Preferred Vendor Agreement Commission

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					PART 3 : PREFERRED ELECTRONIC HEALTH RECORDS VENDOR REGIONAL EXTENSION CENTER
         PARTICIPATION AGREEMENT


The attached Preferred Electronic Health Records Vendor Regional Extension Center Participation
Agreement (the “Preferred EHR Vendor Agreement”), between the Preferred EHR Vendor and MTC,
establishes the criteria and/or activities with which the EHR Vendor must comply and/or from which it
must refrain, to maintain “Preferred” status and remain on the List. Note: You are not immediately
required to sign and return the Preferred EHR Vendor Agreement with your Open Enrollment Package.
If, after applying the evaluation criteria set forth in Part 1 Section 1.3 and subsequent due diligence, MeHI
elects to place your firm on the List, you will be contacted to finalize your selection which will require the
signing of the Preferred EHR Vendor Agreement.


IF YOU HAVE ANY QUESTIONS REGARDING THE PREFERRED EHR VENDOR AGREEMENT, PLEASE
CONTACT JEANNE NAPOLITANO, GRANTS & CONTRACTS ADMINISTRATOR, AT MTC (508-870-0312,
X1221 OR NAPOLITANO@MASSTECH.ORG)
                             Preferred Electronic Health Records Vendor
                          Regional Extension Center Participation Agreement

Whereas, the Massachusetts Technology Park Corporation is a public instrumentality of the
Commonwealth of Massachusetts doing business as the Massachusetts Technology Collaborative
(“MTC”) and having a business address at 75 North Drive, Westborough, Massachusetts;

Whereas, The Massachusetts e-Health Institute (“MeHI”), a non-divisible component of MTC created by
Chapter 305 of the Acts of 2008 (“Chapter 305”), is the Commonwealth entity responsible, in conjunction
with the Health Information Technology Council also established pursuant to Chapter 305, for
coordinating and facilitating the dissemination of electronic health records (“EHR”) systems throughout
the Commonwealth in all Provider (as defined in Section 1) settings, networked through an interoperable
state-wide health information exchange (“Statewide HIE”);

Whereas, MTC, on behalf of MeHI, has been designated by the Governor of the Commonwealth to serve
as the single Regional Extension Center (“REC”) for the Commonwealth, as that term is defined in the
Health Information Technology for Economic and Clinical Health Act (“HITECH Act”) provisions of the
American Recovery and Reinvestment Act of 2009 (“ARRA”), whose purpose is to furnish assistance,
both educational and technical, to Providers to implement and achieve Meaningful Use (as defined in
Section 1) of certified EHR technology in accordance with the objectives of the HITECH Act;

Whereas, MTC, on behalf of MeHI, applied to and received from the United States Department of Health
and Human Services‟ Office of the National Coordinator for Health Information Technology an award of
funding (Award No. 90RC0016/01; CDFA No. 93.718) under the ARRA to support MTC‟s responsibilities
with respect to MeHI serving as the single REC for the Commonwealth (the “Grant Award”);

Whereas, MTC has developed a process (the “EHR Listing Process”) for evaluating certain organizations
and EHR systems against the certain threshold criteria to develop a list of vendors of EHR systems that
are, based on information provided by an EHR Vendor and subsequent due diligence by MeHI in its
capacity as the REC, deemed “preferred” by MeHI and the REC;

Whereas,                                              ,                                      , with a
principal place of business at                                        (the “EHR Vendor”) is an
organization that has been evaluated and deemed “preferred” by MTC pursuant to the EHR Listing
Process (as more fully defined in Section 1); and

Whereas, a condition for being included and remaining on the “Preferred Vendors List” is that EHR
Vendor must execute, and abide by the terms of this Preferred Electronic Health Records Vendor
Regional Extension Center Participation Agreement (the “Preferred EHR Vendor Agreement,” as more
fully defined in Section 1) with an effective date of August 9, 2010, (the “Effective Date”), which sets forth
the specific terms and conditions by which the Preferred EHR Vendor will be entitled to retain its preferred
status and structure its contractual relationships with REC-Affiliated Providers (as defined in Section 1).

Now, therefore, in recognition of the foregoing, Preferred EHR Vendor agrees on the specific parameters
for its participation with the REC as follows:

1. Definitions

    “ARRA” means the American Recovery and Reinvestment Act of 2009.

    “Basic Services” means the types and categories of services, as more fully set forth in Attachment C,
    being offered by Certified IOO and Preferred EHR Vendor to REC-Affiliated Providers to install and/or
    implement and optimize a federally-certified EHR System to Meaningful Use.

    “Certified IOO” means an implementation optimization organization that has established, through its
    response to a request for qualifications issued by MTC on behalf of MeHI or submission of a
    Certification Package, and MTC‟s evaluation thereof, that it is qualified and capable of carrying out
    the deployment of a large number of EHR systems, that otherwise meets all of the qualification and
    certification requirements set forth in the request for qualifications or the Certification Process, and
that is a party to a Certified Implementation Optimization Organization Regional Extension Center
Participation and Direct Support Assistance Payment Agreement.

“Certification Process” means the process by which an IOO that is already working with Providers to
implement an EHR System and optimize said EHR System to Meaningful Use but has not become a
Certified IOO through MTC‟s initial Request for Qualifications dated March 3, 2010, may become
certified.

"Commonwealth" means the Commonwealth of Massachusetts, and its political subdivisions or
agents where the context so requires.

“DHHS” means the United States Department of Health and Human Services.

“EHR Listing Process” means the process by which an EHR Vendor that is already working with
Providers to implement an EHR System but is not on the REC‟s list of Preferred EHR Vendor‟s
created through MTC‟s initial Request for Qualifications dated May 10, 2010, may be added to the
List.

“EHR system” means the software and hardware used by a Provider to maintain individual electronic
health records pertaining to the Provider‟s patients that is to be interconnected to the Statewide HIE.

“EHR solution” means the EHR system and associated maintenance and services necessary to
ensure continually efficient operation of the EHR system.

“EHR Solution Agreement” means the agreement entered into between the Preferred EHR Vendor
and the REC-Affiliated Provider for Preferred EHR Vendor‟s EHR solution (which may include
hardware, software, maintenance and services or any combination thereof) necessary for REC-
Affiliated Provider comply with Federal and state requirements. Where the REC-Affiliated Provider is
employed by a health care entity or by a group practice, the EHR Solution Agreement may be entered
into by the entity or group practice on behalf of each of the REC-Affiliated Providers that it employs,
and such EHR Solution Agreement shall be deemed to be an EHR Solution Agreement with each
such REC-Affiliated Provider, as the case may be.

“General Counsel" means MTC's General Counsel, or, in the event that no Person holds such title at
the time in question, such other legal counsel to MTC as MTC's Executive Director may designate.

"Governmental Authority" means any national or federal government, any state or other political
subdivision thereof, and any other Person exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.

“List” means the REC‟s list of Preferred EHR Vendors and EHR solutions developed as a result of
MeHI‟s evaluation of the information received against certain threshold criteria set forth in a request
for qualifications issued by MTC on behalf of MEHI and the EHR Listing Process and subsequent due
diligence performed by MeHI in its capacity as the REC.

“Meaningful Use” means “meaningful use” as defined from time to time through a formal rulemaking
process by the Secretary of the DHHS.

“MeHI” means the Massachusetts e-Health Institute, a non-divisible component of MTC created by
Chapter 305 of the Acts of 2008.

“MTC” means the Massachusetts Technology Park Corporation d/b/a Massachusetts Technology
Collaborative and any of its subsidiaries, subdivisions or affiliates, and the successors or assigns
thereof.

“ONC” means the Office of the National Coordinator of Health Information Technology within DHHS,
and any successor agency.

“Preferred EHR Vendor” means an organization that has been deemed “preferred” by MeHI and the
REC because it has established, through information provided and subsequent due diligence by


                                               Page 3
   MeHI in its capacity as the REC, that (i) it is capable of providing a large number of EHR solutions at
   distributed Provider sites in Massachusetts; (ii) its EHR solution: (v) is standards-based, supportable
   and functionally-rich; (w) supports the Commonwealth‟s Health Information Technology Strategic
   Plan; (x) is interoperable with the Statewide Health Information Exchange (“HIE”) Network, enabling
   health information electronically recorded and stored by healthcare providers to be securely
   exchanged between practitioners, patients, hospitals and ancillary service providers when necessary
   and consented to by the patient; (y) meets or exceeds the certification guidelines defined by the ONC,
   including providing reports that will meet the requirements of Meaningful Use as defined and updated
   from time to time by the Centers for Medicare and Medicaid Services and ONC; and (z) can be
   implemented in a timely and cost effective manner; and (iii) that is a Party to this Preferred EHR
   Vendor Agreement. For purposes of this Preferred EHR Vendor Agreement, the Preferred EHR
   Vendor is                                               .

   “Preferred EHR Vendor Agreement” means this Preferred Electronic Health Records Vendor
   Regional Extension Center Participation Agreement, including all referenced attachments hereto, as
   the same may be amended from time to time in accordance with the terms of this Preferred EHR
   Agreement.

   “Provider” means a primary care physician or other health care professional with prescriptive
   privileges.

   “Provider Enrollment Package” means the enrollment form signed and submitted by the Provider to
   the REC in order to qualify as REC-Affiliated. The signing of the enrollment form indicates such
   Provider‟s agreement to the terms and conditions set out in the Provider Enrollment Package and
   allows the Provider access to the services made available by the REC from time to time. A Provider
   who has signed and submitted a Provider Enrollment Package to the REC referred to herein as a
   “REC-Affiliated Provider”

   "Public Records Act" means the Massachusetts Public Records Act, M.G.L. Chapter 66, and any
   successor thereto.

   "Person" means any individual, partnership, corporation, limited liability company, joint venture, trust,
   unincorporated organization, Governmental Authority or any other entity.

   “REC” means MeHI as the single Regional Extension Center for the Commonwealth.

   “Statewide HIE” means the Commonwealth‟s single health information exchange to which the EHR
   systems will be linked in order to facilitate the sharing of health information electronically recorded
   and stored by healthcare providers to be securely exchanged between practitioners, patients,
   hospitals and ancillary service providers when necessary and consented to by the patient.

2. Maintaining Preferred Status/Prohibited Behaviors.

   In order for EHR Vendor to remain on the List said EHR Vendor must comply with the following.
   Failure to maintain preferred status shall constitute a material breach of this Preferred EHR Vendor
   Agreement and shall, unless waived, consented to in writing in advance by MTC in the sole exercise
   of its discretion, or cured by the Preferred EHR Vendor within the applicable cure period set forth in
   Section 5(c), give rise to termination of this Preferred EHR Vendor Agreement by MTC in accordance
   with Section 5.

   a) Continuously maintain or exceed (a) the threshold criteria set forth in the EHR Listing Process as
      determined by MTC, and (b) any other ongoing requirements developed and deemed appropriate
      by MTC and communicated in writing to Preferred EHR Vendor.

   b) Abide by the terms of this Preferred EHR Vendor Agreement, including providing the Basic
      Services set forth in Attachment C. The description of Basic Services set forth in Attachment C
      describes the roles and responsibilities for Preferred EHR Vendors, Certified IOOs and Providers.
      For the avoidance of doubt, only those provisions in Attachment C that fall under the category of
      EHR Vendor are applicable to Preferred EHR Vendor for purposes of this Preferred EHR Vendor



                                                   Page 4
        Agreement, and the additional provisions describing the roles of Certified IOOs and Providers are
        provided for contextual purposes only.

   c) Abide by a strict code of conduct whereby it (i) agrees to use its best efforts to keep its
      commitments to Providers, regardless of REC affiliation, and to MTC under this Preferred EHR
      Vendor Agreement, (ii) keep current with any changes in the definition of Meaningful Use issued
      by the ONC, the CMS or any of their successor organizations, (iii) maintain the privacy and
      security of information provided by Providers, regardless of REC affiliation, with whom Preferred
      EHR Vendor has entered into EHR Solution Agreements, including patient health records, and
      (iv) generally conduct itself in a professional, business-like manner.

   d) Annually provide to MTC the Officer‟s Certificate on Representations, Warranties and Covenants
      set forth in Attachment B hereto within fourteen (14) days of each anniversary of the Effective
      Date.

   e) Work cooperatively with MTC with regard to the REC‟s oversight and support of all projects that
      Preferred EHR Vendor undertakes pursuant to an EHR Solution Agreement with a REC-Affiliated
      Provider.

   f)   Maintain federally-certified status in accordance with Section 3001(c)(5) of the Public Health
        Service Act as added by ARRA, including updating and/or upgrading its EHR system to comply
        with all EHR certification guidelines as promulgated by the ONC and/or CMS from time to time,
        and maintain Physician Quality Reporting Initiative (PQRI) capabilities. Preferred EHR Vendor
        will not charge REC-Affiliated Providers for any such required updates and/or upgrades to its
        EHR system provided that such updates and/or upgrades are required on or before
        December 31, 2015.

   g) Upgrade its EHR system as necessary to ensure that it (i) is standards-based, supportable and
      functionally-rich; (ii) supports the Commonwealth of Massachusetts‟ Health Information
      Technology Strategic Plan; (iii) is interoperable with the Statewide HIE; (iv) meets or exceeds the
      certification guidelines defined by the ONC, including providing reports that will meet the
      requirements of Meaningful Use as defined and updated from time to time by the CMS and ONC;
      and (v) can be implemented in a timely and cost effective manner.

   h) Offer at all times and to all REC-Affiliated Providers a pricing package for its EHR solution that is
      at least as favorable as the most favorable pricing package that Preferred EHR Vendor offers to
      providers who are not REC-Affiliated Providers (“Most Favored Pricing”). Failure to provide Most
      Favored Pricing to all REC-Affiliated Providers shall result in revocation of EHR Vendor‟s
      “preferred” status and removal from the List. Preferred EHR Vendors pricing structure is
      appended hereto as Attachment D.

   i) Not unilaterally terminate an EHR Solution Agreement without cause and without prior written
      notification and approval from MTC.
   j) Not commit any acts or omissions that would cause a Provider, regardless of REC affiliation, to
      legitimately terminate the EHR Solution Agreement for cause, provided such Provider can provide
      sufficient evidence, satisfactory to the REC, of legitimate and supportable causation on the part of
      the Preferred EHR Vendor as grounds for termination of the EHR Solution Agreement.
   k) Not give priority to Providers who are not REC-Affiliated Providers over fulfilling its obligations
      under an EHR Solution Agreement with REC-Affiliated Providers.
   l)   Upon receiving notice of delisting from MeHI, Preferred EHR Vendor may appeal the decision by
        presenting information to MeHI under the right to cure language and process set forth in
        Section 5(c).
3. Warranties and Certifications. As of the date of this Preferred EHR Vendor Agreement, Preferred
   EHR Vendor hereby represents, warrants and certifies as follows:

   a) Preferred EHR Vendor is duly authorized to enter into this Preferred EHR Vendor Agreement,
      and the execution, delivery and performance of this Preferred EHR Vendor Agreement will not
      conflict with any other agreement or instrument to which it is a party or by which it is bound and


                                                  Page 5
        will not violate any law, regulation, order or other legal requirement by which Preferred EHR
        Vendor or any of its assets is bound.

   b) Preferred EHR Vendor and all project personnel of Preferred EHR Vendor are fully capable and
      qualified to perform for REC-Affiliated Providers pursuant to an EHR Solution Agreement
      between Preferred EHR Vendor and a REC-Affiliated Provider and meet its other obligations
      under this Preferred EHR Vendor Agreement, and have obtained all necessary authorizations,
      including but not limited to requisite licenses and permits, to perform such services and meet
      such obligations.

   c) Preferred EHR Vendor and its employees are not providing any services to MTC under this
      Preferred EHR Vendor Agreement and are not employees, partners or joint-venturers of MTC.
      Preferred EHR Vendor has filed and will continue to file all necessary state and federal tax
      returns and reports, and has paid and will continue to pay all taxes and has complied and will
      continue to comply with all laws of the Commonwealth and any other Governmental Authority
      relating to contributions and payment in lieu of contributions to the Employment Security System,
      and with all laws of the Commonwealth relating to Worker's Compensation, M.G.L. c.152.

   d) Preferred EHR Vendor has answered each of the items set forth on Attachment B, has provided
      all supplemental responses required, has executed the Officer‟s Certification set forth therein and
      agrees to provide this information and Officer‟s Certification on an annual basis on or before each
      anniversary of the Effective Date during the Term of this Preferred EHR Vendor Agreement.

4. Preferred EHR Vendor / Provider Contract Requirements. The Preferred EHR Vendor will
   prepare a base template of the EHR Solution Agreement it intends to use with REC-Affiliated
   Providers. Preferred EHR Vendor must use the same base template with each REC-Affiliated
   Provider. The base template of the EHR Solution Agreement is required to contain, at a minimum,
   the following provisions. MTC reserves the right to review the base template and/or individual EHR
   Solution Agreements to ensure compliance with this Section 4.

   a) License, Purchase and Maintenance. The EHR Solution Agreement must include terms for
      licensing, purchase or use, and maintenance of software and hardware, as applicable. Fees for
      license and maintenance shall include associated product documentation, necessary upgrades,
      warranties, service levels, help desk, problem resolution procedures, etc.

   b) Acceptance. The EHR Solution Agreement must include terms for acceptance of the software
      and any deliverables.

   c) Basic Services. The EHR Solution Agreement must include the Basic Services, as more fully
      described in Attachment C, to be provided to a REC-Affiliated Provider by the Preferred EHR
      Vendor. The description of Basic Services set forth in Attachment C describes the roles and
      responsibilities for Certified IOOs, Preferred EHR Vendors and Providers respectively. For the
      avoidance of doubt, only those provisions in Attachment C that fall under the category of “EHR
      Vendor” are applicable to Preferred EHR Vendor for purposes of this Preferred EHR Vendor
      Agreement, and the additional provisions describing the roles of Certified IOOs and Providers are
      provided for contextual purposes only.

   d) Confidentiality. The EHR Solution Agreement must include terms in compliance with all
      applicable Federal, state and local laws, rules and regulations regarding confidentiality and
      protection of personal information, including but not limited to M.G.L. ch 66A and the Health
      Insurance Portability and Accountability Act (“HIPAA”).

   e) Indemnification. The EHR Solution Agreement must include terms for indemnification of REC-
      Affiliated Provider, including, but not limited to, for infringement of third-party intellectual property
      rights.

   f)   Limitation of Liability. The Preferred EHR Vendor may not limit its liability to less than the greater
        of the amount of fees paid under the EHR Solution Agreement or the amount recovered under
        any applicable insurance coverage.



                                                    Page 6
g) Work Status. The Preferred EHR Vendor must represent and warrant that all personnel that it
   engages to provide maintenance and services pursuant to an EHR Solution Agreement are
   eligible to work in the United States at the time of execution of the EHR Solution Agreement and
   that Preferred EHR Vendor has a continuing obligation to ensure such status for such personnel
   for the duration of the applicable EHR Solution Agreement.

h) Insurance. At no additional cost to REC-Affiliated Provider and MTC and as part of the work
   performed under an EHR Solution Agreement (the “Work”), while the Work is being performed
   and for at least one year thereafter Preferred EHR Vendor shall purchase from and maintain in
   companies lawfully authorized to do business in the Commonwealth and having a rating no lower
   than A-(Excellent) from A.M. Best‟s Key Rating Guide (latest edition in effect at the date of the
   EHR Solution Agreement and at the time of renewal of any policies required by the EHR Solution
   Agreement), the following insurance:
      i.    Commercial general liability insurance (form CG 00 01 or equivalent) in a limit of not less
            than $1,000,000 per occurrence, $1,000,000 per occurrence for personal injury, $2,000,000
            general aggregate and $2,000,000 products and completed operations aggregate written
            for a period of three years beyond final payment.
     ii.    Professional Liability Insurance in a limit of not less than $1,000,000.
     iii.   Commercial automobile liability.
     iv.    Workers‟ Compensation coverage as required by Chapter 152 of the Massachusetts
            General Laws.
     Preferred EHR Vendor agrees that the insurance required shall be primary and non-contributing
     with respect to any insurance carried by REC-Affiliated Provider and that Preferred EHR Vendor‟s
     insurance policy shall not (i) exclude subcontractors from coverage or (ii) have any restrictions on
     coverage resulting from subcontractors failing to maintain certain levels of insurance. The
     insurance set forth in sub-paragraphs a-c shall name REC-Affiliated Provider and MTC as
     additional insureds and shall be written on an occurrence basis.
     Upon request, certificates of insurance that include the insurance coverage required shall be
     delivered to the REC-Affiliated Provider and MTC promptly. Such certificates and the insurance
     policies required shall contain a provision that coverage afforded under the policies will not be
     canceled, modified or allowed to expire until at least thirty (30) days‟ prior written notice has been
     given to REC-Affiliated Provider and MTC. In the event that any insurance policy providing
     coverage is cancelled for non-payment of premiums, Preferred EHR Vendor shall provide MTC
     and REC-Affiliated Provider with ten (10) days prior written notice of such cancellation. In the
     event that any insurance policy providing coverage required will expire Preferred EHR Vendor
     shall, not less than fifteen (15) days prior to the policy‟s expiration date, deliver to REC-Affiliated
     Provider and MTC certificates of insurance evidencing renewal of such required coverage.
     Preferred EHR Vendor shall give prompt written notice to REC-Affiliated Provider and MTC upon
     becoming aware of any and all losses, damages, or injuries to any person, which may in any way
     be related to the Work or which might reasonably give rise to a claim against Preferred EHR
     Vendor, REC-Affiliated Provider or MTC; and Preferred EHR Vendor shall not settle or provide
     payment for any claim or loss, injury or damage or other matter as to which REC-Affiliated
     Provider and/or MTC may be charged with an obligation to make any payment or reimbursement
     without the prior written approval of REC-Affiliated Provider and/or MTC. The carrying of required
     insurance shall not be interpreted as relieving the Preferred EHR Vendor of any responsibility to
     REC-Affiliated Provider. Preferred EHR Vendor acknowledges that the failure to provide any
     required insurance shall constitute a material breach of both the EHR Solution Agreement and
     the Preferred EHR Vendor Agreement.
i)   Scope of Work. The EHR Solution Agreement shall contain a detailed scope of work and timeline
     for achievement of Meaningful Use.
j)   Compliance with Laws. The EHR Solution Agreement shall contain a provision that the parties
     will comply with all applicable state and Federal regulations, including but not limited to the
     HIPAA.



                                                  Page 7
5. Term and Termination

   a) This Preferred EHR Vendor Agreement shall become effective as of the Effective Date and shall
      remain in effect until January 31, 2013, unless sooner terminated pursuant to this Section 5 (the
      ”Term”).

   b) This Preferred EHR Vendor Agreement shall terminate automatically, without further action, in the
      event of a bankruptcy, receivership or insolvency filing by or against the Preferred EHR Vendor or
      the commission by Preferred EHR Vendor of any action constituting fraud in its dealings with the
      REC-Affiliated Providers, MTC or the Commonwealth.

   c) This Preferred EHR Vendor Agreement shall terminate immediately upon Preferred EHR
      Vendor‟s receipt of written notice of termination from MTC in the event of Preferred EHR Vendor‟s
      material breach or its failure to abide by any material provision of this Preferred EHR Vendor
      Agreement, including, in the case of Preferred EHR Vendor, its failure to maintain its preferred
      status as required by Section 2. The notice shall identify the relevant Section(s) of this Preferred
      EHR Vendor Agreement breached and the nature of such breach. If Preferred EHR Vendor
      cures the breach referenced in the notice to the reasonable satisfaction of MTC within fourteen
      calendar (14) days (or such greater or lesser number of days as is specified in said notice) of
      receipt of such notice, this Preferred EHR Vendor Agreement shall automatically be reinstated
      and shall be in full force and effect as if the notice had not been issued; if not, this Preferred EHR
      Vendor Agreement shall thereupon automatically terminate without further action by either party
      on such date.

   d) Sections 3, 6(a), 6(b), and 6(g) of this Preferred EHR Vendor Agreement shall survive its
      termination.

6. General Requirements

   a) Public Records Law.

        i.    As a public entity, MTC is subject to the Massachusetts Public Records Law (set forth at
              Massachusetts General Laws Chapter 66) and thus documents and other materials made
              or received by MTC and/or its employees are subject to public disclosure. All information
              received by MTC shall be deemed to be subject to public disclosure, except as otherwise
              provided in the procedures set forth in Attachment A hereto. By signing this Preferred EHR
              Vendor Agreement, Preferred EHR Vendor acknowledges, understands and agrees that the
              procedures set forth in Attachment A are applicable to any documents submitted by
              Preferred EHR Vendor to MTC, including but not limited to any acknowledgements set forth
              therein, and that Preferred EHR Vendor shall be bound by these procedures.

        ii.   In order to facilitate learning, and to educate and inform REC-Affiliated Providers, MTC, as
              the REC, reserves the right to share on an ongoing basis among REC-Affiliated Providers,
              the experiences of each REC-Affiliated Provider with each Preferred EHR Vendor, including
              any issues that have arisen or may arise.

   b) Indemnification.
        i.    To the fullest extent permitted by law, Preferred EHR Vendor shall indemnify and hold
              harmless the Commonwealth, MTC, and each of their respective agents, officers, directors
              and employees (together with the Commonwealth and MTC, the "Covered Persons") from
              and against any and all liability, loss, claims, damages, fines, penalties, costs and expenses
              (including reasonable attorney's fees), judgments and awards (collectively, "Damages")
              sustained, incurred or suffered by or imposed upon any Covered Person resulting from
              (i) any breach of this Preferred EHR Vendor Agreement or false representation of Preferred
              EHR Vendor under this Preferred EHR Vendor Agreement, or (ii) any negligent acts or
              omissions or reckless misconduct of Preferred EHR Vendor. Without limiting the foregoing,
              Preferred EHR Vendor shall indemnify and hold harmless each Covered Person against
              any and all Damages that may arise out of or are imposed because of the failure to comply
              with the provisions of applicable law by Preferred EHR Vendor or any of its agents, officers,


                                                   Page 8
            directors, employees or subcontractors. The foregoing notwithstanding, Preferred EHR
            Vendor shall not be liable for (i) any Damages sustained, incurred or suffered by or imposed
            upon any Covered Person resulting from any negligent acts or omissions or reckless
            misconduct of MTC, and (ii) except for liability for death or personal injury caused by the
            negligence or willful misconduct of Preferred EHR Vendor or for claims of infringement of a
            third party‟s intellectual property by Preferred EHR Vendor, the aggregate liability of
            Preferred EHR Vendor under this Agreement shall not exceed the amount recovered under
            any applicable insurance coverage.
     ii.    In no event shall either party be liable for any indirect, incidental, special or consequential
            damages whatsoever (including but not limited to lost profits or interruption of business)
            arising out of or related to this Preferred EHR Vendor Agreement.
     iii.   In the event of a claim covered by this Section 6(b), MTC will promptly give written notice to
            Preferred EHR Vendor of the claim, authorize Preferred EHR Vendor to defend and settle
            such claim and cooperate fully with Preferred EHR Vendor in the defense and settlement of
            such claim (at Preferred EHR Vendor‟s expense). If Preferred EHR Vendor settles any
            such claim, Preferred EHR Vendor shall ensure, through provision of releases or adequate
            security, that the Covered Persons shall have no liabilities in respect to such claim. Should
            MTC settle any claim without the prior written consent of Preferred EHR Vendor, then
            Preferred EHR Vendor will have no obligation hereunder to indemnify MTC for such claim.
c) Insurance. Preferred EHR Vendor shall obtain and maintain in effect through the term of this
   Preferred EHR Vendor Agreement appropriate insurance coverage for its activities under this
   Preferred EHR Vendor Agreement that are at least as comprehensive in scope and coverage
   levels as the requirements set forth in Section 4(h) of this Preferred EHR Vendor Agreement.
d) Publicity. Preferred EHR Vendor shall collaborate with MTC on any press releases, events,
   signage and planning of any news conference concerning the subject matter of this Preferred
   EHR Vendor Agreement and will notify MTC of the use of MTC‟s or the REC‟s logo on any
   promotional material in advance of such use. In any media produced by Preferred EHR Vendor,
   Preferred EHR Vendor will not represent that positions taken or advanced by it represent the
   opinion or position of MTC. Additionally, Preferred EHR Vendor will cooperate and participate in
   vendor fairs as part of the REC‟s educational summits and meetings.
e) Assignment and Subcontracting
      i.    Preferred EHR Vendor shall not assign or in any way transfer any interest in this Preferred
            EHR Vendor Agreement without the prior written consent of MTC, including subcontracting
            any services except as otherwise included in information provided by Preferred EHR
            Vendor as part of the EHR Listing Process.
     ii.    Preferred EHR Vendor will procure services from subcontractors using commercially
            responsible procurement mechanisms, and to the greatest extent practicable, using
            competitive procurement procedures. Furthermore, Preferred EHR Vendor is required to
            notify MTC in the event that it intends to or has entered into an agreement for goods or
            services with a related entity. For purposes of this Preferred EHR Vendor Agreement, a
            related entity is an entity that can control or significantly influence the management or
            operating policies of another entity to the extent one of the entities may be prevented from
            pursuing its own interests.

f)   Choice of Law. This Preferred EHR Vendor Agreement shall be construed under, and governed
     by, the laws of the Commonwealth of Massachusetts, without giving effect to its conflict of laws
     principles. Preferred EHR Vendor agrees to bring any Federal or State legal proceedings arising
     under this Preferred EHR Vendor Agreement in which the Commonwealth or MTC is a party in a
     court of competent jurisdiction within the Commonwealth of Massachusetts. This Section shall not
     be construed to limit any other legal rights of the parties.
g) Compliance with Laws. The Preferred EHR Vendor will comply with all applicable state and
   Federal regulations, including but not limited to the Health Insurance Portability and
   Accountability Act (HIPAA).



                                                  Page 9
    h) Force Majeure. Neither party shall be liable to the other, or be deemed to be in breach of this
       Preferred EHR Vendor Agreement for any failure or delay in rendering performance arising out of
       causes beyond its reasonable control and without its fault or negligence. Such causes may
       include, but are not limited to, acts of God or of a public enemy, fires, floods, epidemics,
       quarantine restrictions, strikes, freight embargoes, or unusually severe weather. Dates or times
       of performance including the Term of this Preferred EHR Vendor Agreement may be extended to
       account for delays excused by this Section, provided that the party whose performance is
       affected notifies the other promptly of the existence and nature of such delay.
    i)   Waivers. Conditions, covenants, duties and obligations contained in this Preferred EHR Vendor
         Agreement may be waived only by written agreement between the parties. Forbearance or
         indulgence in any form or manner by a party shall not be construed as a waiver, nor in any way
         limit the remedies available to that party.
7. Notice. All communications to MTC and Preferred EHR Vendor regarding legal issues shall be
   mailed or delivered to the following addresses, or sent by facsimile to the following numbers. Any
   notice shall be deemed delivered and received when submitted in writing in person or when delivered
   by any other appropriate method evidencing actual receipt.
    To MTC:     Massachusetts Technology Collaborative
                75 North Drive
                Westborough, MA 01581
                508/870-0312 (phone)
                508/898-2275 (fax)
                Attn: Matthew L. Schemmel, Associate General Counsel

    To Preferred EHR Vendor:




    Either party may change their notice recipient identified in this Section 7 but notifying the other party
    of such change in accordance with this Section 7.

8. Severability: Each provision of this Preferred EHR Vendor Agreement shall be treated as a separate
   and independent clause and any decision from a court of competent jurisdiction to the effect that any
   clause or provision of this Preferred EHR Vendor Agreement is null or unenforceable shall in no way
   impair the validity, power or enforceability of any other clause or provision of this Preferred EHR
   Vendor Agreement.

9. Headings: The headings and captions of the various subdivisions of this Preferred EHR Vendor
   Agreement are for convenience of reference only and will in no way modify or affect the meaning or
   construction of any of the terms or provisions hereof.

10. Binding Effect; Benefit; Entire Preferred EHR Vendor Agreement and Attachments: This
    Preferred EHR Vendor Agreement shall be binding on the parties hereto and their respective
    successors and permitted assigns and shall inure to the benefit of the parties and their respective
    successors and permitted assigns. Except as provided in the immediately preceding sentence,
    nothing in this Preferred EHR Vendor Agreement shall be construed to create any rights or
    obligations except between the parties hereto, and no person shall be regarded as a third party
    beneficiary of this Preferred EHR Vendor Agreement. This Preferred EHR Vendor Agreement
    embodies the entire understanding and agreement between the parties hereto with respect to the
    subject matter of this Preferred EHR Vendor Agreement and supersedes all prior oral or written
    agreements and understandings relating to such subject matter. No statement, representation,
    warranty, covenant or agreement of any kind not set forth in this Preferred EHR Vendor Agreement
    will affect, or be used to interpret, change or restrict, the express terms and provisions of this
    Preferred EHR Vendor Agreement. Furthermore, neither Preferred EHR Vendor‟s nor any of its


                                                   Page 10
      subcontractor‟s provision of services under this Preferred EHR Vendor Agreement implies,
      establishes or otherwise creates any rights or expectations of additional contracts with MTC, whether
      related or unrelated to the subject matter of this Preferred EHR Vendor Agreement. The following
      (together with all exhibits, schedules and attachments thereto) are hereby incorporated into this
      Preferred EHR Vendor Agreement by reference:

          a)      Attachment A-1 – MTC‟s Policy and Procedures Regarding Submission of Sensitive
                  Information

          b)      Attachment A-2 – MTC Policy and Procedures for Holding Parties in Possession of
                  Sensitive Information

          c)      Attachment B – Officer‟s Certification on Representations, Warranties and Covenants

          d)      Attachment C – Basic Services

          e)      Attachment D – Pricing Structure

       IN WITNESS WHEREOF, Preferred EHR Vendor has caused this Preferred EHR Vendor
Agreement to be executed as a document under seal as of the Effective Date set forth in the first
paragraph hereof.




By:
Name:
Title:
Date:




                                                     Page 11
                                            ATTACHMENT A-1

                         THE M ASSACHUSETTS TECHNOLOGY COLLABORATIVE
             POLICY AND PROCEDURES REGARDING SUBMISSION OF “SENSITIVE INFORMATION”

The Massachusetts Technology Collaborative, and its divisions -- the John Adams Innovation Institute,
the Massachusetts Broadband Institute and the Massachusetts e-Health Institute (collectively referred to
herein as “MTC”) are subject to the requirements concerning disclosure of public records under the
Massachusetts Public Records Act, M.G.L. c. 66 (the “Public Records Act”), which governs the retention,
disposition and archiving of public records. For purposes of the Public Records Act, “public records”
include all books, papers, maps, photographs, recorded tapes, financial statements, statistical
tabulations, or other documentary materials or data, regardless of physical form or characteristics, made
or received by MTC. As a result, any information submitted to MTC by a grant applicant, recipient
grantee, respondent to a request for response (including, but not limited to an RFQ, RFP and RFI),
contractor, or any other party (collectively the “Submitting Party”) is subject to public disclosure as set
forth in the Public Records Act.

The foregoing notwithstanding, "public records" do not include certain materials or data which fall within
one of the specifically enumerated exemptions set forth in the Public Records Act or in other statutes,
including MTC's enabling act, M.G.L. Chapter 40J. One such exemption that may be applicable to
documents submitted by a Submitting Party is for any documentary materials or data made or received by
MTC that consists of trade secrets or commercial or financial information regarding the operation of any
business conducted by the Submitting Party, or regarding the competitive position of such Submitting
Party in a particular field of endeavor (the "Trade Secrets Exemption").

IT IS MTC‟S EXPECTATION AND BELIEF THAT THE OVERWHELMING PERCENTAGE OF DOCUMENTS IT RECEIVES
FROM A SUBMITTING PARTY DOES NOT CONTAIN ANY INFORMATION THAT WOULD WARRANT AN ASSERTION BY
MTC OF AN EXEMPTION FROM THE PUBLIC RECORDS ACT. SUBMITTING PARTIES SHOULD THEREFORE TAKE
CARE IN DETERMINING WHICH DOCUMENTS THEY SUBMIT TO MTC, AND SHOULD ASSUME THAT ALL DOCUMENTS
SUBMITTED TO MTC ARE SUBJECT TO PUBLIC DISCLOSURE WITHOUT ANY PRIOR NOTICE TO THE SUBMITTING
PARTY AND WITHOUT RESORT TO ANY FORMAL PUBLIC RECORDS REQUEST.

In the event that a Submitting Party wishes to submit certain documents to MTC and believes such a
document or documents may be proprietary in nature and may fall within the parameters of the Trade
Secrets Exemption and/or some other applicable exemption, the following procedures shall apply:

    1. At the time of the Submitting Party‟s initial submission of documents to MTC, the Submitting Party
       must provide a cover letter, addressed to MTC‟s General Counsel, indicating that it is submitting
       documents which it believes are exempt from public disclosure, including a description of the
       specific exemption(s) that the Submitting Party contends is/are applicable to the submitted
       materials, a precise description of the type and magnitude of harm that would result in the event
       of the documents‟ disclosure, and a specific start date and end date within which the claimed
       exemption applies. If different exemptions, harms and/or dates apply to different documents, it is
       the Submitting Party‟s responsibility and obligation to provide detailed explanations for each such
       document.

    2. At the time of the Submitting Party‟s initial submission of documents to MTC, the Submitting Party
       must also clearly and unambiguously identify each and every such document that it contends is
       subject to an exemption from public disclosure as “Sensitive Information.” It is the Submitting
       Party‟s responsibility and obligation to ensure that all such documents are sufficiently identified as
       “Sensitive Information,” and Submitting Party‟s designation must be placed in a prominent
       location on the face of each and every document that it contends is exempt from disclosure under
       the Public Records Act.

INFORMATION SUBMITTED TO MTC IN ANY FORM OTHER THAN A HARD COPY DOCUMENT WILL NOT BE SUBJECT TO
THE PROCEDURES SET FORTH IN THIS POLICY. FOR EXAMPLE, INFORMATION SUBMITTED BY E-MAIL, FACSIMILE
AND/OR VERBALLY WILL NOT BE SUBJECT TO THESE PROCEDURES AND MAY BE DISCLOSED AT ANY TIME WITHOUT
NOTICE TO THE SUBMITTING PARTY.



                                                   Page 12
3. Documents that are not accompanied by the written notification to MTC‟s General Counsel or are
   not properly identified by the Submitting Party as “Sensitive Information” at the time of their initial
   submission to MTC are presumptively subject to disclosure under the Public Records Act, and the
   procedures for providing the Submitting Party with notice of any formal public records request for
   documents, as set forth below, shall be inapplicable.

4. At the time MTC receives documents from the Submitting Party, any such documents designated
   by Submitting Party as “Sensitive Information” shall be segregated and stored in a secure filing
   area when not being utilized by appropriate MTC staff. By submitting a grant application, request
   for response, or any other act that involves the submission of information to MTC, the Submitting
   Party certifies, acknowledges and agrees that (a) MTC‟s receipt, segregation and storage of
   documents designated by Submitting Party as “Sensitive Information” does not represent a
   finding by MTC that such documents fall within the Trade Secrets Exemption or any other
   exemption to the Public Records Act, or that the documents are otherwise exempt from
   disclosure under the Public Records Act, and (b) MTC is not liable under any circumstances for
   the subsequent disclosure of any information submitted to MTC by the Submitting Party, whether
   or not such documents are designated as “Sensitive Information” or MTC was negligent in
   disclosing such documents.

5. In the event that MTC receives an inquiry or request for information submitted by a Submitting
   Party, MTC shall produce all responsive information without notice to the Submitting Party. In the
   event that the inquiry or request entails documents that the Submitting Party has previously
   designated as “Sensitive Information” in strict accordance with this Policy, the inquiring party shall
   be notified in writing that one or more of the documents it has requested has been designated by
   the Submitting Party as “Sensitive Information”, and, if not already submitted, that a formal,
   written public records request must be submitted by the requesting party to MTC‟s General
   Counsel for a determination of whether the subject documents are exempt from disclosure.

6. Upon the General Counsel‟s receipt of a formal, written public records request for information that
   encompass documents previously designated by Submitting Party as “Sensitive Information”, the
   Submitting Party shall be notified in writing of MTC‟s receipt of the public records request, and
   MTC may, but shall not be required to provide Submitting Party an opportunity to present MTC
   with information and/or legal arguments concerning the applicability of the Trade Secrets
   Exemption or some other exemption to the subject documents.

7. The General Counsel shall review the subject documents, the Public Records Act and the
   exemption(s) claimed by the Submitting Party in making a determination concerning their
   potential disclosure.

    THE GENERAL COUNSEL IS THE SOLE AUTHORITY WITHIN MTC FOR MAKING DETERMINATIONS ON THE
    APPLICABILITY AND/OR ASSERTION OF AN EXEMPTION TO THE PUBLIC RECORDS ACT. NO EMPLOYEE OF
    MTC OTHER THAN THE GENERAL COUNSEL HAS ANY AUTHORITY TO ADDRESS ISSUES CONCERNING THE
    STATUS OF “SENSITIVE INFORMATION” OR TO BIND MTC IN ANY MANNER CONCERNING MTC‟S
    TREATMENT AND DISCLOSURE OF SUCH DOCUMENTS.

    FURTHERMORE, THE POTENTIAL APPLICABILITY OF AN EXEMPTION TO THE DISCLOSURE OF DOCUMENTS
    DESIGNATED BY THE SUBMITTING PARTY AS “SENSITIVE INFORMATION” SHALL NOT REQUIRE MTC TO
    ASSERT SUCH AN EXEMPTION. MTC‟S GENERAL COUNSEL RETAINS THE SOLE DISCRETION AND
    AUTHORITY TO ASSERT AN EXEMPTION, AND HE MAY DECLINE TO EXERT SUCH AN EXEMPTION IF, WITHIN
    HIS DISCRETION, THE PUBLIC INTEREST IS SERVED BY THE DISCLOSURE OF ANY DOCUMENTS SUBMITTED
    BY THE SUBMITTING PARTY.

8. MTC shall provide the requesting party and Submitting Party with written notice of its
   determination that the subject documents are either exempt or not exempt from disclosure.

9. In the event that MTC determines that the subject documents are exempt from disclosure, the
   requesting party may seek review of MTC‟s determination before the Supervisor of Public



                                               Page 13
        Records, and MTC shall notify the Submitting Party in writing in the event that the requesting
        party pursues a review of MTC‟s determination.

    10. In the event the requesting party pursues a review of MTC‟s determination that the documents
        are exempt from disclosure and the Supervisor of Public Records concludes that the subject
        documents are not exempt from disclosure and orders MTC to disclose such documents to the
        requester, MTC shall notify the Submitting Party in writing prior to the disclosure of any such
        documents, and Submitting Party may pursue injunctive relief or any other course of action in its
        discretion.

    11. In the event that MTC determines that the subject documents are not exempt from disclosure or
        the General Counsel determines that, under the circumstances and in his discretion, MTC shall
        not assert an exemption, MTC shall notify the Submitting Party in writing prior to the disclosure of
        any such documents, and Submitting Party may pursue injunctive relief or any other course of
        action in its discretion.

THE SUBMITTING PARTY‟S SUBMISSION OF DOCUMENTATION TO MTC SHALL REQUIRE A SIGNED CERTIFICATION
THAT SUBMITTING PARTY ACKNOWLEDGES, UNDERSTANDS AND AGREES WITH THE APPLICABILITY OF THE
FOREGOING PROCEDURES TO ANY DOCUMENTS SUBMITTED TO MTC BY SUBMITTING PARTY AT ANY TIME,
INCLUDING BUT NOT LIMITED TO THE ACKNOWLEDGEMENTS SET FORTH HEREIN, AND THAT SUBMITTING PARTY
SHALL BE BOUND BY THESE PROCEDURES.

All documents submitted by Submitting Party, whether designated as “Sensitive Information” or not, are
not returnable to Submitting Party.




                                                  Page 14
                                                ATTACHMENT A-2

        MTC POLICY AND PROCEDURES FOR HOLDING PARTIES IN POSSESSION OF SENSITIVE INFORMATION

From time to time, consultants, contractors, grantees, as well as other third parties interacting with MTC
(collectively, the “Holding Party”) may receive, have access to or create confidential, proprietary or
otherwise sensitive information regarding MTC, its activities, its employees and/or third parties, such as
applicants, consultants, grantees, recipients or respondents under MTC programs, which information is
not generally known by or disseminated to the public as a matter of course. Information of this nature is
sometimes referred to in this Agreement as "Sensitive Information." MTC expects all Holding Parties to
maintain the highest degree of professionalism, integrity and propriety with respect to Sensitive
Information at all times. In addition, the Massachusetts Conflict of Interest Statute, M.G.L. Chapter 268A,
prohibits current and former state employees (defined in the statute to include regular full-time and part-
time employees, elected or appointed officials and independent contractors) from improperly disclosing
certain categories of Sensitive Information or using it to further their personal interests, and the
Massachusetts Fair Information Practices Act, M.G.L. Chapter 66A, contains numerous legal
requirements aimed at protecting "personal data" from improper disclosure.

MTC's policy regarding a Holding Party‟s possession of Sensitive Information has two key elements:

    1. Holding Parties should not request or accept any more Sensitive Information -- whether of a
       business or personal nature -- than is reasonably necessary under the circumstances; and

    2. In the absence of a specific legal requirement compelling disclosure of Sensitive Information in a
       particular instance, all Holding Parties are expected to take appropriate measures to safeguard
       such information from improper use and disclosure.

Because the relevant legal requirements and the nature and scope of the information in question can
create uncertainty, HOLDING PARTIES ARE URGED TO CONFER WITH MTC'S GENERAL COUNSEL IF THEY HAVE
ANY QUESTIONS ABOUT CONFIDENTIALITY, THE SCOPE OR PROPER TREATMENT OF SENSITIVE INFORMATION, OR
MTC'S POLICIES OR PROCEDURES WITH RESPECT TO SUCH TOPICS. Holding Parties shall not substitute their
own judgment for that of MTC‟s General Counsel in deciding whether particular information is innocuous
data or Sensitive Information that should be handled with care, or the advisability or sufficiency of
safeguards with respect to particular types of information. FAILURE TO COMPLY WITH THE POLICIES AND
PROCEDURES RELATING TO SENSITIVE INFORMATION AND MTC'S OBLIGATIONS PURSUANT TO THE PUBLIC
RECORDS ACT AND OTHER LEGAL DISCLOSURE REQUIREMENTS CAN RESULT IN IMMEDIATE TERMINATION OF THIS
AGREEMENT, AND/OR POTENTIAL LEGAL LIABILITY.

IT SHOULD BE NOTED THAT THE OBLIGATIONS UNDER THESE POLICIES CONTINUE EVEN AFTER MTC'S
RELATIONSHIP WITH A PARTICULAR APPLICANT, RECIPIENT OR OTHER THIRD PARTY ENDS OR THIS AGREEMENT
TERMINATES.

In the absence of a specific legal requirement necessitating disclosure of particular information in a
specific instance, Holding Parties are expected to protect Sensitive Information from improper use and
disclosure at all times. The following are examples of the kinds of protective procedures that should be
followed:

         Limited Communication to MTC Personnel: Sensitive Information should not be
          communicated to other MTC employees or consultants, except to the extent that they need to
          know the information to fulfill their MTC mission-related responsibilities and their knowledge of the
          information is not likely to result in misuse or a conflict of interest.

         Limited Communication to Non-MTC Personnel: Sensitive Information should not be
          communicated to anyone outside MTC, including family members, except to the extent outside
          parties need to know the information in order to provide necessary services to MTC, its Holding
          Parties or as otherwise directed by the General Counsel to comply with legal requirements
          necessitating disclosure, such as proper requests under the Public Records Act.

         Notification of Confidentiality: When Sensitive Information is communicated to any person
          outside MTC, the individual receiving such information should be informed of its sensitive nature


                                                    Page 15
       and the need to safeguard such information from improper use and disclosure. When Sensitive
       Information is communicated to parties inside MTC, the procedures set forth in Attachment A-1
       are applicable. MTC may require that Holding Parties execute a confidentiality agreement that
       has either been provided or approved by the General Counsel before Sensitive Information is
       disclosed to them.

      MTC Use Only: Sensitive Information should only be used for MTC purposes. Under no
       circumstances may a present or former Holding Party "trade on" such information or otherwise
       use it, directly or indirectly, for personal gain or for the benefit of any party other than the owner of
       such information.

      Prevention of Eavesdropping, Unauthorized Viewing, etc.: Sensitive matters should not be
       discussed in restaurants, on public transportation or in other public places or in locations, such as
       hallways, elevators and building lobbies, where unauthorized individuals could overhear the
       discussion. Similarly, Sensitive Information should not be exchanged or discussed via cordless
       or cellular phones or similar "non-secure" communication lines. Speaker phones can amplify
       conversations and should be used with care when discussing Sensitive Information. Common
       sense precautions should also be taken with respect to Sensitive Information in written form, such
       as stamping or marking such documents "CONFIDENTIAL" to flag them for special handling,
       limiting access to files to those with an MTC-related "need to know," locking documents that
       contain Sensitive Information in desk drawers or file cabinets when you are away from your desk,
       carefully limiting the circumstances in which (and exercising appropriate care when) such
       materials leave MTC's office, delivering sensitive materials to others in sealed envelopes, and
       limiting the addressees and "cc's" of letters, memoranda, emails and other communications
       containing Sensitive Information to those individuals who reasonably need to see such
       communications. Data stored on personal computers, and floppy disks, c/d roms and other
       electronic media containing Sensitive Information, should be properly secured to keep them from
       being accessed by unauthorized individuals. Documents containing Sensitive Information that
       are sent to printers should be picked up promptly.

      Communications With the Public; Compulsory Legal Process: All contacts with the media
       and all speeches or other oral or written public statements made on behalf of MTC, or concerning
       its activities, applicants or recipients, must be cleared in advance by MTC's Communications
       Director. In speeches and statements not made on behalf of MTC, proper care should be taken
       to avoid any implication that MTC endorses the views expressed. All disclosure requests under
       the Public Records Act or in the form of requests for discovery, subpoenas, court or
       administrative orders or the like must also be referred to the General Counsel for appropriate
       handling.

   QUESTIONS CONCERNING WHETHER A GIVEN TYPE OF INFORMATION OR DOCUMENT IN A HOLDING PARTY‟S
   POSSESSION IS A "PUBLIC RECORD," AND THUS SUBJECT TO DISCLOSURE UNDER THE PUBLIC RECORDS
   ACT, OR IS COVERED BY AN AVAILABLE EXEMPTION, SHOULD BE DIRECTED TO MTC‟S GENERAL COUNSEL.
   NO OTHER MTC EMPLOYEE IS AUTHORIZED TO MAKE SUCH ASSESSMENTS OR TO PROVIDE ANY GUIDANCE TO
   A HOLDING PARTY CONCERNING POTENTIAL DISCLOSURE OF ANY INFORMATION PROVIDED TO OR IN
   POSSESSION OF A HOLDING PARTY.



IN ADDITION, ALL COMMUNICATIONS SEEKING INSPECTION OR OTHER DISCLOSURE OF MATERIALS IN A HOLDING
PARTY‟S POSSESSION UNDER THE PUBLIC RECORDS ACT MUST BE REFERRED PROMPTLY TO THE GENERAL
COUNSEL. SIMILARLY, ALL SUBPOENAS AND OTHER LEGAL PROCESS DOCUMENTS REQUESTING OR SEEKING TO
COMPEL DISCLOSURE OF MATERIALS IN A HOLDING PARTY‟S POSSESSION MUST BE DELIVERED OR PROMPTLY
FORWARDED TO THE GENERAL COUNSEL UPON RECEIPT.




                                                   Page 16
                                             ATTACHMENT B

                Officer‟s Certificate on Representations, Warranties and Covenants
   1) Is your organization in compliance with of all its obligations under all bank lending and other credit
      (e.g., equipment leases) arrangements and has it been in compliance with these requirements
      during the past 12 months?
      Yes              No

   2) During the past 5 years has your organization filed for bankruptcy or has any Principal (more than
      5% stockholder or other type of ownership) or officer been an officer or Principal of another firm
      that filed for or been the subject of any bankruptcy or insolvency proceeding?
      Yes                No

   3) Is your organization current in all of its obligations to federal, state and local taxing authorities?
      Yes             No

   4) Is your organization a party in any litigation proceeding or threatened litigation which could result
      in a material adverse effect on the organization?
      Yes              No

   5) Has your organization or any officer or Principal been convicted in any criminal proceeding (other
      than minor traffic and other non-felony offenses) during the past 5 years or currently the subject
      of any similar criminal proceeding?
      Yes               No

   6) Is your organization involved in any material dispute with any federal, state or local regulatory
      authority or been involved in any such material dispute during the past five years?
      Yes             No

   7) (a) Are your organization‟s financial statements audited? and,
      Yes             No

       (b) If so, have you received a “going concern” opinion from such audit firm during the past three
          years?
       Yes               No

   8) Are more than 25% of your revenues derived from any single customer?
      Yes            No

   9) Did your organization have positive net income in each of the two most recent fiscal years?
      Yes             No

   10) Do your organization‟s tangible current assets (current assets less goodwill) exceed its current
       liabilities?”
       Yes            No

   11) Provide data about your organization‟s operations in Massachusetts, including the number of
       practices, the number of sites, the number of physicians and the total number of users. In the
       event your organization does not capture this information, please at least provide the number of
       practices and number of physicians in Massachusetts who are clients of your organization.
       Preferred EHR Vendor may, but is not required to, provide such information about its other
       locations in the United States.


If you have answered „Yes‟ to questions 2, 4, 5, 6, 7(b), or 8, please explain.
If you have answered „No‟ to questions 1, 3, 7(a), 9, or 10, please explain.
Attach additional sheets if necessary.


                                                   Page 17
                                                    Certification

The undersigned,                                                                                         , hereby certifies
                                                  (Name and Title)
that I am a duly authorized representative of
                                                                             (Company Name)
and that all of the foregoing answers and all statements contained in any explanation are complete, true
and correct. Providing false or misleading information or failure to provide all required information will be
considered grounds for delisting. I attest to the accuracy of all information contained in this application
and verify that the information submitted is in fact complete, accurate and true.



Signed and Sworn under the Pains and Penalties of Perjury

Dated at:
                              (location)

This          day of                       , 20


                                                           By:
                                                                                       (Signature)

                                                           Name:
                                                                                    (Printed or Typed)

                                                           Title/Position:




                                                        Page 18
                                                                 Attachment C
                                                                 Basic Services

The REC acknowledges that the achievement of Meaningful Use of an EHR system will require careful
coordination and the complete cooperation of each of the Certified IOO, the Preferred EHR Vendor and
the REC-Affiliated Provider. Each of these parties are required pursuant to their individual agreement
with the REC to participate fully in all aspects of the implementation of the EHR system to ensure that the
REC-Affiliated Provider will achieve Meaningful Use of that system and also be able to access the
Statewide HIE as required by Chapter 305. The REC has negotiated the provision of a package of “Basic
Services” for the REC-Affiliated Provider. Basic Services 1 is designed to assist the REC-Affiliated
Provider in transitioning from the use of a paper-based medical records system or from a non-certified
EHR system to a certified EHR system. The table below sets forth the responsibilities of each party with
relation to Basic Services 1.

                                                  Basic Services 1:
To transition Providers from using paper-based medical records systems or a non-certified EHR system to Meaningful Use
                                               on a certified EHR system

Category                            IOO Responsibilities                 EHR Vendor Responsibilities           Provider Responsibilities
of Services

                                 If the provider has not selected        EHR vendor in preparation           Provider and appropriate
                                  an EHR vendor, IOO will offer            for system acquisition will          staff will participate in
                                  assistance with selection of             provide workflow impact              vendor demonstrations and
                                  EHR / Practice Management                analysis, as well as                 fairs, if necessary, and
                                  Systems (PMS) system                     operational and technical            complete vendor selection
    Consulting and Planning




                                  vendor(s) in conjunction with            readiness assessments                tools with needed assistance
                                  REC preferred vendor                     specific to its software             from their IOO or the REC
                                  information.                             offering and provide                 resource(s).
                                                                           assistance to complete              Provider and selected staff
                                 In preparation for the                   necessary documentation to
                                  acquisition of an EHR, the IOO                                                will:
                                                                           allow providers/practices to
                                  will provide specific services           make a thorough and                  o participate in identified
                                  such as: practice participant            informed decision.                         Communities of
                                  definitions (e.g., physician and                                                    Practice with other
                                  practice manager champions),            EHR vendor will provide                    physicians and
                                  workflow impact analysis,                information on similar                     physician champions;
                                  cultural readiness,                      installations (of equal size,        o participate in local and
                                  organizational readiness                 geography, practice focus)                 regional meetings
                                  assessment, and detailed                 to facilitate the planned                  around provider
                                  technical readiness                      Communities of Practice for                adoption, EHR vendor
                                  assessment.                              interested                                 selection, and workflow
                                                                           providers/practices being                  impact; and
                                                                           offered through the REC.
                                                                                                                o Complete, with
    1.




                                                                                                                      assistance, if requested,
                                                                                                                      from their IOO or the
                                                                                                                      REC resource,
                                                                                                                      organizational, cultural
                                                                                                                      and technical readiness
                                                                                                                      assessments.




                                                                         Page 19
                                                  Basic Services 1:
To transition Providers from using paper-based medical records systems or a non-certified EHR system to Meaningful Use
                                               on a certified EHR system
Category
                              IOO Responsibilities                  EHR Vendor Responsibilities           Provider Responsibilities
of Services
                           IOO will develop the standard            EHR vendor will develop a           Provider will participate with
                            project plan in consultation              project plan in conjunction          IOO and/or REC resource in
                            with the REC, including tools             with the IOO that will               the development of a project
                            for monitoring the project to             identify:                            plan that will incorporate the
                            ensure that it is completed on                                                 tasks associated with
                            time and within budget.                   o   pre-requisites to the            identifying the required
                                                                          installation of their            resource; the tasks required
                           IOO will provide tools to the                 product;
                            Provider and the REC that will                                                 of each resource; the person
                            ensure monitoring, resolution             o   detailed steps or tasks          responsible for overseeing
                            and mitigation of risks and                   required of practice             or completing each task; the
                            issues.                                       resources, as well as its        timing necessary to
                                                                          own resources;                   complete each task, allowing
                           IOO will take primary                                                          for vacations, peak patient
   Project Management




                            responsibility for                        o   timeline milestones              load times and decrease of
                            communication and                             incorporating all know           patient load near the “Go
                            coordination of tasks required                constraints including            Live” date and for 1 week
                            by the Provider, the EHR                      identified staff                 post “Go Live;” and that will
                            Vendor and third-party                        vacations, peak patient          identify the “Go-To” person
                            vendors.                                      load and the need to             for initial contact, updates,
                           IOO will establish regular                    decrease patient load            concerns.
                            meetings or calls to review                   prior to and
                                                                          approximately one week          Provider (and appropriate
                            status including assessment of                                                 practice staff), will identify
                            all open tasks required to                    after “Go Live.”
                                                                                                           perceived and actual risks
                            complete the implementation.             EHR vendor will participate          as well as establish
                            Additionally, tasks or activities         in the identification of             mitigation steps, rules for
                            that are delayed, changed, or             anticipated, perceived and           escalation, and
                            require additional resources by           actual risks and abide by the        communication
                            any participant should be                 rules of escalation                  expectations.
   2.




                            identified and monitored.                 established by the practice.
                                                                                                          Provider will receive status
                                                                     EHR vendor will establish            reports or calls to review
                                                                      regular meetings or calls to         status including assessment
                                                                      review status including              of all open tasks required to
                                                                      assessment of all open               complete the
                                                                      tasks required to complete           implementation.
                                                                      the implementation.                  Additionally, tasks or
                                                                      Additionally, tasks or               activities that are delayed,
                                                                      activities that are delayed          changed, or require
                                                                      changed or require                   additional resources by any
                                                                      additional resources by any          participant should be
                                                                      participant should be                identified and monitored.
                                                                      identified and monitored.




                                                                    Page 20
                                                  Basic Services 1:
To transition Providers from using paper-based medical records systems or a non-certified EHR system to Meaningful Use
                                               on a certified EHR system
Category
                                                          IOO Responsibilities                EHR Vendor Responsibilities            Provider Responsibilities
of Services
                                                       IOO will analyze current               EHR vendor will participate          Provider will participate in
                                                        Practice workflow and                   in workflow reviews and               workflow reviews, allowing
                                                        redesign, if necessary, to              provide feedback as to how            necessary access to areas
                                                        improve Provider efficiency             the software can support              identified by IOO, REC
                                                        and optimize systems.                   any identified process or             and/or EHR resource(s), and
                                                                                                workflow changes.                     will identify and allow
   Clinical and Provider Design and Configuration




                                                       IOO will review current chart
                                                        usage, both paper and                  EHR vendor will provide the           appropriate staff to
                                                        electronic, and will advise and         IOO and practice staff with           participate in identified
                                                        coordinate the migration of key         data migration options, (no           workflow reviews.
                                                        data into electronic format as          charge for migrating key             Provider and office staff will
                                                        required.                               demographic data provided             make available, during
                                                       IOO will configure the process          in electronic format) to              reasonable business hours,
                                                        and work with the REC, the              support future patient                a sampling of current charts,
                                                        EHR Vendor and Providers to             registration and scheduling,          , to facilitate with advisement
                                                        ensure that Meaningful Use              and a detailed list of fees to        and coordination of
                                                        standards are met.                      migrate additional data such          migrating data into a
                                                                                                as medication lists,                  structured, electronic format
                                                       IOO will review required data           immunization schedules,               as set forth in the rules for
                                                        collection mechanisms, and              and previous, recent lab              Meaningful Use.
                                                        will advise and coordinate the          results. Differentiation
                                                        migration to meet Meaningful                                                 Attend education sessions
                                                                                                needs to be made as to                on the need to migrate data
                                                        Use standards.                          whether data will be                  into a structured, electronic
                                                       IOO will establish meetings             electronically migrated or            format and options for
                                                        with the EHR Vendor, the REC            scanned to the EHR system.            migrating the data.
                                                        and Provider to identify “key”         EHR vendor will participate
                                                        data elements and establish a                                                Configure the data migration
                                                                                                in meeting(s) with the IOO,           process and work with the
                                                        timeline and the tasks                  and the REC to identify “key”
                                                        necessary to complete the                                                     REC and EHR vendors to
                                                                                                data elements required for            meet Meaningful Use
                                                        migration of “key” data.                Meaningful Use, and to                standards.
                                                       IOO will establish meetings             establish a timeline and the
                                                        with the EHR Vendor, the REC            tasks necessary to complete          Provider will participate in
                                                        and Provider to map „key” data          the migration of “key” data.          meeting(s) between the
                                                        required to meet the criteria                                                 IOO, the REC and the EHR
                                                                                               EHR vendor will identify              Vendor to identify and map
                                                        associated with Meaningful              required data collection
                                                        Use.                                                                          “key” data and establish
                                                                                                methods specific to their             tasks and timeline for
   3.




                                                                                                software, and will work with          migration.
                                                                                                the IOO, the REC and the
                                                                                                Practice to coordinate the
                                                                                                staffing and timing to
                                                                                                complete the data collection
                                                                                                and migration.




                                                                                              Page 21
                                                  Basic Services 1:
To transition Providers from using paper-based medical records systems or a non-certified EHR system to Meaningful Use
                                               on a certified EHR system
Category
                                       IOO Responsibilities                  EHR Vendor Responsibilities              Provider Responsibilities
of Services
                                    IOO will coordinate a review of          EHR vendor will participate            Provider will participate and
                                     current technology and                    and provide input into the              allow appropriate office staff
                                     required technology for future-           future state needs of the               to participate in interviews
                                     state and provide a gap                   practice with regard to                 and other data gathering
                                     analysis to the Provider.                 maximizing efficiency and               activities to identify the
                                    IOO will manage                           workflow of the software.               current state of the technical
                                     documentation depicting the                                                       environment and desired
                                                                              EHR vendor will identify                requirements of the future
                                     current and future-state of the           technical gaps that must be
                                     practice including the physical                                                   environment that will allow
                                                                               addressed prior to                      the IOO and the REC
                                     plant/office, e.g., workstation           installation.
                                     locations, connectivity, cooling,                                                 resources to create a gap
                                     etc.                                     EHR vendor will abide by                analysis to inform selection
                                                                               the practice office availability        of the EHR Vendor and the
                                    IOO will identify and document
   Infrastructure and Security




                                                                               established in the project              overall project plan.
                                     Provider-specific business and
                                     technical requirements for                plan for office access                 Provider agrees to allow
                                     implementation.                           necessary to perform the                access to all areas of the
                                                                               installation.                           office as identified by the
                                    IOO will ensure that all
                                     implementations meet best                EHR vendor will provide                 IOO, the REC or the EHR
                                     industry standards for policy             documentation in a format               Vendor. Provider will ensure
                                     and infrastructure (e.g., privacy         that can be accessed freely             access to contracts with
                                     and security, HIPAA                       by all participants,                    phone, cable or other
                                     compliance, regular backup               EHR vendor will provide                 access providers, if
                                     and disaster recovery).                   input to the above                      necessary, to support
                                                                               mentioned documents and                 workflow identification and
                                                                               provide feedback to the                 redesign.
                                                                               practice based on the                  Provider will provide access
                                                                               business and technical                  outside of office hours, if
                                                                               needs of the office.                    required, to minimize
                                                                              EHR vendor will ensure that             disruption to patients and
                                                                               all systems in the practice             staff.
                                                                               meeti best industry                    Provider will identify a
   4.




                                                                               standards for infrastructure            central location to store
                                                                               (e.g. privacy and security,             online documentation
                                                                               HIPAA compliance, regular               provided by the IOO, the
                                                                               backup(s) and disaster                  REC and EHR Vendor.
                                                                               recovery).
                                                                                                                      Provider will review all
                                                                                                                       documents (current/future
                                                                                                                       state, gap analysis, floor
                                                                                                                       plan redesign) and provide
                                                                                                                       feedback to ensure that
                                                                                                                       his/her office/practice-
                                                                                                                       specific needs are
                                                                                                                       incorporated.




                                                                             Page 22
                                                  Basic Services 1:
To transition Providers from using paper-based medical records systems or a non-certified EHR system to Meaningful Use
                                               on a certified EHR system
Category
                                                     IOO Responsibilities                  EHR Vendor Responsibilities             Provider Responsibilities
of Services
                                                  IOO will oversee the                     EHR vendor will install two           Provider will identify a
                                                   deployment, configuration and             interfaces, if required, (e.g.,        practice member as primary
                                                   testing of all necessary                  PMS, lab, imaging or e-                contact with the IOO, the
                                                   hardware, software, and                   prescribing) at no additional          REC and the EHR Vendor
                                                   connectivity to confirm                   cost to the practice and               specifically to review
                                                   functionality and optimal                 provide a detailed project             interface work that is
                                                   performance.                              plan for any additionally              occurring.
                                                  IOO will track and notify                 identified interfaces,                Provider will respond to IOO
                                                   Provider and the REC within               including additional                   of receipt of notice of delay
                                                                                             hardware needs, if
    Procurement, Deployment and Installation




                                                   two business days of any                                                         and participate in meeting to
                                                   significant delays in the project         applicable, timing,                    review mitigation plan.
                                                   schedule, procurement and                 configuration, connectivity
                                                                                             troubleshooting, testing and          Provider and appropriate
                                                   delivery of equipment.                                                           practice staff will participate
                                                                                             deployment.
                                                  IOO will manage, in                                                              in vendor interface
                                                   collaboration with the EHR               EHR vendor will assign an              meetings, as appropriate to
                                                   vendor, the development,                  Implementation Staff                   ensure understanding of
                                                   configuration and testing of              member to work as the                  needs and responsibilities
                                                   interface requirements to                 contact between the                    around the development,
                                                   interface EHR systems to PMS              practice‟s identified primary          configuration and testing of
                                                   and/or lab systems, claims                contact, the IOO and REC               interfaces, if identified.
                                                   clearinghouses, e-prescribing             contacts specifically to
                                                   and other Provider-specific               review interface work that is
                                                   interfaces prior to “go live” and         occurring.
                                                   as required for achievement of           EHR vendor will track and
                                                   Meaningful Use.                           notify IOO and the REC
                                                                                             within five business days of
                                                                                             any significant delays in the
                                                                                             project schedule,
                                                                                             procurement and delivery of
                                                                                             equipment.
                                                                                            EHR vendor will be the
                                                                                             primary manager of the
                                                                                             development, configuration
                                                                                             and testing of the interface
                                                                                             requirements to interface
                                                                                             EHR systems to PMS and/or
    5.




                                                                                             lab systems, claims
                                                                                             clearinghouses, e-
                                                                                             prescribing and other
                                                                                             identified and necessary
                                                                                             interfaces to ensure data is
                                                                                             captured, stored and easily
                                                                                             retrievable by a
                                                                                             provider/practice to meet the
                                                                                             measures of Meaningful
                                                                                             Use.




                                                                                           Page 23
                                                  Basic Services 1:
To transition Providers from using paper-based medical records systems or a non-certified EHR system to Meaningful Use
                                               on a certified EHR system
Category
                     IOO Responsibilities                 EHR Vendor Responsibilities            Provider Responsibilities
of Services
                  IOO will develop a training             EHR vendors will develop             Providers will participate in
                   plan for the practice which may          and execute a training                training assessments
                   include on-site and off-site             program, which may include            provided by the IOO‟s, the
                   training, including web-based            on-site, off-site or web-             REC‟s and the EHR Vendor
                   training and Provider‟s                  based training as agreed to           to identify training
                   obligations with regard to               by the practice, in the use of        needs/requirements.
                   training. Onsite training plans          the features/ functions of the       Providers will participate and
                   will detail the number of                software incorporating                will provide their staff time to
                   trainers and hours that trainers         workflow changes and                  participate in all training
                   will be on site to train                 process improvement                   sessions, including on-site,
                   Providers and their staff. Off-          possibilities, including              off-site or web-based (e.g.,
                   Site training plans must detail          template management,                  on-line or webinars) training
                   the number of hours required             basic troubleshooting,                provided by the IOO, the
                   for Provider and their staff to          reporting for measures                REC and/or EHR Vendor.
                   be off-site. Web-based                   required to meet Meaningful      
    Training




                                                                                                  Providers and appropriate
                   training must include average            Use, standard maintenance             staff will agree to complete
                   time to complete.                        and downtime procedures.              assessments of competency
                  IOO will coordinate all training        Onsite training plans will            in the following areas
                   to assure appropriate provider           detail the number of trainers         according to their scope of
                   competency and inclusion of              and hours that trainers will          responsibility in the practice:
                   the following items: workflow            be on-site to train providers         o Workflow re-design
                   design, process improvement,             and their staff. Off-site             o Process improvement
                   practice personalization,                training plans must detail the
                                                                                                  o Practice personalization
    6.




                   system training, template                number of hours required for
                   usage for clinical                       the provider and his/her staff        o System training
                   documentation, daily and/or              to be off-site. Web-based             o Template build/usage
                   monthly maintenance,                     training must include                      for clinical
                   downtime procedures, and                 average time to complete.                  documentation
                   IOO project management
                   tools.                                  EHR vendors will make                 o Daily and/or monthly
                                                            every reasonable effort to                 maintenance,
                  IOO will provide training not            accommodate training                  o Downtime procedures
                   covered by EHR vendor to                 during non-patient clinic
                                                                                                  o IOO/EHR management
                   ensure competencies in all of            hours.
                                                                                                       tools
                   the above topics.
                                                           EHR vendor will provide
                                                            software-based competency
                                                            assessments that address
                                                            the above training items.




                                                          Page 24
                                                  Basic Services 1:
To transition Providers from using paper-based medical records systems or a non-certified EHR system to Meaningful Use
                                               on a certified EHR system
Category
                                          IOO Responsibilities                EHR Vendor Responsibilities           Provider Responsibilities
of Services
                                     IOO must provide 90 calendar             EHR vendor will provide a 1         Provider will ensure that
                                      days of troubleshooting and               year maintenance                     their IOO Agreement
                                      triage capability including issue         agreement at Most Favored            contains a provision
                                      coordination with vendors                 Pricing.                             committing the IOO to
                                      (hardware, software and EHR).                                                  providing troubleshooting,
                                      For the 90 calendar days, IOO            EHR vendor will provide a            triage and issue coordination
                                      will:                                     form to the IOO and the              with all third-party vendors
                                                                                Practice indicating the              involved in the
                                      o     provide 12/7 help-desk              specific information                 implementation for 90
                                            coverage and support                needed/required to initiate          calendar days after the EHR
                                            services for server models          troubleshooting and the              system is live.
                                            in emergency situations;            average turn-around-time for
                                            and                                 common issues.                      Provider will participate in
                                                                                                                     training with IOO or REC to
                                      o     24/7 help-desk coverage            EHR vendor will agree to             complete an issue/triage
                                            and support services for            triage and communicate with          form.
                                            hosted models in                    the practice, by telephone,
                                            emergency situations.               web portal or e-mail as
                                                                                agreed to by the practice,
                                     After the 90 calendar day
                                                                                within 24 hours of report of
    Post Implementation Support




                                      period, assuming the practice
                                                                                issue(s).
                                      signs a 1 year maintenance
                                      agreement with the IOO and a        
                                      1 year maintenance
                                      agreement with the EHR                   EHR vendor will provide
                                      Vendor, IOO will provide 12               monthly incident reports,
                                      months of troubleshooting and             including resolution time for
                                      triage capability.                        each issue.

                                     IOO will ensure that the EHR
                                      systems and technology (i.e.,
                                      hardware and connectivity)
                                      vendors are aware of their role
                                      and the requirements for post-
                                      implementation support to the
                                      Provider.
                                     IOO will provide triage and
                                      tracking tools and processes
                                      that include an issue/triage
                                      form that includes at least the
                                      following:
    7.




                                      o Telephone number and e-
                                           mail of triage resource.
                                      o Initial steps to check
                                           before calling or e-mailing.
                                      o Steps for providing
                                           information as to the issue
                                           (screen prints, error
                                           messages).
                                      o Date/time of when issue is
                                           identified and when
                                           reported to IOO.
                                      o Provision of optimal time
                                           for IOO to contact staff for
                                           questions or additional
                                           information.
                                      o Use of tracking tool for
                                           issue identification and
                                           resolution notes.

                                                                              Page 25
                                                  Basic Services 1:
To transition Providers from using paper-based medical records systems or a non-certified EHR system to Meaningful Use
                                               on a certified EHR system
Category
                            IOO Responsibilities               EHR Vendor Responsibilities          Provider Responsibilities
of Services
                         Certified IOO must guarantee          EHR vendor must provide            Provider and practice staff
                          implementation of a federally-         documentation of its                must agree to participate in
    8. Optimization




                          certified EHR system.                  application for, , and              all activities necessary to
                         Certified IOO must guarantee           subsequent receipt of,              reach Meaningful Use.
                          Provider‟s Meaningful Use of           ARRA certification within 9
                          its certified EHR system.              months of establishment of a
                                                                 certification body.
                                                                 Documentation of EHR
                                                                 Vendor‟s application for
                                                                 ARRA certification must be
                                                                 provided upon submittal to
                                                                 the certification body.




                                                               Page 26
 Attachment D

Pricing Structure




     Page 27

				
DOCUMENT INFO
Description: Preferred Vendor Agreement Commission document sample