HomeMy Public PortalAboutORD16379BILL NO. 2023-049
SPONSORED BY Councilmember Wiseman
ORDINANCE NO. /&3_79
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE A CONTRACT WITH WELLWORKS FOR
WELLNESS PROGRAM SERVICES.
WHEREAS, Wellworks has been selected as the best company to provide wellness
program services for the City of Jefferson.
NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF
JEFFERSON, MISSOURI, AS FOLLOWS:
Section 1. Wellworks is hereby approved as the wellness vendor to provide
wellness program services and its contract is hereby accepted.
Section 2. The Mayor and City Clerk are hereby authorized to execute an
agreement with Wellworks as our City's wellness provider.
Section 3. The ordinance shall be in full force and effective from and after the
date of its passage and approval.
Section 4. The agreement shall be substantially the same in form and content as
the attached agreement.
Passed: �VC, • f �,�3 Approved:
PrCesiding0_ r_—Mayor Fitzwater
ATTEST:
City Clerk
APPROVED AS TO FORM. -
City Attn
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WELLNESS PROGRAM SERVICES AGREEMENT
This Wellness Program Services Agreement (this “Agreement”) is effective the 1st day of January 2024
(the “Effective Date”) by and between TMA @ Your Service, LLC (doing business as “Wellworks For
You”) (“Wellworks”), having a principal place of business located at 70 East Lancaster Avenue, Frazer,
PA 19355, and the party identified (or parties collectively identified) as “Client” on the signature page
of this Agreement (“Client”). Each of Wellworks and Client may be referred to as a “Party” and
together they may be referred to as the “Parties.”
WHEREAS, Wellworks is a leading provider and manager of wellness programs for employers,
educational institutions, health care systems, and other groups;
WHEREAS, Client wishes to retain Wellworks to administer Client's wellness program for
Client's intended recipients/beneficiaries (collectively “Service Recipients”) all on the terms of this
Agreement; and
WHEREAS, Client is an employer that sponsors one or more group health plans (the “Plan” or
“Plan(s)”), which is/are also a Party to this Agreement, and through which one or more of the Services
(as defined in Section 2.1) will be provided to Client’s employees
NOW, THEREFORE, in consideration of the promises set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are acknowledged by the Parties, and
intending to be legally bound, Client and Wellworks hereby agree to the following terms and
conditions of this Agreement:
ARTICLE 1. TERM AND TERMINATION OF AGREEMENT
1.1 Term. This Agreement will be in effect for a period of two years (the “Primary Term”). The
Primary Term begins on the Effective Date and ends on the date two years after. At the end
of the Primary Term, this Agreement will automatically renew for twelve months and continue
on a year-to-year basis thereafter (each an “Extension Term”), unless terminated by either
Party pursuant to the terms below.
1.2 Termination. The right to terminate this Agreement and timing thereof depend on whether
the termination is for cause or convenience, which Party seeks to terminate, and whether
Client is or includes a group health plan subject to the Employee Retirement Income Security
Act of 1974 (“ERISA”), as reflected below.
a.Termination for Cause.
i.Either Party may terminate this Agreement upon thirty (30) days’ prior written notice
if the other Party has breached a material provision of this Agreement. Such notice
must describe in reasonable detail the nature of the alleged breach. Upon receipt of
such notice, the breaching Party shall have until the end of the thirty (30)-day period
(the “Cure Period”) to cure the breach, or to diligently pursue a cure of the breach
which reasonably will take more than thirty (30) days to cure. In the event a breach
cannot be cured within the initial 30-day Cure Period, provided the breaching Party
is diligently pursuing a cure, the Cure Period shall be extended an additional 30 days.
If the Parties agree that the alleged breach has been resolved within the Cure Period,
ATTACHMENT
the termination notice will be deemed withdrawn without further action by the
Parties, and the Agreement will continue in full force and effect. If the Parties do not
agree that the alleged breach has been resolved within the Cure Period, the
Agreement will terminate upon either (A) expiration of the Cure Period, or (B) any
other date mutually agreed by the Parties.
H. After the first anniversary of the Effective Date, either Party may terminate this
Agreement upon sixty (60) days' prior written notice if the Parties cannot agree on a
change in Fees after complying with the provisions of paragraph 5.5(a).
iii. Either Party may terminate this Agreement upon at least sixty (60) days' prior written
notice if the Parties cannot agree on a change in Fees after complying with the
provisions of paragraph 5.5(b).
iv. In the event that Client files a voluntary or involuntary petition in bankruptcy or
reorganization, whether under federal or state law, Wellworks may terminate this
Agreement immediately upon written notice to Client.
b. Termination for Convenience.
At the completion of the Primary Term or an Extension Term, either Party may
terminate this Agreement by providing at least sixty (60) days' prior written notice to
the other Party prior to the end of the Primary Term or any Extension Term.
ii. To the extent required by ERISA, Client may terminate this Agreement without cause
upon ninety (90) days' prior written notice.
1.3 Post -Termination Obligations.
a. Obligations that Remain in Effect Post -Termination. Regardless of the reason for
termination, no termination will have any effect upon the rights and obligations resulting
from any transactions occurring prior to the effective date of the termination. For the
avoidance of doubt, Client's obligation to pay amounts due for Services hereunder (as
defined in Section 2.1) shall survive termination of this Agreement.
b. Obligations Triggered Upon Termination.
i. Within thirty (30) days of termination, each Party shall return to the other (or destroy
or dispose of, as agreed) all advertising materials and other property, including all
proprietary information, furnished by the other Party under this Agreement.
ii. Notwithstanding 1. above, Client is not obligated to return to Wellworks any
document that comprises an ERISA plan document or summary plan description (or
equivalent for group health plans exempt from ERISA), which it is required to
maintain in compliance with applicable law.
iii. Notwithstanding 1. above, Wellworks is not obligated to provide copies of (A)
information or records that are or contain confidential or proprietary information or
trade secrets of Wellworks, or (B) protected health information ("PHI") of Service
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Recipients.
iv. All records provided by Wellworks may be provided in Wellworks' standard file
format, either in electronic or other form.
ARTICLE 2. RESPONSIBILITIES OF WELLWORKS
2.1 Provision of Services. During the Term of this Agreement, Wellworks shall provide the
services agreed upon with Client as described in Exhibit A attached to this Agreement
(collectively, "Services" or "Your Services"). Services shall be provided to Service Recipients
at the location and times specified. Wellworks will perform the Services in accordance with
its standard business practices, methods, policies and procedures.
2.2 Privacy of Records. Wellworks shall maintain the privacy and security of all Service Recipient
individually identifiable information ("SRIII" ), including but not limited to PHI, in accordance
with all relevant state and federal laws and regulations. In addition, PHI is subject to the
procedures and requirements set forth on Exhibit B attached hereto, other SRIII is subject to
the procedures and requirements set forth on Exhibit C, and to the extent the European
General Data Protection Regulation ("GDPR") and/or California Consumer Privacy Act
("CCPA") apply to the provision of Services, Exhibit D shall provide additional protections,
procedures and requirements.
2.3 No Fiduciary. Wellworks is not, nor shall be deemed for any purpose to be, the "Plan
Administrator" or a "Named Fiduciary" of the Plan, as those terms are defined in ERISA.
Wellworks has no discretionary authority with respect to the Plan or Plan assets. Clientand/or
the Plan has full and final authority and responsibility for the Plan, Plan assets, and Plan
operation.
2.4 Work Environment. Wellworks will not be responsible for the supply or proper maintenance
or safety of any property supplied by Client, including but not limited to tables, chairs and
physical space provided to Wellworks and Service Recipients for delivery of the Services, as
described in Section 3.4 below.
2.5 StanclarclofCare. In the provision of the Services, Wellworks shall use that degree of ordinary
and reasonable skill, care and diligence in the exercise of its duties hereunder, taking into
account all relevant factors, which a typical wellness program administrator in the industry
familiar with such matters would exercise in like circumstances.
ARTICLE 3. RESPONSIBILITIES OF CLIENT
3.1 Payment for Services. As remuneration for Wellworks' performance of the Services
hereunder, Client shall pay Wellworks the fees listed in Exhibit A or as otherwise agreed by
the Parties (collectively "Fees"), including modifications to Fees made in a Fee Notice or
Change Notice or as otherwise described in Section 5.5, or an amendment to this Agreement.
3.2 Identification of Service Recipients; Protection of Service Recipient Information. Client shall
furnish Wellworks with a timely and reliable system for identifying Service Recipients. Client
agrees that any and all PHI must be used and protected in accordance with the Health
Insurance Portability and Accountability Act of 1996 ("HIPAA") and as described in Exhibit B.
In the event Client wishes to share any SRIII with a third party, Client and the third party shall
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execute a data sharing and confidentiality agreement in a form to be determined by
Wellworks.
3.3 Compliance with Employment and Employee Benefits Laws. Client is exclusively responsible
for its and the Plan's compliance with any and all laws, rules, and regulations applicable to the
Plan and/or to its employment or other relationship with Service Recipients, including but not
limited to compliance with ERISA, HIPAA, the Internal Revenue Code (the "Code"), the Public
Health Service Act ("PHSA"), the Patient Protection and Affordable Care Act of 2010 ("ACX ),
the Genetic Information Nondiscrimination Act of 2008 ("GINA"), Paul Wellstone and Pete
Domenici Mental Health Parity and Addiction Equity Act of 2008 ("MHPAEA"), the Mental
Health Parity Act of 1996 ("MHPA"), the Americans with Disabilities Act of 1990 ("ADA"), the
Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Age Discrimination
in Employment Act of 1967 ("ADEA"), the Coronavirus Aid, Relief, and Economic Security Act
("CARES Act"), the Consolidated Appropriations Act, 2021 ("CAA"), and Title VII of the Civil
Rights Act of 1964 ("Title VII"), each as amended, together with applicable regulations
promulgated thereunder.
a. Clinical Services and Medical Care. To the extent Client selects Clinical Services (as
defined in Section 4.2 below) from Exhibit A, or any other services from Exhibit A that
would be considered medical care as that term is defined in Code Section 213(d) or ERISA
("Medical Care"), Client will offer such Clinical Services or Medical Care as a covered
benefit under one or more of its Plans. Client retains complete authority and
responsibility to determine and amend the criteria for eligibility to participate in such
Plan(s), including establishing the eligibility criteria for Service Recipients to receive such
Clinical Services and Medical Care, and ensuring that such criteria complies with the laws
applicable to employee benefit plans, including but not limited to the laws listed in this
Section 3.3. Client is hereby advised to confer with its own employee benefits counsel to
make such determinations.
b. HIPAA Compliance. To the extent Services are provided as part of the Plan as described
in paragraph a. above, Client remains solely responsible to ensure the Plan has the
appropriate HIPAA policies, procedures, and disclosures, including but not limited to a
HIPAA notice of privacy practices.
c. Model Notices and Documents. Wellworks may provide model documents or notices to
Client to assist with Client's compliance with this Section 3.3. Client is hereby advised to
confer with its own employee benefits counsel to ensure that such documents are
customized to Client and delivered to Service Recipients in such a way as to ensure Client's
compliance with applicable laws.
3.4 Work Environment. Client will provide, at no charge to Wellworks, reasonable access to
Client's workplace at mutually acceptable times and the necessary workspace for Wellworks
to conduct the Services in a setting that will enable Wellworks to safely and, if applicable,
confidentially provide Services to Service Recipients seeking such service. Client will provide
furniture at its sole risk to include, but not limited to, tables and chairs.
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ARTICLE 4. INDEMNIFICATION AND LIMITS OF LIABILITY
4.1 Indemnification.
a. By Client. Client shall indemnify and hold harmless Wellworks, its officers, employees,
independent contractors and agents of any kind, from and against any and all loss,
damage, liability, cost or expense (including, without limitation, reasonable legal fees and
court costs) (collectively "Losses") arising from any claim brought against Wellworks or its
affiliates by Service Recipients or any third -party, related to the acts or omissions,
including claims of negligence, gross negligence or willful misconduct, of Client or any
party that was not serving Client on Wellworks' behalf or that was not arranged for Client
as part of Wellworks' Services.
b. By Wellworks. Wellworks shall indemnify and hold harmless Client, its officers,
employees, independent contractors and agents of any kind, from and against any and all
Losses arising from any claim brought against Client by Service Recipients, alleging gross
negligence or willful misconduct by Wellworks in the performance of its obligations under
Article 2 hereunder.
c. Procedure; Requirements.
Within thirty (30) days of receipt of a claim of Losses subjectto this Article 4 (the
"Indemnification Claim"), the Party seeking indemnification (the "Indemnitee")
shall provide written notice (the "Indemnification Notice") to the Party whose
indemnity is sought (the "Indemnitor") of the Indemnification Claim and demand
for indemnity.
ii. Within ten (10) days of receipt of the Indemnification Notice, Indemnitor shall
respond in writing to indicate whether it agrees that the Indemnification Claim is
subject to indemnity under this Article 4, and, if so, whether Indemnitor will
assume defense of the Indemnification Claim. Where there is a material conflict
of interest between Indemnitor and Indemnitee, each Party will retain its own
counsel and Indemnitor shall not assume defense of the Indemnification Claim.
Ill. Except when the parties retain separate counsel, where Indemnitor agrees the
Indemnification Claim is subject to indemnity underthis Article 4 but chooses not
to assume the defense, Indemnitee shall select and retain counsel, subject to
Indemnitor's prior written consent, which consent shall not be unreasonably
withheld.
iv. Where Indemnitor assumes defense of the Indemnification Claim, Indemnitor
shall not enter into any settlement or compromise of the Indemnification Claim
(or any part thereof) without Indemnitee's prior written consent, which consent
shall not be unreasonably withheld. Indemnitee retains the right to participate,
at its own cost, in defense of the Indemnification Claim.
V. In the event Indemnitee and Indemnitor are represented by the same counsel
and a conflict of interest arises, that counsel may continue to represent
Indemnitee as long as Indemnitor waives such conflict and retains its own
counsel.
vi. Where Indemnitor disagrees that the Indemnification Claim is subject to
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indemnity, Indemnitee shall defend itself, and Indemnitor shall have no right to
participate in the defense. Indemnitee may seek to enforce this Article 4 against
Indemnitor at any time (i.e., Indemnitee need not wait until the Indemnification
Claim is fully resolved).
d. Exceptions. Indemnitor is not liable for:
Losses that a court or other tribunal finds were caused by Indemnitee's gross
negligence or willful misconduct;
ii. Indemnitee's attorneys' fees and costs when Indemnitor has not consented to
Indemnitee's selected counsel; or
iii. Indemnitee's attorneys' fees and costs when a conflict of interest requires
Indemnitor to obtain separate counsel.
4.2 Responsibility for Services. Wellworks itself does not engage in the practice of medicine,
nursing, or the provision to Service Recipients of other professional healthcare services that
require licensing (collectively "Clinical Services"). Depending on the Services that Client
selects on Exhibit A, Wellworks may arrange for licensed medical professionals and other
third -party service providers (collectively "Third Party Clinical Providers") to provide certain
Clinical Services to Service Recipients. Third Party Clinical Providers are responsible for
ensuring that their clinicians are licensed, credentialed, and appropriately supervised. Third
Party Clinical Providers do not delegate any clinical decision -making to Wellworks. Client
acknowledges and agrees that Services (including Clinical Services) shall not include the
provision of medical advice, diagnoses, or other medical services by Wellworks, but rather the
arrangement of those Services if required by the terms of this Agreement with licensed
providers thereof. Client further acknowledges and agrees that Wellworks shall have no
liability to Client for damages related to Clinical Services.
Client further acknowledges and agrees that Wellworks shall have no liability to Client, and
Client shall indemnify and hold Wellworks harmless from and against, any claims asserted
against Wellworks by any party, including Service Recipients:
a. for the acts or omissions of any person or entity not contracted or arranged by Wellworks
(e.g., arranged by Client or Client's delegate other than Wellworks) in connection with the
delivery of Services under this Agreement; and
b. resulting from Client's and/or a Service Recipient's provision of erroneous, misleading or
incomplete information about a Service Recipient.
4.3 Limits of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, WELLWORKS
SHALL IN NO EVENT BE LIABLE UNDER ANY THEORY OF RECOVERY, WHETHER BASED IN
CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), UNDER WARRANTY,
OR OTHERWISE, FOR ANY FINANCIAL LOSSES SUCH AS LOST PROFITS OR REVENUE, OR ANY
SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES WHATSOEVER, DAMAGE
TO OR LOSS OF PROPERTY OR EQUIPMENT, OR INCREASED COSTS OF ANY KIND, INCLUDING
BUT NOT LIMITED TO CLAIMS OF THIRD PARTIES, SUFFERED BY CLIENT AS A RESULT OF THE
PROVISION OF SERVICES UNDER THIS AGREEMENT. BOTH OF THE PARTIES HERETO AGREE
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THAT THE TOTAL LIABILITY OF WELLWORKS SHALL NOT EXCEED AN AMOUNT EQUAL TO THE
MOST RECENT TWO (2) YEARS' FEES PAID TO WELLWORKS UNDER THIS AGREEMENT. IN
THE EVENT WELLWORKS AND CLIENT HAVE NOT YET COMPLETED TWO (2) YEARS OF THE
PRIMARY TERM, THE LIMIT OF LIABILITY SHALL NOT EXCEED AN AMOUNT EQUAL TO UP TO
TWO (2) YEARS OF PROJECTED FEES TO BE PAID TO WELLWORKS UNDER THE PRIMARY
TERM OF THIS AGREEMENT.
ARTICLE S. COMPENSATION
5.1 Billing. Wellworks will submit invoices to Client for all Fees due and payable based on Services
rendered (as applicable to any provisions set forth in applicable Exhibits) and Client shall pay
such invoices when due. Invoices shall be submitted to the physical address or email address
set forth on the signature page hereto.
a. The base amount for monthly invoicing shall be the greater of (i) the Minimum
Commitment (as specified on Exhibit A) or (ii) the actual number of eligible Service
Recipients (based on information received from Client). It is expected that Client will
provide eligibility information to Wellworks on a regular basis, no less often than monthly,
so Wellworks may timely calculate Fees owed. The format and frequency of eligibility
information shall be agreed separately between Client and Wellworks.
b. If additional Fees are owed, Wellworks will invoice Client accordingly.
c. If the actual number of eligible Service Recipients was less than the Minimum
Commitment in one or more months, Client is not entitled to a credit or refund of Fees.
d. The Fees charged by Wellworks do not include travel, lodging and meal expenses incurred
by Wellworks in connection with providing Services, or the costs of any other services not
specifically set forth herein. Travel will be mutually agreed to before such trips are
scheduled. Such costs will be invoiced monthly as such expenses are incurred and subject
to the payment terms in this Article 5.
5.2 Payment. All amounts payable to Wellworks For You are due and payable within thirty (30)
days from the date of such invoice. Client will send all payments to Wellworks in one of the
following manners:
By check mailed to the following address:
Wellworks For You
70 East Lancaster Avenue
Frazer, PA 19355
By wire or ACH, per the following instructions:
[please request bank instructions]
5.3 Late Payment. Payments not received within forty-five (45) days from the applicable invoice
date will accumulate interest, until paid, at the rate of one and one-half percent (1.5%) per
month on the unpaid balance, equal to an annual percentage rate of eighteen percent (18%),
or the maximum rate permitted by applicable law, whichever is less.
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5.4 Additional Charges, Surcharges, Fees, or Taxes. Each Party will be responsible for paying all
taxes and other governmental fees and charges (and any penalties, interest, and other
additions thereto) that are imposed on that Party upon or with respect to the transactions
and payments under this Agreement.
a. All Fees are exclusive of governmental or regulatory charges, surcharges or fees,
including, without limitation, applicable taxes and duties, such as VAT, GST, excise taxes,
sales and transactions taxes, gross receipts tax, insolvency fund fees, guarantee fund fees,
public goods pool, graduate medical education, and licensing or any other charges or fees
(collectively "Indirect Taxes').
b. Wellworks may charge for, and Client will pay, applicable Indirect Taxes that Wellworks is
legally obligated or authorized to collect from Client or remit on its behalf.
c. Client will provide such information to Wellworks as reasonably required to determine
whether Wellworks is obligated to collect Indirect Taxes from Client.
d. Wellworks will not collect, and Client will not pay, any Indirect Tax for which Client
furnishes Wellworks a properly completed exemption certificate or a direct payment
permit certificate for which Wellworks may claim an available exemption from such
Indirect Tax.
e. All payments made by Client to Wellworks under this Agreement will be made free and
clear of any deduction or withholding, as may be required by law. If any such deduction
or withholding (including but not limited to cross -border withholding taxes) is required
on any payment, Client will pay such additional amounts as are necessary so that the net
amount received by Wellworks is equal to the amount then due and payable under this
Agreement.
f. Wellworks will provide Client with such tax forms as are reasonably requested in order to
reduce or eliminate the amount of any withholding or deduction for taxes in respect of
payments made under this Agreement.
5.5 Changes in Fees.
a. Fee Changes Following Initial Year of Agreement. The initial contract rate per eligible
Service Recipient is guaranteed for two years, except as described in paragraph b. below.
Forthe avoidance of doubt, certain services not charged on a per eligible Service Recipient
rate (such as preventive screenings) are not subject to the one-year pricing guarantee,
and fees for such services are based on the Third Party Provider's then -current rates.
After the initial two-year period, Wellworks shall provide Client at least sixty (60)
days' advance written notice of any intended change in Fees (the "Fee Notice").
ii. If Client agrees to the change in Fees (or otherwise fails to dispute the intended
increase as described in paragraph iii. below), then the change shall be effective
as specified in the Fee Notice, or as otherwise agreed by the Parties.
iii. If. Client does not agree to the change in Fees, then it shall notify Wellworks
within fifteen (15) days of receipt of the Fee Notice, and the Parties shall
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negotiate in good faith to reach a new Fee agreement.
iv. If the Parties cannot agree on changes to the Fees prior to the effective date
described in the Fee Notice, then either Party may terminate this Agreement in
accordance with paragraph 1.2(a)(ii), so long as notice of intent to terminate is
given prior to the effective date described in the Fee Notice.
b. Fee Changes Following a Material Change.
In the event that (A) performance of the Services becomes materially more
burdensome or expensive due to a change in applicable law, or (B) the total
number of eligible employees and/or spouses increases or decreases by 10% or
more from the number last used to set Fees, Wellworks may change its fees and
shall provide Client at least sixty (60) days' advance written notice of the
intended change in Fees (the "Chance Notice").
ii. If Client agrees to the change in Fees (or otherwise fails to dispute the intended
increase as described in paragraph iii. below), then the change shall be effective
as specified in the Change Notice, or as otherwise agreed by the Parties.
iii. If Client does not agree to the change in Fees, then it shall notify Wellworks
within fifteen (15) days of receipt of the Change Notice, and the Parties shall
negotiate in good faith to reach a new Fee agreement.
iv. If the Parties cannot agree on changes to the Fees prior to the effective date
described in the Change Notice, then either Party may terminate this Agreement
in accordance with paragraph 1.2(a)(iii), so long as notice of intent to terminate
is given prior to the effective date described in the Change Notice.
c. Fee Changes Pursuant to Exhibit. Notwithstanding the foregoing, Wellworks may charge
change, cancellation, or other fees as provided in Exhibit A or any other exhibit hereto.
5.6 Indirect Compensation. Except as otherwise noted in Exhibit A, Wellworks does not receive
any indirect compensation (e.g., from third parties) related to its provision of Services under
this Agreement.
ARTICLE 6. INTELLECTUAL PROPERTY AND DATA OWNERSHIP
6.1 Trademarks. WELLWORKSs"', WELLWORKS FOR YOUs"', the WellworkEpsM
eeannc,�ra,�ne�
logo, My Pathway to Health, Doctors Direct Healthcare, Inc., the logo,
Know Your Number, and all other trademarks or service marks used by Wellworks in
connection with the Services (collectively the "Wellworks Marks") are trademarks/service
marks owned by Wellworks. Client shall not use the Wellworks Marks in any advertising or
promotional material, or otherwise, including, but not limited to, any Client literature
distributed to Service Recipients, without prior written Wellworks approval, provided,
however, that Client may (a) distribute materials provided by Wellworks to Service Recipients
in connection with the roll -out of the Services, maintenance of the programs implemented in
connection with the Services, and for other purposes intended to promote the use of and
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participation in the Services by the Service Recipients; and (b) use the Wellworks name to
refer Service Recipients to Wellness Products (defined below), for example, in employee
handbooks orthrough a link on Client's intranet.
6.2 Ownership of Copyright and Other Intellectual Property.
a. Wellworks is and shall remain the sole and exclusive owner of the following items and all
intellectual property associated with those items (collectively the "Wellworks Products"):
i. the Services identified in Exhibit A, including, without limitation, the Custom
Wellness Portal, the Wellworks Smartphone App, My Pathway to Health
Wellness Portal and mobile application, and all information, text, designs,
graphics, images, trade dress, and other content provided in connection with the
Services;
ii. all written materials and information distributed by Wellworks; and
W. Wellworks' website and all portions thereof, including all information, text,
designs, graphics, images, trade dress, and other content appearing on
Wellworks' website and/or mobile application (except to the extent such
information is specifically identified as belonging to a third party).
b. Wellworks' Products are and will remain the sole and exclusive property of Wellworks,
whether they are separate or combined with any other property or materials, and
irrespective of whether the Wellworks Product was developed based upon suggestions,
feedback, recommendations, or other input from Client.
c. Client acknowledges Wellworks' exclusive ownership of the Wellworks Products and that
Wellworks may use the Wellworks Products for itself or its other customers without
restriction. Client and any third party acting on Client's behalf shall:
use Wellworks Products only as permitted by this Agreement;
ii. not use any Wellworks Product for any other purpose, including, without
limitation, by reproduction, adaptation, redistribution, republication,
modification, or creation of a derivative work, in whole or in part, without the
express permission of Wellworks;
iii. not reverse engineer, disassemble, or decompile the Wellworks Products or
apply any other process or procedure to derive the source code of any software
included therein;
IV. take no action that could interfere with or diminish Wellworks' right, title, and
interest in the Wellworks Products or in Wellworks' intellectual property rights
associated with the Wellworks Products;
V. not remove any copyright, trademark or similar notices on any Wellworks
Products, or otherwise tamper with or bypass any security associated with the
Wellworks Products; or
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vi. at Wellworks' request, include a notice of Wellworks' copyright, trademark, or
other rights on any Wellworks Products in Client's possession or in connection
with any Wellworks Marks.
d. In addition, neither Client nor third parties acting on Client's behalf will, or will attempt to:
use the Wellworks Products to violate the security or integrity of any network,
computer or communications system, software application, or network or
computing device;
ii. use, or encourage, promote, facilitate or instruct others to use, the Wellworks
Products for any illegal, harmful, fraudulent, infringing or offensive use, or to
transmit, store, display, distribute or otherwise make available content that is
illegal, harmful, fraudulent, infringing or offensive;
access or use the Wellworks Products in a way intended to avoid incurring fees
or exceeding usage limits or quotas; or
iv, resell or redistribute the Wellworks Products other than as specifically permitted
elsewhere in this Agreement.
6.3 Grant of Access and Use. Subject to the terms and conditions of this Agreement, Wellworks
hereby grants to Client, and Client hereby accepts from Wellworks, for the Term of this
Agreement, a non-exclusive right (not including any right to sublicense or transfer except as
expressly permitted elsewhere in this Agreement) to access and use the Services solely for
use by or for the benefit of the Service Recipients. Services may include code or scripts
protected by copyright or other intellectual property laws. Client shall not use such code,
scripts, or Services for any purpose not expressly permitted by this Agreement and shall not
use such Services, scripts, code, or trade dress associated with any Services to develop
products which are competitive with the Services.
6.4 Data. "Data" means (a) PHI, (b) Confidential Information as defined in Exhibit C, and (c) any
other information developed or obtained by Wellworks from Service Recipients, Third Party
Providers, or others in connection with the provision of Services hereunder, including but
not limited to personally identifiable and de -identified health information, and SRIII.
6.5 Ownership of Data.
a. PHI. Any PHI provided to Wellworks by the Plan, is jointly owned by the Plan and
Wellworks. Any PHI collected by Wellworks and/or Third Party Providers as a Covered
Entity in connection with the provision of Services (such as biometric screening results
or health coaching notes) is owned exclusively by Wellworks.
b. SRIII. Any SRIII collected or received by Wellworks in connection with the provision of
Services outside of its capacity as a Covered Entity or Business Associate as defined in
HIPAA and Exhibit B, is owned exclusively by Wellworks.
c. Confidential Information. Wellworks is the exclusive owner of Wellworks' own
Confidential Information. Client and/or the Plan are the exclusive owners of Client's
and/or the Plan's Confidential Information.
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d. Analytics Data. For the avoidance of doubt and notwithstanding anything to the
contrary above or elsewhere in this Agreement, Wellworks is entitled to retain,
maintain, and use any de -identified data collected for claims or other analytics
purposes in connection with the provision of Services following termination of this
Agreement ("ADAIVtics Data'), whether such data is classified as PHI, SRII, or other type
of Data.
e. Other Data. To the extent not addressed above, any other Data collected by Wellworks
and/or Third Party Providers in connection with the provision of Services is owned
exclusively by Wellworks.
ARTICLE 7. REPRESENTATIONS AND WARRANTIES
7.1 Representations.
a. By the Parties. Each Party represents and warrants to the other Party that:
1. it has all requisite power and authority to enter into this Agreement and any
amendments to this Agreement, and to carry out its obligations thereunder; and
ii. by entering into this Agreement, it does not and will not violate or constitute a
breach of any of its contractual obligations with third parties; and
iii. it will comply with all laws that are applicable to that Party in carrying out its
obligations under this Agreement.
b. By Client. Client represents and warrants to Wellworks that:
i. it has the power and authority to enter into this Agreement on behalf of, and
thereby legally bind, the Plan, and
it. it, orthe Plan, has obtained all rights and permissions necessaryto share the Data
it provides Wellworks or its designees.
7.2 Disclaimer.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND EXCEPT TO THE EXTENT
PROHIBITED BY LAW, WELLWORKS AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR
WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
AND DISCLAIM ALL OTHER WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES (A) OF
MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON -
INFRINGEMENT, OR QUIET ENJOYMENT; (B) ARISING OUT OF ANY COURSE OF DEALING OR
USAGE OF TRADE; AND (C) THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR
FREE OF HARMFUL COMPONENTS.
ARTICLE 8. GENERAL TERMS
8.1 Entire Contract. This Agreement constitutes the entire contract between Client and
Wellworks regarding the Services. Any prior agreements, promises, negotiations, or
representations (oral or otherwise) not expressly set forth in this Agreement are of no force
or effect. Any Exhibit attached hereto or any future Fee Notice, Change Notice, or amendment
121Page
is incorporated herein by reference and forms a part of this Agreement. If there is any conflict
between this Agreement and any Exhibit attached hereto or any future Fee Notice, Change
Notice, or amendment, the terms of the Exhibit, Fee Notice, Change Notice, or amendment
will govern.
8.2 Counterparts. This Agreement may be executed in any number of counterparts, each of which
will be deemed to be the original, but all of which shall constitute one and the same
document. The signature pages to this Agreement may be delivered electronically (e.g., by
email, facsimile, DocuSign or similar software, etc.) and shall be deemed effective upon
receipt by the receiving Party.
8.3 Amendment. Except as otherwise provided in Section 5.5 with respect to a Fee Notice or
Change Notice, no amendment, modification or discharge of this Agreement, and no waiver
hereunder, shall be valid or binding unless set forth in writing and duly executed by both
Parties.
8.4 Notices. Any notice or demand permitted or required under this Agreement shall be in
writing, delivered by hand or mailed by certified mail, return receipt requested, or by a
recognized overnight carrier which provides proof of receipt. Notice shall be sent, in the case
of Wellworks, to the address set forth in Section 5.2 above and, in the case of Client, to the
address set forth on the signature page hereto. Although notice may also be provided by
email as a courtesy, only notice delivered by hand or mail as described above shall be valid.
All notices shall be deemed effective upon the date of actual, confirmed delivery, or, if delivery
is refused or mail is unclaimed, upon the date of attempted delivery.
8.5 Headings. The headings of the sections and subsections of this Agreement are for reference
only and will not affect in any way the meaning or interpretation of this Agreement.
8.6 Compliance with Law and Severability. To the extent possible, the terms of this Agreement
shall be interpreted in a manner intended to comply with applicable law. In the event that
one or more provision(s) of this Agreement is deemed invalid, unlawful and/or unenforceable,
then only that provision will be omitted, and will not affect the validity or enforceability of
any other provision; the remaining provisions will be deemed to continue in full force and
effect.
8.7 No Waiver. The waiver by either Party of a breach or violation of any provision of this
Agreement is not a waiver of any subsequent breach or violation.
8.8 Deadlines in Calendar Days. Unless otherwise specified elsewhere in this agreement, all
references to a specific number of days shall refer to calendar days.
8.9 Governing Law, Exclusive Jurisdiction and Venue. This Agreement will be governed by and
construed in accordance with applicable federal laws, and the laws of the State of
Pennsylvania, without regard to its principles of conflict laws. Any dispute or claim regarding
the terms of this Agreement or the provision of Services contemplated hereby shall be
resolved exclusively in the state and federal courts located in Chester County, Pennsylvania
and the parties hereby irrevocably consent to the personal jurisdiction and venue of said
courts and waive all defenses thereto.
13(Page
8.10 Attorneys' Fees. In the event Wellworks retains legal counsel to enforce its rights under this
Agreement, Wellworks shall be entitled to recover reasonable attorneys' fees, including court
costs, incurred in connection therewith from Client.
8.11 Independent Contractors. The Parties enter into this Agreement as independent contractors,
and nothing contained in this Agreement will be construed to create a partnership, joint
venture, agency, or employment relationship between the Parties. Neither of the Parties, nor
any of their respective employees, representatives or agents, shall be construed to be the
agent, employee or representative of the other Party for any purpose, except as may be
specifically stated in this Agreement.
8.12 No Third -Party Beneficiaries. This Agreement is not, and is not intended or to be deemed to
be, for the benefit of any persons, or entities (third -party beneficiaries) not parties to this
Agreement, and no such persons or entities may seek to enforce any term, covenant or
provision of this Agreement.
8.13 Assignment. Client shall not assign this Agreement without the prior written consent of
Wellworks, which consent will not be unreasonably withheld, delayed or conditioned.
8.14 Force Majeure. Neither Wellworks nor Client shall be liable for any failure or inability to
perform their respective obligations under this Agreement (other than the obligation to pay
for Services provided by Wellworks) for a period of up to forty-five (45) days due to any cause
beyond the reasonable control of the non -performing Party, including but not limited to: (a)
acts of God; (b) fires, floods, explosions, or earthquakes; (c) war, invasion, hostilities (whether
war is declared or not), terrorist threats or acts, riots, or civil unrest; (d) embargoes or
blockades; (e) government order or law; (f) national or regional emergency, including
epidemics, quarantine restrictions, unusually severe weather, strikes, labor disputes, loss or
interruption of electrical power or other public utility or any similar cause beyond its
reasonable control (each a "Force Maieure Event"). The Party suffering a Force Majeure Event
shall give written notice to the other Party within five (5) days of the Force Majeure Event.
Notwithstanding the preceding, the Parties acknowledge and agree that the COVID-19
national emergency shall not be considered a Force Majeure Event except to the extent new
lockdowns or restrictions are imposed following the Effective Date of this Agreement.
8.15 Confidentiality. The Parties agree to keep the terms and conditions of this Agreement, and
any information exchanged or obtained hereunder, strictly confidential, and to comply with
the procedures and requirements set forth on Exhibit B with respect to PHI, and the
requirements set forth on Exhibit C with respect to SRIII and other confidential information
as defined in that Exhibit, and the requirements set forth on Exhibit D with respect to
information that is protected by the GDPR and/or CCPA.
a. Compliance with 42 CFR Part 2. Wellworks acknowledges that 42 CFR Part 2 ("Part
2") prohibits unauthorized disclosure (as defined in Part 2) of substance use disorder
patient records ("SUD Records"). Wellworks will comply with the requirements of
Part 2 with respect to SUD Records, if Wellworks creates, receives and/or maintains
SUD Records. Wellworks will implement appropriate safeguards to prevent
unauthorized uses and disclosures (as contemplated by Part 2) of SUD Records in
accordance with 42 CFR § 2.16, and will promptly report any unauthorized uses,
disclosures, or breaches to the Plan. Wellworks will not re -disclose SUD Records
unless the disclosure is to a contracted agent of Wellworks or the Plan, helping
141Page
provide the Services to the Plan as described in this Agreement, and there is a written
contract between Wellworks (or the Plan) and the contracted agent that prohibits
the re -disclosure of such SUD Records, other than back to Wellworks or the Plan.
8.16 Publicity. Except as may be required by law, all public announcements, if any, regarding the
terms of this Agreement shall be coordinated between Wellworks and Client by mutual
agreement. Approval of any public announcement will not be unreasonably withheld.
8.17 Non -Solicitation of Staff. During the Term of this Agreement and for a period of eighteen (18)
months following its expiration or termination for any reason whatsoever, the Parties shall
not: (a) employ, hire, or otherwise retain, or (b) recruit, solicit or otherwise attempt to retain,
either on its own behalf or on behalf of any third party, any person who was Wellworks' staff
who provided Services to Client, or who was a designee of Client who managed the
relationship with Wellworks, at any time during the Term of this Agreement; provided that
nothing shall prevent a Party from conducting a general solicitation of employment or hiring
an individual in connection with such general solicitation.
Client and Weliworks have acknowledged their understanding of and agree to the mutual promises
written above by executing this Agreement as of the Effective Date.
[Signature Page Follows]
15(Page
For Wellworks:
Tk'o� M. TegU'r
Signature
By: Thomas M. Tegler, President/CEO
Date
For Client:
For the Employer
The Citv of Jefferson. Missouri
a m e
S i g n a t u r
By:
Printed Name and Title
/D
Date
3 20 e-. At,
Client Street Address J
s - c,-�oo G ,GILD
City, State, Zip
r �WR o �lvl�
email J
16 1
EXHIBIT A: SERVICE OFFERINGS
As per Section 2.1 of the Agreement, Client and Wellworks agree that the scope of the Services shall include the
following indicated Wellworks For You Services:
Minimum Commitment: 300 Eligible Employees*
$2.60 PEPM
Setup Fee
$0.00
'Please Note., If the number of eligible Recipients fluctuates by more than 10% then Wellworks reserves the right to amend the price
above, as provided in Section 5.5(b).
2-
OriW
Custom Wellness Portal with Smartphone App
The Wellness Portal is a secure website portal for Recipients that provides various resources and tracking capabilities related
to Client's wellness program. Recipients can also access their personal account through the smartphone app. They can
Included in the Monthly
download the app through Apple or Android stores. Features include health metrics, incentive tracking, programs and events
calendar, wellness locker (forms, documents, and videos), upload forms, appointment system, incentive tracking, fitness and
Management Fee
nutrition dashboard, recipes and grocery lists, and more. Based on the services selected below, these will reflect within the
_
technology.
Device/App Integration
Users Recipients can sync device and app data from their Smartphone into the Wellness or Portal's fitness and nutrition
Included in the Monthly
dashboard. Devices and apes include Apple watch, Fitbit, Garmin, Apple Health, Google Fit, Under Armor and more.
Management Fee
STANDARD OnDemand Engagement & Learning Center
The Wellworks e-Learning Series, available on the Wellness Portal, are self -study programs designed to educate, inform, and
Included in the Monthly
inspire behavioral change. Each e-Series includes educational videos and quizzes. Topics include diabetes, nutrition, weight
Management Fee
management, heart health, stress management, meditation, yoga and more.
PREMIUM On Demand Engagement & Learning Center —Includes Mental Wellbeing and Fitness Content
The premium package includes all the content in the Standard Engagement & el -earning Center plus over 100 courses and
N/A
videos on mental health (ex: depression, anxiety, PTSD, and more) and fitness videos (strength training, exercise, and more.)
Know Your Number Risk Stratification Assessment ("ERA")
Know Your Number is an evidenced -based health risk assessment and education tool, which evaluates an individual's risk for
nine (9) of the most costly, modifiable chronic diseases. A simple report displays an individual's disease risk and a peer risk
comparison. The primary focus of the Know Your Number assessment is modifiable disease risk, or the risk that can be
Included in the Monthly
minimized with changes to behaviors and healthier lifestyle choices. This risk is graphically displayed to show the impact of
Management Fee
each modifiable risk factor. One (1) aggregate report is included per wellness year. There is an additional cost for any
additional reports.
Wellness Challenges and Gamif!cation
Implementing a challenge for Recipients through Wellworks allows you to design a challenge around the needs of your
organization. Wellworks offers customization and flexibility within an array of challenge types, including walking and weight
Two Included in the
management. Our gamification technology makes challenges easy for both administrators and Recipients, including a
Monthly Management
challenge dashboard for easy tracking, real-time leader boards, team and individual challenges, challenge design flexibility,
Fee
custom challenge goals, and more.
Tango Rewards Mall
Offer wellness incentives to your Recipients through electronic gift cards in our Rewards Malll There are two options to
choose from to help guide Recipients with their purchases. Recipients will be notified when their funds are ready to use. The
Fee does not include the wellness incentive reward amount. See https://www.tangocard.com/terms-of-service/#rewardlink
for additional terms and conditions, such as applicable fees, if any. In addition to those terms and conditions, Wellworks will
charge an Inactivity Fee if Client fails to fund its Client Rewards Mall deposit account and/or provide the data or authorization
N/A
to transfer funds from the deposit account to the Tango Rewards Mall for ninety (90) consecutive days. The Inactivity Fee will
be a monthly fee of $50.00 beginning in the fourth (4th) month and will occur monthly until activity resumes on the account,
including funding.
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Wellworks Wellness Marketplace
The Wellworks wellness marketplace provides Recipients easy access to a variety of online fitness -and healthcare -related
products such as FitBit devices, yoga gear, healthy eating equipment, chronic care management supplies and more.
Included in the Monthly
Wellworks can also provide vouchers through the marketplace that may be used as wellness program or wellness challenge
Management Fee
Incentives. Wellworks receives a 5% commission for hosting the marketplace for any product fulfilled through the
marketplace.
Multi -Factor Authentication (MFA)
Enable a Client -wide security measure to increase protection for accessing user accounts. MFA will be present upon every log
into the wellness portal and each new login to the mobile application for all Recipients. MFA requires users to present two
N/A
factors during login to validate their identity. Options include application username, password, mobile number, and email
address.
FEEDS
Upload Historical Data
Wellworks will upload historical Biometrics data into the Portal from previous wellness programs. One year included and
Included in the Monthly
additional years can be posted for an additional fee. Each additional year is $250.00 per file.
Management Fee
Batch Account Creation Ongoing Monthly Eligibility File Feed in Wellworks For You Format
Wellworks will create accounts in the Wellness Portal for all current Recipients. Additional costs may apply for more frequent
feeds. An ongoing batch feed is designed to support clients who have both the volume of changes and the IT resources to
Included In the Monthly
automate the generation of the file. Client must provide Wellworks in an acceptable file format. (e.g., Excel, CSV). If Client
Management Fee
requires a custom script there would be a onetime $1,500.00 implementation fee.
Single Sign -On
Utilize SAML 2.0 Single Sign -On technology via Okta, ADFS, Azure, orthe Identity Provider of your choosing to offer your
Recipients convenient access to the Wellness Portal. We offer both Identity Provider Initiated Login and Service Provider
N/A
Initiated Login for flexibility, as well as Account Provisioning functionality to automate the process of creating Wellworks
accounts for your Recipients.
_
Targeted Communications
Wellworks will send targeted emails to Primary Recipients based on sign-up/participation status, including incentive eligibility,
Included in the Monthly
upcoming events, and more. Based upon the approved client communication strategy.
Management Fee
Program Reminders
Included in the Monthly
Wellworks will send program and event reminders via email to all Primary Recipients throughout the year.
Management Fee
Customized Electronic Marketing Materials
Wellworks will design and provide custom electronic marketing materials throughout the wellness year specific to the final
Included in the Monthly
wellness plan and contract implemented. Options include posters, flyers, emails, brochures, postcards, electronic
Management Fee
announcements and payroll stuffers.
Monthly Wellness Newsletter
Each month, Wellworks distributes our wellness newsletter to Recipients. Topics generally align with monthly health
Included In the Monthly
observances and also include recipes, new health and wellness Smartphone app ideas, and more. Distribution method is
Management Fee
determined during implementation.
Automated Phone Messaging
Wellworks will send custom automated messages via phone to Recipients.
N/A
Pricing is determined by quantity and frequency of automated messages throughoutthe year.
Telling Platform
We can communicate with Primary Recipients or Recipients via texting regarding programs, events, or health coaching
N/A
sessions. This is an opt -in service.
Print and Ship Materials
Wellworks will print and ship marketing brochures, postcards, flyers, etc. directly to Primary Recipients. Pricing is determined
N/A
by quantity and frequency of print and ship materials per year. While pricing is typically at cost, additional fees may apply in
some circumstances.
Material Language Translations
Upon request, Wellworks can translate certain marketing materials for an additional cost. Pricing is determined at the time of
the request. While pricing is typically at cost, additional fees may apply in some circumstances.
N/A
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TV1940M
Wellness Team/Account Management
Wellworks will provide a dedicated Wellness Coordinator for your program who will helpmeet all of your wellness needs and
goals. The Wellworks wellness team will assist in structuring your wellness program, including customization of materials
Included in the Monthly
(flyers, posters, etc.), sending communication reminders, upcoming event emails, monthly newsletters, and structuring your
Management Fee
incentive program.
Wellworks Onsite Representation
A Wellworks Representative will come onsite to your location for program rollout and demonstration. Wellworks will
N/A
distribute promotional items and present the wellness program to your eligible Primary Recipient population.
Customer Service Support
Included in the Monthly
Wellworks will provide 24/5 call center support with email and live chat available for all Recipients.
Management Fee
Program Specific Incentive Management Tracking and Reporting
Wellworks can track the annual preventive exam, tobacco affidavit, tobacco cessation eLearning series and challenges.
N/A
Customized Incentive Management Tracking and Reporting
Wellworks will work with you in customizing an incentive program to fit your demographics and needs. We can design a
variety of program and incentive structures, including points -based, monetary -based, outcomes -based, tiered incentive
Included in the Monthly
programs, and participatory. We will tailorthe program to include all wellness events and goals Recipients need to achieve
Management Fee
throughout the wellness yearto earn the incentive. Recipients will have the ability to view their participation in the Wellness
Portal.
Healthy Ranges Tracking and Reporting
Wellworks will track and manage healthy metric ranges from preventative screening results. Tracking can Include individual
N/A
healthy ranges, or a combination of ranges, such as meeting 3 out of 5 healthy ranges to receive credit.
WeIlDriver
Implement our WeIlDriver Platform to ease the countless hours of tracking your drivers' DOT certificates. WeIlDriver will
track the short- and long -form tracking, and provide automatic pre -approved 60-30-15-day reminders to the driver by text
N/A
and/or email. Program includes comprehensive real-time reporting. Supplement your management tracking platform with
our Nurse Advocates to work with drivers regarding their health, lifestyle and preparation for their DOT physicals.
OAS=
Administrative Access with Real-time Reporting Capabilities
Your team will have access to the backend of the Wellness Portal for management and reporting capabilities. Reports include:
Included in the Monthly
user logins, user registrations, page views, daily steps, event participation, and incentive eligibility.
Management Fee
Comprehensive Program Reporting
Wellworks will provide comprehensive year-end reporting for program and event participation, incentive eligibility, and more.
Included in the Monthly
Reports include, but are not limited to, registration and utilization reporting, challenge participation, incentive tracking
Management Fee
reports, health coaching reports, and return on investment and utilization reports.
Claims Analytics and Reporting
Wellworks is committed to providing our clients with the necessary information to not only manage their healthcare crisis,
but to predict future potential risk within the Recipient population. Our analytics solution proactively monitors health and
identifies problem areas, determines where to implement targeted solutions, and quantifies savings and return on investment
for wellness initiatives. Wellworks will connect with the carrier to pull claims and Rx for analysis.
0 A
Onsite Health Coaching
A certified Health Coach will provide one-on-one private sessions onsite for Recipients regarding a variety of topics, including
weight management, nutrition, screening results, stress management, etc. Pricing is determined by quantity and frequency of
N/A
onsite Health Coaches per year.
Inbound Telephonic Health Coaching - Includes Up to Three (3) Calls
Recipients will have the opportunity to opt -in and connect one-on-one with a health coach. Recipients would schedule
N/A
sessions via the Wellness Portal.
Unlimited Inbound Telephonic Health Coaching
Recipients will have the opportunity to opt -in and connect one-on-one with a health coach. Recipients would schedule
N/A
sessions via the Wellness Portal. The coaching will be non-incentivized.
19 Page
At -Risk Telephonic Health Coaching (High Risk)
Recipients will have access to connect with a health coach throughout the year. Recipients who are considered high risk will
N/A
receive targeted communications through the year to engage one-on-one with a health coach.
HUSK One -on -One Nutritional Counseling
Wellworks will facilitate up to six (6) one-on-one nutritional counseling sessions, which may be invoiced through your health
N/A
insurance carrier. Wellworks may receive a 5% commission, paid by HUSK, for managing this service.
Agile Health Text Messaging Coaching
Includes nine health programs specific to Healthy Living Navigator, Tobacco Cessation, Diabetes Prevention, Weight Loss,
Stress Resilience, Diabetes Self -Care, Heart Health, Hypertension, and Medication Adherence. We use evidence -based SMS
text messaging coaching curriculum that provides Recipients with the knowledge, motivation, and skills necessary to affect
N/A
targeted behavior change. The curriculum combines automated and live dialogue to emulate a longitudinal conversation.
Automated messaging includes scheduled, interactive, and data -driven outbound messages, as well as on -demand messages
that provide 24/7 access to additional tips and support on a targeted basis.
Diabetes & Chronic Care Management Programs with Registered Nurse
Our Diabetes & Chronic Care Management Program has eight health programs specific to Prediabetes/Diabetes Management,
Weight Management, Hypertension, Hyperlipidemia, Stress Management, Sleep Management, Asthma, and Musculoskeletal
Disorders. Includes one-on-one telephonic coaching sessions to guide Recipients through structured program materials to
facilitate lifestyle changes for sustainable health improvements. With easy -to -use technology and, for Prediabetes/Diabetes
N/A
Management, our unique ability to connect with dozens of glucose meters, our program empowers Recipients with analytics-
driven, individualized nutrition, exercise and adherence alerts. The flexibility in engagement allows the Recipient to touch
base with their health coach as frequently as they desire, resulting in positive outcomes that Recipients favor. This program
can be paired with clalms analytics for targeted communications.
Onsite Biometric Screenings (Fasting/Non-Fasting options)
This fingerstick screening package includes total cholesterol, HDL, TC/HDL ratio, LDL (if fasting), triglycerides (if fasting), glucose,
blood pressure, height/weight, waist circumference, BMI, and health education.
Fee Structure: Client is responsible for 100%of expected participation. The expected participation can be adjusted 10
business days prior to the event date. Once the event is within 10 business days of the event the expected participation
number is locked.
Minimum Requirement —There is a minimum requirement of 30 Recipients per event or a small clinic fee of $400.00 fee
may apply.
Change of Date, Time, Participation or Location - In the case the Client requests a change of date, time, participation or
location for the event, the following rules shall be in force:
a. Client must submit notice of change request in written form. Email shall be considered an acceptable form of
$49.00/Participant
writing. In such a case, all reasonable attempts shall be made to accommodate such a request but no guarantee
is made.
b. If notice of achange request is received less than 15 full business days priorto the event as scheduled, a fee of 30%
of agreed total cost shall be due.
c. If notice of a change request is received less than 5 full business days prior to scheduled event as scheduled a fee of
50%of agreed total cost shall be due.
J. If notice of a change request is received less than 2 full business days prior to scheduled event an additional change
fee of 80% of agreed total cost shall be due.
e. If after all reasonable attempts to accommodate the requested change have been made and the requested change is
not possible the notice of change request shall be considered a notice of cancellation subject to the rules outlined in
the cancellation by Client section.
Cancellation: In the case the Client cancels the scheduled event, the following rules shall be in farce:
201Page
a. Client must submit a notice of cancellation in written form. Email shall be considered an acceptable form of writing.
b. If notice of cancellation is received within thirty (30) days of the scheduled Event date, regardless of the date such event
was requested and scheduled, Client shall be responsible for covering the cost of 50% of the projected participation for
such event.
If notice of cancellation is received within fifteen (15) days of the scheduled Event date, regardless of the date such event was
requested and scheduled, Client shall be responsible for covering the cost of 100%of the projected participation for such
event.
Additional Cost: If the event is scheduled during off -business hours or weekends, additional fees may apply. If the event time
needs to be shortened or lengthened due to time/space restrictions an additional fee may apply. Travel Fees may apply.
Client Responsibility: Client shall be responsible for providing tables, chairs, adequate electrical supply, adequate lighting, and
a site contact for logistics.
Onsite Venipuncture Screenings— Premium Panel
This venipuncture screening package includes Glucose, Uric Acid, BUN, Creatinine, eGFR, Bun/Creatinine Ratio, Sodium,
Potassium, Chloride, Calcium, Phosphorus, Protein, Albumin, Globulin, A/G Ratio, Bilirubin (Total), Bilirubin (Direct), Alkaline
Phosphatase, LDH, AST (SGOT), ALT (SGPT), GGT, Iron, Cholesterol, Triglycerides, HDL, LDL, VLDL, Total Cholesterol/HDL Ratio,
Blood Pressure, Height, Weight, Waist Circumference, and BMI. Nicotine is added for an additional $15.00 Per Participant.
Fee Structure: Client is responsible for 100%of expected participation. The expected participation can be adjusted 30
business days prior to the event date. once the event is within 10 business days of the event the expected participation
number is locked.
Minimum Requirement —There is a minimum requirement of 30 Recipients per event or a small clinic fee of $400.00 fee
may apply.
Change of Date, Time, Participation or Location - In the case the Client requests a change of date, time, participation
or location for the event, the following rules shall be in force:
a. Client must submit notice of change request in written form. Email shall be considered an acceptable form of
writing. In such a case, all reasonable attempts shall be made to accommodate such a request but no guarantee
is made.
b. If notice of a change request Is received less than 15 full business days prior to the event as scheduled, a fee of
30%of agreed total cost shall be due.
C. If notice of a change request Is received less than 5 full business days prior to scheduled event as scheduled a fee $65.00/Participant plus
of 50% of agreed total cost shall be due. $15.00 per Nicotine Test
d. If notice of a change request is received less than 2 full business days prior to scheduled event an additional change
fee of 80% of agreed total cost shall be due.
e, If after all reasonable attempts to accommodate the requested change have been made and the requested change
is not possible the notice of change request shall be considered a notice of cancellation subject to the rules outlined
in the cancellation by Client section.
Cancellation: In the case the Client cancels the scheduled event, the following rules shall be in force:
c. Client must submit a notice of cancellation in written form. Email shall be considered an acceptable form of writing.
d. If notice of cancellation is received within thirty (30) days of the scheduled Event date, regardless of the date such
event was requested and scheduled, Client shall be responsible for covering the cost of 50% of the projected
participation for such event.
If notice of cancellation is received within fifteen (15) days of the scheduled Event date, regardless of the date such event
was requested and scheduled, Client shall be responsible for covering the cost of 100%of the projected participation for
such event.
Additional Cost: If the event is schedule in off business hours or weekends additional fees may apply. If the event time
needs to be shortened or lengthened due to time/space restrictions an additional fee may apply. Travel Fees may apply.
Client Responsibility: Client shall be responsible for providing tables, chairs, adequate electrical supply, adequate lighting,
and a site contact for logistics.
Lab Voucher Program I $50.00Noucher
211Page
Wellworks works with Labcorp to deliver a voucher program so that Recipients can complete their lab work at a local
participating lab facility. The tests include: total cholesterol, LDL, HDL, TC/HDL ratio, glucose, blood pressure, height/weight,
waist circumference, and triglycerides. This option should be limited to Plan participants and their enrolled spouses.
Dried Blood Spot Testing
Allows the Recipient to administer the testing themselves and at their convenience with no need to go to an onsite clinic, lab,
or physician. The Recipient simply pricks their finger, provides the blood to the kit, and ships the kit back to the lab. All
materials are included in the kit, including directions, how to self-administer, return packaging, and more. These kits can be
N/A
ordered by the Recipient or in bulk. The test can include the lipid panel such as Total Cholesterol, Triglycerides, HDL, LDL, as
well as additional tests.
Onsite Preventive Screenings (Blood Pressure, Chair Massage, Vision etc.)
A nurse will come onsite to conduct individual screenings, including blood pressure, body composition/BMI, chair massages,
and vision screenings. Each nurse is onsite for a minimum of three (3) hours. These events are subject to cancellation and
N/A
travel fees that will be billed at the time of the event, if applicable.
Vaccination Clinics
Wellworks offers a variety of clinics, such as flu, TB, and pneumonia.
N/A
Physician Results Form Tracking & Reporting
Recipients can visit their physician and submit theirscreening results to Wellworks by filling out the Physician Results form. The
Included in the Monthly
results will then be uploaded via the Wellness Portal or manually into the Recipient's account and Know Your Number Health
Management Fee
Assessment (if applicable). Can be used in place of completing an onsite screening/lab voucher.
Supplemental Preventive Screening Form Tracking
Wellworks will track participation for supplemental preventive visits throughout the wellness year, including dental, vision,
N/A
mammogram, colonoscopy, etc.
•:. 0 ..® .
Tobacco Attestation Form Tracking
Wellworks will track the tobacco status of Recipients through the Wellness Portal or by providing a tobacco affidavit form.
N/A
The form must be completed by Recipients and returned to Wellworks for tracking and reporting
Tobacco Cessation Program (e-Learning Series with no Health Coaching)
The Wellworks Tobacco Cessation e-Learning Series is an interactive program to help Recipients quit smoking, tobacco, or
nicotine use. This six -week, self -study program is designed to educate, inform, and inspire behavioral change. The program
N/A
contains a pre- and post -module survey, intended to assess a readiness to change in an individual, and six (6) modules that
each include a video and a quiz. Recipients will receive information to create a personalized quit plan, as well as online
resources, to support them through each step of the quitting process.
Tobacco Cessation Program (e-Learning Series with Health Coaching)
The Wellworks Tobacco Cessation Program with Health Coaching is an interactive program to help Recipients quit tobacco
use, with the help and support of our Health Coaching team. This six -week program is designed to educate, inform, and
inspire behavioral change. The program contains a pre- and post -module survey, intended to assess a readiness to change in
N/A
an individual, and six (6) modules that each include a video and a quiz. Recipients will receive Individual attention to create a
personalized quit plan, as well as online resources, to support them through each step of the quitting process. Recipients
must complete a certain amount of sessions with a Health Coach to complete the program.
Smoking Cessation Program (Freedom from Smoking Onsite Program)
The Freedom From Smoking ("FFS") Program has been the leading adult smoking cessation program for over 25 years. This
program is facilitated by an American Lung Association trained coach in a supportive and non -judgmental small group setting.
N/A
Recipients will receive individual attention to create a personalized quit plan to sustain their healthy lifestyle choice. Studies
have shown that individuals who complete this program are six times more likely to become successful non-smokers than
those who quit on their own.
Tobacco Cessation Program (Virtual via Webcam)
The Wellworks Virtual Tobacco Cessation Program is an Interactive multimedia program to help Recipients quit tobacco use.
This program is facilitated by a trained Tobacco Cessation Coach in a supportive and non -judgmental online setting. Recipients
N/A
will receive individual attention to create a personalized quit plan, as well as online resources; to support them through each
step of the quitting process.
Mindyra Mental Health Program ("WHIP")
Mindyra's online mental healthcare solution includes the M9 screener and Mind Health Survey. Together, these tools provide
N/A
screening, education, access to vetted self-help applications, peer group support and community resources, in addition to
regular measurement of the outcomes of the care provided. These services are customized to each individual and are available
22Page
on a 24/7 basis.
• Levels of service can he added for the provision of a tele-coach and/or a tele-therapist to meet the needs of the
individual Recipient under care and the corporation covering the cost of care.
The MHS can be included as a part of the WeIlBalance Program or as a stand-alone product.
Mindyra Wellbeing Index ("MWI")
Mindyra's MWI provides a mental, physical and social wellbeing snapshot of the Recipient population. A two -page health risk
report is available up to two times per year summarizing the Recipient population's health risks. This enables the Client and
N/A
Wellworks to selectthe most appropriate wellness programs to more precisely fitthe needs of the Client's Recipients and track
their effectiveness over time using the Care Progress Survey ("CPS").
Aiberry AI Assessment Tool
Aiberry has created a revolutionary Akpowered assessmentto bringvaluable insights into a Recipient's state of mind. Its virtual
therapeutic assistant Botberry, canjoin Recipients in conversation anytime —analyzing their words, audio, andfacial expressions
N/A
(think "what you say and how you say it" J to gain deeper insights Into their mental health with the capability of tracking trends
over time.
Sibly Text Based Coaching and Benefit Navigation Service
Providing 24/7 access to trained and AI -assisted human coaches that help members take Immediate action and Improve
health concerns before they become chronic. Sibly reduces the costs for chronic and co -morbid health conditions by
N/A
navigating members to personalized employee benefits recommendations the moment they are needed.
Sibly marries human relationships with science -based interventions and Al to drive reliable, quality care.
Behavioral Healthcare Coaching
Supplement your mental wellbeing program with one-on-one private sessions with our experienced and certified mental
N/A
wellbeing, sober and life coaches. Sample areas of focus include relationships, career, physical health, mental health, substance
abuse and more.
Wellworks For You Mental Health Resiliency Tools (WeIlBalance)
WeIlBalance is a comprehensive behavioral health program designed to give users the tools they need to succeed and to
improve their overall mental wellbeing. Our program evaluates Recipients' behavioral factors as well as physical health and
social needs to create a metric of their overall wellbeing. We will identify the presence of Issues in Recipients' physical, social,
or behavioral functioning, and guide them to avenues where they can access relevant resources through our targeted
education system. Our technology's ability to identify problem areas and provide relevant resources to Recipients helps
streamline the behavioral care process and ensure that Recipients are supported from the beginning to the end of their
behavioral health journey. Some of our resiliency tools include:
• Knowledge8—This series of 8 webinars and quizzes will provide Recipients with the foundational knowledge base
to complete the WeIlBalance Program by understanding the 8 pillars of wellbeing.
N/A
• FocusS—This 5-weekjournaling tool allows Recipients to create a personalized program -based on the 8 pillars of
wellness, to identify stress points in their daily lives, set a game plan to overcome each stressor, and track their
progress along the way.
• Wholesome Habits —This program allows Recipients to put their wellbeing knowledge into practice by completing
20 actionable Wholesome Habits. Recipients self -report completion of at least 20 of the 32 habits to finish the
program and watch their virtual heart become more colorful while keeping track of their progress right on the
screen.
• Client specific resources can be linked via the WeIlBalance Dashboard. Options include: Wellbeing Video Library,
Wellness Locker, Employee Assistance Program, Health Coaching, e-Learning Dashboard, Wellworks Marketplace,
Wellbeats, and Financial Wellbeing.
Webinars (Live and/or Recorded)
A presenter will conduct presentations via wehinar for Recipients. Presentation length varies by topic. These are available as
N/A
live or recorded presentations.
Onsite Lunch & Learns or Virtual Seminars
A presenter will come onsite to conduct presentations for your Recipients. Topics include nutrition, tobacco cessation, stress
management, fitness, healthy eating, cancer prevention, and more. Presentation length varies by topic. Pricing is determined
N/A
by quantity and frequency of seminars per year, and whether seminars are onsite or virtual.
FlnFlt Financial Wellness Platform
Recipients will have access to the Fin Fit Financial Wellness Platform. FinFit is a comprehensive Financial Wellness benefitthat
offers a variety of tools and education to assist Recipients in meeting their financial goals. These tools include assessments,
N/A
setting budget goals, educational courses, and one-on-one telephonic financial coaching.
Wellbeats Integration
N/A
231Page
Wellworks will activate the Wellbeats integration for Recipients. Access provides access to over 500 high quality fitness,
nutritional and meditation video library as well as access to individual challenges within the dashboard.
Musculoskeletal Program
OPTION 1: InstaCare's self -study courses include a series of educational videos and quizzes. Live -virtual webinars are available
with a Doctor of Physical Therapy ("DPT") for additional pricing. Topics include low back pain, pelvic floor issues, foam rolling
series, injury prevention, ergonomics, and more.
OPTION 2: InstaCare's six (6) week online programs including guided exercise videos and program customization to improve N/A
the mobility and strength of specific body parts (i.e. back and neck). Recipients will have access to program tracking, direct
messaging with a DPT, targeted video messages and reminders, and progress reporting for the individual with aggregate
reporting for the client. These programs can be accessed via the web or through the free app on iPhone/android.
Pricing is determined by which program you select, the quantity of self -study courses, added webinars, added chat option.
For Wellworks:
-r 04w M. TegLe r
Signature
By: Thomas M. Tegler, President/CEO
Date
For Client:
For the Employer
The City of Jefferson Missouri
CI' me
S i g n a t I
By: ion
Printed Name and Title
/0 - l -7 - 20.3
Date
24 1 P r
EXHIBIT B: BUSINESS ASSOCIATE AGREEMENT
Note., Capitalized terms appearing in this Exhibit that are not otherwise defined in the Agreement
or this Exhibit shall have the meanings ascribed to them under HIPAA.
1. Scope. This Wellworks Business Associate Agreement ("BAA") solely applies to the Protected
Health Information that is exchanged between Wellworks and the Plan in connection with
Wellworks' provision of Services to the Plan or Service Recipients in their capacity as Plan
participants. For the avoidance of doubt, this BAA does not apply to any Protected Health
Information received or created by (i) Third Party Clinical Providers; or (ii) Wellworks in its
capacity as a Covered Entity (if applicable).
2. Permitted Uses and Disclosures by Wellworks.
a. Except as otherwise limited in this BAA, Wellworks may (i) Use or Disclose Protected
Health Information as specified in the Agreement, provided that such Use or
Disclosure would not violate HIPAA if done by the Plan; or (ii) Use Protected Health
Information forthe proper management and administration of Wellworks or to carry
out the legal responsibilities of Wellworks.
b. Except as otherwise limited in this BAA, Wellworks may Disclose the Protected Health
Information in its possession to a third party for the proper management and
administration or to fulfill any legal responsibilities of Wellworks, provided that:
I. The Disclosure is Required by Law; or
ii. Wellworks has received from the third party reasonable written assurances
that: (A) the information will remain confidential and will be Used or further
Disclosed only as Required by Law or for the purpose for which it was
Disclosed to the party, and (B) the third party will notify Wellworks of any
instances of which it becomes aware in which the confidentiality of the
information has been breached.
C. Wellworks may Use Protected Health Information for Data Aggregation services
related to the Health Care Operations of the Plan.
3. Obligations and Activities of Wellworks.
a. Wellworks will not Use or Disclose Protected Health Information other than as
permitted or required by this BAA or as Required by Law.
b. Wellworks will use reasonable and appropriate safeguards to prevent the Use or
Disclosure of the Protected Health Information, other than as provided for by this
BAA, and in a manner consistent with the requirements of 45 C.F.R. Part 164 Subpart
C (with respect to Electronic Protected Health Information) as determined by
Wellworks.
C. Wellworks agrees to otherwise comply with the applicable requirements of the
Security Rule.
d. Wellworks will report to the Plan:
Any Use or Disclosure of Protected Health Information not provided for by
this BAA, including Breaches of Unsecured Protected Health Information;
and/or
251Page
If. Any Security Incident of which it becomes aware; provided, however, that
the Parties agree that Wellworks need not report to the Plan the ongoing
existence of common, persistent security threats and inconsequential
Security Incidents, including without limitation, "pings" and other broadcast
attacks on Wellworks' firewall, port scans, unsuccessful log -on attempts, to
the extent such activity does not result in unauthorized Access to, or Use or
Disclosure of, the Plan's Protected Health Information. Instead, Business
Associate shall, upon request from the Plan, report the occurrence of
inconsequential Security Incidents in aggregate over a specified reporting
period. Notwithstanding the foregoing, if Business Associate detects a
suspicious pattern of inconsequential Security Incidents, Business Associate
will promptly report same to the Plan.
e. For any Breach of Unsecured Protected Health Information, Wellworks will report to
the Plan the information required by 45 C.F.R. § 164.410 without unreasonable delay
and in no case later than 60 calendar days after discovery of the Breach.
f. Wellworks agrees to ensure that any Subcontractors that create, receive, maintain,
or transmit Protected Health Information on Wellworks' behalf have executed a
Business Associate Agreement and have agreed to comply with HIPAA, including, but
not limited to, the Security Rule.
g. Wellworks agrees to make its internal practices, books, and records relating to the
Use and Disclosure of Protected Health Information received from, or created or
received by Wellworks on behalf of the Plan, available to the Secretary of the
Department of Health and Human Services ("Secrete ') for the purposes of the
Secretary determining the Plan's compliance with HIPAA. Nothing in this Section shall
be construed as a waiver of any legal privilege or of any protections for trade secrets
or confidential commercial information.
h. If Wellworks maintains a Designated Record Set, Wellworks, upon request by the Plan
pursuant to its receipt and approval of an Individual's request, will make Protected
Health Information in a Designated Record Set for that Individual available to the Plan
to allow the Plan to comply with its obligations to provide access to Individuals of
their health information as required by 45 C.F.R. § 164.524.
i. If Wellworks maintains a Designated Record Set, Wellworks, upon request bythe Plan
pursuant to its receipt and approval of an Individual's request, will make Protected
Health Information in a Designated Record Set for that Individual available to the
Plan, and will incorporate any amendments to such information as instructed by the
Plan, to allow the Plan to comply with its amendment obligations as required by 45
C.F.R. § 164.526.
Wellworks will maintain and, upon request by the Plan pursuant to its receipt and
approval of an Individual's request, provide the Plan with the information necessary
for the Plan to provide an Individual with an accounting of Disclosures as required by
45 C.F.R. § 164.528.
k. To the extent that Wellworks is to carry out one or more of the Plan's obligations
under the Standards for Privacy of Individually Identifiable Health Information, 45
C.F.R.Part 164 Subpart E, Wellworks shall comply with the requirements of Subpart
E that apply to the Plan in the performance of such obligations.
26Page
I. Wellworks shall not directly or indirectly receive remuneration in exchange for
Protected Health Information unless such remuneration is permissible under HIPAA.
M. Wellworks (or its agents or subcontractors) will use reasonable effortsto request, Use
and Disclose only the minimum amount of Protected Health Information necessary
in accordance with 45 C.F.R. §§ 164.502(b) and 164.514(d).
4. Obligations of the Plan.
a. The Plan shall notify Wellworks of any limitation(s) in the Plan's notice of privacy
practices under 45 C.F.R. § 164.520, to the extent that such limitation may affect
Wellworks' Use or Disclosure of Protected Health Information. The Plan will not
include any limitations in its notice of privacy practices that limit Wellworks' Use or
Disclosure of Protected Health Information under this BAA unless such limitation is
Required by Law.
b. The Plan shall notify Wellworks of any changes in, or revocation of, the permission by
an Individual to Use or Disclose his or her Protected Health Information, to the extent
that such changes may affect Wellworks' Use or Disclosure of -Protected Health
Information.
C. The Plan shall notify Wellworks of any restriction on the Use or Disclosure of
Protected Health Information that the Plan has agreed to or is required to abide by
under 45 C.F.R. § 164.522, to the extent that such restriction may affect Wellworks'
Use or Disclosure of Protected Health Information. The Plan will not agree to any
restriction on the Use or Disclosure of Protected Health Information that limit
Wellworks' Use or Disclosure of Protected Health Information under this BAA unless
the Plan is legally required to agree to such restrictions.
d. The Plan shall not request or cause Wellworks to Use or Disclose Protected Health
Information in any manner that would not be permissible under the Standards for
Privacy of Individually Identifiable Health Information, 45 C.F.R. Part 164 Subpart E, if
done by the Plan, except for Uses or Disclosures set forth in Section 2 of this BAA.
5. Term and Termination.
a. Except as provided in paragraph b. of this section, upon termination of the
Agreement for any reason, Wellworks shall return or destroy all Protected Health
Information. Wellworks shall retain no copies of the Protected Health Information.
b. In the event that Wellworks determines that returning or destroying the Protected
Health Information obtained by Wellworks is infeasible, then Wellworks shall extend
the protections of this BAA to such Protected Health Information and limit further
Uses and Disclosures of such Protected Health Information to those purposes that
make the return or destruction infeasible, for as long as Wellworks maintains such
Protected Health Information. This Section shall survive the termination of the
Agreement for any reason.
[Signature Page Follows]
271Page
For Wellworks:
TICm ka y M. Teg l,eN
Signature
By: Thomas M. Tegler, President/CEO
Date
For Client:
For the Employer
The City of Jefferson, Missouri
Client Name
Signat
By: Ron Fitzwater, Mayor
Printed Name and Title
/0-/7-23
Date
28�`
EXHIBIT C: CONFIDENTIALITY AND MUTUAL NON -DISCLOSURE AGREEMENT
Note: Capitalized terms appearing in this Exhibit that are not otherwise defined in this Exhibit shall
have the meanings set forth in the Agreement between Client and Wellworks.
1. Confidential Information. "Confidential Information" includes all non-public,
confidential, individually identifiable, or proprietary information of such Party and/or Service
Recipients, documentation, data, know-how, devices, designs, trade secrets and technology of such
party (the "Disclosing Party") that is received by the other party (the "Receiving Party"), whether
obtained by the Receiving Party under this Agreement from the Disclosing Party before or after the
execution of this Agreement, without regard to medium of storage or method of transmission of such
information, including without limitation:
a. all proprietary documents, including but not limited to all product or service
descriptions, business plans, bids, proposals, financial data, accounting techniques,
reporting methods, memoranda, manuals, handbooks, policies, administrative forms,
administrative procedures, workflow, schedules, reporting requirements, and audio
or visual recordings developed by the Disclosing Party;
b. all computer software and systems developed by the Disclosing Party (including all
documentation relating thereto);
c. for Wellworks, all Wellworks Products as defined in the Agreement, such as the
Health & Wellness Platform/Wellness Portal and mobile application(s), and all
proprietary methods, algorithms, logic, techniques, policies, strategies and
procedures utilized by Wellworks or provided by Wellworks to Client in connection
with the provision of the Services and all intellectual property of Wellworks;
d. all SRIII that is not PHI; and
e. all other material bearing a "Confidential Information" or similar designation.
2. Exceptions to Confidential Information. Client and Wellworks acknowledge that
Confidential Information of the Disclosing Party shall not include information which:
a. was in the Receiving Party's possession legitimately and without obligation of
confidentiality prior to the initiation of the negotiation of this Agreement;
b. is information generally available or becomes available within the public domain
other than as a consequence of the Receiving Party's breach;
c. is information rightfully obtained by it through third party sources, provided that such
third party source was not bound by a duty of confidentiality relating to the disclosure
of such information;
d. information that the Disclosing Party authorizes in writing for release; or
e. PHI, which is governed by Exhibit B.
291Page
3. Protection and Non -Disclosure of Confidential Information. Each Party agrees to
secure and protect the Confidential Information of the other Party using all commercially reasonable
means, but in no event shall such means be less than those used by the Receiving Party to secure and
protect its own Confidential Information. Neither Party shall use Confidential Information belonging
to the other Party, except as is necessary to accomplish the objectives of the Agreement and the
performance of the Services thereunder. Neither Party shall disclose, transfer, publish or display
Confidential Information belonging to the other Party to any third parties, unless expressly permitted
herein.
4. Disclosure Required by Law. If disclosure of Confidential Information is required by
law, the Party under such requirement shall, if and when permissible, promptly notify the other Party
of the request and impending disclosure so that the other Party may have a reasonable opportunity
to object to the request and/or seek an appropriate protective order. Except as provided herein, in
no event shall either Party disclose Confidential Information to a third party including a government
agency except under a valid order from a court having jurisdiction or under a valid discovery request
or subpoena which requires the specific disclosure, nor shall either Party disclose any Confidential
Information that is not specifically required be disclosed under applicable law.
S. Authorized Access. Client and Wellworks acknowledge that Client may designate
specific authorized individuals to receive data and access information portals to view, download or
transmit Confidential Information. It is Client's responsibility to notify Wellworks if the authorized
access of any individual is to be added, changed or deleted. Client may also designate authorized third -
parties such as a broker or consultant who may receive information regarding Client's account with
Wellworks. Client shall ensure, and be solely responsible for ensuring, that any disclosure of
Confidential Information or information regarding Client's account with Wellworks to individuals or
third parties designated under this Section complies with this Agreement and with any laws that apply
to Client.
6. Acknowledgments. Client and Wellworks acknowledge that the Disclosing Party's
Confidential Information disclosed to it pursuant to this Agreement Is disclosed in confidence and with
the understanding that it constitutes valuable information developed at substantial expenditure of
time, effort and money. Client and Wellworks further acknowledge that any disclosure of Confidential
Information to it by the other Party is done in reliance upon the Receiving Party's representations and
covenants in this Agreement.
[Signature Page Follows]
30Page
EXHIBIT D: DATA PROTECTION ADDENDUM
This Exhibit D is the executed copy of the Data Protection Addendum (regarding compliance with GDPR
and the CCPA) between Wellworks and Client, which is hereby incorporated by reference.
321Page
For Wellworks:
Tt ti M. TegU4-
Signature
By: Thomas M. Tegler, President/CEO
Date
For Client:
For the Employer
The City of Jefferson, Missouri
Client Name
Signature
By: GL a or -
Printed Name and Title
10- /7-2025
Date
311Page