CM-2022-055 - 3/11/2022SOFTWARE AND LICENSE SERVICE AGREEMENT
The Software and license service agreement ("Agreement") is entered into as of r•I f 2022-- (the
"Effective Date"), between Adaptamed, LLC, a Delaware limited liability corporation ("Adaptamed"), and
City of Round Rock, Texas (the "Customer").
This Agreement sets forth the terms under which Adaptamed will provide Customer with access to and
use of certain software -as -a -service offering(s) ("SAAS") identified in the applicable Specification
Subscription Order Form (collectively, the "Services"). The term "Subscription Order Form" shall mean
the Subscription Order Form attached hereto as Exhibit A and any Subscription Order Form referencing
this Agreement which may be executed by the parties in the future to enable Customer to order
additional Services.
The parties hereby agree as follows:
ARTICLE 1—DELIVERY OF SERVICES
1.1 Access Rights. Adaptamed hereby grants Customer, during the Term, a limited, revocable, non-
transferable and non-exclusive right for Customer's employees ("Authorized Users") to receive the
Services in accordance with the parameters described in the Specifications for Modules and Fees (both
Services and Implementation Fees) subscription Order Form described on Exhibit A, attached hereto and
incorporated herein by reference for all purposes, solely for Customer's internal business purposes
consistent with the terms and conditions of this Agreement.
1.2 Administration. Adaptamed will issue Authorized User(s) ("Administrator") an individual logon
identifier and password ("Administrator's Logon") for purposes of administering the Services. Using the
Administrator's Logon, the Administrator shall assign each remaining Authorized User a unique logon
identifier and password and assign and manage the business rules that control each such Authorized
User's access to the Services. Customer shall ensure that each Authorized User will: (a) not disclose their
logon identifier to any other person or entity; (b) not permit any other person or entity to use their
logon identifier; and (c) use the Service Solely in accordance with the terms and conditions of this
Agreement.
1.3 Updates and Functionalities. Customer acknowledges that from time to time Adaptamed may
apply updates to any of the Services and that such updates may result in changes in the appearance
and/or functionality of such Services (including the addition, modification, or removal of functionality,
features, or content). Excluding the addition of wholly new products, Adaptamed will provide,
implement, configure, install, support, and maintain at its own cost all updates, upgrades,
enhancements, improvements, releases, corrections, bug fixes, patches, and modifications to the
Services (collectively, the "Updates").
1.4 Implementation Plan. Adaptamed & Customer agree to use their best efforts to meet the
milestones and respond in a timely manner to each other's request for information or clarification.
NOTE. if customer delays implementation, charges will apply after 60 days. Delays shall be defined as
not responding to emails within 2 business days and actionable items within an agreed upon time period
by customer and EHR Your Way.
If EHR Your Way delays implementation, then no charges will apply until mutually agreed upon.
1.5 Restrictions. Customer and its Authorized Users will not: (a) sell, lease, assign, transfer,
distribute, license or sublicense the Services; (b) modify, change, alter, translate, create derivative works
from, reverse engineer, disassemble or decompile the Services or any software included in the Services;
(c) provide, disclose, divulge or make available to, or permit use of the Services by, any third party; (d)
copy or reproduce all or any part of the Services; (e) interfere, or attempt to interfere, with the Services
in any way; (f) engage in spamming, mail bombing, spoofing or any other fraudulent, illegal or
unauthorized use of the Services; (g) introduce into or transmit through the Services any virus, worm,
trap door, back door, timer, clock, counter or other limiting routine, instruction or design; (h) remove,
obscure or alter any copyright notice, trademarks or other proprietary rights notices affixed to or
contained within the Services; or (i) engage in or allow any action involving the Services that is
inconsistent with this Agreement.
1.6 Third -Party Products and Services. Customer acknowledges that the Services may require access
or services from other third parties via third -party websites or applications (collectively, the "Third -Party
Services") identified in the Specifications. If Customer signs an authorization form or enters into an
agreement with a Third -Party Service provider, the terms and conditions of those authorizations or
agreements govern the relationship between Customer and the Third -Party Service provider. Customer
acknowledges and agrees that, if Customer or an Authorized User installs or enables a Third -Party
Service, Customer grants Adaptamed permission to allow the provider of such Third -Party Service to
access its Customer Content and Customer Information solely to the extent required for the
interoperation of the Third -Party Service with the Services or as Customer may otherwise authorize or
direct.
ARTICLE 2—FEES; PAYMENT TERMS
2.1 Access Fee. in consideration of the right to receive Service(s) granted in Section 1.1 and Exhibit
A, Customer shall pay the access fees, including any taxes, specified in the Subscription Order Form
Specifications. Adaptamed shall invoice Customer for all amounts payable and Customer shall pay via
auto debit. Customer shall reimburse Adaptamed for all costs and expenses (including, without
limitation, attorneys' fees) incurred by Adaptamed in collecting past due. Any amount past due shall be
subject to the terms of the Texas Prompt Payment Act, Chapter 2251, Texas Government Code.
2.2. Implementation Fee. In consideration of the Implementation Services described in Section 1.4,
Customer shall pay a $5,500.00 training and implementation fee as described in Section 1.4 and set
forth in Exhibit A.
ARTICLE 3—LIMITED WARRANTIES
3.1 Customer Warranty. Customer represents, warrants and covenants to Adaptamed that: (a) it
has the authority to enter into this Agreement and perform its obligations hereunder; and (b) it and its
Authorized Users will only access the Services for lawful purposes and will not violate any law of any
country or the intellectual property rights of any third party.
3.2 Adaptamed Warranty. Adaptamed warrants that: (a) Adaptamed has the authority to enter
into this Agreement; and (b) the Services will be provided in material accordance with the Specification
Stated on Exhibit A, and the service levels in Exhibit B incorporated herein (c) compliance with the
Business Associate Agreement attached as Exhibit C, and (e) warrants that the Services do not
knowingly contain any malicious code or viruses. Adaptamed's Sole and exclusive obligation in the
event of a breach of the warranties made herein Adaptamed shall be to use commercially reasonable
efforts to provide workarounds and fixes to remedy the breach.
3.3 Disclaimer. Except a Set forth in Section 3.2, Adaptamed makes no representations or
warranties, whether express or implied regarding or relating to any of the Services or any other matter
covered by this Agreement. ADAPTAMED SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE.
Adaptamed does not guarantee that Customer's access to the Services will be uninterrupted, error free,
free from third party security intrusions, or free from open source code. Adaptamed does not warrant
the accuracy, reliability, completeness or timeliness of the content of other data received, processed or
transmitted through the Services.
ARTICLE 4—LIMITATION OF LIABILITY
IN NO EVENT WILL ADAPTAMED BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE, BUSINESS
INTERRUPTION, DOWNTIME, LOSS OF OR DAMAGE TO CONTENT OR DATA, COST OF COVER OR
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER ALLEGED AS
BREACH OF CONTRACT, TORT OR OTHER FORM OF ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. ADAPTAMED'S LIABILITY FOR ANY DAMAGES OF ANY KIND WILL
NOT EXCEED IN THE AGGREGATE AN AMOUNT EQUAL TO THE FEES PAID BY CUSTOMER TO ADAPTAMED
UNDER THIS AGREEMENT DURING THE PREVIOUS MONTH PRECEDING THE DATE ON WHICH THE CLAIM
FIRST ACCRUED. CLIENT ACKNOWLEDGES THAT ADAPTAMED IS NOT COLLECTION AGENCY, IS NOT
RESPONSIBLE FOR SECURING REIMBURSEMENTS AND ISERVING ONLY AS CLIENT'S AGENT FOR THE
PURPOSE OF PROVIDING THE SERVICES.
ARTICLE 5—CONFIDENTIAL INFORMATION
"Confidential Information" means the terms of this Agreement, the Services, any software provided by
Adaptamed under this Agreement, the logon identifiers and passwords provided to Customer and its
Authorized Users, the fees charged under this Agreement, patient records and claims, and any other
materials marked confidential by Customer or Adaptamed and any other information conveyed under
this Agreement that is identified in writing as confidential at the time of its conveyance. Each party
acknowledges and agrees that: (a) the Confidential Information constitutes valuable trade secrets of the
party owning such Confidential Information; (b) it will use Confidential Information solely in accordance
with the provisions of this Agreement; and (c) it will not disclose, or permit to be disclosed, the
Confidential Information of the other party to any third party without the disclosing party's prior written
consent. Each party will take all reasonable precautions necessary to safeguard the confidentiality of the
other party's Confidential Information including, at a minimum, those precautions taken by a party to
protect its own Confidential Information, which will in no event be less than a reasonable degree of
care. Confidential Information will not include information that is: (i) publicly available; (ii) already in the
other party's possession and not subject to a confidentiality obligation; (iii) obtained by the other party
from any source without any obligation of confidentiality; (iv) independently developed by the other
party without reference to the disclosing party's Confidential Information; or (v) required to be disclosed
by order of a court or other governmental entity; provided no less than ten (10) days' notice is given to
the party owning such Confidential Information so that such party may obtain a protective order or
other equitable relief.
ARTICLE 6—PROPRIETARY RIGHTS; INDEMNITY
6.1 Proprietary Rights. No right, title or interest of intellectual property or other proprietary rights
in and to the Services made available under this Agreement is transferred to Customer hereunder.
Adaptamed and any of its third -party licensors retain all right, title and interests, including, without
limitation, all copyright and other proprietary rights in and to the Services and their underlying
technology.
6.2 Indemnity. Adaptamed shall indemnify and defend Customer against any claims that the
software developed by Adaptamed infringes any U.S. copyright; provided that Adaptamed is given
prompt notice of such claim and is given information, reasonable assistance and sole authority to
defend or settle the claim. Adaptamed's Sole obligation in response to any such claim shall be, at its
option, to: (a) modify the infringing component of the Service so as to make it non -infringing; (b) secure
for Customer the right to use the infringing component of the Services; or (c) refund any fees prepaid by
Customer for the Services and terminate this Agreement without further liability. Customer shall
indemnify and defend Adaptamed against any claims that the Customer data or content infringe any
intellectual property or proprietary rights of third parties; provided that Customer is given prompt
notice of such claim and is given information, reasonable assistance and sole authority to defend or
settle the claim. This is the sole and exclusive obligation for all intellectual property claims.
ARTICLE 7—TERM AND TERMINATION
7.1 Term. The initial term of this Agreement shall be for one year specified on the Subscription
Order Form. After expiration of the initial term of twelve (12) months specified on the Subscription
Order Form ("Initial Term"), the Customer's subscription to the service shall automatically renew for
successive thirty (30) day periods ("Renewal Term") unless either party provides written notice of non -
renewal at least thirty days prior to the commencement of the applicable Renewal Term. For any
subsequent Renewal Term, Adaptamed shall give Customer written notice of any increase in the Fees at
least ninety (90) days prior to implementation of the new fees.
7.2 Termination by Adaptamed. Adaptamed shall have the right, upon notice to Customer, to
terminate this Agreement if: (a) Customer fails to pay Adaptamed any amount due hereunder and such
failure to pay is not cured within thirty (30) days following Adaptamed's notice to Customer of such
breach; (b) Customer materially breaches any other term or condition of this Agreement, provided such
breach is not cured by Customer within thirty (30) days following Adaptamed's notice to Customer of
such breach; or (c) Customer: (i) terminates or suspends its business activities; (H) makes an assignment
for the benefit of creditors, or become subject to direct control of a trustee, receiver or similar
authority; or (iii) become subject to any bankruptcy or insolvency proceeding under federal or state
statutes. Adaptamed reserves the right to immediately suspend Customer's access to the Services in
response to a material breach by Customer that poses imminent harm to Adaptamed, the Services, or
any third parties whether through use of a disabling device or otherwise.
7.3 Termination by Customer. Customer will have the right, upon notice to Adaptamed, to
terminate this Agreement if Adaptamed is in material breach of this Agreement and Adaptamed fails to
remedy such material breach within thirty (30) days of its receipt of such notice.
7.4 Survival. Any provisions necessary to interpret the respective rights and obligations of the
parties hereunder shall survive any termination or expiration of this Agreement, regardless of the cause
of such termination or expiration. With limitation, the disclaimers, limitations of liability, confidentiality
provisions, and indemnity obligation shall survive termination or expiration of the Agreement.
7.5 Data Export Upon Termination. Customer shall pay an export fee equal to 2 X's the average
monthly charges over the previous 90 days. Customer may elect any or a combination of the following
data export options: CSV, CCDA, CDA, HL7, PDF, or PDF with a viewer. NOTE: This billing data is not
exported.
ARTICLE 8—GENERAL PROVISIONS
Adaptamed and Customer are independent contractors. Any notice required or permitted to be
delivered pursuant to this Agreement shall be in writing. Customer may not assign or otherwise transfer
this Agreement by operation of law or otherwise, nor delegate or subcontract any of its rights or
obligations hereunder, without Adaptamed's prior written consent. Adaptamed shall not have any
liability for failure or delay in performing any obligation under this Agreement due to circumstances
caused by third parties or circumstances beyond its reasonable control including, without limitation, acts
of God or nature, actions of the government, fires, floods, strikes, civil disturbances or terrorism, or
power, communications, satellite or network failures. The failure of either party to enforce, or the delay
by either party in enforcing, any of its rights under this Agreement will not be deemed to be a waiver or
modification by such party of any of its rights under this Agreement. If any provision of this Agreement is
held to be unenforceable, in whole or in part, such holding will not affect the validity of the other
provisions of this Agreement. Customer grants Adaptamed the right to use Customer's name in press
releases, product brochures and financial reports indicating that Customer is an Adaptamed Customer.
This Agreement may be executed in counterparts (including by means of telecopied or e-mailed
signature pages), all of which shall be considered one and the same agreement. Customer acknowledges
that some Services may be provided by third -party licensors. This Agreement will be governed by the
laws of the State of Texas, excluding its rules regarding conflicts of law. Venue for any dispute hereunder
shall be a court of competent jurisdiction located in Williamson County, Texas Caand the parties
irrevocably submit to the exclusive jurisdiction of such courts. The headings used herein are for
reference and convenience only and shall not enter into the interpretation hereof. No purchase order,
other ordering document or any hand written or typewritten text which purports to modify or
supplement the printed text of this Agreement or any Subscription Order Form shall add to or vary the
terms of this Agreement. All such proposed variations or additions (whether submitted by Adaptamed
or Customer) are objected to and shall have no force or effect. This Agreement (including the Exhibits
hereto) contains the entire agreement of the parties with respect to the subject matter of this
Agreement and supersedes all previous communications, representations, understandings and
agreements, either oral or written, between the parties with respect to said subject matter.
ARTICLE 9- ACCEPTABLE USE
Customer's access to the service shall be subject to such acceptable use policies, procedures, and
guidelines ("Policies") as Adaptamed may impose upon its general customer base from time to time.
The Policies will be communicated in writing to Customer (whether by link to an online location or
otherwise). If Customer objects to any Policies and does not wish to be bound by them, Customer may
terminate this Agreement upon sixty (60) days advance written notice to Adaptamed as it sole remedy.
ARTICLE 10 — COMPLIANCE WITH TEXAS GOVERNMENT CODE CHAPTER 2271
In accordance with Chapter 2271, Texas Government Code, a governmental entity may not enter into a
contract with a company for goods and services unless the contract contains written verification from
the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this
contract. The signatory executing this Agreement on behalf of Adaptamed verifies that Adaptamed does
not boycott Israel and will not boycott Israel during the term of this Agreement.
[Signatures on the following page.]
IN WITNESS WHEREOF, the parties have executed this Adaptamed Access Agreement as of the Effective
Date:
Adaptamed, LLC.
Name (Print): P,0012-NA-
CG COLt
Title: G0 6
Date: '�>
Exhibits:
CITY OF ROUND ROCK, TEXAS-,
By: 61
r�6ks -i+-- -
Name (Print):
Title-rdity Manager
Date: 2 2-
Exhibit A - Subscription Order Form Specifications for Modules and Fees (both Services and
Implementation)
Exhibit B - Service Levels
Exhibit C - HIPAA Compliance Requirements - Business Associate Agreement
Exhibit A
Inpatient I Practice Management I Notes Client Portal I eRx I Labs I Documentation Management
Billing I Case Management I Autism I IDD 17 Medical Specialties
EHR Fees , Monthly Ratj Number Total
ProviderlClinical $99 15 $1,485
Admin, Staff, Billing (Non -Clinical) $69 16 $1,104
Zoom HIPAA Compliant Telehealth Bring Your Own Accounts For
Free $0 0 $0
Total Monthly Fee $2,589
(Total Fee ($2,589*12 + $100*12 Appt. Reminders + $5,500
Implementation + $1,800 Form Creation Fee) $39,568
EHR Your. Way Clearinghouse Fees
Charge Per Provider ($50 min) $10 0 $0
Charge Per Claim (ERA'S Included — Numbers Are Estimated) $0.10 0 $0
Eligibility (Numbers are Estimated) $0.10 0 $0
[Clearinghouse Fees Monthly $NIA
*$800 per account monthly minimum regardless of the number of users.
License fees to be paid one (1) year in advance with a semi-annual reconciliation of users. The difference
shall be applied to the following contract year.
Type
Rate
Comments
Electronic Form Creation
Up to 20 pages and
$40 per page form
creation fee during
implementation.
$1,800 (Includes rating scales)
AFTER implementation,
$3 00 field .
Modifications are per-
to ^ f $40 There here
max e per -page. are
lWe— New form creation fees and
changes: No charge...
Implementation & Training Fee
$5,500
One-time fee.
Demographic Data Migration
WAIVED
Appointment Reminders
$100 Monthly
Unlimited Voice & Text, Email
FULL REFUND UP T018O DAYS AFTER GO -LIVE
Client agrees to keep pricing and terms of agreement confidential.
"One-time controlled substances (EPCS) set up/compliance fee per provider: $200
What is included in the monthly fee?
• Live Customer Support
• Unlimited Training for Your Trainer
• HOW -to Videos
• Triple Redundancy Back -Ups
• 54 Servers (at present)
• Local Back -Ups
• Periodic Software Updates
Who are we?
• Behavioral Health Providers
• Software Engineers
• Mental Health Billing Experts
• Behavioral Health Meaningful Use and HIPAA Experts
• Behavioral Health Volunteers and Advocates
• Software Team of Approximately 80
• Entire Team: 170+
Exhibit 8
SERVICE LEVEL AGREEMENT
General Support Availability
Monday -Friday 7:30 AM — 8:00 PM EST Saturday: 7:30 AM — 7:00 PM EST
• Phone/Email Ticket: Acknowledgement within 30 minutes; resolution ETA within 4 hours
• Help via Webinar: When issues require clarification or troubleshooting, our support will connect
remotely to a user's computer typically within 4 hours.
• Resolution Goals (estimated target using commercially reasonable efforts)
Level 1— Urgent resolve and/or work around within 1 business day
Level 2 — Significant: resolve and/or work around within 3 business days
Level 3 — Enhancement: Status update provided to customer every 15 days
Level 1:
An urgent issue represents a critical business impact to a customer. Examples include
• Company system & software not functioning due to user interface or database issues, error
messages or connectivity issues, etc. requiring software or database programmers for resolution
• Unable to submit or process claims
• Disaster recovery
Level 2:
A significant issue represents severe business impact to a customer. Examples include:
• Company system & software not functioning due to user interface or database issues which
require significant extra time and or/manual work to accomplish the same task
Level 3:
An enhancement represents a moderate business impact to a customer through inconvenience or loss
of efficiency. Examples include:
• Change in layout
• Additional form features
0 Billing changes
Escalation Paths
If a Customer is not satisfied with the resolution of an issue, the Customer may escalate the issue by
contacting the assigned account manager. The account manager will intercede on the Customer's
behalf with support. Should this process not meet the Customer's expectations, the Customer will be
put in contact with the support department manager. If the issue if still not resolved to the Customer's
expectations, an executive level contact will be made.
A member of the management team will be responsible for reviewing and monitoring the escalated
issue until it is resolved.
Adaptamed has been down approximately 6 hours in the last 5 years with the exception of regularly
scheduled maintenance. We maintain redundancy in our data centers and back up nightly at Google and
Amazon and incremental backups are done every 90 seconds to 5 minutes depending on the module.
Our data centers are SSAE-16 Type II certified and we have multiple ISPs ranging from 20-100 Gbps and
a copy of our disaster recovery plan is available upon request.
Exhibit C
Business Associate Agreement
Between Adaptamed, LLC, the "Business Associate" and City of Round Rock, Texas the "Covered Entity."
The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA
Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual,
Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required by Law,
Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use.
Specific definitions:
(a) Business Associate. "Business Associate" shall generally have the same meaning as the term
"business associate" at 45 CFR 160.103, and in reference to the party to this agreement, shall mean
Adaptamed, LLC .
(b) Covered Entity. "Covered Entity" shall generally have the same meaning as the term "covered entity"
at 45 CFR 160.103, and in reference to the party to this agreement, shall mean YOUR NAME GOES HERE
(c) HIPAA Rules. "HIPAA Rules" shall mean the Privacy, Security, Breach Notification, and Enforcement
Rules at 45 CFR Part 160 and Part 164.
Obligations and Activities of Business Associate
Business Associate agrees to:
(a) Not use or disclose protected health information other than as permitted or required by the
Agreement or as required by law;
(b) Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic
protected health information, to prevent use or disclosure of protected health information other than as
provided for by the Agreement;
(c) Report to covered entity any use or disclosure of protected health information not provided for by
the Agreement of which it becomes aware, including breaches of unsecured protected health
information as required at 45 CFR 164.410, and any security incident of which it becomes aware;
(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 protected health information on behalf of the
business associate agree to the same restrictions, conditions, and requirements that apply to the
business associate with respect to such information;
(e) Make available protected health information in a designated record set to the "covered entity" or as
necessary to satisfy covered entity's obligations under 45 CFR 164.524;
(f) Make any amendment(s) to protected health information in a designated record set as directed or
agreed to by the covered entity pursuant to 45 CFR 164.526, or take other measures as necessary to
satisfy covered entity's obligations under 45 CFR 164.526;
(g) Maintain and make available the information required to provide an accounting of disclosures to the
"covered entity" as necessary to satisfy covered entity's obligations under 45 CFR 164.528;
(h) To the extent the business associate is to carry out one or more of covered entity's obligation(s)
under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the
covered entity in the performance of such obligation(s); and
(i) Make its internal practices, books, and records available to the Secretary for purposes of determining
compliance with the HIPAA Rules.
Permitted Uses and Disclosures by Business Associate
(a) Business associate may only use or disclose protected health information as necessary to perform
the service set forth in the Service Agreement.
(b) Business associate may use or disclose protected health information as required by law. (c) Business
associate agrees to make uses and disclosures and requests for protected health information consistent
with covered entity's minimum necessary policies and procedures.
(d) Business associate may not use or disclose protected health information in a manner that would
violate Subpart E of 45 CFR Part 164 if done by covered entity.
Provisions for Covered Entity to Inform Business Associate of Privacy Practices and Restrictions
(a) Covered entity shall notify business associate of any limitation(s) in the notice of privacy practices of
covered entity under 45 CFR 164.520, to the extent that such limitation may affect business associate's
use or disclosure of protected health information.
(b) Covered entity shall notify business associate of any changes in, or revocation of, the permission by
an individual to use or disclose his or her protected health information, to the extent that such changes
may affect business associate's use or disclosure of protected health information.
Term and Termination
a. Term. This Agreement shall be effective as of the Effective Date and shall terminate at the end
of the term of the Underlying Agreement. Either party may terminate the Agreement consistent with
the written notice provision regarding termination in the Underlying Agreement.
b. Termination for Cause. Notwithstanding the foregoing, Business Associate authorizes
termination of this Agreement by the covered entity if the covered entity determines that Business
Associate has violated a material term of the Agreement. The covered entity shall either, at is sole
discretion:
Provide the Business Associate an opportunity to cure or end the violation within a time frame and upon
such conditions as established by the covered entity; and
Immediately terminate this Agreement in the event the Business Associate has either failed to cure in
the time frame provided by the covered entity or if cure is not possible.
C. Obligations of Business Associate Upon Termination.
Upon termination of this Agreement for any reason, business associate shall return to covered entity or
destroy all protected health information received from covered entity, or created, maintained, or
received by business associate on behalf of covered entity, that the business associate still maintains in
any form. Business associate shall retain no copies of the protected health information.
d. Survival. The obligations of business associate under this section shall survive the termination of
this Agreement.
Business Associate: Adaptamed, LLC
By: �'�"'� fL�^- Date:
Print Name: :A 1' A IZ-rV A &6-D r YTitle:
Covered Entity: City of Round Rock, Texas
By:
Print Name:
Date:
Title:
Coo
SEE ACH FORM BELOW....
ACH AUTHORIZATION FORM
Bank Name Account No. ABA(routing)# FEIN
The undersigned Depositor hereby authorizes and requests the Bank designated above to honor electronic
debit entries (ACH) drawn on the above -designated account (the "Account") which are payable to
Adaptamed, LLC ("Payee"). Depositor authorizes Payee, to initiate electronic debit entries (ACH) to charge
the Account, and to debit these charges to the Account. This authorization relates to all payments required
of Depositor by Payee. It is agreed that Bank's rights with respect to each such debit will be the same as
it if were a check drawn and signed by the Depositor. It is further agreed that if any such debit is not
honored, whether with or without cause and whether intentionally or inadvertently, Bank will have no
liability whatsoever. This authorization will continue until the date thirty (30) days after Depositor gives
Bank and Payee written notification of its termination. In the event that Payee is unable to secure funds
from the Account, Depositor may be charged a return check fee and/or insufficient funds fee, in addition
to all other rights and remedies that may be available to Payee and/or Bank.
Name of Depositor:
Address:
Phone:
By:
Signature, Name, and Title of Authorized Representative
Date:
Instructions:
Please complete this form and have it signed by the representative who is authorized on the Account.
Send the original to your Bank. Send a copy of this form WITH AN ATTACHED COPY OF A VOIDED CHECK
(by either mail or fax) to:
Adaptamed, LLC,
6579 Caminito Stella
San Diego, CA 92130
Phone: 619 922 0666
Fax: 619 684 3516