MEDICAL PROVIDER TELEMEDICAL AGREEMENT
MEDICAL PROVIDER TELEMEDICAL AGREEMENT This Medical Provider Telemedical Agreement (the /this "Agreement") is entered into this ____ day of ____________ 2021, by and between UrgiDoctor, LLC ("UrgiDoctor"), a Georgia limited liability company ("UrgiDoctor," the "Company" or "We/Our") and _______________, ("Medical Provider," "MP" or "You/Your").
A. PARTIES :
1. UrgiDoctor LLC, is a Georgia limited liability company with a principal business address of 1500 Oglethorpe Avenue, Suite 3100, Athens, Georgia.
2. MP is a healthcare provider, duly licensed in his/her applicable healing arts field(s), in a Qualifying State, or ____________(LLC/corporation) business entity which employs healthcare providers who are duly licensed in their applicable healing arts field(s), with a principal place of business located at __________________________.
3. UrgiDoctor and MP may be referred to herein as a "Party," individually and as the "Parties," collectively. 4. Nothing contained herein shall be deemed to create an agency, employment relationship, partnership or joint -venture relationship.
B. PURPOSE :
1. This is a software-as-service ("SaaS") subscription and limited technical services agreement.
2. UrgiDoctor provides access on a subscription basis to certain cloud-based tools and services through its website (located at www.urgidoctor.com) and through mobile, web-based and desktop applications (collectively "Apps"), as well as related content, software, widgets, APIs and other technical services which facilitate an MPâ€™s provision and sale of telemedicine services to the patients of the MP (the "Service").
3. This Agreement governs the terms, conditions and limitations by which an MP may use or access the Service.
4. By signing below, the MP agrees to be bound by the terms, conditions and limitations set forth in this Agreement.
5. UrgiDoctor does NOT provide medical, pharmacy or insurance services and nothing contained in this Agreement or the Exhibits attached hereto is intended to 1suggest or imply that UrgiDoctor provides medical, pharmacy or insurance services. The MP is solely and exclusively responsible for the provision of medical care and treatment to his/her/its patients.
C. DEFINED TERMS :
1. "Agreement." This Medical Provider Telemedical Agreement ("Agreement") shall consist of this Agreement as well as any and all Exhibits attached hereto, including but not limited to: Exhibit Aâ€”Scope of Services; Exhibit Bâ€”Payment Terms; Exhibit Câ€”Business Associate Agreement; Exhibit Dâ€”Agreement to Arbitrate.
2. "User." means each individual or entity (collectively, "Person" or "person") who browses or uses the Services for themselves or on behalf of another Person. User becomes a patient of MP when User engages MP for provision of telemedicine Services (e.g., has a telemedicine visit with a MP or makes an appointment for such visit, and/or completes forms concerning such visit even if User never has the telemedicine visit). User is never a patient of UrgiDoctor.
3. "Medical Provider" ("MP") means a doctor (MD or DO), nurse practitioner, physicianâ€™s assistant, or pharmacist or pharmacy or an entity which provides medical or pharmaceutical services, who has or which have the requisite necessary and appropriate valid license(s), are in good standing with all applicable licensing or related organizations in Qualifying States and who is/are accepted for registration on UrgiDoctor.
4. "UrgiDoctor "Services."
a. The definition of Services contained in this subsection are subject to the terms, conditions and limitations set forth in this Agreement and any Exhibit or Schedule attached hereto;
b. "Services" means UrgiDoctorâ€™s technical facilitation of the following:
i. Userâ€™s accessing and browsing the UrgiDoctorâ€™s Website or through the use of its Applications (mobile, desk and/or web- based);
ii. Userâ€™s registering/creating an account with UrgiDoctor;
iii. Userâ€™s search of UrgiDoctorâ€™s data bases and directories to find telemedicine practice areas, UrgiDoctor- listed MPs, an MPâ€™s availability at a given time, and or other information related to the MPâ€™s availability and willingness to provide follow up care after the telemedicine visit;
iv. Userâ€™s accessing or viewing Userâ€™s account and personal information, including protected health information (PHI);
v. Userâ€™s ability to engage in a telemedicine visit and certain post- visit communications with any User- selected MP; 2vi. Userâ€™s ability to pay for a telemedicine visit with an MP via UrgiDoctor, which may include but is not limited to payment directly to participating pharmacies for UrgiDoctor MP prescribed medications;
vii. Userâ€™s providing feedback regarding their experience concerning the Services; viii. Userâ€™s and MPâ€™s communications with each other;
ix. MPâ€™s ability to make notes regarding a Userâ€™s telemedical visit;
x. MPâ€™s ability to communicate prescriptions to a pharmacy; xi. Userâ€™s ability to access a secure portal in order to download a copy of Userâ€™s protected health information in accordance with federal law and any End User Agreement;
xii. MPâ€™s ability to signal to potential Users that MP is available or unavailable via the UrgiDoctor Website or the App;
xiii. Services do NOT include the provision of medical, pharmaceutical or insurance services to End Users by UrgiDoctor;
xiv. the Services are not intended to be used for and are not appropriate for the provision of emergency services.
c. The MP understands and agrees that the Services may not be available to all potential and actual End Users or to the MPs at all times during the Term of this Agreement and may change from time to time. By signing below, the MP acknowledges and agrees that:
i. Services may be restricted to End Users and/or MPs who use of certain types of hardware and/or certain types or versions of software. The Service will not be available on all mobile phones or computers or operating systems. Before registering as an MP, the MP agrees to carefully review the Companyâ€™s list of compatible equipment and software;
ii. Services may be interrupted, impacted or made impossible by poor internet connections and/or cell phone service;
iii. Services may be interrupted, impacted or made impossible by wireless or internet vendors;
iv.Wireless or Internet vendors and providers used by End Users or MPs may charge End Users or MPs for their standard fees as well as additional fees for downloading, installing or using the Service;
v. Services may be interrupted, impacted or made impossible by scheduled or emergency repairs or work on the UrgiDoctor system;
vi. Services may be modified, permanently or temporarily discontinued or suspended in whole or in part without notice to the MP or any third party.
5. "MP Content" means all data, text, information, materials, photos, graphics, images, artworks, logos, videos, audios, directories, listings, databases, and other content, including, without limitation, an MPâ€™s biographical information and an MPâ€™s pricing for telemedicine visits, MPâ€™s cancellation and "no show/no call" policies, link to MPâ€™s website, and the telemedicine Services provided by MP.
6."UrgiDoctor Content" means all data, text, information, materials, photos, graphics, images, artworks, logos, videos, audios, directories, listings, databases, and other contentâ€”including without limitation, the UrgiDoctor Website and App that UrgiDoctor provides as part of the Services. UrgiDoctor provides UrgiDoctor Content and other information relating to the Services as a convenience only.
7. "Federal Laws" (and Certain defined terms thereunder).
7.1 The UrgiDoctor Website and the App will be compliant with (i) Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA") codified at 45 CFR Part 160 and Subparts A and E of Part 164, with 45 CFR Parts 160, 162, and 164 setting forth the combined regulation text of all HIPAA Administrative Simplification Regulations and (ii) the Health Information Technology for Economic and Clinical Health Act, as amended ("HITECH") codified at 42 U.S.C. Chapter 156, Subchapter III, Parts A and B, Sections 17931-17953.
7.2 Personally, Identifiable Information ("PII"). "PII means information that can be used to distinguish or trace an individualâ€™s identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual." See 2 CFR Section 200.79, However, 2 CFR Section 200.79 notes that certain information is accessible via public sources, such as telephone books, public Web sites, and university listings and such information is considered "â€¦ Public PII and includes, for example, first and last name, address, work telephone number, email address, home telephone number, and general educational credentials."
7.3 HIPAA and HITECH are federal laws carried out through federal regulations that specifically address (i) PII that concerns a patientâ€™s health matters (e.g., diagnosis, treatment, payment) and (ii) protected health information ("PHI"), which of course is a type of PII. PHI means any health information that identifies a patient (so it is PII); but uniquely, PHI also means that such information is stored and transmitted electronically by HIPAA-covered entities or a business associate of a HIPAA-covered entity.
7.4 In performing under this Agreement, each Party will have access to certain PII of Users, and thus, access to certain PII (including PHI) of Users who become patients of MP by engaging MP for telemedicine Services in accordance with this Agreement. Essentially, HIPAA and HITECH require, subject to certain exceptions, covered entities and business associates (defined in one or both such laws) thereof to protect the privacy of each patientâ€™s PHI.
7.5 Note that, for ease of reference herein, this Agreement uses the terms protected health information or PHI when referring to such type of information, whether or not such information is stored or transmitted electronically. Also, note that references herein to PII include PHI.
7.6 When the context of provisions in this Agreement concern HIPAA matters or where the Partiesâ€™ performances under this Agreement concern confidentiality and non-disclosure matters that are specific to any PII that concerns any Userâ€™s health matters, the following terms in this Agreement shall have the same meaning as those terms in the federal HIPAA Rules: "breach," "data aggregation," "designated record set," "disclosure," "health care operations," "individual," "minimum necessary," "notices of privacy practices," "protected health information," "required by law," "secretary," "security incident," "subcontractor," "unsecured protected health information," and "use."
8. "Qualifying States." UrgiDoctor limits the Service to use by End Users and MPs in only certain states and only to End Users and MPs who are over the age of 18 and who have accepted applicable contract terms (including, for MPs, this Agreement).
D. EFFECTIVE DATE, TERM (Initial and Renewal) AND TERMINATION (Voluntary and Involuntary)
1. Effective Date. This Agreement will become effective as of the date the last Party signs the Agreement.
2. Initial Term. Unless voluntarily or involuntarily terminated earlier, this Agreement shall remain in effect for one (1) year from the Effective Date (the "Initial Term").
3. Renewal Term. Unless earlier terminated during an Initial or Renewal Term, this Agreement shall automatically renew for two, one (1) year periods ("Renewal Term).
4. Voluntary Termination. Either Party may voluntarily terminate this Agreement at any time for any reason upon thirty (30) daysâ€™ written notice to the other Party. A Partyâ€™s duty to make payments for work or services performed prior to the effective date of termination shall continue post termination.
5. Involuntary Termination. In addition to and without limiting any other termination rights set forth in this Agreement or available to either Party at law or in equity, a Party may terminate this Agreement immediately upon the occurrence of any of the following events:
a. if the other Party ceases to do business, or otherwise terminates its business operations; or,
b. if the other Party becomes insolvent or seeks protection under any bankruptcy, receivership, insolvency or comparable proceeding, or if any such proceeding is instituted against such Party; or,
c. subject to the force majeure provisions, if the other Party materially breaches this Agreement and fails to fully cure such breach within ten (10) days of the terminated partyâ€™s receipt of written notice describing such breach, or as soon thereafter as commercially practicable if the default or other violation cannot be cured within 10 days; or
d. if UrgiDoctor in its sole but reasonable determination (i) concludes that MPâ€™s actions or omissions to act may violate federal, state or local law, including but not limited to licensing laws and regulations; (ii) concludes that the MP failed to obtain or maintain required insurance coverages (including MPâ€™s failure to provide certificates of insurance when requested); (iii) concludes that the MPâ€™s actions or omissions may cause damage to the reputation or good name of UrgiDoctor (including but not limited to negative reviews by End Users and the arrest or conviction of a crime of moral turpitude); or (iv) concludes that MPâ€™s actions or omissions pose a reasonably foreseeable risk of harm to End Users or third parties.
6. Post-Termination or Expiration Duties, Obligations and Rights.
6.1 Upon expiration or termination of this Agreement, the departing MP shall immediately cease providing telemedicine Services via UrgiDoctor;
6.2 Upon expiration or termination of this Agreement, UrgiDoctor shall provide the departing MP and the End User with a link to securely download a copy of the applicable MPâ€™s records and the MP shall thereafter promptly and securely download the applicable records;
6.3 Upon expiration or termination of this Agreement, UrgiDoctor will promptly remove MPâ€™s Content and any reference to MP as a service provider from UrgiDoctorâ€™s Website and the App;
6.4 UrgiDoctor may access a former MPâ€™s electronic records stored on the UrgiDoctor platform/server for the purpose of gathering and providing records to the departing MP, as requested by the End User or MP, or as otherwise required by applicable laws, regulations or court order;
6.5 After securely providing the medical records to the departing MP and/or the End User, UrgiDoctor will promptly remove, archive or destroy all of such departing MPâ€™s records from UrgiDoctorâ€™s platform/server, unless and except as UrgiDoctor is required by applicable laws to retain such records of a departing MP;
6.6 MPâ€™s duties and agreement with respect to confidentiality and trade secrets, payment, indemnification and defense, arbitration, jurisdiction and venue shall survive expiration or termination of this Agreement.
E. RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES OF THE MP.
1. In addition to duties and obligations set forth elsewhere in this Agreement, MP shall have the following responsibilities under this Agreement:
a. Prior to becoming an UrgiDoctor MP, MP shall provide UrgiDoctor proof in a form acceptable to Urgidoctor that MP has all necessary, appropriate and valid certifications and/or license(s) necessary to perform telemedical services to End Users in one or more Qualified States as defined in Exhibit D to this Agreement;
b. MP shall maintain and keep all of the licenses and mandated insurance coverages in place, effective and valid and without interruption, for as long as MP provides telemedicine Services through UrgiDoctor;
c. MP shall immediately and in writing notify UrgiDoctor if MPâ€™s license(s) are revoked, suspended or restricted and/or if mandated insurance coverage lapses, is suspended or if the MP knows or reasonably suspects that the insurance carrier is or soon will be placed into liquidation.
d. MP shall provide accurate and complete MP Content for use on the UrgiDoctor App and Website.
e. MP agrees to adhere to any and all UrgiDoctor guidelines for End Users or MPâ€™s postings on publicly available portals, including but not limited to customer rating sites;
f. MP shall be solely responsible for the provision of telemedical services to End Users and Third Parties;
g. As of the date of this Agreement, the UrgiDoctor Services cannot be used to prescribe Schedule 3 or 4 medications/drugs and MP agrees that MP shall refrain from using the UrgiDoctor Service to prescribe and Schedule 3 or 4 medications/drugs until further written notice from UrgiDoctor;
h. MP shall be solely responsible for and shall in fact obtain all necessary and appropriate consents in writing from End Users and third parties for treatment for any and all service and treatment utilizing the UrgiDoctor Service;
i. MP understands and agrees that UrgiDoctor is a private pay system and does not accept or process payments through private insurance companies or Medicare or Medicaid. MP shall not represent to End Users or third parties that the UrgiDoctor system accepts payment through private insurance companies or Medicare of Medicaid and the MP shall affirmatively notify End Users and third parties that UrgiDoctor does not accept payments from insurance companies, Medicare or Medicaid;
j. MP shall be solely responsible for maintaining the security of MPâ€™s passwords and credentials and shall adhere to all commercially reasonable best practices and all applicable international, federal, state and local laws and regulations regarding the protection of 7personally identifiable information (PII) and protected health information (PHI) with respect to the provision of telemedical services using UrgiDoctor; k. MP shall not infringe on the intellectual property rights of third parties in the submission of MP Content;
l. MP shall comply with all international, federal, state and local laws and regulations regarding the provision of telemedical services through UrgiDoctor.
m. MP shall defend, indemnify and hold harmless UrgiDoctor and all of UrgiDoctorâ€™s owners, officers, employees, agents, assigns and attorneys (collectively "Indemnitees") from and against any and all losses, damages, liabilities, fines, fees, penalties, costs, expenses (including but not limited to reasonable attorneysâ€™ fees) claims, and regulatory, litigation or arbitration costs arising out of or related to any allegations, rights, claims actions of any kind arising out of or related to: (i)-injury (including death) or damage to real, tangible or intangible property caused by MP or MPâ€™s agents or contractors actions or inactions; ii) the MPâ€™s use of the Service; (iii) MPâ€™s violation of any international, federal, state or local law in connection with MPâ€™s or MPâ€™s patientâ€™s use of the Service; (iv), arising out of or connected to MPâ€™s breach of this agreement; and/or (v) MPâ€™s provision of telemedical services to End Users or third parties who were introduced to MP through the UrgiDoctor Services
2. Mutual Representations and Warranties. Each Party represents and warrants that it has the authority and the right to enter into this Agreement and that, by doing do so, is not violating any agreement or other obligation the Party has to any other individual or entity.
F. TELEMEDICINE RESTRICTIONS
1. Telemedicine Service Practice Area Restrictions. MPs shall not hold themselves out as specialists or subspecialists in any particular area of patient care unless they are Board Certified or Board Eligible.
2. UrgiDoctor reserves the right to add to or eliminate practice areas in the future, with or without notice.
3. MP understands and agrees that Services are not intended to be used to deliver emergency medical services and the MP agrees to refer and instruct End Users and Potential End Users in need of emergency medical care to call 911 or to visit the nearest emergency room as the MP in MPâ€™s best professional judgment deems appropriate.
4. MP understands and agrees that MP will only provide telemedical services in those States in which MP is legally authorized to do so and only in Qualifying States.
5.Prescription Drug Restrictions. UrgiDoctor does not permit MPs to use the Service to prescribe Schedule 3 or 4 medications at this time.
G. MP FEES TO END USERS; PAYMENTS FOR TELEMEDICINE VISITS.
1. MPâ€™s fees are paid by End Users through the Service. Each MP in MPâ€™s sole discretion sets MPâ€™s own fees for telemedicine visits using the Service. MP shall set the fee by entering the MPâ€™s rates into the UrgiDoctor Service portal for MPs. MP alone is responsible for proofing and saving the desired MP fee for use with the Service.
2. MPâ€™s fees for telemedicine services using the Service shall be a flat fee (MPâ€™s TM Fee) per each separate and distinct telemedicine visit (the "MPâ€™s TM visit"). A separate and distinct MP TM visit includes a live audio/visual interaction with the End User using the Service and chat sessions (if any) using the Service for up to sixty minutes before the start of the live audio/visual session with the End User and sixty minutes after the end of the audiovisual session.
3. Each MPâ€™s TM Fee shall be clear and transparent and posted using the Service so that the End User may view it prior to engaging in any telemedicine visit.
4. MP understands and agrees that UrgiDoctor is a private pay system and MP will not accept or communicate that UrgiDoctor will accept payments through insurance, Medicare, Medicaid or similar third-party payment programs.
5. MPâ€™s TM Fees for each MP TM visit shall include: a. all audiovisual and chat session the End User during MPâ€™s TM visit; b. medical notations into the End Userâ€™s records during and after the MPâ€™s TM visit; c. writing and submitting prescriptions (where appropriate) through the Service.
6. MPâ€™s TM Fees shall not include the cost of pharmaceutical medications prescribed (if any) and the MP shall so state in MPâ€™s communications with End Users.
7. MPâ€™s TM fees for MPâ€™s TM visit shall be processed through the Service using Stripe or the electronic payment system then used by UrgiDoctor to Deliver the Service.
8. Stripe or a third-party payment processor then used by UrgiDoctor shall collect fees for telemedicine services provided through the Service. The MP shall receive the entire payment collected for telemedicine services provided by the MP, less the fees charged by the third-party payment processor for its services as well as sales taxes and other governmental fees for the transaction (if applicable). No withholdings shall be made for the MPâ€™s income. The MP is solely responsible for reporting and paying all state and federal income tax charges.
9. The End User shall be charged a fee at the time a TM visit is scheduled.
10. MP has the ability to reduce the price after the visit. MP cannot increase the price for a unique visit more than what was initially advertised after the unique visit.
11. An MP TM visit shall be deemed complete, and thus payment ready for processing and release, when the MP completes and submits the record of the MP TM visit through the Service. At that point the record of the MPâ€™s TM visit shall be closed.
12. If an End User is a "No Show" or otherwise fails to appear for an arranged telemedicine appointment with the MP, a cancellation fee shall be collected by the third-party payment processor and remitted to the MP as set forth above.
13. All payment records shall be maintained by the third-party processor in accordance with the third-party processorâ€™s rules.
14. UrgiDoctor shall create an electronic health record of the MPâ€™s visit which includes photographs and written communications by and between the End User and the MP associated with the MP TM visit. No video or audio records will be created, stored or maintained by UrgiDoctor.
15. At the conclusion of the MP TM visit, UrgiDoctor shall make available for a secure download to the End User and to the MP a copy of the record of the MP TM visit.
H. URGIDOCTOR FEES TO MP
1. UrgiDoctor may charge the MP a one-time set- up fee to use the Service, which will depend on the level of customization and add-on features selected by the MP as set forth in Exhibit B;
2. UrgiDoctor shall charge the MP a monthly subscription fee as set forth in Exhibit B;
3. UrgiDoctor may charge the MP a fee each time an End User engages with the MP for a unique telemedicine encounter as set forth in Exhibit B;
4. UrgiDoctor reserves the right to change its subscription fees upon thirty (30) days notice;
5. UrgiDoctor shall collect fees in advance, with no credit given for partial months;
6. UrgiDoctor does not and cannot guarantee any level of TM fees for the MP.
7. Fees charge by UrgiDoctor shall be made through a third-party payment service provider or by ACH and are due on or before the first day of each month in which the Service is used.
8. UrgiDoctor reserves the right, in accordance with all applicable laws and regulations, to suspend the Medical Providerâ€™s use of the Service if payment is not made on or before the fifth (5 th ) business day of each month.
9. UrgiDoctor may charge a Service reconnection fee if MP decides to use the service again
I. INDEMNIFICATIONS; LIMITATIONS OF LIABILITY; DISCLAIMERS
1. MPâ€™s Indemnification of UrgiDoctor. MP agrees to indemnify and hold harmless UrgiDoctor and its officers, directors, shareholders, employees, independent contractors, workers, agents, attorneys, representatives, affiliates, investors, customers, suppliers, vendors, and successors and assigns from and against any and all claims, demands, rights, costs, expenses (including, but not limited to, reasonable attorneys' fees), compensation, and causes of action of whatever kind and nature, including bodily and personal injuries and death, and destruction of or damage to property directly or indirectly solely caused by MP and/or its officers' directors', shareholders', employees', independent contractors', workersâ€™ agents', attorneysâ€™ representatives', affiliates', investorsâ€™, customersâ€™, suppliersâ€™, vendorsâ€™, and/or successors' and/or assigns' (collectively, "MPâ€™s Representatives") violation of this Agreement, including but not limited to, violation of any representations or warranties made by MP herein; negligent acts or omissions; infringement of any third-Party intellectual property rights in connection with this Agreement; or willful misconduct in connection with this Agreement, including, but not limited to, MPâ€™s or MPâ€™s Representatives' performances hereunder. The indemnities herein by MP to UrgiDoctor shall continue in full force and effect notwithstanding the termination of this Agreement, whether by expiration of time, by operation of law or otherwise.
2. UrgiDoctorâ€™s Indemnification of MP. UrgiDoctor agrees to indemnify and hold harmless MP and its officers, directors, shareholders, employees, independent contractors, workers, agents, attorneys, representatives, affiliates, investors, customers, suppliers, vendors, and successors and assigns from and against any and all claims, demands, rights, costs, expenses (including, but not limited to, reasonable attorneys' fees), compensation, and causes of action of whatever kind and nature, including bodily and personal injuries and death, and destruction of or damage to property directly or indirectly solely caused by UrgiDoctorâ€™s and/or its officers' directors', shareholders', employees', independent contractors', workersâ€™ agents', attorneysâ€™ representatives', affiliates', investorsâ€™, customersâ€™, suppliersâ€™, vendorsâ€™, and/or successors' and/or assigns' (collectively, "UrgiDoctorâ€™s Representatives") violation of this Agreement, including but not 11limited to, violation of any representations or warranties made by UrgiDoctor herein; negligent acts or omissions; or willful misconduct in connection with this Agreement, including, but not limited to, UrgiDoctorâ€™s or UrgiDoctorâ€™s Representatives' performances hereunder. The indemnities herein by UrgiDoctor to MP shall continue in full force and effect notwithstanding the termination of this Agreement, whether by expiration of time, by operation of law or otherwise. EXCEPT THE OBLIGATIONS UNDER THIS
3. LIMITATION OF LIABILITY. AGREEMENT CONCERNING (I) INDEMNIFICATION, (II) LIMITATION OF LIABILITY, (III) DISCLAIMER, (IV) REPRESENTATIONS AND WARRANTIES, (V) CONFIDENTIALITY AND NON-DISCLOSURE, (VI) NON-SOLICITATION, AND (VII) LIABILITIES ARISING FROM INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF THIS AGREEMENT WITHOUT LIMITATION, LOSS OF PROFITS AND REVENUES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4. NO URGIDOCTOR WARRANTIES; EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, URGIDOCTOR MAKES NO WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER AND URGIDOCTOR EXPRESSLY DISCLAIMS IMPLIED WARRANTIES OF ANY TYPE. FURTHERMORE AND NOTWITHSTANDING THE FOREGOING DISCLAIMERS AND IN ADDITION THERETO, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, URGIDOCTOR MAKES NO, AND EXPRESSLY DISCLAIMS ALL, WARRANTIES WITH RESPECT TO THE SERVICES, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE, AS WELL AS ALL WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE IN TRADE. IN ADDITION TO ALL DISCLAIMERS OF URGIDOCTOR SET FORTH ABOVE , URGIDOCTOR DOES NOT WARRANT: (i) THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; (ii) THAT ANY DEFECT OR ERROR WILL BE CORRECTED; (iii) THAT THE SERVICES WILL BE SECURE AND FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (iv) THAT ANY CONTENT OR INFORMATION PROVIDED BY OR THROUGH OR AS PART OF THE SERVICES WILL BE CURRENT OR ACCURATE; (v) AGAINST ANY LOSS OR CORRUPTION OF ANY DATA OR SUBMISSIONS PROVIDED BY USERS OR MP VIA THE APP AND/OR URGIDOCTORâ€™S WEBSITE.
This "No-UrgiDoctor Warranty; Disclaimers" provision is notwithstanding and in addition to any other disclaimers or express rejection of warranties set forth elsewhere in this Agreement.
1. Any notices to be given hereunder by either Party to the other may be effected either by personal delivery; by U.S. mail, registered or certified, postage prepaid with return receipt requested; by overnight courier service; or by confirmed facsimile. Mailed notices shall be addressed to the Parties at the addresses appearing in the introductory paragraph of this Agreement, but each Party may change that address by written notice in accordance with this paragraph. Either Party may change its facsimile number or email address by written notice in accordance with this paragraph. The Parties agree that, for the sole purpose of change of physical or email addresses or facsimile numbers for notice purposes, this Agreement shall be deemed automatically amended by any such written document designating an address(es) or number other than as set forth herein. Email notices are for courtesy copies only.
2. Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of seven (7) days after the date of mailing; notices sent via overnight courier service shall be deemed received the next business day; facsimile notices shall be deemed received upon sender's receipt of a 'confirmation of transmission' report; and emailed notices shall be deemed received when sent.
Attn: PresidentAttn: _____________
Email Address: Urgidoctor@gmail.com
(for courtesy copies)Email Address:(for courtesy copies)
1500 Oglethorpe Ave___________________
Athens, GA 30606___________________
Fax: 706-850-6389Fax: ___________________
K. MANDATORY INSURANCE COVERAGES FOR MP
1. MP individually, and if MP is an entity for all medical personnel who provide telehealth services for End Users, agrees to agrees to maintain and keep current during the term of this Agreement and any renewals hereunder a Professional Malpractice insurance policy which contains coverage for telemedicine with a carrier which has an AM Best rating of "A" or higher in the minimum amount of $1- 13million individually and $3-million in the aggregate to cover any negligent acts or omissions committed by MP or its owners, employees, independent contractors, workers, or agents during the performance of any duties under this Agreement. MP shall name UrgiDoctor as an additional insured on MPâ€™s General Liability insurance policy.
2. MP agrees to maintain and keep current during the term of this Agreement a cybersecurity policy with $3-million dollars in coverage, such policy to include 1 st party and 3 rd party coverages.
L. PROPRIETARY RIGHTS.
1. The UrgiDoctor Website, the App, and all UrgiDoctor Content, as well as all Services that are directly provided by UrgiDoctor, which are all Services except telemedicine Services are UrgiDoctorâ€™s proprietary intellectual property; and to the extent that any of the foregoing contains components that are not public, such components constitute Confidential Information of UrgiDoctor and shall be treated hereunder accordingly.
2. MPâ€™s Content is MPâ€™s proprietary intellectual property and, to the extent that any of MP Content contains components that are not public, such components constitute Confidential Information of MP and shall be treated hereunder accordingly.
3. Neither Party shall, by virtue of this Agreement or the Partiesâ€™ business relationship described herein, have or acquire any ownership or other proprietary interest or rights in or to any of the other Partyâ€™s proprietary property.
M. PROTECTION OF PERSONAL DATA.
1. The UrgiDoctor Website and the App will be compliant with (i) Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA") codified at 45 CFR Part 160 and Subparts A and E of Part 164, with 45 CFR Parts 160, 162, and 164 setting forth the combined regulation text of all HIPAA Administrative Simplification Regulations and (ii) the Health Information Technology for Economic and Clinical Health Act, as amended ("HITECH") codified at 42 U.S.C. Chapter 156, Subchapter III, Parts A and B, Sections 17931-17953.
2. The MP agrees that MP will use the Service and conduct telemedicine visits in a manner which complies with HIPAA and HITECH privacy laws.
N. GENERAL PROVISIONS.
1. Entire Agreement; Amendment. This Agreement supersedes any and all agreements, either oral or in writing, between the Parties hereto and contains all of the covenants and agreements between the Parties with respect to the subject 14matter hereof. Each Party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any Party, or anyone acting on behalf of any Party, which are not embodied herein and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. Except as expressly set out in the Notice Section above, and elsewhere in this Agreement, if anywhere else, any modification or amendment of this Agreement will be effective only if it is in writing signed by the Party to be charged.
2. Severability. If any provision of this Agreement is held by a court of competent jurisdiction or an arbiter to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. Furthermore, to the extent permitted by applicable law and to the extent it is practical to do so, the invalid, void, or unenforceable provision(s) or language shall be deemed automatically modified so that such provision(s) or language is valid and enforceable.
3. Arbitration. Except as otherwise set forth in this Agreement, any and all disputes, controversies, claims or other matters in question between the Parties arising out of this Agreement, including all issues of fact and law as well as questions relating to arbitrability of a claim, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "Commercial Arbitration Rules"). Without limiting the generality of the foregoing, "Claims" shall also include any dispute, controversy, claim or other matter in question arising out of or related to this Agreement or any document or agreement contemplated herein or executed in connection herewith, it being the purpose and intent hereof to evidence the agreement of the Parties hereto to submit all Claims to arbitration. Notice of demand for arbitration shall be filed in writing with the other Parties to this Agreement as to whom the Claim is alleged and with the American Arbitration Association (the "AAA"). The arbitration proceeding shall be conducted by one disinterested neutral arbitrator who shall be appointed from a panel in accordance with the Commercial Arbitration Rules of the AAA that are in full force and effect at such time; provided however, that if a neutral arbitrator cannot be selected and appointed by the Parties to the dispute from the first list of names submitted by the AAA, the AAA shall submit to each Party to the dispute a second list of names of persons chosen from the panel, and if a neutral disinterested arbitrator cannot be appointed for any reason from said second list (and in any event within 30 days of the date a claim is brought), then the AAA shall then be deemed authorized and directed to and shall select and appoint, on behalf of all Parties to the dispute, one disinterested neutral arbitrator (but in no event shall the AAA appoint an arbitrator whose name has previously been rejected by the Parties to the dispute). All persons submitted as prospective arbitrators by the AAA shall be persons having substantial knowledge of substantive commercial laws and the general issues in question for arbitration. Any arbitration shall be held in Atlanta, Georgia, or such other place upon which the Parties may agree. The arbitrator shall have the authority to award any remedy or relief that a court in Georgia could order or grant, including, without limitation, specific 15performance, issuance of an injunction, or imposition of sanctions for abuse or frustration of the arbitration process. Notwithstanding the foregoing, any arbitration shall be governed by and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. Â§Â§ 1-16.
4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia.
5. Captions; Headings. The captions or headings provided in this Agreement are for convenience only and shall not be deemed to be a part of this Agreement.
6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.
7. Assignment. Neither Party may assign this Agreement or any of the Party's duties or obligations hereunder without the prior express written consent of the other Party.
8. Masculine/Feminine/Inanimate Pronouns. In this Agreement, the use of masculine, feminine, or inanimate (e.g., "its") pronouns shall be deemed to be interchangeable and fungible terms, with one such term meaning the same as the other terms.
9. Waiver. The waiver or failure of either Party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement.
10. No Third-Party Beneficiaries. This Agreement inures to the benefit of MP and UrgiDoctor only, and no third Party shall enjoy the benefits of this Agreement or shall have any rights under it except as is expressly provided in this Agreement.
11. Relationship of Parties to Each Other. Notwithstanding anything to the contrary in this Agreement, UrgiDoctor and MP are independent contractors to each other hereunder, and this Agreement does not and shall not create any partnership, joint venture, employment relationship, or any other like relationship between UrgiDoctor and MP.
12. Non-Exclusivity. Nothing in this Agreement, shall be construed as precluding or limiting in any way the right of UrgiDoctor to develop one or more other telemedicine app or to provide other lawful services of any kind or nature whatsoever to any person as UrgiDoctor deems appropriate. Likewise, nothing in this Agreement, shall be construed as precluding or limiting in any way the right of MP to provide telemedicine services via one or more businessâ€™ telemedicine app or website or to provide other lawful services of any kind or nature whatsoever to any person as MP deems appropriate.
13. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns.
14. Survival. The following provisions/language of this Agreement shall survive termination of this Agreement: (i) post-termination, (ii) indemnification (iii) confidentiality and non-disclosure, (iv) licensing fee, (v) notices, (vi) arbitration, (vii) insurance, (viii) representations and warranties, (ix) compliance with HIPAA and HITECH, (x) no-UrgiDoctor warranties; disclaimers, (xi) limitation of liability, (xii) this General Provisions Section (including but not limited to arbitration and choice of law), (xiii) any provisions defining or describing terms used in this Agreement, and (xiv) any other provisions that are expressly said to survive termination of this Agreement or that by their nature survive termination of this Agreement.
[Signatures are on the next page.]
IN WITNESS WHEREOF, duly authorized representatives of UrgiDoctor and MP have freely and voluntarily executed this Agreement as of the date and year first above written, which is the Effective Date of this Agreement.
By: Dr. Deepak Das, MD
(Template Instructions: If MP is an entity, use this signature block.)
_________________________________ Printed or typed name and title:
(Template Instructions: If MP is an individual, use this signature block.)
Printed or typed name:
EXHIBIT A (SCOPE OF WORK)
This Exhibit A (the "SOW") is attached to and incorporated into the Medical Provider Telemedical Agreement (the "Agreement") by and between UrgiDoctor, LLC ("UrgiDoctor"), a Georgia limited liability company ("UrgiDoctor," the "Company" or "We/Our") and _______________, ("Medical Provider," "MP" or "You/Your"). All terms used in this Exhibit have the meanings given to them in the Agreement. The terms of the Agreement are incorporated into this Exhibit, each MP signing this Exhibit agrees to all terms of the Agreement.
UrgiDoctor will provide the following Services to Medical Provider
a. Online Services.
UrgiDoctor will provide the software and cloud services necessary to allow the Medical Provider to find and provide remote non- emergency medical services to patients and potential patients. All Online Services are conditioned on the MP using Apple products to access UrgiDoctor.
i. Allowing MPs to be available on all of UrgiDoctorâ€™s data bases and directories to be found by current or potential patients;
ii. Providing a space to allow the MP to show their availability at a given time, and or other information related to the MPâ€™s availability and willingness to provide follow up care after a telemedicine visit;
iii. Allow the MP to store patient personal information, including protected health information (PHI) on UrgiDoctorâ€™s cloud servers;
iv. Allow the MP to engage in a telemedicine visit and certain post-visit communications with any User- selected MP;
v. Allow the MP to receive payments from patients for medical services;
vi. Allow patients to provide feedback regarding their experience concerning Medical Services provided by MPs;
vii. Allow the MP to communicate with Patients through UrgiDoctorâ€™s online cloud based platform via instant message, audio/video calls, and e-mail;
viii. Allow the MP to make and store confidential notes about patients and send prescriptions to pharmacists before, during, and after a telemedicine appointment with a patient.
ix. Allow MPâ€™s to send prescription to a pharmacy on behalf of a patient;
x. Allow MPâ€™s to store protected health information in a manner that allows patients to access a secure portal in order to download a copy of said patientâ€™s protected health information in accordance with federal law;
xi. Allow MP to gather and store certain medical and fitness wearable tracker information in MP notes. Please refer to the website for compatible equipment and software. UrgiDoctor will not support all wearables or all versions of software.
b. Account Manager. UrgiDoctor will provide the services of an account manager ("Account Manager") to manage installation and performance of the Services under this Exhibit A. The Account Manager is to serve as the MPâ€™s primary point of contact for the implementation of the Online Services.
c. Management of the Services. In addition to providing the Online Services, UrgiDoctor will be responsible for the following activities:
i. Maintaining an up-to-date physician database on all UrgiDoctor websites. ii. Monitoring and communication of potential issues that may delay or interrupt the Online Services.
iii. Coordination and communication of technology upgrades and maintenance, communicate potential associated down- times in the provisal of the Online Services.
iv. Facilitation of compliance with HIPAA and other physician documentation requirements.
d. Optional Services.UrgiDoctor shall provide the following optional services if the Medical Providers elects to do so. (i) UrgiDoctor shall arrange for the personalizing of the MPâ€™s landing page on the UrgiDoctor database and website for use by potential Users, Users, and the MP for a fee described in Exhibit B.
e. Excluded Services. This Exhibit does not include the following services: (i) UrgiDoctor shall not provide any Services or Support to MPs for Windows software and products. (ii) None of the Services in this Exhibit or in the Agreement are for the provision of emergency medical services to any person. (iii) The Services provided are subjected to occasional downtime for maintenance and as a result of unforeseen technical issues. UrgiDoctor does not guarantee or warrant 24/7 access to the Services.
IN WITNESS WHEREOF, duly authorized representatives of UrgiDoctor and MP have freely and voluntarily executed this Exhibit as of the date and year first above written, which is the Effective Date of the Agreement.
URGIDOCTOR, LLCTemplate Instructions: If MP is an entity, use this signature block.)
Dr. Deepak Das, MD
Its: CEOBy: ___________________________________
Printed or typed name and title:
(Template Instructions: If MP is an individual, use this signature block.)
Printed or typed name:
EXHIBIT B (PRICING & OPTIONS)
This Exhibit B is attached to and incorporated into the Medical Provider Telemedical Agreement (the "Agreement") by and between UrgiDoctor, LLC ("UrgiDoctor"), a Georgia limited liability company ("UrgiDoctor," the "Company" or "We/Our") and _________________________, ("Medical Provider," "MP" or "You/Your"). All terms used in this Exhibit have the meanings given to them in the Agreement. The terms of the Agreement are incorporated into this Exhibit, each MP signing this Exhibit agrees to all terms of the Agreement.
UrgiDoctor is providing pricing as a menu of services according to category. Pricing includes all associated offerings and all line items prices and costs necessary for the Services as described in Exhibit A.
DescriptionCostsUnit of MeasureSelection
Premium Services$299.00Monthly Flat RateIncludes unlimited visits
Standard Services$199.00Monthly Fee Plus Per-Encounter FeeBase Rate of $199.00 per month plus $15 per encounter per patient
Personalized Landing Page$250.00Flat FeeMP provides text and pictures for site
Standard Landing PageNo ChargeN/AMP chooses site based on then current offerings by UrgiDoctor
___________________________________Template Instructions: If MP is an entity, use this signature block.)
Template Instructions: If MP is an entity, use this signature block.)
Dr. Deepak Das, MD
Printed or typed name
Printed or typed name
EXHIBIT C (CONFIDENTIALITY, BUSINESS ASSOCIATE AGREEMENT)
Confidentiality and Non-Disclosure; Business Association Terms regarding HIPAA and HITECH.
In the performance of this Agreement, each Party hereto may obtain, have access to, or develop certain information, which is considered by such Party to be proprietary and confidential, which is not generally known other than by such Party, and which provides commercial advantage to such Party and which information includes, without limitation, information about a Partyâ€™s business operations or financial condition and a Partyâ€™s Trade Secrets (defined below) (collectively, the "Confidential Information"). With regard to the exchange of or access to Confidential Information hereunder, UrgiDoctor and. MP each shall be a "receiving Party" and a "disclosing Party", depending upon whether UrgiDoctor or MP owns the particular Confidential Information.
Third-Party Information. Each Party understands that the other Party has received and, in the future, will receive from third Parties confidential or proprietary information ("Third Party Information") subject to a duty on each Party as the recipient of Third-Party Information to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Term of this Agreement and thereafter, the receiving Party will hold Third-Party Information in the strictest confidence and will not disclose any third-Party Information to anyone, except as expressly set forth below in this Section 5.
"Trade Secrets" means information, without regard to form, including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers which is not commonly known by or available to the public and which information:
i. derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other individuals or entities who can obtain economic value from its disclosure or use; and
ii. is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality.
"Confidential Information" shall not include any information:
i. that was in the public domain prior to the date of this Agreement or subsequently came into the public domain through no act or omission or fault of the receiving Party, or that was in the public domain at the time of disclosure to the receiving Party;
ii. that was lawfully disclosed to the receiving Party by a third Party having the independent right to disclose such information and, at the time of such disclosure, such third Party was not known by the receiving Party to be under any obligation of confidence to the disclosing Party;
iii. that was already known to the receiving Party prior to and at the time of disclosure to the receiving Party by the disclosing Party or by a third Party on behalf of and at the direction of the disclosing Party, as evidenced by written documents in the receiving Partyâ€™s possession at the time of disclosure;
iv. that is subject to a requirement by or under the law, as such situation is described more fully later in this Section. 5, which description, among other things, sets forth the process for such disclosure by the Party being so compelled to make such disclosure; and
v. that is independently developed by employees, consultants, agents, affiliates, or the like of the receiving Party without any reliance upon or reference to the disclosing Partyâ€™s Confidential Information, which by definition herein includes Confidential Information and Trade Secrets, as such terms are defined herein.
Each Party hereto shall bear the burden of showing that any of the foregoing exclusions applies to any information or materials of such Party.
Neither Party hereto shall, without the disclosing Partyâ€™s prior written permission, use for any purposes, unless it is in connection with this Agreement, or reveal or make available to any individual or entity any Confidential Information of a disclosing Party or any Third Party Information, unless such use or disclosure is legally required to be disclosed, provided that the Party subject to such requirement promptly provides, if allowed by law, written notification to the Party owning such Confidential Information or to the owner of any such Third Party Information of such requirement so that such owner may obtain a protective order, seek any other appropriate remedy available at law or in equity, and/or waive compliance with this confidentiality provision specifically and solely with regard to the subject of this paragraph, meaning that any such waiver will be limited to and apply only with regard to the subject of this paragraph. In the event that such protective order or other remedy is not obtained, and/or regardless of whether or not the owner of the Confidential Information or Third-Party Information waives compliance with this confidentiality provision, the Party who is sFubject to such legal disclosure requirement, agrees to disclose only that portion of the information of the owner of the subject Confidential Information or Third-Party Information which the Party subject to such requirement of disclosure is advised by written opinion of counsel is legally required to be disclosed and agrees to exercise best efforts to obtain assurances that confidential treatment will be accorded such information.
Each Party hereto shall limit access to the Confidential Information of the other Party hereto and shall limit access to Third Party Information to the receiving Partyâ€™s employees, officers, directors, agents, affiliates, joint ventures, independent contractors, representatives, and advisors (collectively the "Representatives") to whom disclosure is necessary for the performance of this Agreement and who have been informed of and agree to be bound by the obligations of confidentiality and non- disclosure set forth in this Section 5. Notwithstanding any given Representativeâ€™s agreement to be bound by this Section 5, the Parties hereto agree to be responsible for any breach by their respective Representatives of the confidentiality and non-disclosure obligations.
Neither Party hereto shall disclose the terms of this Agreement or business, financial, technical, pricing or other information about the other Party hereto that the other Party hereto has made known is or would be understood by a reasonable business individual or entity to be of a confidential nature.
The Parties hereto acknowledge and agree that remedies at law for any actual or threatened breach by a Party hereto of the terms, conditions, and/or covenants contained in this Section 5 would be inadequate and that the complaining Party shall be entitled to equitable relief, including injunction and specific performance, in the event of any breach of the provisions of this Section 5, in addition to all other appropriate remedies available to the complaining Party at law or in equity.
The Parties hereto agree that neither of them (other than as explicitly provided herein) will, at any time during the term of this Agreement or after the termination of this Agreement, use, reveal or divulge any Trade Secrets concerning the other Party hereto for as long as such information qualifies as Trade Secrets. Further, the Parties hereto agree that, for a period of three (3) years from the Effective Date of this Agreement, and other than as explicitly provided herein, neither Party hereto will use, reveal or divulge any Confidential Information (which does not constitute a Trade Secret under applicable law) concerning the other Party hereto.
The receiving Party's obligations with regard to Third-Party Information shall commence upon the receiving Party's initial receipt of the Third-Party Information and shall extend with regard to all Third-Party Information until two (2) years after the disclosing Party's confidentiality duties regarding a particular item of Third-Party Information expire. Thereafter, the receiving Party's obligations hereunder shall survive and continue in effect with respect to any Third-Party Information that is a Trade Secret or is otherwise protected for a longer period of time under applicable law. The receiving Party shall be responsible for contacting disclosing Party's corporate counsel to determine whether a particular item of Third-Party Information is still protected under a confidentiality or non-disclosure agreement to which disclosing Party is a Party.
Notwithstanding and in addition to the confidentiality and non-disclosure obligations set forth above, the following HIPAA obligations supplement the foregoing 25where the Confidential Information is or includes any PHI or other PII of any User (who becomes MPâ€™s patient upon engaging MP for telemedicine Services hereunder). The following HIPAA requirements, as well as applicable HITECH requirements supersede the above confidentiality and non-disclosure obligations to the extent of a conflict between HIPAA or HITECH, respectively, and the above confidentiality and non- disclosure obligations.
Given the immediately preceding paragraph, each Party agrees that it will:
a. Not use or disclose Confidential Information (including, but not limited to, protected health information or PHI) other than as permitted by this Agreement or as legally required;
b. Use appropriate safeguards, including but not limited to those safeguards that would be required for compliance with Subpart C of 45 CFR Part 164 with respect to electronic PHI, to prevent use or disclosure of PHI other than as provided for by the Agreement;
c. Immediately (as soon as practicable and no later than twenty-four hours after UrgiDoctor or MP, as the case may be, becomes aware) report to the other Partyâ€™s representative for privacy matters any use or disclosure of Confidential Information, including but not limited to PHI, where such use or disclosure is not permitted by this Agreement, including but not limited to known or suspected breaches of unsecured protected health information as required by 45 CFR 164.410, and any security incident of which you become aware. UrgiDoctorâ€™s representative for privacy matters is _______, who may be contacted at ______________; and MPâ€™s representative for privacy matters is _______, who may be contacted at ______________.
d. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any subcontractors that create, receive, maintain, or transmit PHI on either Partyâ€™s behalf agree to the same restrictions, conditions, and requirements that apply to the given Party;
e. If applicable for either Partyâ€™s duties with regard to this Agreement or if legally required, make available PHI in a designated record set to the other Party as necessary to satisfy a covered entityâ€™s obligations under 45 CFR 164.524;
f. If applicable for either Partyâ€™s duties with regard to this Agreement, make amendments to PHI in a designated record set as directed or agreed to by the other Party pursuant to 45 CFR 164.526, or take other measures necessary to satisfy a covered entityâ€™s obligations under 45 CFR 164.526;
g. Maintain and make available information required to provide an accounting of disclosures to the other Party as necessary to satisfy the covered entityâ€™s obligations under 45 CFR 164.528;
h. With regard to either Partyâ€™s carrying out their own obligations or carrying out the other Partyâ€™s obligations on such other Partyâ€™s behalf under Subpart E of 45 CFR Part 164 (if such obligations apply to either Party), comply with the requirements of Subpart E that apply to UrgiDoctor or to MP, as the case may be, in the performance of such obligations; and
i. Each Party shall make its internal practices, books, and records available to the other Partyâ€™s representative for privacy matters for purposes of determining compliance with the HIPAA rules and HITECH, if applicable; and 27Exhibit D (Qualified States)
This Exhibit D is attached to and incorporated into the Medical Provider Telemedical Agreement (the "Agreement") by and between UrgiDoctor, LLC ("UrgiDoctor"), a Georgia limited liability company ("UrgiDoctor," the "Company" or "We/Our") and _______________, ("Medical Provider," "MP" or "You/Your"). All terms used in this Exhibit have the meanings given to them in the Agreement. The terms of the Agreement are incorporated into this Exhibit, each MP signing this Exhibit agrees to all terms of the Agreement.
The following is a list of "Qualified" States" Qualified States