DMS Terms

DMS Terms

Net Health Systems, Inc. (“Net Health”) will provide the applicable services (the “Services”) in accordance with the Agreement between Net Health and CUSTOMER (the “Agreement”), the applicable Services Descriptions set forth below, the Terms and Conditions and (to the extent applicable) Business Associate Agreement found below. To the extent that the Agreement contains the following SKU(s), the corresponding Service Description(s) shall apply.

SERVICES DESCRIPTIONS

NET HEALTH TRUST
SKU:		NH-TRUST (FIRST LOCATION) NH-TRUSTADDL (ADDITIONAL LOCATIONS)
Feature and Description of Services for NET HEALTH TRUST:
1)      Local Search: Net Health Trust includes Local Search. This is a digital marketing strategy that utilizes directory optimization and local SEO tactics to make the CUSTOMER’s business easily found online. Below are the key Local Search features that come with Net Health Trust: ·       Create & Fix 70+ Directories: Net Health will create, claim, and fix any errors for over 70 directories. These directories include Google, Yelp, Facebook, and voice search apps: Alexa and SIRI by syncing data from the CUSTOMER’s business with Net Health’s local search software. ·       Lock & Secure Directories: Net Health software that locks all directories, so no other source or third party can update or manipulate the data. ·       Fully Optimized Directories: A Net Health Local Search specialist will optimize all synced directories to make them visible in a way that can reach the largest possible target audience. ·       Google My Business Custom Optimization: Process of making Google My Business page visible in a strategic way that reaches the largest possible target audience. Performance requires minimal assistance from the CUSTOMER with granting login permissions during the setup phase. ·       Facebook Custom Optimization: Process of making Facebook Business page visible in a strategic way that reaches the largest possible target audience. Performance requires minimal assistance from the CUSTOMER with granting login permissions during the setup phase.
2)      Reputation Management: Net Health Trust includes building a positive credibility online by using third party sites (like Google) to help the CUSTOMER stick out over their competitors. Below are the key Reputation Management features that come with Net Health Trust: ·       Review Responding: This includes notifications via email from any new review on a CUSTOMER’s review site, such as Google, Yelp, and Facebook. ·       5-Star Review Generation – Email: This includes 5-star review generation that uses email messaging directly from Net Health's software. Performance from review generation requires an updated list of patients from the CUSTOMER. Further, 5-star review generation depends on the frequency and the quality of the list delivered from the CUSTOMER to Net Health. CUSTOMER may provide an updated list on a weekly or monthly basis. ·       5-Star Review Generation - Text Messaging: This includes 5-star review generation that uses text messaging directly from Net Health's software. Performance from review generation requires an updated list of patients from the CUSTOMER. Further, 5-star review generation depends on the frequency and the quality of the list delivered from the CUSTOMER to Net Health. CUSTOMER may provide an updated list on a weekly or monthly basis.
3)      Account Management: Each CUSTOMER will have a designated onshore account manager that is assigned to the fulfillment, success, and customer service for the CUSTOMER’s campaign. ·       Designated Account Manager: This is the CUSTOMER’s direct contact and project manager of their Net Health Trust account. ·       Basecamp Onboarding Management: Each CUSTOMER will have access to a Basecamp project. This provides step-by-step communication and allows the CUSTOMER to be fully involved with their campaign.
4)      Insights & Analytics: Each CUSTOMER receives real-time performance data on their campaign with Net Health Insights CUSTOMER facing dashboard and monthly reporting. This includes: ·       Net Health Insights Dashboard: Includes access of real-time and transparent data that shows metrics and value from the CUSTOMER’s campaign. CUSTOMER may login at any time to review the performance from the Net Health Trust product. ·       Monthly Insights & Analytics Reporting: This includes transparent data that shows metrics and value of the campaign that is emailed monthly to the CUSTOMER.
ADDITIONAL SERVICE TERMS: 1. Performance of the Services is dependent on information and access provided by CUSTOMER. If CUSTOMER fails to timely provide the information or access necessary for Net Health to perform the Services, CUSTOMER may experience limited services for the corresponding month. No refunds or credits will be issued for service limitations arising from the above. 2. Content and images provided by the CUSTOMER or pulled from existing Net Health content and design library. 3. Marketing results vary for numerous reasons such as geography, CUSTOMER specialty, competition, changes to digital search algorithms, consumer/press interest in health content, and other factors outside of the control of a digital marketing agency. Net Health will execute all deliverables as outlined in this agreement, however there is no guarantee of results.
NET HEALTH FUNNEL
SKU:	NH-FUNNEL
Feature and Description of Services for NET HEALTH FUNNEL:
1)      Two Advertising Networks: Net Health Funnel includes advertising and campaign management from either Google Adwords or Facebook advertising. To ensure performance, Net Health Funnel is limited to two advertising networks. Therefore, each campaign is limited to any two advertising networks options below: ·       Google Adwords – Search ·       Google Adwords – Calls ·       Google Adwords - Maps Ads ·       Facebook Advertising CUSTOMER may provide input on strategy direction. Yet, the Net Health Funnel expert will determine budget and network strategy to ensure optimal performance.
2)      Advertising Management: Net Health Funnel includes strategic and optimization work from a Net Health Funnel specialist to achieve optimal ROI performance CUSTOMER's campaigns. Below are the key Advertising Management features that come with Net Health Funnel: ·       Keyword Research: A Net Health Funnel specialist will research and identify keywords for the CUSTOMER’s advertising campaign to achieve optimal performance. Keyword research occurs during the onboarding and monthly optimization phases. ·       Monthly Strategy: A Net Health Funnel specialist will review the performance of the CUSTOMER’s campaign throughout each month. Any critical issues affecting long-term success and KPIs are identified and optimized for better performance by Net Health. ·       Monthly Optimization: A Net Health Funnel specialist will implement any necessary adjustments to the campaigns each month. This may include keywords, copy, landing pages, and bidding to maximize the CUSTOMER's budget to reach optimal KPIs. ·       One Campaign Per Network: The Funnel package includes one campaign per network for one location. Networks include Google Adwords Search, Google Adword Click-to-Calls, Google Adwords Maps, or Facebook Ads. Any additional campaigns or locations must be purchased with a NH Funnel Add-On. ·       Two Ads per Campaign: Each campaign has a maximum of two ads with up to two networks. ·       Four Total Ads: There is a maximum of four total ads that come with the Funnel package. Any additional ads must be purchased with a Funnel Add-On. ·       One Clinic Location: The Net Health Funnel product is built for one location site or clinic location provided by the CUSTOMER. Additional site locations require a Funnel Add-On. ·       One Special Event per Quarter: The CUSTOMER has the option to utilize special events. A special event will use one month of ad budget in leu of a current campaign to support a special event. Special events include workshop, Webinars, Meetup, etc. All ad management is included with this event. There is a limit of one special event campaign per quarter.
3)      Advertising: Net Health pays and manages the advertising for the Google and Facebook networks. This advertising includes producing paid media for commercial products or services. The Net Health will dedicate $600 per month to these networks for the CUSTOMER.
4)      Landing Page Management: Net Health creates and hosts a strategic landing pages for all campaigns. The landing page is a standalone web page, created specifically for a marketing or advertising campaign. Below are the key Landing Page Management features that come with Net Health Funnel: ·       One Landing Page: Net Health creates and hosts one strategic landing pages per campaign. The landing page is a standalone web page, created specifically for the CUSTOMER's advertising campaign. Additional Landing Pages require a purchase of a Funnel Add-On. ·       Landing Page Monthly Optimization: Net Health may optimize each landing page to increase lead conversions each month based on insights and campaign performance. ·       *Rehab Only: E-Book Download: The CUSTOMER may utilize a Rehab Therapy e-book from the Net Health content library. This content is ONLY for CUSTOMERs who provide Rehab Therapy services. Any CUSTOMER can supply their own e-book download or gated content to help capture leads for their campaign.
5)      Lead Automation: Lead automation includes email automaton -nurturing campaigns. These are time-based and targeted email messages sent to the user from the leads who filled out a form on the Net Health Landing page. This helps keep the CUSTOMER’s leads engaged after filling out the form.
6)      Account Management: Each CUSTOMER will have a designated onshore account manager that is assigned to the fulfillment, success, and customer service for the campaign. ·       Designated Account Manager: This is the CUSTOMER’s direct contact and project manager of their Net Health Funnel account. ·       Monthly Check Ins: The CUSTOMER can review reporting and discus campaign performance, goals, and additional information about their campaign with their Account Manager. The CUSTOMER may meet with their Account Manager once per month for up to 30 minutes.
7)      Insights & Analytics: Each CUSTOMER receives real-time performance data on their campaign from Net Health Insights. This includes: ·       Net Health Insights Dashboard: Access to real-time and transparent data that shows metrics and value from the CUSTOMER’s campaign. CUSTOMER may login at any time to review the performance from the Net Health Funnel product. ·       Monthly Insights & Analytics Reporting: This includes transparent data that shows metrics and value of the campaign that is emailed monthly to the CUSTOMER. ·       Lead Database & List Management: This Net Health Funnel package tracks all leads and phone calls from the advertising efforts. CUSTOMER has access to view leads and calls on their Net Health Insights Dashboard and monthly reports.
ADDITIONAL SERVICE TERMS:  1. Performance of the Services is dependent on information and access provided by CUSTOMER. If CUSTOMER fails to timely provide the information or access necessary for Net Health to perform the Services, CUSTOMER may experience limited Services for the corresponding month. No refunds or credits will be issued for service limitations arising from the above. 2. Landing page development will begin when all necessary materials are provided by CUSTOMER. This page will be considered complete when admin/editing access provided to CUSTOMER once live, either on CUSTOMER domain or Net Health subdomain. Domain transfer to Net Health hosting server included. 3. Website landing page is built on the WordPress content management platform using existing design templates within the Net Health design library. 4. Content and images provided by the CUSTOMER or pulled from existing Net Health content and design library. 5. Marketing results vary for numerous reasons such as geography, CUSTOMER specialty, competition, changes to digital search algorithms, consumer/press interest in health content, and other factors outside of the control of a digital marketing agency. Net Health will execute all deliverables as outlined in this agreement, however there is no guarantee of results. 6. Upon campaign conversions, which are defined as instances when leads/potential clients submit information via a landing page form, CUSTOMER will receive real-time alerts via email. Net Health will also provide conversation information upon request. CUSTOMER is responsible for all internal follow-ups with all leads outside of the services outlined in this contract.

 

NET HEALTH FUNNEL, ADD’L LOCATION(S):
SKU:	NH-FUNNELADDLLOCATION
Feature and Description of Services for NET HEALTH FUNNEL, ADD’L LOCATION(S):
1)      Two Advertising Networks: Net Health Funnel includes advertising and campaign management from either Google Adwords or Facebook advertising. To ensure performance, Net Health Funnel is limited to two advertising networks. Therefore, each campaign is limited to any two advertising networks options below: ·       Google Adwords – Search ·       Google Adwords – Calls ·       Google Adwords - Maps Ads ·       Facebook Advertising CUSTOMER may provide input on strategy direction. Yet, the Net Health Funnel expert will determine budget and network strategy to ensure optimal performance.
2)      Ad Management: The Net Health Funnel Additional Location receives the same ad management as the primary Net Health Funnel campaign. This includes strategic and optimization work to achieve optimal ROI performance by Net Health specialists for the CUSTOMER's ad campaigns.
3)      Advertising: Net Health will dedicate $400 per month delivering ads for the CUSTOMER on either or both Google and Facebook networks for this additional location.
4)      Lead Automation: Lead automation includes email automaton -nurturing campaigns. These are time-based and targeted email messages sent to the user from the leads who filled out a form on the Net Health Landing page. This helps keep the CUSTOMER’s leads engaged after filling out the form.
ADDITIONAL SERVICE TERMS:  1. Performance of the Services is dependent on information and access provided by CUSTOMER. If CUSTOMER fails to timely provide the information or access necessary for Net Health to perform the Services, CUSTOMER may experience limited Services for the corresponding month. No refunds or credits will be issued for service limitations arising from the above. 2. Landing page development will begin when all necessary materials are provided by CUSTOMER. This page will be considered complete when admin/editing access provided to CUSTOMER once live, either on CUSTOMER domain or Net Health subdomain. Domain transfer to Net Health hosting server included. 3. Website landing page built on the WordPress content management platform using existing design templates within the Net Health design library. 4. Content and images provided by the CUSTOMER or pulled from existing Net Health content and design library. 5. Marketing results vary for numerous reasons such as geography, CUSTOMER specialty, competition, changes to digital search algorithms, consumer/press interest in health content, and other factors outside of the control of a digital marketing agency. Net Health will execute all deliverables as outlined in this agreement, however there is no guarantee of results. 6. Upon campaign conversions, which are defined as instances when leads/potential clients submit information via a landing page form, CUSTOMER will receive real-time alerts via email. Net Health will also provide conversation information upon request. CUSTOMER is responsible for all internal follow-ups with all leads outside of the services outlined in this contract.

 

NET HEALTH FUNNEL, BOOST
SKU:	NH-FUNNELBOOST
Feature and Description of Services for NET HEALTH FUNNEL, BOOST:
Advertising: Net Health will dedicate an additional $200 per month delivering ads for the CUSTOMER on either or both Google and Facebook networks for this additional boost. Customer must have the Net Health Funnel (NH-FUNNEL) to purchase this add-on.
ADDITIONAL SERVICE TERMS:  1. Performance of the Services is dependent on information and access provided by CUSTOMER. If CUSTOMER fails to timely provide the information or access necessary for Net Health to perform the Services, CUSTOMER may experience limited Services for the corresponding month. No refunds or credits will be issued for service limitations arising from the above. 2. Content and images provided by the CUSTOMER or pulled from existing Net Health content and design library. 3. Marketing results vary for numerous reasons such as geography, CUSTOMER specialty, competition, changes to digital search algorithms, consumer/press interest in health content, and other factors outside of the control of a digital marketing agency. Net Health will execute all deliverables as outlined in this agreement, however there is no guarantee of results. 4. Upon campaign conversions, which are defined as instances when leads/potential clients submit information via a landing page form, CUSTOMER will receive real-time alerts via email. Net Health will also provide conversation information upon request. CUSTOMER is responsible for all internal follow-ups with all leads outside of the services outlined in this contract.

 

NET HEALTH WEBSITE, STARTER PLAN
Sku#	NH-WEBSTART
Feature and Description of Services for NET HEALTH WEBSITE, STARTER PLAN:
1)      Website Development & Performance Subscription: Each website package must be purchased with a Website Development (Sku# NH-WEBDEV). The Website Development phase lasts up to 60 days and is limited to three rounds of edit requests by the CUSTOMER. The 60-day timeframe can change depending on the availability of the CUSTOMER. However, this will not impact the any billing start dates agreed upon within the contract. All Net Health Websites come with a subscription package that offers hosting, maintenance, performance optimization, and digital marketing features that are listed with the package. Below are the key Website Development & Performance Subscription features that come with Net Health Website, Starter Plan: ·       Mobile, Responsive Website: A Net Health Website will adapt to any device at any size providing a quality responsive design that is ideal for the mobile user. These devices include desktop, laptop, smartphone, and/or tablet. ·       Hosting & Monthly Maintenance Plan: All Net Health Websites come with a secured hosting solution, a monthly site maintenance, and ongoing support. Each CUSTOMER's website contains weekly backups, web security and monitoring, as well as upgrades to WordPress and associated plugins to maintain optimal performance. ·       Professional Design for Healthcare Consumer: Net Health Websites come with professional and strategic layout designs specifically created for a healthcare business who want to grow their online presence, get more web traffic, and get new patient opportunities. ·       15 NEW Web Pages: To maintain the highest quality and user experience at an affordable price for Net Health Websites - there is a maximum amount of 15 new pages that Net Health can create or provide to the CUSTOMER's website written by Net Health or from Net Health's content library. Any additional website pages provided by Net Health will need to be purchased separately or fully provided by the CUSTOMER. A CUSTOMER can add their own content and visual media such as images and video content at any time. ·       Website Content Transition: Net Health can transition the written content of up to 100 HTML pages and/or blogposts from the CUSTOMER's previous website to the new Net Health Website. ·       SEO Ready Package: All pages in the development phase are optimized for SEO using onsite content practices. This includes optimization of meta data, h1 tags, and image alt tags. ·       Schema Markup: Schema markup is a SEO strategic code that Net Health provides on CUSTOMER websites to help search engines show more informative results. ·       Online Payment Integration: Online Payment allows patients to pay their bill online using a CUSTOMER's online payment service. Online payment processing must be provided by the CUSTOMER. ·       Email Subscriber Integration: The email subscriber integration allows website users to subscribe to CUSTOMER's individual email and/or newsletters campaigns. ·       Local Search/Online Maps Integration: All Net Health Websites come with a Google Map snippet on the website for each site location. ·       Online Review Integration: All Net Health Websites come with external links to review pages on any of these three platforms: Google, Facebook, Yelp. ·       Blog + Blog Training: All Net Health Websites come with a blog. CUSTOMER may utilize their one-on-one training to learn how to write and post directly to their blog.
2)      Account Management: Each CUSTOMER will have a designated onshore account manager that is assigned to the fulfillment, success, and customer service for the campaign. ·       Designated Account Manager: This is the CUSTOMER’s direct contact and project manager of their Net Health Website account. ·       One-On-One Training: Each CUSTOMER receives one 30-minute training session on how to use the website CMS so they can add their own content and/or blogpost. ·       Basecamp Onboarding Management: Basecamp is a step-by-step communication and project management tool that allows the CUSTOMER to be fully involved with their campaign.
ADDITIONAL SERVICE TERMS: 1. Performance of the Services is dependent on information and access provided by CUSTOMER. If CUSTOMER fails to timely provide the information or access necessary for Net Health to perform the Services, CUSTOMER may experience limited Services for the corresponding month. No refunds or credits will be issued for service limitations arising from the above. 2. Site development will begin when all necessary materials are provided by CUSTOMER. Site will be considered complete when admin/editing access provided to CUSTOMER once live, either on CUSTOMER domain or Net Health subdomain. The domain transfer to Net Health hosting server is included. 3. Website is built on the WordPress content management platform using existing design layouts within the Net Health design library. 4. Content and images will be provided by the CUSTOMER or pulled from existing Net Health content and design library. 5. Marketing results vary for numerous reasons such as geography, CUSTOMER specialty, competition, changes to digital search algorithms, consumer/press interest in health content, and other factors outside of the control of a digital marketing agency. Net Health will execute all deliverables as outlined, however there is no guarantee of results. 6. The CUSTOMER Website is hosted on Net Health servers. For a hosting transfer, the CUSTOMER must meet their contract in full before transferring to a different provider.

 

NET HEALTH WEBSITE, PROFESSIONAL PLAN
Sku#	NH-WEBPRO
Feature and Description of Services for NET HEALTH WEBSITE, PROFESSIONAL PLAN:
1)      Website Development & Performance Subscription: Each website package must be purchased with a Website Development (Sku# NH-WEBDEV). The Website Development phase lasts up to 60 days and is limited to three rounds of edit requests by the CUSTOMER. The 60-day timeframe can change depending on the availability of the CUSTOMER. However, this will not impact the any billing start dates agreed upon within the contract. All Net Health Websites come with a subscription package that offers hosting, maintenance, performance optimization, and digital marketing features that are listed with the package. Below are the key Website Development & Performance Subscription features that come with Net Health Website, Professional Plan: ·       Mobile, Responsive Website: A Net Health Website will adapt to any device at any size providing a quality responsive design that is ideal for the mobile user. These devices include desktop, laptop, smartphone, and/or tablet. ·       Hosting & Monthly Maintenance Plan: All Net Health Websites come with a secured hosting solution, a monthly site maintenance, and ongoing support. Each CUSTOMER's website contains weekly backups, web security and monitoring, as well as upgrades to WordPress and associated plugins to maintain optimal performance. ·       Professional Design for Healthcare Consumer: Net Health Websites come with professional and strategic layout designs specifically created for a healthcare business who want to grow their online presence, get more web traffic, and get new patient opportunities. ·       30 NEW Web Pages: To maintain the highest quality and user experience at an affordable price for Net Health Websites - there is a maximum amount of 30 new pages that Net Health can create or provide to the CUSTOMER's website written by Net Health or from Net Health's content library. Any additional website pages provided by Net Health will need to be purchased separately or fully provided by the CUSTOMER. A CUSTOMER can add their own content and visual media such as images and video content at any time. ·       Website Content Transition: Net Health can transition the written content of up to 100 HTML pages and/or blogposts from the CUSTOMER's previous website to the new Net Health Website. ·       SEO Ready Package: All pages in the development phase are optimized for SEO using onsite content practices. This includes optimization of meta data, h1 tags, and image alt tags. ·       Schema Markup: Schema markup is a SEO strategic code that Net Health provides on CUSTOMER websites to help search engines show more informative results. ·       Online Payment Integration: Online Payment allows patients to pay their bill online using a CUSTOMER's online payment service. Online payment processing must be provided by the CUSTOMER. ·       Email Subscriber Integration: The email subscriber integration allows website users to subscribe to CUSTOMER's individual email and/or newsletters campaigns. ·       Local Search/Online Maps Integration: All Net Health Websites come with a Google Map snippet on the website for each site location. ·       Online Review Integration: All Net Health Websites come with external links to review pages on any of these three platforms: Google, Facebook, Yelp. ·       Blog + Blog Training: All Net Health Websites come with a blog. CUSTOMER may utilize their one-on-one training to learn how to write and post directly to their blog. ·       Calendar Integration: This Net Health Website package comes with the calendar plugin: Calendly. Calendly can integrate with CUSTOMER's calendars with up to six users. ·       Chat: This Net Health Website package comes with the chat plugin: Olark. Olark comes with chat automation. This includes automatic greeting and canned responses. ·       Monthly Edits: Net Health provides up to one hour a month of content related edits specifically requested by the CUSTOMER. This does not include custom design, additional content written by Net Health, or any additional features that are not included with the purchased website. Monthly edits will take up to 30 days to complete. Any edit requests that take more than a projected one hour of work will not be completed within that month. Hours do not accrue each month.
2)      Lead Generation Integration: This Net Health Website package comes with a full lead generation integration campaign. Net Health will track all digital leads and phone calls directly from the CUSTOMER's website. Below are the key Lead Generation Integration features that come with Net Health Website, Professional Plan: ·       Lead Database & List Management: This Net Health Website package tracks all website leads and phone calls. CUSTOMER has access to view leads and calls on their Net Health Insights Dashboard and monthly reports. ·       Call Tracking: This Net Health Website comes with call tracking technology. A call tracking 800 number must be used in the header of the CUSTOMER's website to be properly tracked. The call tracking number forwards to any local business line of the CUSOMTER's choosing. This is a required feature for this Website package. ·       Custom Landing Pages (Workshop/Events): This Net Health Website comes with up to two custom landing pages for any external digital marketing campaign managed by the CUSTOMER. ·       Pop Up Subscriber or Special Offer: This Net Health Website package comes with a pop up with a custom special offer. CUSTOMER may provide content for the special offer. ·       Gated Content Lead Capture: Any content owned by the CUSTOMER may be utilized as "gated content" within the Net Health Website. Examples are videos, e-books, articles, pdf downloads, etc. ·       Special Events Calendar: This Net Health Website package comes with a Special Events Calendar that allows users to register digitally directly from the website. Example of special events are workshops, meetings, webinars, etc. ·       Chat Lead Capture: All new chats are tracked as leads within the Net Health Insights dashboard and monthly reporting. ·       Email Automation - Nurturing Campaigns: Each CUSTOMER will have a designated onshore account manager that is assigned to the fulfillment, success, and customer service for the campaign.
3)      Account Management: Each CUSTOMER will have a designated onshore account manager that is assigned to the fulfillment, success, and customer service for the campaign. ·       Designated Account Manager: This is the CUSTOMER’s direct contact and project manager of their Net Health Website account. ·       One-On-One Training: Each CUSTOMER receives one 30-minute training session on how to use the website CMS so they can add their own content and/or blogpost. ·       Basecamp Onboarding Management: Basecamp is a step-by-step communication and project management tool that allows the CUSTOMER to be fully involved with their campaign. ·       Monthly Check Ins: CUSTOMER can review reporting and discus campaign performance, goals, and additional information about their campaign with their Account Manager. The CUSTOMER may meet with their Account Manager once per month for up to 30 minutes.
4)      Insights & Analytics: Each CUSTOMER receives real-time performance data on their campaign from Net Health Insights. This includes: ·       Net Health Insights Dashboard: Access to real-time and transparent data that shows metrics and value from the CUSTOMER’s campaign. CUSTOMER may login at any time to review the performance from the Net Health Website Professional product. ·       Monthly Insights & Analytics Reporting: This includes transparent data that shows metrics and value of the campaign that is emailed monthly to the CUSTOMER.
ADDITIONAL SERVICE TERMS: 1. Performance of the Services is dependent on information and access provided by CUSTOMER. If CUSTOMER fails to timely provide the information or access necessary for Net Health to perform the Services, CUSTOMER may experience limited Services for the corresponding month. No refunds or credits will be issued for service limitations arising from the above. 2. Site development will begin when all necessary materials are provided by CUSTOMER. Site will be considered complete when admin/editing access provided to CUSTOMER once live, either on CUSTOMER domain or Net Health subdomain. The domain transfer to Net Health hosting server is included. 3. Website is built on the WordPress content management platform using existing design layouts within the Net Health design library. 4. Content and images will be provided by the CUSTOMER or pulled from existing Net Health content and design library. 5. Marketing results vary for numerous reasons such as geography, CUSTOMER specialty, competition, changes to digital search algorithms, consumer/press interest in health content, and other factors outside of the control of a digital marketing agency. Net Health will execute all deliverables as outlined, however there is no guarantee of results. 6. The CUSTOMER Website is hosted on Net Health servers. For a hosting transfer, the CUSTOMER must meet their contract in full before transferring to a different provider. 7. Upon campaign conversions, which are defined as instances when leads/potential clients submit information via a landing page form, CUSTOMER will receive real-time alerts via email. Net Health will also provide conversation information upon request. CUSTOMER is responsible for all internal follow-ups with all leads outside of the services outlined in this contract. Therefore, it is the CUSTOMER’s responsibility to turn their leads delivered by Net Health, into patients.

 

NET HEALTH WEBSITE, CUSTOM BLOG CONTENT
SKU#	NH-WEBCUSTOMBLOG
Feature and Description of Services for NET HEALTH WEBSITE, CUSTOM BLOG CONTENT:
Website, Custom Blog Content: CUSTOMER must have a Net Health Website to purchase this add-on. Custom Blog Content comes with an annual content calendar where topics are agreed upon with Net Health and the CUSTOMER. Each month the CUSTOMER will receive one blogpost directly posted on their Net Health Website. Content includes up to 500 words and one header image. Content does not include further edits by Net Health. However, the CUSTOMER can make any edits themselves as they see fit.
ADDITIONAL SERVICE TERMS: 1. Performance of the Services is dependent on information and access provided by CUSTOMER. If CUSTOMER fails to timely provide the information or access necessary for Net Health to perform the Services, CUSTOMER may experience limited Services for the corresponding month. No refunds or credits will be issued for service limitations arising from the above. 2. Content and images will be provided by the CUSTOMER or pulled from existing Net Health content and design library. 3. Marketing results vary for numerous reasons such as geography, CUSTOMER specialty, competition, changes to digital search algorithms, consumer/press interest in health content, and other factors outside of the control of a digital marketing agency. Net Health will execute all deliverables as outlined, however there is no guarantee of results.

 

NET HEALTH WEBSITE, ADDITIONAL PAGE
SKU#	NH-WEBADDLPAGE
Feature and Description of Services for NET HEALTH WEBSITE, ADDITIONAL PAGE:
Website, Additional Pages: CUSTOMER must have a Net Health Website to purchase this add-on. Additional pages include service pages, clinic site location pages, or additional landing pages. The CUSTOMER may choose the topic. Content includes up to 250 words and one image by Net Health. This add-on does not include additional edits. However, the CUSTOMER can make any edits themselves as they see fit.
ADDITIONAL SERVICE TERMS: 1. Performance of the Services is dependent on information and access provided by CUSTOMER. If CUSTOMER fails to timely provide the information or access necessary for Net Health to perform the Services, CUSTOMER may experience limited Services for the corresponding month. No refunds or credits will be issued for service limitations arising from the above. 2. Content and images will be provided by the CUSTOMER or pulled from existing Net Health content and design library. 3. Marketing results vary for numerous reasons such as geography, CUSTOMER specialty, competition, changes to digital search algorithms, consumer/press interest in health content, and other factors outside of the control of a digital marketing agency. Net Health will execute all deliverables as outlined, however there is no guarantee of results.

 

NET HEALTH WEBSITE, REHAB CONTENT PAGE
SKU:	NH-WEBREHABCONTENT
Feature and Description of Services for NET HEALTH WEBSITE, ADDITIONAL PAGE:
Net Health has an extensive Rehab Therapy content library. Any Rehab Therapy CUSTOMER may utilize the Rehab Therapy service pages, blogging, and E-books. This content is ONLY for CUSTOMERs who provide Rehab Therapy services. These features include: ·       Content Library on Rehab Therapy Services: CUSTOMER may choose up to 30 service pages during the Website Development phase from Net Health's Rehab Therapy content library. This content is ONLY for CUSTOMERs who provide Rehab Therapy services. ·       Monthly Blogging on Rehab Therapy Services: CUSTOMER may have one Rehab Therapy blog article posted on their website each month. Topic and blogpost are strategically chosen by Net Health. This content is ONLY for CUSTOMERs who provide Rehab Therapy services. ·       Pre-Loaded E-Books on Rehab Therapy Services: CUSTOMER may utilize up to three Rehab Therapy e-books from the Net Health content library. This content is ONLY for CUSTOMERs who provide Rehab Therapy services.
ADDITIONAL SERVICE TERMS: 1. Performance of the Services is dependent on information and access provided by CUSTOMER. If CUSTOMER fails to timely provide the information or access necessary for Net Health to perform the Services, CUSTOMER may experience limited Services for the corresponding month. No refunds or credits will be issued for service limitations arising from the above. 2. Content and images will be provided by the CUSTOMER or pulled from existing Net Health content and design library. 3. Marketing results vary for numerous reasons such as geography, CUSTOMER specialty, competition, changes to digital search algorithms, consumer/press interest in health content, and other factors outside of the control of a digital marketing agency. Net Health will execute all deliverables as outlined, however there is no guarantee of results.

 

TERMS AND CONDITIONS

WHEREAS, Net Health develops and provides various marketing services (the “Services”) and CUSTOMER desires to engage Net Health for such Services in accordance with CUSTOMER’s Agreement and these Terms and Conditions.

NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, and for good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties hereto, and intending to be legally bound hereby, the parties agree as follows:

(a) Provision of Services. Subject to the terms, conditions and limitations set forth in the Agreement and these Terms and Conditions, CUSTOMER shall provide the applicable Services to CUSTOMER as set forth in CUSTOMER’s Agreement.

(b) Title & Ownership of Rights. Net Health may use certain intellectual property in performing the Services, including without limitation, data, software, designs, utilities, tools, models, systems, ideas, methods and techniques (“Materials”). CUSTOMER acknowledges that Net Health is the owner of all Materials, including any and all related intellectual property rights in the Materials (including any developments, improvements, and knowledge generated during the performance of our Services), and in any working papers compiled in connection with the Services. In the course of performing the Services, Net Health may provide CUSTOMER with access to spreadsheets, models, or other software tools. These items are provided to CUSTOMER solely for convenience and on an “as is” condition without warranty of any kind.

2. Independent Contractor. In connection with Net Health’s performance of the Services, Net Health and each person provided by Net Health to CUSTOMER hereunder shall act solely as an independent contractor and nothing herein contained shall at any time be so construed as to create a relationship of employer and employee, partnership, principal and agent, or joint venture as between CUSTOMER and Net Health or between CUSTOMER and any person provided by Net Health to CUSTOMER hereunder.
3. Term and Termination.

(a) General. The term of the Agreement (“Term”) shall commence on the Effective Date of the Agreement and continue thereafter for the Initial Term, subject to earlier termination in accordance with these Terms and Conditions. Upon the expiration of the Initial Term, unless stated otherwise in the Agreement, the Agreement will automatically renew for successive terms of equal length with the Initial Term (each a “Renewal Term”) at the Fees set forth in Section 4(b) of these Terms and Conditions, unless either party elects to terminate the Agreement by giving the other party written notice of such election at least sixty (60) days before the expiration of the then-current Term.

(b) Termination. If CUSTOMER commits a material breach of the Agreement, including these Terms and Conditions and/or the BAA, and persists in such failure for a period of thirty (30) days after receiving written notice thereof from Net Health, Net Health may terminate the Agreement upon written notice to CUSTOMER and CUSTOMER shall pay all remaining Fees from the date of termination to the end of the current Term. If Net Health commits a material breach of the Agreement, and persists in such failure for a period of thirty (30) days after receiving written notice thereof from CUSTOMER, CUSTOMER may terminate this Agreement upon written notice.

(a) General. In consideration of the Services provided by Net Health pursuant to the Agreement, CUSTOMER shall pay to Net Health the amounts provided for in the applicable Agreement (the “Fee(s)”) and in accordance with the payment terms set forth in the Agreement.

(b) Renewal & Third-Party Fees. For any Renewal Term, the Fees shall be Net Health’s then-current Fees. In addition, Net Health may increase Fees at any time in an amount equal to any charges imposed by third parties for any third party components used in connection with the Services.

(c) Taxes Not Included. To the extent applicable, the Fees listed in the Agreement do not include taxes, duties, or other fees, and CUSTOMER shall reimburse Net Health for all such taxes appropriately assessed and paid related to any Services provided pursuant to this Agreement, except for those taxes based on Net Health’s net income.

(d) Late Payment. If any of the Fees are not paid to Net Health by CUSTOMER when due, then the Services may not become available to CUSTOMER until such Fees are paid in full. Payments not made when due will be subject to interest charges at a rate equal to the lesser of one and one-half percent (1.50%) per month, or the maximum rate allowable by law and will accrue monthly on all outstanding balances until paid. CUSTOMER shall be responsible for paying all costs of collection, including reasonable attorneys’ fees, and where lawful, collection agency fees. If payment is not received within sixty (60) days of such payment due date, any and all warranties provided pursuant to the terms of this Agreement shall be voided, and Services provided to CUSTOMER pursuant to the terms of the Agreement will be suspended until payment is received. Services shall be reinstated when CUSTOMER’S payment is received in full. Except for termination by CUSTOMER in accordance with this Agreement, all payment obligations under this Agreement are non-cancelable and non-refundable.

5. CUSTOMER Cooperation. CUSTOMER will fully cooperate with Net Health in its performance of the Services and will at all times provide Net Health with at least one reliable point of contact for purposes of overseeing the Services.
6. Following execution of this Agreement and during the Term hereof, Net Health shall be permitted to utilize CUSTOMER’S name and logo in marketing materials, customer lists, and in press releases noting that CUSTOMER is an Net Health customer.
7. Warranty Disclaimer; Limitation Of Liability.

(a) THE WARRANTIES PROVIDED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY NET HEALTH. NET HEALTH MAKES AND CUSTOMER RECEIVES NO OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER COMMUNICATION, REGARDING THE SERVICES AND NET HEALTH SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

(b) In no event shall Net Health be liable to CUSTOMER for any loss of profits; any incidental, special, exemplary, or consequential damages; or any claims or demands brought against CUSTOMER, even if Net Health has been advised of the possibility of such damages. Net Health’s total liability with respect to all causes of action together will not exceed the total amount of Fees paid by CUSTOMER to Net Health under the applicable Agreement in the twelve (12) months before such claim arose.

8. Governing Law and Jurisdiction. The Agreement and these Terms and Conditions shall be governed and construed in all respects in accordance with the laws of the Commonwealth of Pennsylvania without regard to any conflict of laws principles. Any disputes arising out of this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Allegheny County, Pennsylvania, each party hereby consents to the jurisdiction of such courts, and neither party shall bring any action hereunder in any other court.
9. Force Majeure. Net Health shall not be liable for breach of the Agreement caused by circumstances beyond Net Health’s reasonable control.
10. All notices required by this Agreement shall be in writing and shall be delivered by hand, United States Postal Service certified mail, or overnight courier to the other party at such party’s address set forth in the opening paragraph of this Agreement, or to such other address as each party may designate in writing.
11. The Agreement, including these terms and conditions, constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior representations, proposals, discussions, and communications, whether oral or written.
12. Sections 1(b), 4, 7, 8, 9, 10 and this Section 12 shall survive any termination or expiration of the Agreement.

                                                           BUSINESS ASSOCIATE AGREEMENT

This Business Associate Agreement (“BAA”) is entered into by and between Net Health Healthcare Solutions, LLC (“Business Associate”) and CUSTOMER (“Covered Entity”) effective as the effective date of the Agreement between the parties (“Effective Date”). This BAA sets out the responsibilities and obligations of Business Associate as a business associate of Covered Entity under the Health Insurance Portability and Accountability Act (“HIPAA”) and the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”), to the extent applicable to the relationship between Net Health and CUSTOMER.

Whereas, Business Associate and Covered Entity have entered into a certain Agreement (“Agreement”) under which Business Associate has agreed to provide Covered Entity with certain software and/or related services;

Whereas, Business Associate and Covered Entity have mutual obligations under the Agreement that may require Business Associate and Covered Entity to use or disclose Covered Entity’s PHI of Individuals as that term is defined under HIPAA; and

Whereas, This BAA is intended to comply with the rules on handling of PHI under the HIPAA Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. Part 160 and Part 164, Subpart E (“Privacy Rule”), the HIPAA Security Standards, 45 C.F.R. Part 160 and Part 164, Subpart C (“Security Rule”), and the HIPAA Breach Notification Regulations, 45 C.F.R. Part 164, Subpart D (“Breach Notification Rule”), so as to permit the Business Associate and Covered Entity to access, use and exchange PHI in a manner which complies with the provisions of HIPAA and the HITECH Act.

NOW, THEREFORE, in consideration of the foregoing, the agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, Business Associate and Covered Entity agree as follows:

Section 1— Definitions

1.1        Terms Defined in Regulation. Capitalized terms used, but not otherwise defined, in this BAA shall have the same meaning as those terms are defined in the Privacy Rule, the Security Rule, and the Breach Notification Rule promulgated pursuant to the HITECH Act, 45 C.F.R. 164.402.

1.2        Electronic Health Record. “Electronic Health Record” shall have the same meaning as the term “electronic health record” in the HITECH Act, section 13400(5).

1.3        Electronic Protected Health Information. “Electronic Protected Health Information” (sometimes “ePHI”) shall have the same meaning as the term ‘electronic protected health information’ in 45 C.F.R. 160.103 limited to the information received from Covered Entity, or created, maintained or transmitted by Business Associate on behalf of Covered Entity.

1.4        Individual. “Individual” shall have the same meaning as the term “individual” in 45 C.F.R.160.103 and shall include a person who qualifies as a personal representative in accordance with 45 C.F.R. 164.502(g).

1.5        Protected Health Information. “Protected Health Information” (“PHI”) shall have the same meaning as the term “protected health information” in 45 C.F.R. 160.103, limited to the information received from Covered Entity, or created, maintained or transmitted by Business Associate on behalf of Covered Entity.

Section 2 – Obligations & Activities of Business Associate under the Privacy Rule

2.1        Business Associate agrees to comply with all applicable Use and Disclosure provisions of the Privacy Rule as directed under section 13404 of the HITECH Act. To the extent Business Associate is to carry out an obligation of Covered Entity under the Privacy Rule, Business Associate will comply with the requirements of the Privacy Rule that apply to Covered Entity in the performance of such obligation.

2.2        Business Associate agrees that any Use or Disclosure of PHI shall comply with the Privacy Rule, as applicable to Business Associate.

2.3        Business Associate agrees to not Use or Disclose PHI other than as permitted or required by this BAA, the Agreement, or as Required by Law. Business Associate shall only Use or Disclose only the Minimum Necessary amount of PHI necessary to accomplish the purpose of the Use or Disclosure, in accordance with any current or future guidance issued by the Department of Health and Human Services regarding the “minimum necessary” use or disclosure of PHI. Except as otherwise permitted under HIPAA, Covered Entity shall provide to Business Associate only the Minimum Necessary amount of PHI necessary to accomplish the purpose of the request, use or disclosure.

2.4        Business Associate will comply with the applicable requirements of the HIPAA Security Rule.

2.5        Business Associate agrees to report to Covered Entity’s Privacy Official any Use or Disclosure of PHI for purposes other than those permitted by this BAA and/or the Agreement of which it becomes aware.

2.6        Business Associate agrees to ensure that any agent or subcontractor to whom it provides PHI received from, or created or received by Business Associate on behalf of Covered Entity, agrees to substantially the same restrictions and conditions that apply through this BAA to Business Associate with respect to such information.

2.7        To the extent Business Associate maintains PHI in a Designated Record Set that is not duplicative of a Designated Record Set maintained by Covered Entity, Business Associate will make such PHI available to Covered Entity PHI in order for Covered Entity to meet the requirements under 45 C.F.R. 164.524. If an Individual makes a request for access to PHI directly to Business Associate, Business Associate shall notify Covered Entity of such request. Covered Entity will be responsible for making all determinations regarding the grant or denial of an Individual’s request for PHI and Business Associate will make no such determinations. Only Covered Entity will release PHI to an Individual pursuant to such a request.  Business Associate will notify Covered Entity of any request (including subpoenas) that Business Associate receives for access to PHI that is within Business Associate’s custody, and Covered Entity will be responsible for providing an appropriate response.

2.8        To the extent Business Associate maintains PHI in a Designated Record Set that is not duplicative of a Designated Record Set maintained by Covered Entity, Business Associate will provide such PHI to Covered Entity for amendment.  If an Individual makes a request for amendment directly to Business Associate, Business Associate will forward such request in writing to Covered Entity. Covered Entity shall have the sole responsibility to make decisions regarding whether to approve a request for an amendment to PHI.

2.9        Business Associate agrees to make its internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of Covered Entity, available to the Secretary, in a time and manner designated by the Secretary, as applicable, for purposes of determining Covered Entity’s compliance with HIPAA or the HITECH Act.  No attorney-client, accountant-client or other legal privilege will be deemed waived by Business Associate or Covered Entity as a result of compliance with this Section.

2.10      Business Associate agrees to document such disclosures of PHI in its possession 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 PHI in accordance with 45 C.F.R. 164.528. At a minimum the following information regarding the disclosure will be documented: 1) the date of the disclosure; 2) the name of the entity or person who received the PHI, and the address of such entity or person; 3) a brief description of the PHI disclosed; 4) a brief statement regarding the purpose and an explanation of the basis of such disclosure; and 5) the names of the Individuals whose PHI was disclosed.

2.11      Business Associate agrees to provide to Covered Entity, upon written request, information collected in accordance with Section 2.10 of this BAA, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. 164.528.

2.12      To the extent that Covered Entity uses or maintains an Electronic Health Record that discloses any PHI  to a third party, and/or to the extent Business Associate’s licensed software is deemed to be an Electronic Health Record that discloses any PHI  to a third party, Business Associate agrees to cooperate with Covered Entity to ensure that, as of any applicable compliance date, such Electronic Health Record is capable of providing the information required by the then current provisions of the HITECH Act, or any regulations promulgated thereunder, for an accounting of disclosures of PHI through an Electronic Health Record.

Section 3 — Permitted Uses & Disclosures by Business Associate

3.1        General Use and Disclosure Provision. Except as otherwise limited in this BAA, Business Associate may Use or Disclose PHI obtained from or on behalf of Covered Entity to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in this BAA and/or the Agreement, provided that such Use or Disclosure complies with HIPAA and the HITECH Act.

3.2        Specific Use and Disclosure Provision.

(a) Except as otherwise limited in this BAA, Business Associate may use PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate.

(b) Except as otherwise limited in this BAA, Business Associate may Use or Disclose PHI for the proper management and administration of Business Associate, or to carry out the legal responsibilities of Business Associate. Business Associate may Disclose PHI to a third party for such purposes only if: (1) the Disclosure is Required by Law; or (2) Business Associate secures written assurance from the receiving party that the receiving party will: (i) hold the PHI confidentially; (ii) Use or Disclose the PHI only as Required by Law or for the purposes for which it was Disclosed to the recipient; and (iii) notify the Business Associate of any other Use or Disclosure of PHI.

(c) Business Associate may Use or Disclose PHI to perform Data Aggregation as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B).

(d) Business Associate and its subcontractor(s) may also Use and Disclose PHI to create de-identified information consistent with the standard for de-identification of PHI set forth at 45 C.F.R. 164.514. Business Associate and its subcontractor(s) shall be permitted to further Use or Disclose such de-identified information provided that such Use or Disclosure is not prohibited by law. The parties understand that properly de-identified information is not PHI and is not subject to the terms and conditions of this BAA.

Section 4 – Obligations & Activities of Business Associate under the Security Rule and HITECH Act

4.1        Business Associate will implement and maintain appropriate safeguards to prevent any Use or Disclosure of PHI for purposes other than those permitted by this BAA or the Agreement, including administrative, physical and technical safeguards to protect the confidentiality, integrity, and availability of any ePHI, if any, that Business Associate receives from Covered Entity or creates, maintains, or transmits on behalf of Covered Entity.  Business Associate will comply with the applicable requirements of the HIPAA Security Rule.

4.2        Business Associate agrees to ensure that any agent, including subcontractors, to whom it provides ePHI agree in writing to implement reasonable and appropriate safeguards to protect the ePHI.

4.3        Business Associate agrees to report to Covered Entity any Security Incident involving ePHI of which Business Associate becomes aware in which there is a successful unauthorized access, Use, Disclosure, modification, or destruction of ePHI or interference with system operations in an information system in a manner that risks the confidentiality, integrity, or availability of such information.  Notice is hereby deemed provided, and no further notice will be provided, for unsuccessful attempts at such unauthorized access, use, disclosure, modification, or destruction, such as pings and other broadcast attacks on a firewall, denial of service attacks, port scans, unsuccessful login attempts, or interception of encrypted information where the key is not compromised, or any combination of the above.

4.4        Business Associate agrees to notify Covered Entity no later than sixty (60) days following the discovery of a Breach of Unsecured PHI. A Breach is considered “discovered” as of the first day on which the Breach is known to Business Associate or any employee, officer or agent of Business Associate, other than the individual committing the Breach. Such notices shall include the identification of each Individual whose Unsecured PHI has been or is reasonably believed by Business Associate to have been, accessed, acquired, used, or disclosed during such Breach.

4.5        Business Associate agrees to make its policies and procedures, and any documentation required under the Security Rule available to the Secretary, within fifteen (15) days or in a time and manner designated by the Secretary, for purposes of the Secretary determining Business Associate’s and/or Covered Entity’s compliance with the Security Rule.

Section 5 – Obligations & Restrictions of Covered Entity

5.1        Except as Required by Law, Covered Entity shall not include any limitation in the Covered Entity’s notice of privacy practices that limits Business Associate’s use or disclosure of PHI under the Services agreements.

5.2        Covered Entity warrants that it has obtained and will obtain any consents, authorizations and/or other legal permissions required under HIPAA and other applicable law for the disclosure of PHI to Business Associate. Covered Entity shall notify Business Associate in writing of any changes in, or revocations of, permission by an Individual to use or disclose PHI, to the extent that such changes may affect Business Associate’s use or disclosure of PHI.

5.3        Covered Entity shall not agree to any restriction on the use or disclosure of PHI under 45 CFR § 164.522 that restricts Business Associate’s use or disclosure of PHI under the Services agreement unless such restriction is Required by Law.

5.4        Covered Entity shall not request or permit Business Associate to use or disclose PHI in any manner that would not be permissible under HIPAA if done directly by Covered Entity (except for those activities which are permissible for Business Associate to undertake under HIPAA).

Section 6 —Term and Termination

6.1        Term. This BAA shall become effective on the date the Agreement becomes effective, and shall terminate when the Agreement terminates.

6.2        Continuation of Agreement. This BAA supersedes any prior Business Associate Agreement between Covered Entity and Business Associate. This BAA shall continue after any new Agreement is entered into between Covered Entity and Business Associate except to the extent that such other agreement includes business associate agreement provisions or specifically states that it supersedes this BAA.

6.3        Termination for Cause. Upon a party’s knowledge of a material breach by the other party, the non-breaching party shall either:

(a) Provide an opportunity for the other party to cure the breach or end the violation within thirty (30) days of receipt of written notice of such breach or violation, and terminate this BAA if the other party does not cure the breach or end the violation within such thirty (30) day period or begin taking steps to cure the breach or violation and proceed promptly to completion of such cure; or

(b) Immediately terminate this BAA if the other party has breached a material term of this BAA and cure is not possible.

6.4        Effect of Termination.

(a) Except as provided in paragraph (b) of this section, upon termination of this BAA, for any reason, Business Associate shall return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. Business Associate shall retain no copies of the PHI.

(b) In the event that Business Associate determines that returning or destroying the PHI is infeasible, for example, because such information must be retained for compliance with applicable laws, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction infeasible. Upon notification of the conditions that make return or destruction infeasible, Business Associate shall extend the protections of this BAA to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI.

Section 7 — Miscellaneous

7.1        Regulatory References. A reference in this BAA to a section in the Privacy Rule, Security Rule or HITECH Act means the relevant section as in effect or as amended.

7.2        Amendment. The parties agree to take such action as is necessary to amend this BAA from time to time as necessary to comply with the requirements of the Privacy Rule, the Security Rule, HIPAA, the HITECH Act, and any rules and regulations adopted in the future to provide additional guidance with respect to the above.

7.3        Independent Contractors. None of the provisions of this BAA shall create or be construed to create any relationship between the parties other than that of independent entities contracting for the sole purpose of effecting the provisions of this BAA and the Agreement. Neither party, nor any of their respective agents or employees, shall be construed to be the agent, employee or representative of the other party.

7.4        No Agency Relationship. Nothing in this BAA is intended to make either party an agent of the other. Nothing in this BAA is intended to confer upon Covered Entity the right or authority to direct or control Business Associate’s conduct in the course of Business Associate complying with the Agreement or the Agreement.

7.5        Survival. The respective rights and obligations of Business Associate under Section 6.4 of this BAA shall survive the termination of this BAA.

7.6        No Third Party Beneficiaries. This BAA is effective only in regard to the rights and obligations of Covered Entity and Business Associate. Covered Entity and Business Associate do not intend this BAA to create any independent rights in any third party or to make any third-party beneficiary of this BAA.

7.7        Interpretation. Any ambiguity in this BAA shall be resolved to permit Business Associate and Covered Entity to comply with the Privacy Rule, the Security Rule, HIPAA and its rules and regulations as they may become available or effective, and the HITECH Act and its rules and regulations as they may become available or effective.

7.8        Choice of Law. The validity, construction and effect of this BAA will be governed by the laws of the Commonwealth of Pennsylvania without giving effect to that state’s conflict of laws rules.  Any dispute will be resolved in accordance with the dispute resolution terms in the Agreement.

7.9        Relationship to Provisions in Other Agreements. In the event that a provision of this BAA is contrary to a provision of the Agreement or any other agreement or agreements under which Covered Entity discloses PHI to Business Associate, this BAA shall control in regard to the Use and Disclosure of PHI.