Contract Terms and Conditions

Detroit Medical Center General Contract Terms and Conditions

1.00 Effective Date

1.01 The initial term of this Agreement commences on (fill in date) and shall continue in full force for a period of __________________ months, until expiration on (fill in date) (the “Initial Term”) unless it is terminated earlier by either party pursuant to Subsections 1.02 or 1.03 below.

1.02 During the Initial Term of this Agreement, or any renewal thereof, either party may terminate this Agreement immediately upon the occurrence of any of the following events i) the other party has failed to cure a breach of this Agreement within thirty (30) days after receiving written notice thereof; (ii) the other party instituted proceedings under bankruptcy or insolvency laws, for corporate reorganization, receivership, dissolution or similar proceedings; (iii) proceedings under bankruptcy or insolvency laws, for corporate reorganization, receivership, dissolution or similar proceedings pending against the other party for more than ninety (90) days; (iv) the other party makes general assignment for the benefit of creditors’ (v) the other party becomes insolvent; or (vi) either party ceases to conduct business relevant hereunder.

1.03 This Agreement may be terminated prior to expiration by either party upon ninety (90) days written notice, with or without cause.

1.04 If Contractor continues to provide products, services or equipment after the Primary Agreement has expired, without an extension or renewal, all such products, services or equipment purchased shall be deemed furnished on a month-to-month basis and this Agreement shall remain in full force and effect during such month-to-month extension period.

2.00 Products and Services

2.01 Vendor shall provide the products/services specified in Exhibit B as requested by the DMC and from time to time. The parties agree that all products/services provided under this Agreement shall be purchased by DMC from Vendor and supplied by Vendor to DMC in accordance with these General Terms and Conditions.

2.02 Consolidated reports of usage for all entities will be provided to DMC Contract Administration upon request.

2.03 All products/services provided hereunder shall be of like kind and quality as any sample, model, description or catalog provided to DMC.

2.04 DMC has established an Environmental Management System (“EMS”), which is committed to continuous improvement, prevention of pollution and compliance with relevant environmental regulations and requirements. Vendor has read the DMC’s Environmental Statement and agrees to comply, if applicable, with the requirements of the EMS and the DMC environmental policy attached hereto as Exhibit C and incorporated herein by this reference.

If applicable, Vendor or subcontractor performing services on-site shall provide a list of all materials or products that would significantly affect the environment, along with a copy of applicable licenses and/or permits, as well as specific handling and disposal instructions. In addition, a copy of the specific tool/program used to train Vendor’s staff in the proper handling of these materials shall be provided to the DMC Corporate Environment of Care Office.

2.05 Upon request, Vendor will assign a primary representative to the DMC, who will be responsible for coordinating activity of the Vendor under this Agreement. The representative will be an individual with sufficient authority to resolve issues, or contact the appropriate party within Vendor’s organization who has such authority to address issues which arise under this Agreement.

2.06 Upon request, Vendor will assign a dedicated inside person with an understanding of all open issues so that information is quickly and accurately transmitted.

2.07 Notwithstanding anything to the contrary in this Agreement, all purchasing activity of DMC and its subsidiaries under this Agreement shall be deemed to have occurred under the Group Purchasing Agreement (the "Premier Agreement") between Premier Purchasing Partners, L.P. ("Purchasing Partners") and the Vendor to the extent the products/services to be supplied under this Agreement are included on the Premier Agreement. As a result, the terms and conditions of the Premier Agreement shall apply to such purchasing activity[rp1] . Without limiting the foregoing, Vendor shall be responsible for reporting to Purchasing Partners all such purchasing activity and for paying to Purchasing Partners all administrative fees due as a result of such activity in accordance with the terms of the Premier Agreement.

3.00 Pricing

3.01 Except as provided in Subsection 3.02 and 3.03, all pricing and/or discounts provided under this Agreement as indicated in Exhibit B shall be non-cancelable and non-changeable for the Effective Dates, as provided in Subsection 1(d), and any Extension Period, as provided in Subsection 1(e), of this Agreement. Failure of Vendor to honor the pricing provided under this Agreement, for any reason, shall constitute a default of this Agreement.

3.02 The products/services described in Exhibit B and the corresponding prices listed in Exhibit B may be amended to reflect the addition of new items/services upon the mutual agreement of the parties. Such amendment shall be in writing signed by both parties.

3.03 Additional charges for rush orders/emergency shipments shall be approved in writing by the DMC prior to delivery.

3.04 This Agreement shall be automatically amended to reflect any material price decreases during the term of this Agreement.

3.05 Vendor agrees that if, at any time during the term of this Agreement, the Vendor quotes another health system in the DMC’s market area a lower price for similar product or services, that price shall automatically be become the Agreement price chargeable hereunder. As used in this Section, “DMC’s market area” shall mean any of the tri-counties (Wayne, Oakland, Macomb) of Southeastern Michigan.

3.06 In the event that a Premier Agreement is awarded to Vendor prior to termination of this Agreement, this Agreement shall be considered as a locally negotiated price tier as defined in the Premier Agreement. DMC shall be afforded the opportunity to access the appropriate or courtesy Premier tier level if that established level provides a more aggressive pricing structure than that described in this Agreement.

4.00 Effective Dates, Extension Period and Minimum Required Quantity

4.01 DMC may purchase the products or services described in Exhibit A at the prices provided in Exhibit B during the Effective Dates provided in Subsection 1(d) and the Extension Period provided in Subsection 1(e), if any.

4.02 The parties agree that the DMC is under no obligation to purchase any products/services under this Agreement during the Effective Dates and Extension Period, if any. However, in order to receive the pricing under this Agreement, if the DMC elects to purchase products/services under this Agreement, it shall purchase the minimum required quantity indicated in Subsection 1(d).

5.00 Invoices and Payment Terms

5.01 Vendor shall submit detailed invoices by DMC entity with appropriate purchase order numbers to the DMC Accounts Payable Department, PO Box 02789, Detroit, MI 48202.

5.02 Payment terms shall be net 60 from the date of invoice.

6.00 Representations and Warranties

6.01 Vendor represents and warrants that it has not and, to the best of Vendor’s knowledge, no other entity or individual affiliated with Vendor has committed any act to adulterate, alter, mislabel or misbrand the product, in violation of any federal, state or municipal statute, ordinance and/or regulations applicable to such product.

6.02 Vendor represents and warrants that the products/services provided under this Agreement are merchantable and fit for the particular purpose for which they have been purchased. To the extent that it is available, Vendor shall transfer any assignable warranty provided to it by the manufacturer or producer of the product or service, if Vendor is not the same.

7.00 Termination and Default

7.01 This Agreement may not be terminated by Vendor during the Effective Dates or any Extension Period (collectively the “Term”).

7.02 If Vendor continues to supply the products/services provided under this Agreement at the prices provided in this Agreement after the expiration of the Term, Vendor may terminate this Agreement upon ninety (90) days prior written notice to DMC.

7.03 The following shall constitute default by Vendor under this Agreement:

(1) Failure to supply the products/services to be supplied under this Agreement; or

(2) Prolonged backorder of more than thirty (30) days of the products/services to be supplied under this Agreement.

7.04 Upon default of Vendor as provided in Subsection 7.03 DMC may immediately terminate this Agreement and obtain the products/services provided under this Agreement from another Vendor. If the price at which the DMC obtains the products/services from the replacement vendor exceeds the prices provided under this Agreement, Vendor shall pay DMC the difference between the prices provided under this Agreement and the actual price paid by DMC for the products/services purchased for all quantities purchased by DMC. Vendor’s liability for the difference in price shall continue for the remainder of the Term of this Agreement.

8.00 Conflicts of Interest

Vendor shall refrain at all times from any action which could reasonably be construed to constitute self-dealing, a conflict of interest, or which would be in competition with DMC’s proprietary, or business interests and Vendor agrees to abide by the conflict of interest policies applicable to independent contractors of the DMC.

9.00 Indemnification

Vendor hereby agrees to indemnify, defend and hold harmless the DMC and it’s officers, directors, subsidiaries, employees and agents from and against any and all loss, liability, costs (including reasonable attorney's fees), penalties, judgments or actions asserted by third parties arising out of: (a) violation of any applicable federal, state or municipal statute, ordinance and/or regulation; (b) any claims of personal injury, death or property damage claimed as a result of Vendor’s negligent act or omission in the supply of products/services or due to alleged defects in the products/services provided under this Agreement (c) any claims of personal injury, death or property damage claimed as a result of the negligent act or omission of Vendor in the performance of this Agreement.

9.02 The DMC hereby agrees to indemnify, defend and hold harmless Vendor and it’s officers, directors, subsidiaries, employees and agents from and against any and all loss, liability, costs (including reasonable attorney's fees), penalties, judgments or actions asserted by third parties arising out of: (a) violation of any applicable federal, state or municipal statute, ordinance and/or regulation; (b) any claims of personal injury, death or property damage claimed as a result of the DMC’s negligent act or omission in the use of products/services provided under this Agreement; or (c) any claims of personal injury, death or property damage claimed as a result of the negligent act or omission of DMC in the performance of this Agreement.

9.03 The reciprocal indemnification provided in this Section 9 shall survive the expiration or other termination of this Agreement.

10.00 Equal Employment Opportunity

In compliance with Executive Order 11246 as amended, Vendor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, disability or veteran status. Vendor will take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, religion, sex, national origin, disability or veteran status.

11.00 No Solicitation

During the term of this Agreement and for a period of six (6) months after termination or expiration, Vendor shall not solicit or employ any employees of the DMC or a DMC subsidiary and/or affiliate without the express written permission of an officer of the DMC; provided, however, that a general solicitation not specifically directed at DMC or its employees shall not be deemed a breach of this Section.

12.00 Miscellaneous

12.01 Any new entities which join the DMC after initiation of this Agreement shall automatically be accorded the rights herein.

12.02 Vendor shall maintain accurate records of all matters relating to Vendor obligations under this Agreement. Such records shall be kept in accordance with generally accepted business practices and in a format that will permit review. Such records shall be retained by Vendor for a period of three (3) years after the expiration of this Agreement.

12.03 The DMC or its designee shall have the right at all reasonable times during usual business hours to audit, examine and make copies or extracts from the books and records supporting invoices paid by the DMC during the performance of this Agreement and for a period of three (3) years from the date of final payment under the Agreement to which records relate.

13.00 Confidentiality

13.01 Vendor agrees to maintain and keep confidential any and all information provided by the DMC or derived from its relationship with the DMC including DMC Group Purchasing Organization Premier Purchasing Partners information (“Confidential Information”). Vendor shall not disclose the Confidential Information without the prior written consent of the DMC. “Vendor” as used in this Section includes Vendor’s officers, directors, partners, employees, affiliates, agents or representatives. Confidential Information does not include information if and to the extent: (a) the information is or becomes generally available or known to the public through no fault of Vendor; (b) the information was already known by or available to Vendor prior to the disclosure by the DMC; or (c) the information is required to be disclosed as part of a judicial process, government investigation, legal proceeding or other similar process. This provision survives the expiration or sooner termination of this Agreement.

13.02 Notwithstanding any other provision of this Agreement to the contrary, DMC shall have the right to disclose pricing and other terms of this Agreement to its attorneys, accountants, group purchasing organization and any third parties contractually retained by the DMC (collectively "DMC Consultants") provided any such DMC Consultants agree to maintain the same level of confidentiality of such information."

13.03 Vendor acknowledges that the DMC is obligated to preserve the integrity and confidentiality of protected health information (“PHI”) in accordance with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). If PHI is disclosed to Vendor, or Vendor gains access to PHI in supplying the products/services to be supplied under this Agreement, the parties agree to comply with the Business Associate Addendum as set forth in Exhibit D, attached hereto and incorporated herein by this reference,

14.00 Ownership of Reports/Information

All reports and other data (including without limitation, written, printed, graphic, video and audio material contained in any computer database or computer readable form) (hereinafter “Works of Authorship”) developed during the term of this Agreement are the property of the DMC. Works of Authorship created during the term of this Agreement are “Works for Hire”, as that term is defined in copyright law. The DMC shall own all rights to any inventions, discoveries, new uses, advances on the state of art, protocols, ideas, products, or the protectable rights arising from any activities within the scope of this Agreement (hereinafter “Inventions”). Vendor shall (and cause its subcontractors and employees to) execute all documents, provide all information and otherwise take all actions requested by the DMC, including, without limitation, assignments of rights Vendor may have in such works, to secure for the DMC the ownership rights and available legal protections for all Works of Authorship or Inventions. Vendor expressly disclaims any moral rights in Works of Authorship or Inventions related tot he performance of services under this Agreement.

15.00 Notices

Any notice, demand or communication required or permitted to be given pursuant to this Agreement shall be in writing, addressed to each party at the address listed in 1(i) and (j) or to such other address as a party may designate under this notice provision, and shall be effectively given: (1) when personally delivered; (2) upon confirmation of delivery by a recognized overnight courier; (3) upon the earlier of actual receipt and three (3) business days after deposit in the U.S. Mail, registered or certified mail, return receipt requested, with proper postage prepaid; or (4) upon transmission, when sent by telecopy or other similar facsimile transmission (with such telescopy or facsimile promptly confirmed by delivery of a copy by personal delivery or U.S. Mail).

16.00 Assignment

Vendor may not assign or subcontract any part of its duties, obligations, or rights under this Agreement without the prior written consent of the DMC. The sale, issuance or transfer of a controlling or majority interest in Vendor, if such sale issuance or transfer results in a change in control of Vendor, shall be a prohibited assignment of this Agreement within the meaning of this Section.

17.00 Authority to Sign & Amendments

17.01 The DMC representative signing this Agreement represents and warrants that the DMC has full right, power and authority to enter into this Agreement and that each and every person signing on behalf of the DMC is authorized to do so. The Vendor representative signing this Agreement represents and warrants that Vendor has full right, power and authority to enter into this Agreement and that each and every person signing on behalf of Vendor is authorized to do so.

17.02 This Agreement may be amended by a writing executed by the authorized representatives of both parties.

18.00 Entire Agreement and Conflict

The Agreement including and any exhibits properly incorporated from time to time are the complete agreement between the parties and supersede all prior negotiations, representations or agreements, either written or oral. In the event of a conflict between this Agreement, any exhibits properly incorporated or any other agreement between the parties, this Agreement will govern.

19.00 Waivers

No part of this Agreement may be waived except by the written agreement of the parties. Forbearance in any form from demanding performance is not a waiver of performance. Until complete performance under this Agreement, the party owed performance may invoke any remedy under this Agreement or under law, despite its past forbearance.

20.00 Legislative, Regulatory or Administrative Change

In the event the DMC provides written notice to Vendor that, in the reasonable opinion of DMC’s legal counsel, continued performance of this Agreement by either DMC or Vendor will jeopardize (I) the status of DMC as a Medicare and/or Medicaid participating provider; (ii) the status of DMC as an entity exempt from federal income taxation as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended; (iii) the tax-exempt status of interest on bonds issued by or for the benefit of DMC ; or (iv) compliance by DMC with any federal, state or local laws, rules or regulations, then DMC and Vendor shall in good faith negotiate such revisions to this Agreement as may be necessary to permit continued legal and regulatory compliance by each party. If DMC and Vendor are unable within thirty (30) days after notice of a request to negotiate pursuant to this Section to agree upon the required amendment, either party may terminate this Agreement upon thirty (30) days written notice to the other on any future date specified in such notice. In the event that changes to the laws, regulations, or rules governing Medicare or Medicaid adversely affect the ability of DMC to use Vendor software, if any, to prepare and submit accurate and appropriately documented invoices, bills or reports to Medicare, Medicaid, or Blue Cross and Blue Shield of Michigan, Vendor shall exert its best efforts to timely modify the Vendor software so as to ensure the continued compliance with such billing requirements.

21.00 Compliance with Laws & DMC Policy

21.01 Each party is responsible for compliance with all laws, including but not limited to anti-discrimination laws, which may be applicable to its respective activities and responsibilities under this Agreement. Vendor agrees to comply with all DMC vendor policies located on the DMC’s website at www.dmc.org, as such policies may be modified from time to time.

21.02 The DMC currently may be, and in the future may become, subject to the Executive Order Program of the Office of Federal Contract Compliance applicable to employers that receive federal grants or perform services or provide goods and services pursuant to federal agreements. To the extent applicable, Vendor shall (and shall cause any permitted subcontractor(s) to) comply with the nondiscrimination and affirmative action requirements of applicable law and of the requirements of the Executive Order Program.

22.00 Compliance with Fraud and Abuse and Stark Law

To evidence compliance with federal laws prohibiting payments for referrals, including the Stark Law, Medicare and Medicaid Anti-Fraud and Abuse laws and HIPAA, Vendor represents and warrants that any financial relationship (as defined in the Stark Law, Fraud and Abuse laws and related regulations) between a physician and Vendor, currently and during the term of this Agreement, conforms now or will conform from its inception with an exception under the Stark Law and a safe harbor under the Fraud and Abuse laws. No payments hereunder shall be for referrals of patients and no provision of this Agreement shall require or is intended to be construed to require that Vendor or physicians under the control of Vendor shall make referrals of patients to the DMC. Vendor shall permit the DMC, upon reasonable notice and during reasonable business hours, to review, audit and copy any books, documents or records necessary or appropriate to evaluate the performance of Vendor, the amounts properly paid by or to the DMC, and compliance with law, as applicable to the DMC, and the terms of this Agreement. DMC shall not divulge to third parties the information reviewed in such audit, except as required by law or as necessary or appropriate to protect the interests of the DMC.

23.00 Insurance

23.01 Contractor will, at its own expense, provide and keep in full force and effect during the term of this Agreement the following types and minimum amounts of insurance:

a) Statutory Worker’s Compensation Insurance as required by Statutory limits with employers’ liability for all the employees supplied to DMC. DMC shall be entitled to reimbursement from Contractor in the event any employee of Contractor files a worker’s compensation claim against DMC;

b) General Liability Insurance, with limits of not less than $1,000,000 per claim and $3,000,000 per annual aggregate coverage, including DMC. Its subsidiaries, affiliates, officers, directors, and employees as additional insureds;

c) Automobile Liability Insurance with $1,000,000 combined single limit on vehicles owned, leased, rented, hired or non-owned by Vendor while performing under this Agreement, including DMC, its subsidiaries, affiliates, officers, directors, and employees as additional insureds.

d) In addition to the insurance coverage above, Vendor shall carry excess liability insurance coverage in the amount of $5,000,000.

23.02 Upon execution of this Agreement and annually thereafter upon request, Vendor shall furnish DMC with certificates or other proof of insurance reasonably satisfactory to DMC as evidence of Vendor’s compliance with these insurance requirements.

23.03 All insurance policies required under this Agreement shall include waiver of any right of subrogation the insurer may have against DMC. DMC will receive a minimum of thirty- (30) day’s advance written notice prior to termination or cancellation of any of the above referenced policies.

24.00 Minority and Women Business

The DMC is committed to supporting minority and women owned businesses. Vendor, if minority or women owned, will provide to the DMC a copy of Vendor’s certification from any recognized certifying agency, municipality or organization. If Vendor is not minority or women owned, Vendor agrees to provide a listing to the DMC of all subcontractors providing services to the DMC who are minority or women owned, as well as quarterly reports indicating Tier II subcontract activity conducted with these subcontractors as it relates to the services performed under this Agreement for the DMC.

25.00 Taxes

Provided (and to the extent) that DMC remains a tax-exempt entity and provides evidence thereof satisfactory to Vendor, DMC shall not be responsible for the payment (directly or by reimbursement to Vendor) of any taxes imposed on Vendor, including, without limitation, sales and use tax and personal property tax, resulting from this Agreement or any performance under this Agreement.

26.00 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan.

27.00 Waiver of Trial by Jury

DMC AND VENDOR EACH, AFTER CONSULTATION WITH THEIR RESPECTIVE COUNSEL, HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES AGAINST THE OTHER ON ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE RELATIONSHIP BETWEEN DMC AND VENDOR AND/OR ANY CLAIM OF INJURY OR DAMAGE.

27.01 The parties agree that signatures on this Agreement as well as any other documents to be executed under this Agreement, may be delivered by facsimile in lieu of an original signature, and the parties agree to treat facsimile signatures as original signatures and to be bound by this Subsection.

27.02 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all counterparts, when taken together, will constitute one and the same agreement.

28.00 Facsimile Signatures/Counterparts

UNDERSTOOD and AGREED TO BY:

COMPANY NAME DETROIT MEDICAL CENTER

By: By: (insert signature and printed name)

Date: (insert today's date) Date: (insert today's date)

EXHIBIT A

DETROIT MEDICAL CENTER

SUBSIDIARIES AND DIVISIONS

Detroit Medical Center

3990 John R Street

Detroit, MI 48201

DMC University Laboratories

4201 St. Antoine Boulevard

Detroit, MI 48201

DMC Children’s Hospital of Michigan

3901 Beaubien

Detroit, MI 48201

DMC Detroit Receiving Hospital and

University Health Center

4201 St. Antoine Boulevard

Detroit, MI 48201

DMC Harper University Hospital

3990 John R Street

Detroit, MI 48201

DMC Huron Valley – Sinai Hospital

1 William Carls Drive

Commerce, MI 48382-1271

DMC Hutzel Women’s Hospital

3980 John R.

Detroit, MI 48201

DMC Rehabilitation Institute of Michigan

261 Mack Avenue

Detroit, MI 48201

DMC Sinai - Grace Hospital

6071 W. Outer Drive

Detroit, MI 48235

EXHIBIT B

PRODUCT/SERVICE PRICING TERMS

EXHIBIT C

DMC ENVIRONMENTAL STATEMENT

In accordance with its mission, the Detroit Medical Center is dedicated to the health and safety of its patients, employees, DMCs, community and environment. Further the DMC is committed to continuous improvement, prevention of pollution and compliance with relevant environmental regulations and other requirements.

All Contractors working at a DMC site are required to comply with the requirements of the EMS and the environmental policy. This Environmental briefing provides general details of the DMC Environmental Management System and statement.

Supplier/Vendor is financially responsible for on-site environmental remediation actions resulting from incidents involving their employees and subcontractors:

Insert check box Supplier/Vendor understands the importance of compliance with relevant environmental legislation and regulations and the consequences of noncompliance.

Insert check box All Suppliers/Contractors working at the site are required to comply with and ensure their employees and any Suppliers/Sub-Contractors or agents comply with the facility's Environmental Management System (EMS) and environmental statement.

Insert check box All Suppliers/Contractors acknowledge receiving or were made aware of the DMC environmental statement, as well as applicable system procedures and work practices.

Insert check box Suppliers/Contractors shall not discharge anything to drains and/or sewers without prior approval from the Site Safety Officer. Spills and other releases to the environment must be immediately reported to the Site Safety Officer.

Insert check box Suppliers/Contractors shall provide adequate spill release prevention, as approved by the Site Safety Officer.

Insert check box Suppliers/Contractors shall immediately notify the Site Safety Officer and Program Manager of any abnormal conditions found during excavation activities at the site.

Insert check box Suppliers/Contractors shall properly label, store, and dispose of all their waste materials used on-site in accordance with site procedures and all legal requirements.

Insert check box If site personnel are required to work with potentially hazardous materials brought on-site by a Vendor, prior approval of the material by the Site Safety Officer is required.

Insert check box Suppliers/Contractors shall minimize the effects of noise, odor, light, fugitive dust emissions, and traffic movement on and/or adjacent to site property.

Insert check box Suppliers/Contractors shall obtain, prior to commencing work, all necessary environmental approvals or permits and present copies of such permits to the sites Program Manager.

Insert check box Suppliers/Contractors were informed of actions to be taken during an actual emergency situation.

Insert check box The Supplier/Vendor understands that the site may interrupt Supplier/Vendor activities that violate site policies and/or all legal requirements.

Supplier/Vendor is financially responsible for on-site environmental remediation actions resulting from incidents involving their employees and subcontractors. To minimize the risk of environmental accidents please review and initial the items contained in the Environmental Management Basics Table below:

Insert table

EXHIBIT D

BUSINESS ASSOCIATE ADDENDUM

This Addendum ("Addendum"), is entered into by and between the Vendor ("Business Associate") and The Detroit Medical Center on behalf of itself and its subsidiaries and affiliates ("Covered Entity"). This Addendum is incorporated into and made a part of the Pricing Agreement between Business Associate and Covered Entity (“Agreement”)< under which Business Associate will have access PHI of Covered Entity for the purpose of providing the products, services or equipment pursuant to the Agreement.

1. USE AND DISCLOSURE OF PHI.Business Associate shall not, and shall ensure that its directors, officers, employees, contractors and agents do not, use or disclose PHI received from, or created or received by Business Associate on behalf of Covered Entity, in any manner that would constitute a violation of the Privacy Regulations if used or disclosed by Covered Entity. ;

2. SAFEGUARDS AGAINST MISUSE OF PHI. Business Associate agrees that it will implement appropriate safeguards to prevent the use or disclosure of PHI other than pursuant to the terms and conditions of the Agreement and that it will implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the electronic PHI that it creates, receives, maintains or transmits on behalf of Covered Entity as required by the Security Regulations.

3. REPORTING WRONGFUL DISCLOSURES OF PHI.Within five days of becoming aware of a disclosure of PHI in violation of this Addendum or of any Security Incident by Business Associate, its officers, directors, employees, contractors or agents or by a third party to whom Business Associate disclosed PHI, Business Associate shall report any such wrongful disclosure to Covered Entity. ;

4. AGREEMENTS WITH THIRD PARTIES.Business Associate shall enter into an agreement with any agent or subcontractor of Business Associate or other third party who will have access to PHI that is received from, or created or received by Business Associate on behalf of Covered Entity, pursuant to which such agent or subcontractor or other third party agrees to be bound by the same restrictions, terms and conditions that apply to Business Associate with respect to such PHI. ;

5. ACCESS TO PHI.Within five days of a request by Covered Entity for access to an individual’s PHI contained in a Designated Record Set, Business Associate shall make available to Covered Entity such PHI for so long as such information is maintained in the Designated Record Set. In the event an individual requests access to his or her PHI directly from Business Associate, Business Associate shall, within five days, forward such request to Covered Entity and Covered Entity shall be responsible for responding to such request. ;

6 AMENDMENT TO PHIWithin five days of receipt of a request by Covered Entity for the amendment of an individual’s PHI or a record regarding an individual contained in a Designated Record Set, Business Associate shall provide such information to Covered Entity for amendment and incorporate any such amendment to the PHI as required by the Privacy Regulations for so long as the PHI is maintained in the Designated Record Set. In the event an individual requests an amendment to his or her PHI directly from Business Associate, Business Associate shall, within five days, forward such request to Covered Entity and Covered Entity shall be responsible for responding to such request.

7. ACCOUNTING OF DISCLOSURES. Within five days of receipt of a request from the Covered Entity for an accounting of disclosures made by Business Associate of an individual’s PHI, Business Associate shall provide to Covered Entity the following information: (a) the date of the disclosure; (b) the name of the entity or person who received the PHI, and if known, the address of such entity or person; (c) a brief description of the PHI disclosed; and (d) a brief statement of the purpose of such disclosure. Business Associate may exclude from the accounting: (a) disclosures made for treatment, payment, or health care operations; (b) disclosures made prior to six years from the date of the individual’s request; and (c) disclosures made prior to April 14, 2003. In the event an individual requests an accounting of disclosures of his or her PHI directly from Business Associate, Business Associate shall, within five days, forward such request to Covered Entity and Covered Entity shall be responsible for responding to such request. Business Associate hereby agrees to implement an appropriate record-keeping process to enable it to comply with the requirements of this paragraph. ;

8. AVAILABILITY OF BOOKS AND RECORDS. Business Associate hereby agrees to make its internal practices, books and records relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of Covered Entity available to the Secretary for purposes of determining Covered Entity’s compliance with the Privacy Regulations. ;

9. TERMINATION AND EFFECT OF TERMINATION. Business Associate agrees that the Agreement may be terminated by Covered Entity immediately upon written notice to Business Associate that Business Associate has violated any material term of this Addendum. Upon termination of the Agreement, Business Associate shall either return or destroy all PHI received from the Covered Entity or created or received by Business Associate on behalf of Covered Entity and which Business Associate still maintains in any form. Business Associate shall not retain any copies of such PHI when no longer needed for the purpose for which disclosure was made. Notwithstanding the foregoing, to the extent that it is not feasible to return or destroy such PHI, the terms and provisions of this Addendum shall survive termination of the Agreement and such PHI shall be used or disclosed solely for such purpose or purposes which prevented the return or destruction of such PHI. ;

10. INDEMNIFICATION. Business Associate agrees to defend, indemnify and hold harmless Covered Entity against any and all claims, liabilities, judgments, or damages asserted against, imposed upon or incurred by Covered Entity which arise out of any violation of this Addendum. ;

11. DEFINITIONS. Capitalized terms not otherwise defined in this Addendum shall have the definitions set forth in the Privacy Regulations and the Security Regulations.

“Privacy Regulations” mean the Standards for Privacy of Individually Identifiable Health Information, 45 CFR Parts 160 and 164.

“Security Regulations” mean the Security Standards, 45 CFR Parts 160, 162 and 164.

“PHI” means Protected Health Information.

12. MISCELLANEOUS. All provisions of this Addendum that may be performed after termination of the Agreement or this Addendum shall survive termination. In the event of a conflict between the terms of the Agreement and this Addendum, this Addendum shall govern. Upon the enactment of any law or regulation affecting the use and/or disclosure of PHI, this Addendum shall be amended to comply with such law or regulation. If Business Associate is unable to agree on the amendment within 30 days, either party may terminate the Agreement and this Addendum. The laws of the State of Michigan shall govern this Addendum. No amendment or waiver of any part of this Addendum, including this sentence, shall be valid unless the same shall be in writing and signed by the parties. In the event that any part or provision of this Addendum is determined by a court of competent jurisdiction to be void or unenforceable to any extent, such part or provision shall be deemed severable and the remainder shall be fully enforced. This Addendum and the Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof, to the exclusion of all prior and contemporaneous communications of every kind, written or oral.

End of document;

Insert checkbox Isn’t this true only to the extent the provision is not addressed covered in the Premier