employee or vendor of Customer due to an error of IT&S or the amount of a vendor discount lost due to a delay in a payment processed by IT&S). For the avoidance of doubt, this subsection (a) is subject to the liability limits specified in Section 10 of this Agreement. (d) Customer shall pay IT&S on behalf of the Facilities, Affiliates and Contract Entities for the Services rendered and licenses granted in accordance with the terms and subject to the conditions contained herein and in the Schedules hereto. The prices set forth on Schedule B are subject to change as set forth in Sections 2(i) and (j) below. The monthly processing fees set forth in Schedule B and payable pursuant to subsection 2(g) below shall be the only fees and costs payable hereunder other than (i) amounts payable for travel under subsection (e) below, (ii) third party charges as detailed in Schedule B, (iii) interface development and deployment, which shall be charged in accordance with Schedule C, (iv) fees agreed upon in separate work orders signed by both Parties and (v) fees (if any) that become due under Section 3 below. Except as otherwise provided in Section 3(d), all third party costs due hereunder shall be allocated on an equitable basis among Customer, IT&S, all HCA Entities and all other customers of IT&S. (e) In the event that Customer makes a written request for the performance of on-site Services by IT&S, Customer shall pay the reasonable and customary travel expenses of IT&S personnel performing such Services for Customer, in accordance with IT&S’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 except to the extent that such amounts are the subject of a good faith dispute. Without limiting IT&S’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 * percent (*%) 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 IT&S 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(f). (g) Customer’s processing fees are indicated in Schedule B and shall be charged with respect to each Facility, Affiliate and Contract Entity then designated by Customer to receive the Services in accordance with the scope of Services then designated by Customer to be received by such entity pursuant to Section 2(a) above. If IT&S changes the manner in which the Services are performed (for example, by electing to use more expensive software), such changes shall not result in any additional fee, charge or cost hereunder except as set forth in Section 3 below.

Services, Systems, Data, Payment. (a) IT&S shall provide, and Customer shall purchase from IT&S, the Services and/or licenses to the Software described in the Schedules hereto, upon the terms and subject to the conditions of this Agreement, for the benefit of Customer and the Facilities, Contract Entities and Affiliates that Customer may designate from time to time with respect to all or a portion of the Services. The Facilities set forth below shall convert directly to IT&S’s then current version of MEDITECH 6.0 (the “MCV”) for the fees also set forth below on a schedule to be mutually agreed upon by the Parties, but in no event later than December 31, 2012, unless another date is mutually agreed upon in writing by the parties. Facility Fee Muskogee Regional Medical Center $ * National Park Medical Center $ * Saint Mary’s Regional Medical Center $ * Southwestern Medical Center $ * Capital Medical Center $ * River Park Hospital $ * Grandview Medical Center $ * Willamette Valley Medical Center $ * The fees set forth above include the Physician Care Manager module, but do not include the Emergency Department module. The Emergency Department module is available for an installation fee of $* per Facility, plus monthly support costs of $* per Facility. IT&S agrees to provide Customer with HCA Entity base Order Set definitions to be included in the Customer standard clinical database. Customer shall indemnify IT&S for any claims related to the content provided by Customer. IT&S shall not have any obligation to provide updates to or otherwise maintain Order Set. IT&S shall provide Customer with the IT&S pilot clinical database including all reports developed as part of the pilot database. Customer shall be responsible for customizing this database into the Customer standard to be used for the implementations. Each Facility system implementation shall include the Master Patient Index conversion file and any other conversion files as normally provided by MEDITECH, Inc. For each MEDITECH conversion, IT&S shall replicate in the MCV of each of the Facility MEDITECH Cloverleaf interfaces which are in place at the time of the conversion, at no additional charge to Customer. The Parties shall have the following respective installation responsibilities: Customer shall be responsible for: • Customer shall issue an operations directive providing for a single, consistent database standard across all Facilities • Customer shall provide “top down” corporate communication and reinforcement to all Facilities • Customer shall establish corporate governance protocols to ensure approval of any changes to established standards and to communicate processes to be followed • Facilities’ operations will lead local systems acceptance • Facility will be responsible for user adoption • Customer is responsible for the purchase and installation of all required Facility-based Equipment IT&S shall be responsible for: • Systems installation including Software and IT&S Regional Data Center hardware • Installation of the approved standard dictionaries and configurations • Training to the Super User level • Guidance through testing and parallels • Ongoing information technology management support • After go-live transition to Client Support Services • Ongoing reviews — for Customer at corporate level each quarter and at Facilities on an established cycle * Portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been filed separately with the Commission. IT&S will provide financing of the foregoing installation fees over the seven (7) year term of this Amended and Restated Agreement. In exchange for this financing, Customer shall pay a fair market value cost of capital add-on at *%; provided, however that IT&S shall * otherwise owed under the terms of this Amended and Restated Agreement. IT&S shall grant to Customer a discount of * dollars ($*) per year from the rates set forth in the Previous Agreements for existing MEDITECH Facilities. This discount shall be front-end loaded. Therefore, the discount for existing Facilities shall be provided as follows: Year Discount 2010 $* 2011 $* 2012-2017 $* per year Total Discounts $* In the event that significant changes are made to the electronic health record technology provisions of the American Recovery and Reinvestment Act of 2009 and/or the Health Information Technology for Economic and Clinical Health Act, including but not limited to a defunding of the programs, the parties agree to meet and discuss in good faith the effect of such changes, including the possibility of Customer halting implementation of Systems at Facilities where implementation has not yet commenced and Customer refunding discounts for such Facilities to IT&S. (b) Except as otherwise required by HIPAA, the HIPAA Rules, the Business Associate Agreement or the requirements of payers, IT&S 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 IT&S. Except as provided above, IT&S reserves the right to make changes in operating procedures, coding and naming conventions, hardware and network configurations and applications and systems programming. IT&S shall provide Customer with notice of such changes as far in advance as possible, but in no event less than thirty (30) days. 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 IT&S in accordance with the foregoing, (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 Customer if, in Customer’s sole discretion, it chooses to perform such verification and (vi) maintaining prudent internal controls of reports and Customer Data. (c) If Customer requests that IT&S correct or reprocess data files because of erroneous input data or output records, IT&S will use its reasonable best efforts to perform such correction and reprocessing. Customer shall use commercially reasonable efforts to request any correction or reprocessing within three business days after production of the reports. If correction or reprocessing is requested because of an error attributable to IT&S or the negligence of IT&S, * Portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been filed separately with the Commission. there shall be no charge for such rerun and IT&S shall perform such rerun within ten (10) business days unless the parties mutually agree that performing a rerun is impossible from a technical perspective, in which event IT&S shall promptly compensate Customer for any Qualifying Damages (as defined below) and correct any erroneous records without performing a rerun. In the event that the error is attributable to Customer’s erroneous input data or output records, IT&S will promptly determine whether it can perform the reprocessing and, if it can perform the reprocessing, will provide a reasonable cost estimate to Customer for such reprocessing services. Following mutual agreement on the cost, IT&S will perform the reprocessing services. If the parties are unable to agree on the cost for the reprocessing services, IT&S shall not perform such services. As used herein, “Qualifying Damages” means the direct and quantifiable damages incurred by Customer or any Contract Entity that result from an error attributable to IT&S hereunder (for example, the amount of an overpayment to an employee or vendor of Customer due to an error of IT&S or the amount of a vendor discount lost due to a delay in a payment processed by IT&S). For the avoidance of doubt, this subsection (a) is subject to the liability limits specified in Section 10 of this Agreement. (d) Customer shall pay IT&S on behalf of the Facilities, Affiliates and Contract Entities for the Services rendered and licenses granted in accordance with the terms and subject to the conditions contained herein and in the Schedules hereto. The prices set forth on Schedule B are subject to change as set forth in Sections 2(i) and (j) below. The monthly processing fees set forth in Schedule B and payable pursuant to subsection 2(g) below shall be the only fees and costs payable hereunder other than (i) amounts payable for travel under subsection (e) below, (ii) third party charges as detailed in Schedule B, (iii) interface development and deployment, which shall be charged in accordance with Schedule C, (iv) fees agreed upon in separate work orders signed by both Parties and (v) fees (if any) that become due under Section 3 below. Except as otherwise provided in Section 3(d), all third party costs due hereunder shall be allocated on an equitable basis among Customer, IT&S, all HCA Entities and all other customers of IT&S. (e) In the event that Customer makes a written request for the performance of on-site Services by IT&S, Customer shall pay the reasonable and customary travel expenses of IT&S personnel performing such Services for Customer, in accordance with IT&S’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 except to the extent that such amounts are the subject of a good faith dispute. Without limiting IT&S’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 * percent (*%) 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 IT&S 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(f). (g) Customer’s processing fees are indicated in Schedule B and shall be charged with respect to each Facility, Affiliate and Contract Entity then designated by Customer * Portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been filed separately with the Commission. to receive the Services in accordance with the scope of Services then designated by Customer to be received by such entity pursuant to Section 2(a) above. If IT&S changes the manner in which the Services are performed (for example, by electing to use more expensive software), such changes shall not result in any additional fee, charge or cost hereunder except as set forth in Section 3 below.