HomeMy Public PortalAbout138-2022 - TouchPhrase Development dba Julota - Software and licensing for paramedic program PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into this ! day of ` � , 2022, and
referred to as Contract No. 138-2022, by and between the City f Richmond, Indiana, a
municipal corporation acting by and through its Board of Public Works and Safety (hereinafter
referred to as the"City") and TouchPhrase Development, LLC, d/b/a/Julota, 7208 South Tucson
Way, Suite 120, Centennial, Colorado, 80104 (hereinafter referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide services in connection with furnishing licensing and
support for Julota Platform Software to be used by the Richmond Fire Department, for the City's
Community Paramedicine program, which services are more fully described on Contractor's
proposal. Contractor shall perform all services and provide all licensing described on
Contractor's proposal marked as "Exhibit A" which exhibit consists of twenty-two (22) pages,
and was received July 29,2022, and which is attached hereto and made a part hereof. Contractor
agrees to abide by the same. The parties' obligations with respect to the use and disclosure of
PHI are outlined in the Business Associate documentation included in "Exhibit A" and parties
agree to abide by the same.
This purchase and/or project is undertaken in response to the public health emergency and/or
negative economic impacts resulting from the pandemic. Resources dedicated to this purchase
and/or project fight the pandemic, sustain and strengthen the economic recovery, maintain vital
public services and make investments that support long-term growth, opportunity, and equity.
Should any provisions,terms, or conditions contained in any of the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the
provisions,terms, or conditions of this Agreement, this Agreement shall be controlling.
Contractor shall perform all work herein in a timely manlier, conforming to all applicable
professional standards.
The Contractor shall furnish all labor, material, equipment, and services necessary for the proper
completion of all work specified.
Contract No. 138-2022
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No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance;
2. The City is in receipt of any required affidavit signed by Contractor in
accordance with Indiana Code 22-5-1.7-11(a)(2); and
3. A purchase order has been issued by the Purchasing Department.
SECTION II. STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of
the City of Richmond. The Contractor shall provide, at its own expense, competent supervision
of the work.
SECTION III. COMPENSATION
City shall pay Contractor a total amount not to exceed Forty Thousand Eight Hundred Seventy-
six Dollars and Zero Cents ($40,876.00) for the software support and licensing services and for
the complete performance of all work described herein in a satisfactory and proper manner.
SECTION IV.TERM OF AGREEMENT
This Agreement shall be effective as of August 1, 2022, and shall continue in effect until July 31,
2023. City shall retain two separate options to renew and extend this Agreement through July
31, 2024, and through July 31, 2025, which, if exercised, will permit additional payment by the
City for the annual recurring support fees outlined in "Exhibit A" which shall be payable yearly
to Contractor in the event this Agreement is extended for the additional year(s).
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in
part, for cause, at any time by giving at least five (5) working days written notice specifying the
effective date and the reasons for termination which shall include but not be limited to the
following:
a. failure, for any reason of the Contractor to fulfill in a timely manner
its obligations under this Agreement;
b. submission of a report, other work product, or advice,whether oral or written, by the
Contractor to the City that is incorrect, incomplete, or does not meet reasonable
professional standards in any material respect;
c. ineffective or improper use of funds provided under this Agreement;
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d. suspension or termination of the grant funding to the City under which this Agreement
is made; or
e. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall be required to make payment for all work
performed prior to the date this Agreement is terminated, but shall be relieved of any other
responsibility herein.
This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties.
by setting forth the reasons for such termination, the effective date, and in the case of partial
termination,the portion to be terminated.
This Agreement may also be terminated by the. City if a force-majeure event occurs and the
results or aftereffects of said event causes the performance of this Agreement to become
impossible or highly impracticable. Said event or results or aftereffects of said event would
include events or effects which the parties to this Agreement could not have anticipated or
controlled. Examples of a force-majeure event, or its results, would include, but would not be
limited to, events such as an Act of God, an Act of Nature, an Act of Law, or an Emergency Act
of Executive Enforcement of the Federal government,the State of Indiana, or local government.
SECTION V. INDEMNIFICATION AND INSURANCE
Contractor agrees to_ obtain insurance and to indemnify the City for any damage or injury to
person or property or any other claims which may arise from the Contractor's conduct or
performance of this Agreement, either intentionally or negligently; provided, however, that
nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts
of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this
Agreement,purchase and thereafter maintain such insurance as will protect it from the claims set
forth.below which may arise out of or result from the Contractor's operations under this
Agreement, whether such operations by the Contractor or by any sub-contractors or by anyone
directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may
be held responsible.
Coverage Limits
A. Worker's Compensation& Statutory
Disability Requirements
B. Employer's Liability $100,000
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C. Comprehensive General Liability
Section 1. Bodily Injury $1,000,000 each occurrence
$2,000,000 aggregate
Section 2. Property Damage $1,000,000 each occurrence
D. Comprehensive Auto Liability
Section 1. Bodily Injury $1,000,000 each person
$1,000,000 each occurrence
Section 2. Property Damage $1,000,000 each occurrence
E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$2,000,000 each aggregate
F. Malpractice/Errors& Omissions Insurance $1,000,000 each occurrence
$2,000,000 each aggregate
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and
shall, before commencing work under this Agreement, provide the City a certificate of insurance,
or a certificate from the industrial board showing that the Contractor has complied with Indiana
Code Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and
therefore subject to another state's worker's compensation law, Contractor may choose to
comply with all provisions of its home state's worker's compensation law and provide the City
proof of such compliance in lieu of complying with the provisions of the Indiana Worker's
Compensation Law.
SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS
Pursuant :to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work
eligibility status of all newly hired employees of the contractor through the Indiana E-Verify
program. Contractor is not required to verify the work eligibility status of all newly hired
employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify
program no longer exists. Prior to the performance of this Agreement, Contractor shall provide
to the .City its signed Affidavit affirming that Contractor does not knowingly employ an
unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC
22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days
after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation
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within the thirty (30) day period provided above, the City shall consider the Contractor to be in
breach of this Agreement and this Agreement will be terminated. If the City determines that
terminating this Agreement would be detrimental to the public interest or public property, the
City may allow this Agreement to remain in effect until the City procures a new contractor. If
this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the
Contractor will remain liable to the City for actual damages.
SECTION VIII. IRAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in
investment activities in Iran. In the event City determines during the course of this Agreement
that this certification is no longer valid, City shall notify Contractor in writing of said
determination and shall give contractor ninety (90) days within which to respond to the written
notice. In the event Contractor fails to demonstrate to the City that the Contractor has ceased
investment activities in Iran within ninety (90) days after the written notice is given to the
Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22-16.5. In
the event the City determines during the course of this Agreement that this certification is no
longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5-
22-16.5,the City reserves the right to consider the Contractor to be in breach of this Agreement
and terminate the agreement upon the expiration of the ninety (90) day period set forth above.
SECTION IX. PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub-contractor, or any person acting
on behalf of Contractor or any sub-contractor shall not discriminate against any employee
or applicant for employment to be employed in the performance of this Agreement, with
respect to hire, tenure, terms, conditions or privileges of employment or any matter
directly or indirectly related to employment, because of race, religion, color, sex,
disability, national origin, or ancestry.
B. Pursuant to Indiana Code 5-16-6-1,the Contractor agrees:
1. That in the hiring of employees for the performance of work under this
Agreement of any subcontract hereunder, Contractor, any subcontractor, or any
person acting on behalf of Contractor or any sub-contractor, shall not discriminate
by reason of race, religion, color, sex, national origin or ancestry against any
citizen of the State of Indiana who is qualified and available to perform the work
to which the employment relates;
2. That Contractor, any sub-contractor, or any person action on behalf of Contractor
or any sub-contractor shall in no manner discriminate against or intimidate any
employee hired for the performance of work under this Agreement on account of
race, religion, color, sex, national origin or ancestry;
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3. That there may be deducted from the amount payable to Contractor by the City
under this Agreement, a penalty of five dollars ($5.00) for each person for each
calendar day during which such person was discriminated against or intimidated
in violation of the provisions of the Agreement; and
4. That this Agreement may be canceled or terminated by the City and all money
due or to become due hereunder may be forfeited, for a second or any subsequent
violation of the terms or conditions of this section of the Agreement.
C. Violation of the terms or conditions of this Agreement relating to discrimination or
intimidation shall be considered a material breach of this Agreement.
SECTION X. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of
its rights or obligations hereunder without the prior written consent of the other party. Any such
delegation or assignment, without the prior written consent of the other party, shall be null and
void. This Agreement shall be controlled by and interpreted according to Indiana law and shall
be binding upon the parties, their successors and assigns. This document constitutes the entire
Agreement between the parties, although it may be altered or amended in whole or in part at any
time by filing with the Agreement a written instrument setting forth such changes signed by both
parties. By executing this Agreement the parties agree that this document supersedes any
previous discussion,negotiation, or conversation relating to the subject matter contained herein.
This Agreement may be simultaneously executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit
arising out of this Contract must be filed in said courts. The parties specifically agree that no
arbitration or mediation shall be required prior to the commencement of legal proceedings in said
Courts. By executing this Agreement, Contractor is estopped from bringing suit or any other
action in any alternative forum, venue, or in front of any other tribunal, court, or administrative
body other than the Circuit or Superior Courts of Wayne County, Indiana, regardless of any right
Contractor may have to bring such suit in front of other tribunals or in other venues.
Any person executing this Contract in a representative capacity hereby warrants that he/she has
been duly authorized by his or her principal to execute this Contract.
In the event of any breach of this Agreement by Contractor, and in addition to any other damages
or remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this
Agreement, including but not limited to, City's reasonable attorney's fees.
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In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement
arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement.
IN WITNESS WHEREOF,the parties have executed this Agreement at.Richmond, Indiana, as of
the day and year first written above, although signatures may be affixed on different dates.
"CITY" "CONTRACTOR"
THE CITY OF RICHMOND, TOUCHPHRASE DEVELOPMENT, LLC,
INDIANA by and through its DB/A/JULOTA
Board of Public Works and Safety 7208 South Tucson Way, Suite 120,
Centennial, CO, 80104
By: kiiiii4ea/ By:
Vicki Robinson, President
C 1 �
By: Printed: �Cc,7T < ( 'fir'! j
Emily Palmer,Member
By: Title:
att Evans, Member
Date: Date: /0 „/:57 ,
APPROVED:
i- . S V, Ma t
Date: 2027
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Julota®
Software as a Service(SaaS)License Agreement
This Software as a Service Agreement ("SaaS 1.7 Help Seeker(s) means the individual seeking
Agreement" or "Agreement"), effective on Audust 1, 2022 assistance from or through the Customer for health or non-
("Effective Date"), is made by and between TouchPhrase health related assistance.
Development, LLC d/b/a Julota, which has a place of 1.8 Hosted.Service means the real-time website service
business at 102 S. Tejon St., Ste. 1100, Colorado Springs, hosted by Julota and provided to Customer from time to time.
• CO 80903 ("Julota"), and Richmond Fire Department, which The Hosted Service includes any change, improvement,
•
has a place of business at extension or other new version thereof that is developed or
("Customer'), otherwise made available to Customer.
in exchange for the mutual promises contained herein, the
receipt and legal sufficiency of which are acknowledged. 1.9 Julota API means the Julota application
Julota and Customer shall be collectively referred by as the programming interface, scripts, widgets, embeddable
"Parties". snippets and other tools that allow Customer to integrate the
Julota provides a platform for organizations: a) to Customer's website or any other system of Customer with all
provide services directly to individuals seeking assistance or part of the Hosted Services.
through it; b) to coordinate with other individuals or 1.10 Personal Data means any personal information that
organizations to provide services to individuals seeking Julota collects,receives,or obtains,from Customer that does
assistance that it does not provide directly; c) to cooperate or can identify a specific individual or by or from which that
with other organizations to identify services needed for specific individual may be identified, contacted or located,
individuals seeking assistance; or d) to assemble, monitor such as the individual's name, address, social security
and direct Care Team(s)(defined below). number, or any information that applicable law proscribes as
1. DEFINITIONS. personally identifiable information. Personal Data may
include Protected Health Information(defined below).
1.1 Care Team means an individual or an organization 1.11 Platform means all ideas, concepts, inventions,
used or assembled by or through Customer or on behalf of systems, platforms, software, interfaces, tools, utilities,
Customer or in conjunction with Customer to assist templates, forms, content, graphics, techniques, methods,
Customer, directly or indirectly, in providing to a Health processes, algorithms, code, know-how, trade secrets and
Seeker (defined below) the assistance he or she seeks or other technologies,implementations and information that are
requires, used by Julota in providing the Julota services,including any
1.2 Trusted Partner means any organization that innovations, revisions, enhancements, upgrades or
provides services to a Help Seeker through Customer improvements of the foregoing.
utilizing the Hosted Service. 1.12 Protected Health Information or PHI shall have the
1.3 Customer Data means any data collected through same meaning as the term "protected health information"as
the provision of these services, excluding publicly available defined in HIPAA.
data and data previously obtained by Julota. Customer Data 1.13 Services means, collectively, the Hosted Service,
may include Personal Data, Platform, Julota API (if available or applicable), and
1.4 Customer Website means the website owned and Documentation,as described in the applicable SOW(defined
operated by Customer as identified in the applicable Order below).
Schedule. 2. SERVICES. Subject to the terms and conditions of
1.5 Documentation means any user guide, help this Agreement, Julota will provide Customer with access to
information and other documentation and information the Services as described in each Statement of Work"SOW".
regarding the Hosted Service that is delivered by Julota to The first SOW will be Exhibit A-1 and each subsequent SOW
Customer in electronic or other form, if any, including any will be designated "Exhibit A-_", completing the blank for
updates provided by Julota from time to time. each subsequent SOW with the appropriate number, in
1.6 Health Privacy Laws means(i)the Health Insurance ascending numerical order. A sample form SOW is attached
Portability and Accountability Act of 1996, as amended and as Exhibit A. Each SOW will be subject to the terms of this
including any implementing regulations ("HIPAA"); (ii) Agreement. In the event of any conflict between the terms
HITECH; (iii) 42 C.F.R. Part 2; and (iv) any other applicable and conditions of this Agreement and the terms and
federal or state statute, regulation, administrative or judicial conditions of a SOW, the terms and conditions of the SOW
shall govern as to that SOW only. Customer's use of the
ruling requiring a party to protect the confidentiality, privacy
and/or security of Personal Data and other healthcare-related Services is subject to this Agreement and the applicable
information pertaining to Help Seekers. SOW.
3. LICENSE GRANT.
CCl-lliSr _V ;AOE-A L� ` 2Z.
page 1 of 2
0) Julota°
• • Julota®SaaS Agreement
3.1 License Grant to Customer. Subject to the terms Customer's trademark guidelines, if any, are attached as
and conditions of this Agreement, Julota grants Customer Exhibit C.
(defined in the applicable SOW), during the term of the 4. PRIVACY. Julota may collect or store Customer
applicable SOW and the term of this Agreement(whichever Data, which may contain Personal Data concerning Help
period is shorter),a non-exclusive, non-transferable right and Seekers in connection with the provision of the Services.
license to access and use the Services as provided for in the Julota will comply with its non-disclosure obligations set forth
applicable SOW. The Services will also be provided in this Agreement. The Parties agree to comply with the
pursuant to the service levels set forth in the Service Level
Agreement("SLR),which is attached as Exhibit B. requirements of all Health Privacy Laws. The Parties agree
that Julota will serve as a Business Associate with respect to
3.2 License Restrictions for Customer. Customer certain Services it provides to Customer. Accordingly, as it
shall not, directly or indirectly, permit any third party to: (i) applies to such Services,the Parties shall execute and abide
reverse engineer, decompile, disassemble or otherwise by the terms set forth in the business associate agreement
attempt to discover the source code or underlying ideas or attached hereto and incorporated herein as Exhibit D
algorithms of the Services; (ii) modify, translate, or create ("BAA").
derivative works based on the Services; (iii) rent, lease, 5 PASSWORDS iSECURITY!DISCLOSURE.
distribute, sell, resell, assign, or otherwise transfer its rights
to use the Services; (iv) make the use of the Services 5.1 Passwords. Customer is responsible for maintaining
available to anyone other than for its own internal purposes; the confidentiality of its passwords. Customer is solely
(v) use the Services for timesharing or service bureau responsible for any and all activities that occur under its
purposes or otherwise for the benefit of a third party; (vi) account and all charges incurred from use of the Services
remove any proprietary notices from the Services or any accessed with Customer's passwords. Customer agrees to
other Julota materials furnished or made available immediately notify Julota of any unauthorized use of
hereunder; (vii) publish or disclose to third parties any Customer's account or any other breach of security known to
evaluation of the Services; (viii) use the Services in Customer. Julota shall have no liability for any loss or
automatic, semi-automatic or manual tools designed to damage arising from Customer's failure to comply with these
create virus signatures,virus detection routines,or any other requirements.
data or code for detecting malicious code or data;or(ix)use 5.2 Security. Julota will maintain the Services at a third
the Services to build a competitive product or service, or party hosting facility and will implement industry standard
copy any features,functions or graphics of the Services. security precautions, which are intended to prevent
3.3 API License. If provided for in the applicable SOW, unauthorized access to Customer Data. Customer
Julota hereby grants Customer, during the term of the acknowledges that, notwithstanding such security
applicable SOW, a nonexclusive, nontransferable, precautions, use of,or in connection to,the Internet provides
nonassignable, license to access and use the Julota API the opportunity for unauthorized third parties to circumvent
solely in connection with its use of the Services. such precautions and gain access to the Services and
3.4 License Grant to Julota. Customer grants Julota, Customer Data.
•
during the term of this Agreement and the applicable SOW,a 5.3 Disclosure. Customer agrees that Julota and its
non-exclusive, non-transferable, non-sublicensable license agents, which have agreed to confidentiality obligations at
for it to use Customer Data and its trademarks(the"Marks") least as restrictive as Julota's obligations in this Agreement,
for the sole purpose of providing the Services or as can access Customer Data and its account information in
otherwise set forth in this Agreement. Customer reserves all order to respond to its service requests and/or as necessary,
ownership and other rights in the Customer Data and the in Julota's sole discretion, to provide Customer with the
Marks not expressly included herein and nothing in this Service.Julota will not otherwise disclose such data except if
Agreement shall be deemed to convey or transfer to Julota compelled by law,permitted by Customer,or pursuant to the
any ownership rights in or to the Customer Data or the terms of the BAA and the terms of Julota's Privacy Policy,
Marks. Notwithstanding the foregoing, Customer which is available at www.Julota.com/privacv-policy/ (the
understands that it may not be the exclusive owner of "Privacy Policy') and is incorporated into this Agreement.
Customer Data. The terms of this Agreement shall supersede any
3.5 License Restrictions for Julota. Julota's license to inconsistent terms in the Privacy Policy.
the Marks is subject to the following restrictions: (i) all of 5.4 Permission to Disclose. By submitting any Help
Julota's uses of the Marks must be preapproved by Seeker's Personal Data to the Hosted Services and providing
Customer; (ii) Julota shall not use any Marks in such a way said Personal Data to Julota for processing, Customer
as to give the impression that they are the property of warrants that it has: (i) legal authority to disclose such
anyone other than Customer; and (iii) Julota shall comply Personal Data in compliance with Health Privacy Laws and
with Customer's trademark guidelines, if any, and any other (ii) if required by Health Privacy Laws, this Agreement, or
reasonable requirements established by Customer Julota's Privacy Policy or other policies, the necessary
concerning the style, design, display, and use of its Marks.
rr7 rrr: li K.pAr-I,-a 3,2.i
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Julota
Julota®SaaS Agreement
permissions, authorizations and consents from the Help 7. CUSTOMER OBLIGATIONS.
Seekers that it enters Personal Data about through the 7.1 Process. Customer shall assign two (2)
Services and for the viewing and processing of their Personal representatives who will be responsible for all
Data and Customer Data by Julota, its agents, third-party communications with Julota related to the use of the
service providers, other organizations utilizing the Hosted Services.
Services to provide assistance to Help Seekers, and Care
Teams as set forth herein. 7.2 Conduct. Customer is and will be solely responsible
for its actions and the actions of its authorized users while
6.. OWNERSHIP. using the Services. Customer is and will also be solely
6.1 With the exception of Customer Data, the Platform, responsible for the actions of each Care Team and each of
the Hosted Services, and all information,.reports, studies, the Care Teams officers, directors, members, employees,
object and source code (including without limitation the agents, contractors, subcontractors and individual(s) related
Services and all modifications, enhancements, additions, to Customers use of the Services or the provision of
upgrades, or other works based thereon or related thereto), assistance to any Help Seeker. Customer is and will be
flow charts, product documentation,diagrams,specifications, responsible for all claims made by a Care Team related to
methods and other tangible or intangible material of any any transaction related to the Services. Customer
nature whatsoever produced through or as a result of or acknowledges and agrees that Julota is not liable for, or
related to any product, service or deliverable (collectively, responsible to, remediate any issues found on Customer's
"Works") or development of any data analytics or usage network or in Customer's web traffic through the Services. In
models hereunder, and all patents, copyrights, trademarks addition to the conduct restricted in Section 3.2 (License
and other proprietary rights related to such Works and Restrictions for Customer), Customer agrees, on behalf of
models,shall be the sole and exclusive property of Julota,its itself and its authorized user(s) to: (i) abide by all laws and
Affiliates (defined below) or their third party providers regulations including,without limitation, all laws applicable to
any service provides or any Careprovides
(collectively, "Julota Property"). Nothing in the Agreement to a Help Seekero and rall laws applicable to theeam transmiss on
shall convey to Customer any title to or ownership of any of technical data exported from the United States through the
Julota Property. Customer hereby irrevocably assigns and Services and to wireless e-mail marketing and advertising;
transfers to Julota, its Affiliates or their third-party providers (ii)not to upload or distribute in any way content that contain
all rights, title, and interest in any such Works and models. viruses, corrupted files, or any other similar software or
Affiliate means an entity that controls, is controlled by, or programs that may damage the operation of the Services or
under common control with a party, where"control" means another's computer or mobile device; (iii) not to use the
the direct or indirect ownership of more than 50% of the Services for illegal, fraudulent, unethical or inappropriate
voting securities of such entity or party. No rights are purposes; (iv) not to interfere or disrupt networks connected
granted to Customer hereunder other than as expressly set to the Services or interfere with the ability of others to access
forth herein. or use the Services; (v)not to distribute, promote or transmit
6.2 Customer acknowledges and agrees that Julota shall through the Services any unlawful, harassing, libelous,
have the right to utilize data capture, syndication, and abusive, threatening, harmful, vulgar, obscene,
analysis tools, and other similar tools, to extract, compile, pornographic, indecent, defamatory, hateful, racially,
synthesize, and analyze any non-personally and non- ethnically, unwanted or otherwise objectionable material of
Customer identifiable data or information resulting from any kind or nature; (vi) not to transmit or post any material
Customer's use of the Service("Statistical Data"). Statistical that encourages conduct that could constitute a criminal
Data may be collected by Julota for any lawful business offense or give rise to civil liability; (vii) not to interfere with
purpose without a duty of accounting to Customer, provided another customer's use and enjoyment of the Services or
that the Statistical Data is used only in an aggregated form, another entity's use and enjoyment of similar services; (viii)
without specifically identifying the source of the Statistical not to engage in, or permit others to engage in, contests,
Data. Except for the limited rights granted herein,at no time chain letters or post or transmit "junk mail," "spam," "chain
shall Julota acquire any ownership, license, rights or other letters,"or unsolicited mass distribution of e-mail; and (ix) to
interest in or to the Customer Data, all of which shall, as comply with all regulations, policies and procedures of
between Customer and Julota, be and remain the networks connected to the Services, Julota,. or Julota's
confidential and proprietary information of Customer. service providers, as the same may be promulgated .from
time to time. Julota may remove any violating data on the
6.3 Julota shall have a royalty-free, worldwide, website posted or stored using the Services or transmitted
transferable, sub-licensable, irrevocable and perpetual through the Services, without notice to Customer; however,
license to incorporate into the Service or otherwise use Julota has no obligation to do so.
Statistical Data, any suggestions, enhancement requests,
recommendations or other feedback Julota receives from 7.3 Customer will maintain privacy policies and will
Customer, provide copies or access to its privacy policies as required by
applicable law to each Help Seeker prior to entering any
€EX-IIBIT 1% PAGE 3 OF 21. 1 page 3 of 3
bJulota°
Julota®SaaS Agreement
information about the Help Seeker through the Services. reimbursement from Customer must be preapproved in
Customer will ensure that its practices for storing and writing by Customer.
safeguarding Help Seeker related information are consistent 8.3 Payments. Unless stated otherwise on the
with industry privacy, security standards and all applicable applicable SOW,all Fees are due and payable by Customer
legal requirements. Customer must obtain the necessary within thirty(30)days after the invoice date.Any payment not
authorizations and its privacy policy must include the received from Customer by the due date shall accrue(except
following disclosures and terms sufficient to allow for: (i) the with respect to charges then under reasonable and good
collection and processing of data from Help Seekers, faith dispute),at the Ipwer of one and a half percent(1.5%)of
including any Personal Data from a Help Seeker; (ii)Julota's the outstanding balance per month (being 18%per annum),
processing of Help Seeker data;(iii)the use of Personal Data or the maximum rate permitted by law, from the date such
belonging to Help Seekers as contemplated in the provision payment is due until the date paid. Customer shall also pay
of the Services and in the applicable SOW; (iv) the all sums expended (including, without limitation, reasonable
maintenance and retention of Personal Data after assistance legal fees)in collecting overdue payments.
is rendered by Customer to a Help Seeker; (v) the
processing and sharing of Personal Data and other data of 8.4 Taxes. All fees set forth in this Agreement are
Help Seekers with other organizations utilizing the Hosted exclusive of all taxes and similar fees. Customer shall be
Services and by Care Teams; and (vi) the sharing and responsible for and shall pay in full all sales, use, excise or
utilizing of each Help Seeker's Personal Data and the similar governmental taxes imposed by any federal, state,or
aggregate data derived therefrom by Julota. Customer shall local governmental entity upon the fees charged the
be solely responsible for obtaining and maintaining Customer under this Agreement, exclusive, however, of
documentation of any and all legally required written taxes based on Julota's income,which taxes shall be paid by
permissions, consents or authorizations from Help Seekers Julota. If any taxes for which Customer is responsible
before a Help Seeker's Personal Data is provided to Julota or hereunder are paid by Julota, Customer will promptly
placed on the Platform. Any and all information provided by reimburse Julota upon Customer's receipt of proof of
Customer to Julota via the Hosted Services or any other payment.
Services relating to any Help Seeker's permissions,consents g TERM. This Agreement commences on the Effective
or authorizations shall be accurate and valid. Customer shall Date and shall continue for one year, unless earlier
notify Julota, on a form provided and/or approved by Julota, terminated in accordance with this Agreement. Following the
of any restrictions on the use or disclosure of a Help initial Term, this Agreement shall renew for successive
Seeker's Personal Data that Customer is required to abide twelve (12)-month periods unless either party provides
by to the extent that such restriction may affect Julota's use
or disclosure of that Help Seeker's Personal Data. Customer written termination notice 60 days prior to the end of the
shall notify Julota of any changes in, or revocation of, the Term.
permission, authorization or consent by a Help Seeker for 10. TERMINATION.
Customer to disclose such Help Seeker's Personal Data on
the Platform. Notwithstanding the foregoing revocation or 10.1 Breach. Except as otherwise provided in this Section
change in authorization,Julota may retain copies of that data 10, either party shall have the right to' terminate this
in read only format to the extent permitted by law in order to Agreement or the applicable SOW upon written notice if the
comply with its statutory or regulatory requirements or to other party has breached a material term of this Agreement
defend against a claim or complaint, or the applicable SOW and has not cured such breach within
thirty (30) days of receipt of notice from the non-breaching
8. FEES AND TAXES. party specifying the breach.
8.1 Fees. Customer agrees to pay Julota the fees set 10.2 Insolvency. Either party shall have the right to
forth on the applicable SOW for the Services, in accordance terminate this Agreement if(i)the other party has a receiver
with the fees, charges, and billing terms set forth in this appointed for it or its property; (ii)any proceedings are
Agreement (collectively, "Fees"). All Fees are quoted in commenced by the other party under a Chapter 7
United States currency.Except as otherwise provided in this bankruptcy;or(iii)the other party is liquidated or dissolved.
Agreement,Fees are non-refundable. 10.3 Failure to Pay/Customer Conduct. Julota shall
8.2 Additional Charges. Customer shall pay travel and have the right to suspend or terminate access to the
living .expenses and other out-of-pocket expenses Services, at its sole option, with or without notice to
reasonably incurred by Julota in connection with the Customer,if:(i)any payment is delinquent by more than sixty
Services. As applicable, such out-of-pocket expenses shall (60)days, or(ii)if Customer breaches Sections 3.2, 5 or 7 of
be incurred in accordance with Julota's then-current this Agreement
corporate travel and expense policy. If an out-of-pocket
expense is listed in an Exhibit, such expense may be 10.4 Immediate Termination. Julota may immediately
changed to reflect changes issued by the applicable vendor, suspend or terminate this Agreement or the applicable SOW,
All expenses incurred by Julota for which it seeks in its sole and absolute discretion, if Customer violates
EXHIBIT PAGE t( 47F Z I! page e 4 of 3
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Julota®SaaS Agreement
Section 7.2 of this Agreement or violates or misappropriates access in order to perform their obligations under this
Julota's intellectual property rights related to the Services. Agreement and who agreed to be bound by these obligations
10.5 Effect of Termination. Termination of this of confidentiality and non-disclosure. Except as otherwise
Agreement will terminate all SOWs. Termination of an expressly provided in this Agreement, upon termination of
individual SOW will only terminate that SOW and will not this Agreement for any reason, and at the request of the
result in the termination of this Agreement, unless the SOW disclosing party, the receiving party shall promptly return or
provides otherwise. Julota shall not be liable to Customer or destroy (at the disclosing parry s option), all copies of the
any third party for suspension or termination of Customer's other patty's Confidential Information. Notwithstanding the
access to,or right to use,the Services under this Agreement, foregoing, each party may maintain archival copies of
If Customer terminates this Agreement or an SOW pursuant Confidential Information for the applicable statutory periods.
to Section 10.1 or if Julota terminates this Agreement or an 11.2 Exclusions. Confidential Information shall not
SOW without cause, Customer will be obligated to pay the include any information that is (i) already known to the
balance due for the Services up to the date of termination. If receiving party at the time of the disclosure; (ii) publicly
Julota terminates this Agreement or an SOW pursuant to known at the time of the disclosure or becomes publicly
Section 10.1 or if Customer terminates this Agreement or known through no wrongful act or failure of the receiving
SOW without cause, Customer shall pay any unpaid fees party; (iii)subsequently disclosed to the receiving party on a
through the date of termination and shall pay any unpaid fees non-confidential basis by a third party not having a
covering the remainder of the term of all SOWs, if the confidential relationship with the other party hereto that
Agreement is terminated, or the applicable SOW, if only the rightfully acquired such information; (iv) communicated to a
SOW is terminated. Upon the effective date of termination of third party by the receiving party with the express written
this Agreement for any reason, Customer's access to the consent of the other party hereto; or (v) requests for
Services will terminate and Customer shall cease accessing information pursuant to the Freedom of Information Act, or
and using the Services immediately and Julota shall cease any open-records or public disclosure laws, provided an
use immediately of any Marks. Sections 3.2, 4, 5, 6, 8 exemption to said disclosure or other law superseding the
through 16 and 18 of this Agreement shall survive requirement for disclosure does not apply, and provided that
termination for any reason. the disclosure does not include data solely stored in the
11. CONFIDENTIALITY. Hosted Service. A disclosure of Confidential Information that
is legally compelled to be disclosed pursuant to a subpoena,
11.1 Obligations. Each of the Parties agrees to maintain summons, order or other judicial or governmental process
in confidence any proprietary or non-public information of the shall not be considered a breach of this Agreement;provided
other party, whether written or otherwise, disclosed by the the receiving party provides prompt notice of any such
other party in the course of performance of this Agreement subpoena, order, or the like to the other party so that such
that a party knows or reasonably should know is considered party will have the opportunity to obtain a protective order or
confidential by the disclosing party ("Confidential otherwise oppose the disclosure.
Information"). The Parties hereby agree the terms and 12. WARRANTY.
conditions of this Agreement, and any discussions related to
the Services shall be considered Confidential Information. 12.1 Disclaimer of Warranties. EXCEPT AS
Confidential Information also includes: (I) trade secrets and EXPRESSLY PROVIDED IN THIS AGREEMENT, THE
proprietary information (including that of any client, supplier SERVICES ARE PROVIDED "AS IS," AND, TO THE
or licensor); (ii) customer lists, client lists, business plans, MAXIMUM EXTENT PERMITTED UNDER APPLICABLE
information security plans, business continuity plans, LAW, JULOTA MAKES NO AND HEREBY DISCLAIMS ALL
requests for proposals or requests for information and OTHER WARRANTIES, REPRESENTATIONS, IMPLIED
responses to such requests that the Parties may change WARRANTIES OR MERCHANTABILITY, WITH RESPECT
after the Effective Date, and proprietary software programs; TO THE USE, MISUSE, OR INABILITY TO USE THE
and(iii)any other information received from or on behalf of a SERVICES (IN WHOLE OR IN PART) OR ANY OTHER
disclosing party that is marked confidential or that the. PRODUCTS OR SERVICES PROVIDED TO CUSTOMER
recipient of the information could reasonably be expected to BY JULOTA, OR OTHERWISE UNDER THESE TERMS.
know is confidential. The receiving party shall not disclose, WITHOUT LIMITING THE FOREGOING, JULOTA DOES
use, transmit, inform or make available to any entity, person NOT WARRANT THAT ALL ERRORS CAN BE
or body any of the Confidential Information, except as a CORRECTED,OR THAT USE OF THE SERVICES WILL BE
necessary part of performing its obligations hereunder, and UNINTERRUPTED OR ERROR FREE. JULOTA
shall take all such actions as are reasonably necessary and DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING,
appropriate to preserve and protect the Confidential IMPOSSIBILITY OF ACCESS, OR POOR USE
Information and the Parties' respective rights therein, at all CONDITIONS OF THE SERVICE DUE TO
times exercising at least a reasonable level of care. Each INAPPROPRIATE OR DEFECTIVE EQUIPMENT,
party agrees to restrict access to the Confidential Information DISTURBANCES RELATED TO INTERNET SERVICE
of the other party to those employees or agents who require PROVIDERS, TO THE SATURATION OF THE INTERNET
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• Julota®SaaS Agreement
NETWORK, ERROR, OMISSION, INTERRUPTION, (ii) it will comply with all laws and regulations directly
DELETION, DEFECT, DELAY IN OPERATION OR applicable to its performance of its obligations under this
TRANSMISSION, COMMUNICATIONS LINE FAILURE, Agreement or its use of the Services.
THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS 13. INDEMNIFICATION. Julota shall indemnify, defend,
TO, OR ALTERATION OF, USER COMMUNICATIONS, or at its option settle, any third party claim or suit based on
PROBLEMS RELATED TO THE SERVICES OR ITS USE, any third party claim or suit based on a claim that the
LOSS OF PERSONAL CONTENT, OR ANY OTHER provision of the Services violate applicable law or that the
REASONS. JULOTA ALSO EXPLICITLY DISCLAIMS ANY Services (excluding any third party software)violate, infringe
WARRANTIES RELATED TO BUSINESS RESULTS THAT or misappropriate any United States patent, copyright,
MAY BE OBTAINED BY USE OF THE SERVICES AND trademark or trade secret and Julota shall pay any final
SPECIFICALLY STATES NO SUCH REPRESENTATIONS judgment entered against Customer in any such proceeding
ARE OR HAVE BEEN MADE TO CUSTOMER. or agreed to in settlement; provided (i) Julota is promptly
CUSTOMER WILL BE SOLELY RESPONSIBLE FOR (I) notified in writing of such claim or suit, (ii) Julota or its
ESTABLISHING AND MAINTAINING AN INTERNET designee has sole control of such defense or settlement,and
CONNECTION SUFFICIENT FOR THE SERVICES TO (iii) Customer gives all information and assistance requested
FUNCTION PROPERLY, (II) THE CONTENT AND by Julota or such designee. To the extent that use of the
EFFICACY OF ALL MARKETING INITIATIVES, AND (III) Services is enjoined, Julota may at its option either (a)
FULFILLING ALL ITS OBLIGATIONS TO HELP SEEKERS procure for Customer the right to use the Services, (b)
IN CONNECTION WITH THE USE OF THE SERVICES. replace the Services with other suitable products, or (c)
CUSTOMER WILL FOLLOW PROPER BACK-UP refund the prepaid portion of the Fee(s)paid by Customer for
PROCEDURES FOR ANY OTHER PROGRAMMING AND the Services or the affected part thereof. Julota shall have
ALL DATA TO PROTECT AGAINST LOSS OR ERROR no liability under this Section 13 or otherwise to the extent a
RESULTING FROM THE USE OF ANY EQUIPMENT OR claim or suit is based upon (1) use of the Services in
THE SERVICES. CUSTOMER AGREES THAT JULOTA combination with software or hardware not provided by
AND THE PLATFORM AND SERVICES DO NOT MAKE Julota if infringement would have been avoided in the
CLINICAL, MEDICAL OR OTHER DECISIONS OR absence of such combination, (2) modifications to the
RECOMMEND, ENDORSE OR MAKE ANY MEDICAL, Services not made by Julota, if infringement would have
CLINICAL OR RELATED REPRESENTATIONS OR been avoided by the absence of such modifications, or (3)
WARRANTIES. CUSTOMER ASSUMES ALL use of any version other than a current release of the
RESPONSIBILITY IN CONNECTION WITH DISCLOSING Services, if infringement would have been avoided by use of
CUSTOMER DATA ON THE PLATFORM. a current release.
12.2 Open Source. Parts of the software for the Services THIS SECTION 13 STATES JULOTA'S ENTIRE LIABILITY
may be subject to the GPL(General Public License)for open AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR
source software, and all warranties are disclaimed for such VIOLATION, INFRINGEMENT AND MISAPPROPRIATION
parts by the Free Software Foundation, Inc. See the GNU CLAIMS BASED ON THE SERVICES.
General Public License for more details. Similarly, parts of
such software may be subject to the MIT License for open 14. LIMITATION OF LIABILITY.
source software, and therefore, the following restrictions:
MIT grants permission, free of charge to any person 14.1 Limitation on Direct Damages. EXCEPT AS IT
obtaining a copy of the software and associated RELATES TO JULOTA'S INDEMNIFICATION
documentation files, to deal in the software without OBLIGATIONS, IN NO EVENT SHALL JULOTA'S
restriction,including without limitation the rights to use, copy, AGGREGATE LIABILITY, IF ANY,ARISING OUT OF OR IN
modify, merge, publish, distribute, sublicense, and/or sell ANY WAY RELATED TO THIS AGREEMENT EXCEED THE
copies of the software, and to permit persons to whom the FEES PAID BY CUSTOMER FOR THE SERVICES FOR
software is furnished to do so, subject to the following THE PERIOD OF TWELVE (12) MONTHS PRIOR TO THE
conditions and notwithstanding anything to the contrary in EVENT THAT DIRECTLY GAVE RISE TO THE DAMAGES
this Agreement: the software is provided "AS IS" without CLAIMED, WITHOUT REGARD TO WHETHER SUCH
warranty of any kind, express or implied, including but not CLAIM IS BASED IN CONTRACT, TORT (INCLUDING,
limited to, the warranties of merchantability, fitness for a WITHOUT LIMITATION, NEGLIGENCE), PRODUCT
particular purpose and non-infringement, In no event shall LIABILITY OR OTHERWISE.
the authors or copyright holders be liable for any claim, 14.2 Waiver of Consequential Damages. EXCEPT AS
damages or other liability, whether in an action of.contract, IT RELATES TO JULOTA'S GROSS NEGLIGENCE OR
tort or otherwise, arising from,out of or in connection with.the INTENTIONAL MISCONDUCT, IN NO EVENT SHALL
software or the use of other dealings in the software. JULOTA BE LIABLE FOR ANY INDIRECT, SPECIAL,
12.3 Mutual Warranties. Each party represents and PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING,
warrants that: (i) it does not have any contractual obligations WITHOUT LIMITATION, LOSS OF DATA OR LOSS OF
that would prevent it from entering into this Agreement; and
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PROFITS, WITHOUT REGARD TO WHETHER SUCH if transmitted by facsimile or email;three days after it is sent,
CLAIM IS BASED IN CONTRACT, TORT (INCLUDING, if sent for next day delivery by recognized overnight delivery
WITHOUT LIMITATION, NEGLIGENCE), PRODUCT service; and upon receipt, if sent by certified or registered
LIABILITY OR OTHERWISE, EVEN IF JULOTA HAS BEEN mail,return receipt requested.
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 17.2 Governing Law and Jurisdiction. This Agreement
EVEN IF JULOTA HAS BEEN ADVISED OF THE shall be governed by the laws of the State that the Customer
POSSIBILITY OF SUCH QAMAGES, is located, excluding its conflict of laws rules. Each party
14.3 No Liability for Wrongful Third-Party Disclosures, hereby irrevocably submits to the exclusive jurisdiction of the
Notwithstanding anything to the contrary herein, Julota will Courts within the County of El Paso.located in the State of
have no liability to Customer or any other organization or Colorado. Any provision of this Agreement held to be
individual related to the wrongful disclosure by Customer,the unenforceable shall not affect the enforceability of any other
Care Team, a Trusted. Partner or any director, officer, provisions of this Agreement. Each party further hereby
employee,agent or service provider of the foregoing. waives any right to jury trial in connection with any action or
15. NON-SOLICITATION. During the term and for a litigation in any way arising out of or related to this
period of twelve (12)months thereafter,Julota and Customer Agreement.
shall not knowingly, directly or indirectly, solicit, recruit, 17.3 Dispute Resolution. Before initiating legal action
employ or contract with any employees of one another. against the other party relating to a dispute herein, the
16. INSURANCE. Julota will maintain (and shall cause Parties agree to work in good faith to resolve disputes and
each of its agents, independent contractors and claims arising out of this Agreement.To this end, each party
subcontractors performing any services hereunder to may request that the other party designate an officer or other
maintain) at its sole cost and expense at least the following management employee with authority to bind such party to
insurance covering its obligations under this Agreement: meet to resolve the dispute or claim. If the dispute is not
resolved within 30 days of the commencement of informal
16.1 Commercial General Liability.With coverage of not efforts under this paragraph, either party may pursue formal •
less than One Million Dollars ($1,000,000) each occurrence legal action.This paragraph will not apply if expiration of the
(for bodily injury and for damage to property); including applicable time for bringing an action is imminent and will not
coverage for.premises and operations, contractual liability, prohibit a party from pursuing injunctive or other equitable
broad form property damage and products and completed relief to which it may be entitled.
operations and Three Million Dollars ($3,000,000) in the 17.4 Relationship of the Parties. The Parties to this
aggregate. agreement are independent entities, and no agency,
16.2 Cyber Liability Insurance.With coverage of not less partnership franchise, joint venture or employee-employer
than Three Million Dollars ($3,000,000) in the aggregate relationship is intended or created by this Agreement.
which shall include at a minimum coverage for (i) 17.5 Assignment. Neither Party may assign any of its
unauthorized access by an outside party,which may take the rights or obligations hereunder,whether by operation of law
form of a "hacker attack" or a "virus" introduced by a third or otherwise, without the prior written consent of Julota (not
party;(ii)failure to prevent a party other than an insured from to be unreasonably withheld). Notwithstanding the foregoing,
unauthorized access to, use of, tampering with or either Party may assign this Agreement in its entirety
introduction of malicious code into data, programs or (including all SOWs), without consent of the other Party, in
systems;and(iii) breach of Customer's data. connection with a merger, acquisition, corporate
16.3 Policy Terms. Such insurance shall name Customer reorganization, or sale of all or substantially all of its assets,
as an additional insured. A blanket endorsement or an provided that,in the case of Customer,the assignment is not
additional insured endorsement evidencing the policy shall to a direct competitor of Julota. In the event that either Party
be provided to Customer upon execution.Julota shall provide assigns its rights or obligations hereunder, in violation of this
Customer with written notice of any policy cancellation within Section, either Party may at .its election, terminate this
thirty (30) days of the receipt of such notice. Julota shall Agreement, provided it does so within sixty(60) days of the
obtain replacement insurance policies meeting the date that written notice of the assignment is provided to the
requirements of this Section 17. non-assigning Party. Subject to the foregoing, this
17. GENERAL. Agreement shall bind and inure to the benefit of the parties,
their respective successors and permitted assigns.
17.1 Notices. All notices to a party shall be in writing and 17.6 Entire Agreement. This Agreement, including all
sent to the addresses specified in this Agreement(and in the SOWs, exhibits and addenda hereto, constitutes the entire
case of Julota,to the attention of the Chief Operating Officer) agreement between the Parties and supersedes all prior and
or such other address as a party notifies the other party,and contemporaneous agreements,proposals or representations,
shall be deemed to have been duly given when received, if written or oral,concerning its subject matter.No modification,
personally delivered;when receipt is electronically confirmed, amendment, or waiver of any provision of this Agreement
'EXHIBIT I�,_ PAGE__0, 3.s
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shall be effective unless in writing and either signed or Customer or its affiliates, nor will Customer or its affiliates
accepted electronically by the party against whom the dispute the legal authority, validity or authenticity of those
modification, amendment or waiver is to be asserted. who sign with such electronic signatures to bind Customer
However, to the extent of any conflict or inconsistency and its affiliates. Electronic signatures by Customer and its
between the provisions in the body of this Agreement and affiliates, as well as signatures by either party transmitted by
any SOW, exhibit or addendum hereto, the terms of such facsimile or electronically via PDF or similar file delivery
SOW, exhibit, or addendum shall prevail. Notwithstanding method,shall have the same effect as an original signature.
any language to the contrary therein, no terms or conditions 17.13 Federal Government End Use Provisions. If
stated in a Customer purchase order or other order Customer is a U.S, federal government end user, the
documentation (excluding SOWs) shall be incorporated into Services are a"Commercial Item" as that term is defined at
or form any part of this Agreement, and all such terms or 48 C.F.R. §2.101, consisting of "Commercial Computer
conditions shall be null and void. Further, notwithstanding Software" and "Commercial Computer Software
the foregoing, terms of the SOW that conflict with or are Documentation", as those terms are used in 48 C.F.R.
inconsistent with this Agreement,which conflict with statutory §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R.
or regulatory requirements will not control or supersede this §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as
Agreement and such terms will be deemed waived. applicable, these Services are licensed to You with only
17.7 Force Majeure. Neither party shall be in default if its those rights as provided under the terms and conditions of
failure to perform any obligation under this Agreement is this Agreement.
caused solely by supervening conditions beyond that patty's Each party hereto has caused this Agreement to be executed
reasonable control including, without limitation, acts of God, by its authorized representative with effect from the Effective
civil commotion, war, strikes, labor disputes, third party Date.
Internet service interruptions or slowdowns, vandalism or
"hacker"attacks,acts of terrorism or governmental demands
or requirements. TouchPhra /De 1 pme LL d/b/a Julota
17.8 No Third-Party Beneficiary Rights. This J
Agreement is not intended to and shall not be construed.to By:-7
give any third-party any interest or rights(including, without _
limitation, any third-party beneficiary rights)with respect to or Name: � &AVE S .2DZZ
in connection with any agreement or provision contained. �!
herein or contemplated hereby. Title: (�f60
17.9 Headings. The headings of the sections of this
Agreement are for reference only and shall not modify,define
or limit any of the terms or provisions of this Agreement. Richmond Fire Department("Customer")
17.10 Severability. If any provision of this Agreement shall
be held to be illegal, invalid or unenforceable, that provision By:
will be enforced to the maximum extent permissible so as to
affect the intent of the parties and the validity, legality and Name: !"�TE
enforceability of the remaining provisions shall not in any way .
be affected or impaired thereby. Title:
17.11 Construction. This Agreement has been negotiated
by the Parties and will be fairly interpreted in accordance with
its terms and without any strict construction in favor or
against any party.
17.12 Counterparts and Signatures. This Agreement and
any SOWs, exhibits, addenda and amendments may be
executed in counterparts, each of which shall be deemed an
original and which shall together constitute one instrument.
Each party may execute this Agreement and any SOWs,
exhibits,addenda Exhibit or amendment hereto in the form of
an electronic record utilizing electronic signatures, as such •
terms are defined in the Electronic Signatures in Global and
National Commerce Act (15 U.S.C. § 7001 et seq.).
Customer and its affiliates will not dispute the validity or
authenticity of electronic signatures submitted to Julota by
et 1 page 8 of 3
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• Julota®SaaS Agreement
EXHIBIT A
Statement of Work No.1
Service and Fees
This Statement of Work No. 1 ("SOW") is entered as of August 1, 2022 (the "Effective Date") by and between TouchPhrase
Development,LLC d/b/a Julota("Julota")and Richmond Fire Department("Customer"). Except as otherwise specifically provided
herein, the terms and conditions of the agreement between Julota and Customer dated August 1, 2022 (the "Agreement") are
incorporated herein by reference. Any capitalized term used but not defined in this SOW shall have the meaning first assigned to
it in the Agreement.
A. Term:
The term of this SOW is set forth in Appendix 1 to this SOW.
B. License and Deliverables:
1. Services: Julota will license to Customer access to a web-based and mobile integrated software for tracking
services provided to Help Seekers on the Platform, which is called "Julota Reach." Customer and its
authorized users may access the Services for the purpose of providing long-term Health Seeker contact,
tracking, monitoring and care. Customer will, through the administration panel of Julota.Reach, create and
authorize new authorized users. Julota Reach software will allow Customer and its authorized users to
communicate action steps necessary to integrate and coordinate the care of Help Seekers.
2. Authorized users: Authorized users may be individuals from Customer's organization or Care Teams and their
employees. Customer may authorize an unlimited number of authorized users to access Julota Reach
through Customer's license.
3. Usage and Storage: The amount of usage of the Hosted Services (not including enrollments) and data
storage is unlimited.
4. Excess Hosted Service Usage Fee: $0
5. Service Levels: Julota will provide general support for Julota Reach as provided for in the SLA attached as
Exhibit"B"to the Agreement.
C. Fees and Expenses:
1. Fees and expenses will be as provided in Appendix 1 to this Statement of Work.
2. Payment: All payments shall be paid within 30 days of the date on the invoice.Payments should be made payable
to"Julota"and sent to the following address:
Julota
Attention: Accounting Department
102 S.Tejon St.,Suite 1100
Colorado Springs,CO 80903
Contact: billing@julota.com
Julota may change the payment method provided it does so in writing to Customer. Payments not paid within 30
days of the date on the invoice will be charged at the lower of one and a half percent (1.5%) of the outstanding
balance per month (being 18%per annum),or the maximum rate permitted by law,from the date such payment is
due until the date paid, whichever is lower. Customer shall also pay all sums expended (including, without
limitation,reasonable legal fees)in collecting overdue payments.
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D. Schedule:
Upon execution of the Agreement and this SOW, provided the fee far the Initial Term is paid upon execution of this
SOW, Julota will commence the planning and execution of the Services with the intent of launching the Services for
Customer by Date TBD_.
E. Service Changes:
Julota reserves the right,in its sole discretion,to make any changes to the Services that it deems necessary or useful to:
1. maintain or enhance(i)the quality or delivery of the Services for its customers, (ii)the competitive strength of
or market for Julota's services,or(iii)the cost efficiency or performance of the Services;or
2. to comply with applicable Law.
Notwithstanding the foregoing,in no event will such Julota initiated changes result in increased cost to Customer during
the term of this SOW.
Customer understands that daily and weekly Julota initiated changes may occur without advance notice and such
changes are for the purpose of bug fixes and minor improvements.
During the term of this SOW,Julota shall provide to Customer at no additional charge the following:
1. any and all changes that it develops with respect to the Services, unless such changes are considered
optional to the Customer and bear additional costs to Julota outside of costs for Julota initiated implementation
and development;
2. any and all changes required by federal or state governmental,or professional regulatory mandates related to
the Customer's use of the Services;and
3. the Documentation associated with any changes.
Without limiting the foregoing, Customer may, at any time during the Term, request in writing changes to the Services.
The Parties shall evaluate the requested changes and, if agreed, implement all such requested changes in accordance
with a mutually agreed change order.No requested changes will be effective unless and until memorialized in a written
change order signed by both Parties.
F. Subcontractors:
Julota may from time to time in its discretion engage third parties to perform Services(each,a"Subcontractor")
G. On-Site Resources:
Any Julota personnel visiting Customer's facilities shall comply with all applicable Customer policies regarding access
to,use of,and conduct within such facilities.Customer will provide copies of such policies to Julota upon request.
H. Customer Acknowledgments:
Customer shall be responsible for purchasing, acquiring and installing all hardware associated with the Agreement and
this SOW. Customer shall also be responsible for all training. Julota has no responsibility related to any of the
hardware, including, but not limited to, in-store hardware (iPads, cables, cases, etc.). Julota may advise Customer
regarding proper deployment of Services,but such advice is without warranty and provided"As Is".
I. Definitions:
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• Julota®SaaS Agreement
1. "Dataset Migration" is the process of selecting, preparing, extracting, and transforming data from one
computer storage system to another."
2. "Monthly Active Client(s)" is a Help Seeker whose name has been added to the Hosted Services, through
Customer's subscription to the Services,for a service,encounter or enrollment for a particular month.
Each party hereto has caused this Statement of Work to be executed by its authorized representative as of the Effective Date.
TouchPhrase Development,LLC dlbla Julota Richmond Fire Department("Customer")
By: By:
Name: Name: /'y
Title: Title: kC. �`k\``.
Date: Date:
•
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• . Julota°SaaS Agreement
Appendix 1 to the Statement of Work No.1
This Appendix 1 to the Statement of Work No. 1 ("Appendix"), except as otherwise specifically provided herein,,incorporates by
reference the terms of the Agreement and the SOW. Any capitalized term used but not defined in this Appendix shall have the
meaning first assigned to it in the SOW and,to the extent not defined in the SOW,then the meaning assigned to it in the Agreement.
The terms for Julota will provide the Services according to the following:
•
1. Term: The"Term"of the SOW shall be for one(1)year from the Effective Date and ending 11:59:59 p.m. MT on July
31, 2023 (the"Initial Term"), after which date this SOW shall automatically renew for successive 1-year periods, not to
exceed five (5)years (each, a"Renewal Term"), or until such time as either party elects not to renew this SOW by
providing written notice of non-renewal to the other party at least 60 days prior to the expiration of the Initial Term or the
current Renewal Term.
2. Fees(the following fees do not include applicable taxes):
One Time Fee Schedule:
Units: Price per Unit: Total:
Implementation Package Per Hub 1 $ 6,900 $ 6,900
Workflow understanding and guidance 4 Included Included
Modules per Hub 2 Included Included
PDF Workflow Training Documents 1 Included Included
Premium Launch Support(7 days) 1 Included Included
Ninety(90)Minute Video Training Sessions 3 Included Included
Custom Forms and Assessments(up to 30 fields) 1 Included Included
Custom Report(up to 20 fields) 0 $ 1,800 $ - 0
Surveys 1 $ 1,250 $ 1,250
Onboarding Trusted Partners 0 $ 200 $ 0
Standard Dataset Migration 0 $ 1,800 $ 0
Custom Dataset Migration 0 $ 4,200 $ 0
Interfaces one-way(ESO) 1 $ 1,250 $ 1,250
Interfaces 2-directional 0 $ 2,500 $ 0
CJIS/SAMHSA 42 CFR Part 2 Workflow Validation 1 $ 6,300 $ 6,300
Discount - 1 (-$ 2,000) (-$ 2,000)
TOTAL ONE-TIME FEES: $ 13,700
Recurring Annual Fees Schedule(non-refundable):
Units: Price per Unit: Total:
Base Platform License Fee $ 3,716
EMS Hubs 1 $ 3,150 $ 3,150..
Hubs 0 $ 5,600 $ 0
Trusted Partner Organizations 0 $ 105 $ 0
Community Resource Organizations 50 $ 0 $ 0
Services 4 $ 365 $ 1,460
Interfaces one-way(ESO) 1 $ 1,250 $ 1,250
Interfaces 2-directional 0 $ 2,500 - $ 0
. Monthly Actives converted into annual 240 $ 5 $ 1,200
Module-Client Notification • 0 $ 1,250 $ 0
Module-Surveys 1 $ 950 $ 950
Module-Criminal History 0 $ 950 $ 0
Module-Enrollments 0 $ 950 $ 0
Module-Clinical 1 $ 950 $ 950
Module-SAMHSA 42 CFR part 2 1 $ 5,000 $ 5,000
Module-Criminal Justice Information System(CJIS) 0 $ 5,000 $ 0
Custom Report Package(up to 20 fields) 0 $ 1,250 $ 0
LAX+____ A PAGE11- 0Fill.
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Julota®SaaS Agreement
Custom Report Package(21 to 40 fields) 0 $ 3,150 $ 0
Data Extraction 0 $ 1,250 $ 0
TOTAL RECURRING FEES: $17,676
Julota Essential Basic Support Services:
Units: Price per Unit: Total:
Julota Essential Basic Support Service 1 $5,000 $ 5,000
Included for each Hub:
• Access to Implementation Specialists up to 3 hours per month: • 1 Included Included
Help Desk access via web portal 1 Included Included
Email access 1 Included Included
Severity response for critical issues via hotline-4 hours 1 Included Included
*Post-implementation Development time charged$225/hour
YEARLY SUPPORT FEES: $ 5,000
Julota Project Manager Consultant:
Units: Price per Unit: Total:
Julota Project Manager Consultant 1 $10,500 $ 10,500
Included for each Hub:
Provide technical consulting 1 Included Included
Provide business consulting 1 Included Included
Provide product expertise 1 Included Included
Produce and manage client-facing documentation 1 Included Included
Direct Implementation to client goals and timelines 1 Included Included
TOTAL ONE-TIME FEES: $ 10,500
Julota Discount:
Units: Price per Unit: Total:
Discount 1 (-$ 6,000) (-$ 6,000)
TOTAL DISCOUNT: $ 10,500
Total for: One Time Implementation Fees $13,700
Recurring Fees $17,676
Julota Essential Support Services $ 5,000
Julota Project Manager Consultant $10,500
Julota Discount -$ 6,000
$40,876
3. For the completion of the Dataset Migration,Customer is responsible for providing its"data dictionary,"which provides
the name of the data fields in the old system,the definition of each data field,and the name of the field it is being moved
to on Julota's system.
4. If Customer exceeds the estimated number of Monthly Active Clients during a year,it will not be charged for additional
Monthly Active Clients,but Julota reserves the right to adjust the fee for Monthly Active Clients in the following year.
5. At the end of the Initial Term and each Renewal Term,Julota may increase the charges set forth in this SOW.Julota
agrees to notify Customer in writing at least sixty(60)days prior to any such price increase.
6. Additional services listed above may be purchased at any time by Customer by providing written notice to Julota
requesting the additional services. The rates set forth above in the"Recurring Annual Fees Schedule"are valid if
ordered during the Term for Non-Recurring Term subscriptions and during the Initial Term for Auto-Renew Term
subscriptions. Thereafter,the rates will be at the then current rates set by Julota.
PAGE t3 OF -CZ I
page 13 of 3
tb jJuIota®
• • Julota°SaaS Agreement
7. The fees in the"Recurring Annual Fees Schedule"are based upon anticipated usage for the first year of the Term and
then based on anticipated or actual usage for any additional years following the first year of the Term.
Each party hereto approves of and accepts the terms of this Appendix.
TouchPhra e Develop ent,LLC dlbla Julota Richmond Fire Department("Customer")
By: c - By: .
Name: ✓Cc 't l c_4i/ S Name: AUG, n
Title: t' Title: :. ¢ ' ram.
j''' .y
,
Date: (O Date: �
.5l � �2- .*-"-•,...„, ,
i EXHIBIT rk PAG.E .LL1 OF Vt page 14 of 3
•
W Julota"
• • Julota®SaaS Agreement
EXHIBIT B
Service Level Agreement
In performing the Services for Customer,Julota's level of performance shall be at least equal to or exceed the Service Levels set
forth in this Service Level Agreement(this"SLA")at all times during the Term of the applicable Statement of Work.
A. Definitions. Unless otherwise defined in this Addendum, the capitalized terms in this Addendum have the following
meaning. Defined terms that are not defined in this Addendum will have the same meaning as in the Agreement.
1. "Authorized User"is a person who has been granted authority to use the Services by the Customer
Representative.
2. "Availability"means that the Services are readily available to Customer and operating without material Error,
excluding any Outages and"Low"level incidents(defined below).
3. "Customer Representative"means the single person that Customer has designated in writing to Julota to be its
Customer Representative. Customer may change the Customer Representative by written notice to Julota.Only
one person may be designated as Customer Representative at any time. In addition to the authority designated in
this Addendum,the Customer Representative is awarded all rights designated to Authorized Users(e.g.,the
ability to contact the Support Desk).Only the Authorized Users may contact the Support Desk.
4. "Emergency Maintenance"means the downtime required by Julota for upgrading or maintaining the Services;
provided,that Julota has given Customer at least twenty-four hours prior written notice of such downtime,
provided that Emergency Maintenance does not exceed five(5)hours per month,and provided that-Emergency
Maintenance does not occur more than six(6)times per year.
5. "Failure"means any failure of Julota to meet a Service Level requirement;but excludes those failures attributable •
to a Force Majeure event.
6. "Monthly Availability Percentage"means the amount equal to the total number of minutes(multiply the number
of calendar days in any given month by the product of 24 times 60)in the applicable calendar month,minus the
total Outage time for that month,then divided by the total number of minutes.
7. "Outage"means the period(measured in minutes)that the Services are not readily available to Customer and/or
are operating with material Error;but shall not include:(i)Scheduled Downtime(which will not exceed ten(10)
hours in aggregate per month);(ii)emergency maintenance activities which will not exceed five(5)hours per
month;(iii)periods of unavailability attributable to Customer's negligent acts or omissions;or(iv)Customer's
failure to timely respond to Julota in connection with the resolution of any Problem.
8. "Regular Release"means releases of minor product updates for upgrading or maintaining the Services;
provided that there shall be no more than two regular releases per week and downtime for these weekly releases
does not exceed sixty(60)minutes for each release.
9. "Scheduled Downtime"means the downtime required by Julota for upgrading or maintaining the Services;
provided,that(i)such downtime occurs between the hours of 22:00 MT USA and 5:00 MT USA(or such other
hours that Customer has previously and specifically approved in writing);and(ii)Julota has provided five(5)
business days prior wriften notice of such downtime. This may also be referred to as"Scheduled Maintenance".
(iii)not to exceed 10.hours each month.
10. "Support Desk"is a resource that provides administrative support and technical support to Authorized Users.
B. Technical Support.
1. Contact Methods.Julota will make available to the Authorized Users two means of contacting the Support Desk:an
email("Support Email")and Web Portal. -
1. Email Support: Julota-Support(a,julota.com
2. Web Portal: http://support.julota.com
2. User Support Hours.Unless otherwise stated,standard user support hours are Monday-Friday from 8 AM to 5
PM local time with the exception of state and Federal holidays.In the event calls or emails are received outside of
page 15 of 3
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• • Julota®SaaS Agreement
User Support Hours,Julota will address the Authorized User's query during User Support Hours with the exception
of Critical events(as discussed below).
3. Technical support will be limited to the permissions of the Authorized User,which will be determined by the
Customer Representative pursuant to the"Protocol Authorization Form,"a sample of which is attached as"Annex
A"in blank format. The permissions will be defined in the Protocol Authorization Form. The Protocol Authorization
Form will set forth the Authorized User's permissions granted to him or her.
4. At the time that the Authorized User contacts the Support Desk,the Authorized Users permissions will be verified in
order to determine the scope of support that may be granted. If an Authorized User does not have sufficient
permissions(e.g.,they are attempting to report an issue for an area that they do not have the authority to access,
the event will be deemed unreported).
C. Severity Levels and Response Times. The following are a description of the service levels and the service level
response times:
1. Critical.An incident with a severity level of"Critical"is defined as one that produces an emergency situation(e.g.,
system down)in which the Services are substantially or completely non-functional or inoperable. In the event of a
Critical incident,the Authorized User shall contact the Support Desk to report the problem. If the reported event is
Critical and outside of User Support Hours,the Authorized User shall contact the Support Desk via the hotline,
which is monitored 24x7x365,excluding State and Federal holidays.The Support Desk will contact the Authorized
User,who reported the incident within four(4)hours to diagnose and begin remediation of the event and will use
commercially reasonable efforts to resolve the event as soon as is reasonably possible under the circumstances.
Any Authorized User may contact the support desk to report a Critical incident,even if the issue in question relates
to a portion of Julota that is not under the purview of the Authorized User's permissions.In this case,the Support
Desk will take the report of the issue,but will not contact the reporting user with resolution,but instead,will contact
the Customer Representative to report resolution.
2. High.An incident with a severity level of"High is defined as one that produces a detrimental situation in which the
Services are usable,but materially incomplete;performance(response time)of the Services is degraded
substantially such that there is a severe impact on use under reasonable loads;one or more mainline functions or
commands is inoperable;or the use is otherwise significantly impacted.If the reported event is.a High severity,the
Support Desk will contact the Authorized User who reported the event within eight(8)User Support Hours to
diagnose and begin remediation of the event,and will use commercially reasonable efforts to resolve the event with
five(5)business days.Any authorized user may contact the support desk to report any issue,even if the issue in
question relates to a portion of Julota that is not under the purview of the authorized user's permissions.
• Notwithstanding the foregoing,if the Authorized User that reported the event is not under the purview of the
Authorized User's permissions,the Support Desk will take the report of the issue,but will not contact the reporting
user with resolution,but instead,will contact the Customer Representative to report resolution.
3. Low.An incident with severity level of"Low"is defined as one that produces an inconvenient situation in which the.
Services are usable but do not provide a function in the most convenient or expeditious manner and the Authorized
User suffers little or no significant impact.If the reported event is.Low severity,Julota will attempt to resolve the
event in a commercially reasonable manner in future maintenance releases.Only the Authorized User may contact
the support desk to report the issue.
rE,X HIIT A4 PAGE d(_OFtC1 page 16 of 3
(kb Julota°
Julota SeaS Agreement
Basic Services Premium Services Elite Services
Coverage Business Hours Business Hours 2417
•
Response Time
Critical 4 hours via hotline 2 hours via hotline 1 hour via hotline
•
High 2 businese days via email or 1 business day via email or '/ business day via email or
web portal web portal web portal
Low 3 business days via email or 1 business day via email or 1 business day via email or
web portal web portal web portal
D. Availability and Responsiveness Customer
1. Monthly Availability Percentage. Julota shall maintain Availability of the hosting Services in accordance
with at least the following Monthly Availability Percentage(as defined in this Exhibit B below);
Monthly Availability Percentage
99%
2. Failure to meet Monthly Availability Percentage.In the event of a Failure by Julota to meet the Monthly
Availability Percentage set forth above in any calendar month during the Term,Julota shall issue Customer a
service credit("Service Credit")as follows:
Performance Level Monthly Availability I -Service Credit
Percentage
1 Between 97%and 99.8% 2%of the monthly
subscription fees paid in the
month preceding the Failure.
2 Between 95%and 96.99% 3%of the monthly
subscription fees paid in the
• month preceding the Failure.
3 Less than 94.99% 5%of the monthly
subscription fees paid in the
month preceding the Failure.
Customer shall have the right to immediately terminate this Agreement upon written notice to Julota if a)the
Monthly Availability Percentage falls below 85%for one calendar month,or b)the Monthly Availability
EXHIBIT PAGE_11 OF 13
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Julota®SaaS Agreement
Percentage falls below 94.99%for two consecutive calendar months,or c)if the Monthly Availability
Percentage falls below 94.99%for five or more calendar months per calendar year.
E. Plan Coverage
Coverage Basic Premium Elite
Services Services Services
Help Desk via Email/Portal Support(standard support hours) X X X
Email Access via Email/Portal Support(standard support hours) X X X
Training(one on one training:maximum 4 hours/month) X
Post Implementation Development X X X
($225/hour)_ ($175/hour) ($150/hour)
Telephone support from 8:00 am—5:00 pm(local time zone) X
Telephone support-24/7 dedicated phone line for all hub users. X
X
Travel—if training not provided virtually (charged at
cost)
10 Trusted Partners engaged, trained, on boarded, and supported X
once contract provided per year.
!EXHIBIT IN PAGE iy OF 11 page 18 of 3
0) Julotas
Julota®SaaS Agreement
EXHIBIT C
Customer Trademark Guidelines
. Julota® Is a registered trademark of TouchPhrase Development,LLC
Connecting Your Community® Is a registered trademark of TouchPhrase Development,LLC
!EXHIBIT 14 c F.ZZ 1 page 19of3
Julota@
, Julota®SaaS Agreement •
Exhibit D
HIPAA Business Associate Agreement
This HIPAA Business Associate Agreement("Agreement") is entered into and effective on August 1, 2022 ("Effective Date") by
and between Richmond Fire Department("Customer")and TouchPhrase Development,LLC dlb/a Julota('Business Associate").
WHEREAS,Customer is subject to the"HIPAA Rules,"which for purposes of this Agreement shall include the Privacy
Rule, Security Rule, Breach Notification Rule and Enforcement Rule (45.CFR Parts 160 and 164) promulgated by the United
States Department of Health and Human Services pursuant to the Health Insurance Portability and Accountability Act of 1996
(HIPAA),Public Law 104-191,as amended;and
WHEREAS, Business Associate may maintain, transmit, create or receive Protected Health Information ("PHI") of
individuals in the course of providing services to Customer. A description of the services that Business Associate will perform for
the Customer is set forth in the SaaS Agreement entered into between the parties.
THE PARTIES THEREFORE AGREE TO THE FOLLOWING:
1. Definitions
Terms used, but not otherwise defined, in this Agreement, shall have the same meaning as those terms as defined in
the HIPAA Rules. The parties recognize that electronic PHI is a subset of PHI, all references to PHI in this Agreement
shall include electronic PHI.
2. Obligations and Activities of Business Associate
(a) Business Associate agrees to not use or further disclose PHI other than as permitted or required by this Agreement
or as required by law.
(b) Business Associate agrees to use appropriate safeguards to prevent use or disclosure of the PHI other than as
provided for by this Agreement and to comply with the HIPAA Security Rule(Subpart C of 45 CFR Part 164).
(c) Business Associate agrees to mitigate, to the extent practicable, any harmful effects that are known to Business
Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this Agreement.
(d) Business Associate agrees.to report to Customer any use or disclosure of the PHI not provided for by this
Agreement of which it becomes aware,including a Breach of Unsecured PHI as required by 45 CFR 164.410.
(e) Business Associate agrees, in accordance with 45 CFR 164.502(e)(1)(ii) and 45 CFR 164.308(b)(2)to ensure that
any individual or entity that subcontracts with Business Associate to create, receive, maintain or transmit PHI received
from, or created or received by Business Associate on behalf of Company agrees to the same restrictions and
conditions that apply through the HIPAA Rules and this Agreement to Business Associate with respect to such
information.
(f)To the extent that Business Associate maintains a designated record set on behalf of Customer,Business Associate
agrees to provide access,at the request of Customer, as necessary to allow Customer to meet the requirements under
45 CFR 164.524.
(g)To the extent that Business Associate maintains a designated record set on behalf of Customer,Business Associate
agrees to make any amendment(s)to PHI that the Customer directs as necessary for compliance with 45 CFR 164.526.
(h) Business Associate agrees to make 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, Customer available to the Customer,or at the
request of the Customer to the Secretary, within a reasonable time of such request for purposes of the Secretary •
determining Customer's compliance with the HIPAA Rules.
X-iIjjT PAGE 1 OF 1711
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• Julota®SaaS Agreement
(i)If Business Associate is required to make a disclosure of information because of a legal requirement,it will track such
a disclosure and will provide information to Customer that would be necessary for Customer to respond to a request by
an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528.
(j) Business Associate agrees that it will use or disclose only the minimal amount of PHI necessary to accomplish the
intended purpose.
(k)Business Associate agrees to alert Customer of any Security Incident of which it becomes aware.
(I) To the extent Business Associate is to carry out one of Customer's obligations under the Privacy Rule, Business
Associate agrees to comply with the requirements of the HIPAA Rules that apply to Customer in the performance of
such obligation.
3. Permitted Uses and Disclosures by Business Associate
(a) Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform functions,
activities, or services for, or on behalf of, Customer as requested by Customer provided that such use or disclosure
would not violate the HIPAA Rules if done by Customer.
(b) Except as otherwise limited in this Agreement, Business Associate may disclose PHI for the proper management
and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate,
provided that disclosures are required by law,or Business Associate obtains reasonable assurances from the person to
whom the information is disclosed that it will remain confidential and used or further disclosed only as required by law or
for the purpose for which it was disclosed to the person,and the person notifies the Business Associate of any instances
of which it is aware in which the confidentiality of the information has been breached.
(c) Except as otherwise limited in this Agreement, Business Associate may use PHI to provide data aggregation
services to Customer as permitted by 45 CFR 164.504(e)(2)(i)(B).
(d) Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent
with 45 CFR 164.5020)(1).
4. Obligations of Customer
(a)Customer shall notify Business Associate of any limitation(s)in its Notice of Privacy Practices to the extent that such
limitation may affect Business Associate's use or disclosure of PHI.
(b) Customer shall provide Business Associate with any changes in, or revocation of, permission by Individual to use or
disclose PHI,if such changes affect Business Associate's permitted or required uses and disclosures.
(c)Customer shall notify Business Associate of any restriction to the use or disclosure of PHI that Customer has agreed
to in accordance with 45 CFR 164.522, to the extent that such restriction may affect Business Associate's use or
disclosure of PHI.
5. Permissible Requests by Customer
Except as otherwise permitted by this Agreement,Customer shall not request Business Associate to use or disclose PHI
in any manner that would not be permissible under the HIPAA Rules if done by Customer,
6. Term and Termination
(a) Term. The Term of this Agreement shall be effective as of the Effective Date and shall continue in full force and
effect until termination as set forth below.
(b)Termination. This Agreement may be terminated at any time and for any reason by either party or at such time that
Business Associate ceases providing services to Customer. This Agreement will be terminated automatically and
without notice upon termination or expiration of the SaaS Agreement. In the event of termination or expiration of this
Agreement,to the extent feasible,Business Associate will return or destroy all PHI received from Customer.
[EXHIBIT -PAGE"Li OF i . 1
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(c) Continued Safeguard of Information. Depending on the nature of Business Associate's Services, the parties may
mutually agree that immediate .return or destruction of the information is infeasible. Under such circumstances,
Business Associate will extend the protections of this Agreement for as long as the information is maintained and will
limit further uses and disclosures to those purposes that make the return or destruction of the information infeasible.
When the information is no longer needed by Business Associate, the information will be returned or destroyed. The
Business Associate's obligations to continue to safeguard PHI shall survive the termination of the Agreement.
7. • Miscellaneous •
(a) No Third-Party Beneficiary Rights. Nothing express or implied in this Agreement is intended to give, nor shall
anything herein give any person other than the Parties and the respective successors or assigns of the Parties, any
rights, remedies,obligations,or liabilities whatsoever.
(b) Regulatory References. A reference in this Agreement to a section in the HIPAA Rules means the section as in
effect or as amended,and for which compliance is required.
(c) Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Customer to
comply with the HIPAA Rules.
CUSTOMER: BUSINESS ASSOCIATE:
By: By:
Name: Name:
Title: Title:
Date: Date: a .20a7
•
•
EX I BI T f N PAGE 11.OF 1.1-1 page 22 of 3