Attachment D W I T N E S S E T H: NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS: // // // // // // // // // // // // // //

Transcription

1 0 0 0 AGREEMENT FOR PROVISION OF BEHAVIORAL HEALTH ELECTRONIC HEALTH RECORD SYSTEM SERVICES BETWEEN COUNTY OF ORANGE AND CERNER CORPORATION SEPTEMBER, 0 THROUGH JUNE 0, 00 THIS AGREEMENT entered into this th day of September 0, which date is enumerated for purposes of reference only, is by and between the COUNTY OF ORANGE (COUNTY) and CERNER CORPORATION a Delaware For-Profit Corporation (CONTRACTOR). This Agreement shall be administered by the County of Orange Health Care Agency (ADMINISTRATOR). W I T N E S S E T H: WHEREAS, COUNTY wishes to develop and implement the Behavioral Health Services Electronic Health Record system (EHR) in a multi-phase approach as described herein; and WHEREAS, the parties agree that for purposes of Subparagraph XVII.C. of this Agreement, that CONTRACTOR is not an individual contractor; and WHEREAS, CONTRACTOR is agreeable to the rendering of such services and licenses on the terms and conditions hereinafter set forth: NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS: of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

2 0 0 0 CONTENTS PARAGRAPH PAGE Title Page... Contents... Referenced Contract Provisions... I. Alteration of Terms... II. Attorneys Fees... III. Business Associate Terms and Conditions... IV. Choice of Law and Forum... V. Compliance... VI. Confidentiality... VII. Conflict of Interest... VIII. Contractor Limitation of Liability... IX. Delegation, Assignment and Subcontracts... X. Employee Eligibility Verification... XI. Facilities, Payments and Services... XII. Freight on Board Prices... 0 XIII. Headings Not Controlling... 0 XIV. Indemnification and Insurance... 0 XV. Information Management Tools... XVI. Inspections and Audits... XVII. Licenses and Laws... XVIII. Literature and Advertisements... XIX. Maximum Obligation... XX. No Hire... XXI. Nondiscrimination... XXII. Notices... XXIII. Performance Bond.... XXIV. Protective Equipment... XXV. Purchase Orders... XXVI. Records Management and Maintenance... XXVII. Severability... XXVIII. Status of Contractor... XXIX. Term... XXX. Termination... 0 XXXI. Waiver of Default or Breach... of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

3 0 0 0 XXXII. Warranties... XXXIII. Work Product... Signature Page... EXHIBIT A I. Definitions... II. Patent / Copyright Materials... III. Title of Data... IV. California Public Records Act... V. Payments... VI. Reports and Meetings... VII. Responsibility of Contractor... VIII. Services... IX. Standards of System Performance... X. Hours Pool. EXHIBIT B Scope of Work Phase SOW.. Additional Requirements.... Rules Documentation.... EXHIBIT C Treatment Plan Library... Page EXHIBIT D High Technology Escrow Agreement... Pages EXHIBIT E PHASE III Services... Pages EXHIBIT F Schedule of Behavioral Health Software... Pages EXHIBIT G Pass Through Provisions... Pages ATTACHMENT A. Deliverables and Payment Schedule... Pages ATTACHMENT A. Sales Tax Exemption letter... Page ATTACHMENT B. Examples of Workflows. Pages of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

4 0 0 0 REFERENCED CONTRACT PROVISIONS Term: September, 0 through June 0, 00 Period One" means the period from September, 0 through June 0, 0 "Period Two" means the period from July, 0 through June 0, 0 "Period Three" means the period from July, 0 through June 0, 0 "Period Four" means the period from July, 0 through June 0, 0 Period Five means the period from July, 0 through June 0, 0 Maximum Obligation: Period One Maximum Obligation: $,,0 Period Two Maximum Obligation: $,0, Period Three Maximum Obligation: $ 0,, Period Four Maximum Obligation: $,, Period Five Maximum Obligation: $, Notices to COUNTY and CONTRACTOR: COUNTY: CONTRACTOR: County of Orange Health Care Agency TOTAL MAXIMUM OBLIGATION: $,,,, Contract Development and Management 0 West th Street, Suite 00 Santa Ana, CA 0 Attn: Contract Administrator Cerner Corporation 00 Rockcreek Parkway Kansas City, Missouri Attn: President CONTRACTOR s Insurance Coverages: Coverage Commercial General Liability Automobile Liability, including coverage Minimum Limits $,000,000 per occurrence $,000,000 aggregate $,000,000 per occurrence of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

5 0 0 0 for owned, non-owned and hired vehicles Workers' Compensation Employer's Liability Insurance Professional Liability Insurance Statutory $,000,000 per occurrence $,000,000 per claims made or per occurrence of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

6 0 0 0 of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

7 0 0 0 I. ALTERATION OF TERMS A. This Agreement, together with Exhibits A, B, C, D, E, F, and G incorporated herein by reference, fully expresses the complete understanding of COUNTY and CONTRACTOR with respect to the subject matter of this Agreement. This Agreement shall constitute the sole and entire binding Agreement between the parties as it relates to the services and licenses provided herein. All other prior proposals, offers, discussions, preliminary understandings, and other communications relative to this Agreement, oral or written, shall be considered superseded, and any such terms, conditions or provisions are effective only to the extent that they have been negotiated as part of this Agreement. B. No addition to or alteration of the terms of this Agreement or any Exhibit(s), whether written or verbal, made by the parties, their officers, employees or agents shall be valid unless made in the form of a written amendment to this Agreement, which shall be formally approved and executed by both parties. II. ATTORNEYS FEES In the event that any arbitration or legal action is brought with respect to the subject of this Agreement, the prevailing party in such arbitration or legal action shall be entitled to receive reasonable attorneys fees, as well as costs of the arbitration or legal action, in addition to any other relief it may receive. III. BUSINESS ASSOCIATE TERMS AND CONDITIONS A. GENERAL PROVISIONS AND RECITALS. The parties agree that the terms used, but not otherwise defined below, shall have the same meaning as those terms in the Health Insurance Portability and Accountability Act of (HIPAA) as it may exist now or be hereafter amended.. It is agreed by both parties that CONTRACTOR is a Business Associate of COUNTY for the purposes of this Agreement.. It is understood by both parties that the Health Information Technology for Economic and Clinical Health Act ( HITECH ) made certain provisions of the HIPAA Security and Privacy Rules apply to the CONTRACTOR in the same manner as they apply to the covered entity (COUNTY). CONTRACTOR shall therefore at all times be in compliance with the applicable provisions of both the Privacy and the Security Rules as are described in Subparagraphs B.. and B.. below, and is responsible for complying with the issued regulations for said rules to the extent applicable to CONTRACTOR, as they currently exist or are hereafter amended, for purposes of safeguarding any Protected Health Information (PHI) used or generated by CONTRACTOR consistent with the terms of this agreement.. It is understood by both parties that the Privacy Rule does not pre-empt any state statutes, rules or regulations that impose more stringent requirements with respect to confidentiality of PHI.. COUNTY wishes to disclose certain information to CONTRACTOR pursuant to the terms of this Agreement, some of which may constitute PHI as defined in Subparagraph B.. below. of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

8 COUNTY and CONTRACTOR intend to protect the privacy and provide for the security of PHI disclosed to the CONTRACTOR pursuant to this Agreement, in compliance with HIPAA and the regulations promulgated thereunder by the U.S. Department of Health and Human Services as they may now exist or be hereafter amended. B. DEFINITIONS. Breach means the acquisition, access, use, or disclosure of Protected Health Information in a manner not permitted under the HIPAA Privacy Rule which compromises the security or privacy of the Protected Health Information. a. For purposes of this definition, compromises the security or privacy of the Protected Health Information means poses a significant risk of financial, reputational, or other harm to the Individual. b. A use or disclosure of Protected Health Information that does not include the identifiers listed at. (e) (), date of birth, and zip code does not compromise the security or privacy of protected health information. c. Breach excludes: ) Any unintentional acquisition, access, or use of Protected Health Information by a workforce member or person acting under the authority of a covered entity or a business associate, if such acquisition, access, or use was made in good faith and within the scope of authority and does not result in further use or disclosure in a manner not permitted under the Privacy Rule. ) Any inadvertent disclosure by a person who is authorized to access Protected Health Information at a covered entity or business associate to another person authorized to access Protected Health Information at the same covered entity or business associate, or organized health care arrangement in which the covered entity participates, and the information received as a result of such disclosure is not further used or disclosed in a manner not permitted under the Privacy Rule. ) A disclosure of Protected Health Information where a covered entity or business associate has a good faith belief that an unauthorized person to whom the disclosure was made would not reasonably have been able to retains such information.. Designated Record Set shall have the meaning given to such term under the Privacy Rule, including, but not limited to, CFR Section.0.. Individual shall have the meaning given to such term under the Privacy Rule, including, but not limited to, CFR Section 0.0 and shall include a person who qualifies as a personal representative in accordance with CFR Section.0(g).. Privacy Rule shall mean the Standards for Privacy of Individually Identifiable Health Information at CFR Part 0 and Part, Subparts A and E.. Security Rule shall mean the Security Standards for the Protection of Electronic Protected of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

9 0 0 0 Health Information at CFR Part 0, Part, and Part, Subparts A and C.. Protected Health Information or PHI shall have the meaning given to such term under the Privacy Rule, including, but not limited to, CFR Section 0.0, as applied to the information created or received by Business Associate from or on behalf of Covered Entity.. Required by Law shall have the meaning given to such term under the Privacy Rule, including, but not limited to, CFR Section.0.. Secretary shall mean the Secretary of the Department of Health and Human Services or his or her designee.. Unsecured Protected Health Information means Protected Health Information that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the Secretary of Health and Human Services in the guidance issued on the HHS Web site. C. OBLIGATIONS AND ACTIVITIES OF CONTRACTOR AS BUSINESS ASSOCIATE:. CONTRACTOR agrees not to use or disclose PHI other than as permitted or required by this Agreement or as required by law.. CONTRACTOR agrees to use appropriate safeguards to prevent use or disclosure of PHI other than as provided for by this Agreement.. CONTRACTOR agrees to mitigate, to the extent practicable, any harmful effect that is known to CONTRACTOR of a use or disclosure of PHI by CONTRACTOR in violation of the requirements of this Agreement.. CONTRACTOR agrees to report to COUNTY within ten (0) business days any use or disclosure of PHI not provided for by this Agreement of which CONTRACTOR becomes aware.. CONTRACTOR agrees to ensure that any agent, including a subcontractor, to whom it provides PHI received from COUNTY, or created or received by CONTRACTOR on behalf of COUNTY, agrees to the same restrictions and conditions that apply through this Agreement to CONTRACTOR with respect to such information.. CONTRACTOR agrees to provide access, within fifteen () calendar days of receipt of a written request by COUNTY, to PHI in a Designated Record Set, to COUNTY or, as directed by COUNTY, to an Individual in order to meet the requirements under CFR Section... CONTRACTOR agrees to make any amendment(s) to PHI in a Designated Record Set that COUNTY directs or agrees to pursuant to CFR Section. at the request of COUNTY or an Individual, within thirty (0) calendar days of receipt of said request by COUNTY. CONTRACTOR agrees to notify COUNTY no later than ten (0) calendar days after said amendment is completed.. For purposes of the Secretary determining COUNTY s compliance with the Privacy Rule, CONTRACTOR agrees to make internal practices, books, and records, including policies and procedures and PHI, relating to the use and disclosure of PHI received from, or created or received by of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

10 0 0 0 CONTRACTOR on behalf of COUNTY, available to COUNTY and the Secretary, in a time and manner as determined by COUNTY, consistent with the direction of the Secretary.. CONTRACTOR agrees to document any disclosures of PHI and to make information related to such disclosures available as would be required for COUNTY to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with CFR Section.. 0. CONTRACTOR agrees to provide COUNTY or an Individual, as directed by COUNTY, within thirty (0) day of request by COUNTY that information collected in accordance with this Agreement, in order to permit COUNTY to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with CFR Section... CONTRACTOR shall work with COUNTY upon notification by CONTRACTOR to COUNTY of a Breach to properly determine if any Breach exclusions exist as defined in Subparagraph B..c. above. D. SECURITY RULE. Security. CONTRACTOR shall establish and maintain appropriate administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of electronic PHI. CONTRACTOR shall follow generally accepted system security principles and the requirements of the final HIPAA rule pertaining to the security of PHI.. Agents and Subcontractors. CONTRACTOR shall ensure that any agent, including a subcontractor, to whom it provides electronic PHI, agrees to implement reasonable and appropriate safeguards to protect the PHI.. Security Incidents. CONTRACTOR shall report any security incident of which it becomes aware to COUNTY. For purposes of this agreement, a security incident means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations. This does not include trivial incidents that occur on a daily basis, such as scans, pings, or unsuccessful attempts to penetrate computer networks or servers maintained by CONTRACTOR. E. BREACH DISCOVERY AND NOTIFICATION. Following the discovery of a Breach of Unsecured Protected Health Information, CONTRACTOR shall notify COUNTY of such Breach, however both parties agree to a delay in the notification if so advised by a law enforcement official, pursuant to CFR... A Breach shall be treated as discovered by CONTRACTOR as of the first day on which the Breach is known to the CONTRACTOR, or by exercising reasonable diligence, would have been known to CONTRACTOR.. CONTRACTOR shall be deemed to have knowledge of a Breach if the Breach is known, or by exercising reasonable diligence would have known, to any person who is an employee, officer, or other agent of the CONTRACTOR, as determined by federal common law of agency. 0 of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

11 CONTRACTOR shall provide the notification of the Breach of Unsecured Protected Health Information without unreasonable delay, and in no case later than ten (0) business days after CONTRACTOR s discovery of a Breach.. CONTRACTOR s notification may be written or oral, but, if oral, shall be followed by written notification confirming the oral notification within twenty-four () hours of said notification. Thereafter, CONTRACTOR shall provide written notification containing the contents stated below within five () business days. CONTRACTOR shall be required to provide any other information relevant to the Breach in writing as soon as the information is available.. CONTRACTOR s notification shall include, to the extent possible: a. The identification of each Individual whose unsecured protected health information has been, or is reasonably believed by CONTRACTOR to have been, accessed, acquired, used, or disclosed during the Breach, b. Any other information that COUNTY is required to include in the notification to Individual it must provide pursuant to CFR.0 (c), at the time CONTRACTOR is required to notify COUNTY, or promptly thereafter as this information becomes available, even after the regulatory sixty (0) day period set forth in CFR.0 (b) has elapsed, including: ) A brief description of what happened, including the date of the Breach and the date of the discovery of the Breach, if known; ) A description of the types of Unsecured Protected Health Information that were involved in the Breach (such as whether full name, social security number, date of birth, home address, account number, diagnosis, disability code, or other types of information were involved); ) Any steps Individuals should take to protect themselves from potential harm resulting from the Breach; and ) A brief description of what CONTRACTOR is doing to investigate the Breach, to mitigate harm to Individuals, and to protect against any future Breaches.. The Parties may agree that CONTRACTOR shall provide notice to the Individual as required in CFR.0 if it is reasonable to do so under the circumstances.. In the event that CONTRACTOR is responsible for a Breach of Unsecured Protected Health Information, in violation of the Privacy Rule, CONTRACTOR shall have the burden of demonstrating that CONTRACTOR made all notifications to COUNTY as required by the Breach Notification regulations, or in the alternative, that the use or disclosure did not constitute a Breach as defined in CFR.0.. CONTRACTOR shall maintain documentation of its risk assessment of the application of an exception to demonstrate that the notification was not required in accordance with CONTRACTOR s policies and procedures, but in no event less than six () years. of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

12 CONTRACTOR shall provide to COUNTY all specific and pertinent information about the Breach to permit COUNTY to meet its notification obligations under the HITECH Act, as soon as practicable, but in no event later than twenty (0) calendar days after reporting the initial Breach to the COUNTY.. CONTRACTOR shall continue to provide all additional pertinent information about the Breach to COUNTY as it may become available, in reporting increments of fifteen () calendar days after the last report to COUNTY. CONTRACTOR shall also respond in good faith to any reasonable requests for further information, or follow-up information after report to COUNTY, when such request is made by COUNTY.. CONTRACTOR shall bear the expense of any notifications associated with the Breach should the Breach be caused due to CONTRACTOR s negligence or willful misconduct. F. PERMITTED USES AND DISCLOSURES BY CONTRACTOR. Except as otherwise limited in this Agreement, CONTRACTOR may use or disclose PHI to perform functions, activities, or services for, or on behalf of, COUNTY as specified in this Agreement, provided that such use or disclosure would not violate the Privacy Rule if done by COUNTY.. CONTRACTOR is permitted to use PHI as necessary for the proper management and administration of CONTRACTOR or to carry out legal responsibilities of CONTRACTOR. (ref. C.F.R..0(e)()(i)(A-B)).. CONTRACTOR is permitted to disclose PHI received from COUNTY for the proper management and administration of CONTRACTOR or to carry out legal responsibilities of CONTRACTOR, provided: a. The disclosure is required by law; or b. CONTRACTOR obtains reasonable assurances from the person to whom the PHI is disclosed that it will be held confidentially and used or further disclosed only as required by law or for the purposes for which it was disclosed to the person, the person will use appropriate safeguards to prevent unauthorized use or disclosure of the PHI, and the person immediately notifies CONTRACTOR of any instance of which it is aware in which the confidentiality of the Information has been Breached. (ref. C.F.R..0(e)()(ii)).. CONTRACTOR is also permitted to use or disclose PHI to provide data aggregation services, as that term is defined by C.F.R..0, relating to the health care operations of COUNTY. G. OBLIGATIONS OF COUNTY. COUNTY shall notify CONTRACTOR of any limitation(s) in COUNTY s notice of privacy practices in accordance with CFR Section.0, to the extent that such limitation may affect CONTRACTOR s use or disclosure of PHI. of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

13 COUNTY shall notify CONTRACTOR of any changes in, or revocation of, permission by an Individual to use or disclose PHI, to the extent that such changes may affect CONTRACTOR s use or disclosure of PHI.. COUNTY shall notify CONTRACTOR of any restriction to the use or disclosure of PHI that COUNTY has agreed to in accordance with CFR Section., to the extent that such restriction may affect CONTRACTOR s use or disclosure of PHI.. COUNTY shall not request CONTRACTOR to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by COUNTY. H. BUSINESS ASSOCIATE TERMINATION. In addition to the rights and remedies provided in the Termination Paragraph of this Agreement, upon COUNTY s knowledge of a material breach by CONTRACTOR of the requirements of this Paragraph, COUNTY shall either: a. Provide an opportunity for CONTRACTOR to cure the material breach or end the violation and terminate this Agreement if CONTRACTOR does not cure the material breach or end the violation within thirty (0) business days; or b. Immediately terminate this Agreement if CONTRACTOR has breached a material term of this Agreement and cure is not possible; or c. If neither termination nor cure is feasible, COUNTY shall report the violation to the Secretary of the Department of Health and Human Services.. Upon termination of this Agreement, all PHI provided by COUNTY to CONTRACTOR, or created or received by CONTRACTOR on behalf of COUNTY, shall either be destroyed or returned to COUNTY as provided in the Termination Paragraph of this Agreement, and in conformity with the Privacy Rule. a. This provision shall apply to PHI that is in the possession of subcontractors or agents of CONTRACTOR. b. CONTRACTOR shall retain no copies of the PHI. c. In the event that CONTRACTOR determines that returning or destroying the PHI is infeasible, CONTRACTOR shall provide to COUNTY notification of the conditions that make return or destruction infeasible. Upon joint determination by COUNTY and CONTRACTOR that return or destruction of PHI is infeasible, CONTRACTOR shall extend the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as CONTRACTOR maintains such PHI. IV. CHOICE OF LAW AND FORUM A. The formation, interpretation and performance of this Agreement shall be governed by the laws of the State of California. Any legal proceeding with respect to this Agreement shall be filed in the of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

14 0 0 0 appropriate court in Orange County, California. This Agreement shall be construed as if jointly prepared by the Parties, and the Parties agree to waive any rule of law or legal decision that would require interpretation of any ambiguities in this Agreement against the Party that has drafted the Agreement. B. In the event of a dispute between the Parties, CONTRACTOR and COUNTY agree to make a good faith effort to dispose of the disputed matter within a reasonable period of time through the CONTRACTOR s Project Manager and County s Project Director. However, if the CONTRACTOR s Project Manager and County s Project Director do not reach a resolution to the disputed matter, such matter shall be brought to the attention of COUNTY s Agency Director or his or her designee and the CONTRACTOR s management team to work cooperatively to resolve the dispute amicably. In the event that a resolution at such management levels does not occur, either Party may submit the dispute to binding arbitration in Orange County, California under the then-prevailing rules of the American Arbitration Association, Inc., a New York corporation. Unless either Party objects to arbitration as a means to resolve the disputed matter, the CONTRACTOR and COUNTY agree that the arbitration shall be through a single arbitrator, who shall be experienced in information technology matters. Judgment upon any award in such arbitration may be entered and enforced in any court of competent jurisdiction. Notwithstanding any provision of this Agreement to the contrary, each Party acknowledges that any breach of any of its obligations with respect to the other party s proprietary rights will result in an irreparable injury for which money damages will not be an adequate remedy and that, in such event, the non-breaching party shall be entitled to injunctive relief in addition to any other relief a court may deem proper. C. In the event the CONTRACTOR or COUNTY objects to arbitration, either Party reserves the right to initiate any legal proceeding it deems appropriate in accordance with Paragraph A of this Article. D. COUNTY and CONTRACTOR agree that, in the event of a dispute notwithstanding, they will continue without delay to carry out all their responsibilities under this Agreement until such time the matter is disposed of. V. COMPLIANCE A. ADMINISTRATOR has established a Compliance Program for the purpose of ensuring adherence to all rules and regulations related to federal and state health care programs.. ADMINISTRATOR shall provide CONTRACTOR with a copy of the relevant ADMINISTRATOR Policies and Procedures relating to the Compliance Program.. CONTRACTOR shall ensure that its employees, subcontractors, interns, volunteers, and members of Board of Directors or duly authorized agents, if appropriate, performing services directly relative to this Agreement ("Covered Individuals") are made aware of ADMINISTRATOR s Policies and Procedures. B. CONTRACTOR has the option to adhere to ADMINISTRATOR s Compliance Program or establish its own.. If CONTRACTOR elects to have its own Compliance Program then it shall submit a copy of of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

15 0 0 0 its Compliance Program, Code of Conduct, and relevant policies and procedures to ADMINISTRATOR within thirty (0) calendar days of award of this Agreement.. ADMINISTRATOR s Compliance Officer shall advise CONTRACTOR if CONTRACTOR s compliance program is accepted. If CONTRACTOR s program is not accepted, CONTRACTOR shall take necessary action to meet said standards or shall be asked to acknowledge and agree to the ADMINISTRATOR s Code of Conduct and Compliance Program.. Upon approval of CONTRACTOR s Compliance Program by ADMINISTRATOR s Compliance Officer, CONTRACTOR shall ensure that Covered Individuals are made aware of CONTRACTOR s Policies and Procedures.. If CONTRACTOR elects to use its own Compliance Program, failure of CONTRACTOR to submit its Compliance Program, Code of Conduct, and relevant policies and procedures shall constitute a material breach of this Agreement. Failure to cure such breach within sixty (0) calendar days of such notice from ADMINSTRATOR shall constitute grounds for termination of this Agreement as to the noncomplying party. C. CODE OF CONDUCT - Under the direction of the ADMINISTRATOR s Office of Compliance, a Code of Conduct for adherence by all ADMINISTRATOR s employees and contract providers has been developed.. If CONTRACTOR elects to adhere to ADMINISTRATOR s Compliance Program, then within thirty (0) calendar days of award of this Agreement, CONTRACTOR shall submit to ADMINISTRATOR a signed acknowledgement and agreement that CONTRACTOR shall comply with the HCA Contractor Code of Conduct.. If CONTRACTOR elects to adhere to ADMINISTRATOR s Compliance Program, then failure of CONTRACTOR to timely submit the acknowledgement of the ADMINISTRATOR s Contractor Code of Conduct shall constitute a material breach of this Agreement, and failure to cure such breach within sixty (0) calendar days of such notice from ADMINISTRATOR shall constitute grounds for termination of this Agreement as to the non-complying party. D. CONTRACTOR shall screen all Covered Individuals employed or retained to provide services directly related to this Agreement to ensure that they are not designated as "Ineligible Persons, as defined hereunder. Screening shall be conducted against the General Services Administration's List of Parties Excluded from Federal Programs and the Health and Human Services/Office of Inspector General List of Excluded Individuals/Entities.. Ineligible Person shall be any individual or entity who: a. is currently excluded, suspended, debarred or otherwise ineligible to participate in the federal health care programs; or b. has been convicted of a criminal offense related to the provision of health care items or of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

16 0 0 0 services and has not been reinstated in the federal health care programs after a period of exclusion, suspension, debarment, or ineligibility.. CONTRACTOR shall screen prospective Covered Individuals prior to hire or engagement. CONTRACTOR shall not hire or engage any Ineligible Person to provide services directly relative to this Agreement.. CONTRACTOR shall screen all current Covered Individuals within sixty (0) days of execution of this Agreement to ensure that they have not become Ineligible Persons unless CONTRACTOR has performed such screening on same Covered Individuals under a separate agreement with COUNTY within the past six () months.. Covered Individuals shall be required to disclose to CONTRACTOR immediately any debarment, exclusion or other event that makes the Covered Individual an Ineligible Person. CONTRACTOR shall notify COUNTY within five () business days if a Covered Individual providing services directly relative to this Agreement becomes debarred, excluded or otherwise becomes an Ineligible Person.. CONTRACTOR acknowledges that Ineligible Persons are precluded from providing federal and state funded health care services by contract with COUNTY in the event that they are currently sanctioned or excluded by a federal or state law enforcement regulatory or licensing agency. If CONTRACTOR becomes aware that a Covered Individual has become an Ineligible Person, CONTRACTOR shall remove such individual from responsibility for, or involvement with, ADMINISTRATOR business operations related to this Agreement.. CONTRACTOR shall notify ADMINISTRATOR within five () business days if a Covered Individual or entity is currently excluded, suspended or debarred, or is identified as such after being sanction screened. Such individual or entity shall be promptly removed from participating in any activity associated with this Agreement. E. COMPLIANCE TRAINING - ADMINISTRATOR shall make General Compliance Training and Provider Compliance Training, where appropriate, available to Covered Individuals.. CONTRACTOR shall use its best efforts to encourage completion by Covered Individuals performing at least one hundred sixty (0) hours of services on-site for COUNTY; provided, however, that at a minimum CONTRACTOR shall assign at least one () designated representative to complete all Compliance Trainings when offered.. Such training will be made available to Covered Individuals within thirty (0) calendar days of employment or engagement.. Such training will be made available to each Covered Individual annually.. Each Covered Individual attending training shall certify, in writing, attendance at compliance training. CONTRACTOR shall retain the certifications. Upon written request by ADMINISTRATOR, CONTRACTOR shall provide copies of the certifications. of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

17 0 0 0 F. Subject to the provisions of Subparagraph XVII.B., the parties hereby agree that CONTRACTOR shall attempt to meet State regulations when they exceed Federal requirements, and when COUNTY notifies CONTRACTOR in writing of such requirements. CONTRACTOR shall notify COUNTY in writing within thirty (0) days of notice from COUNTY of CONTRACTOR S determination if they are able to meet the identified State Regulations. Should CONTRACTOR be unable to meet said State regulations, either Party may terminate this Agreement as outlined in Paragraph XXX. of this Agreement. VI. CONFIDENTIALITY A. All records and information concerning any and all matters referred to CONTRACTOR by COUNTY shall be considered as Confidential Information and kept confidential by CONTRACTOR and CONTRACTOR s officers, employees, agents, subcontractors, and sub-tiers. Confidential Information obtained by either party in the performance of this Agreement shall be treated as strictly confidential and shall not be used by the other for any purpose other than the performance of this Agreement. B. Except as expressly permitted by this Agreement, CONTRACTOR and COUNTY will not, nor will they permit their respective employees, agents, attorneys or independent contractors to, disclose other than as provided in this Agreement, use, copy, distribute, sell, license, publish, reproduce or otherwise make available Confidential Information of the other party. CONTRACTOR and COUNTY will each:. Secure and protect the other party s Confidential Information by using the same or greater level of care than it uses to protect its own confidential and proprietary information of like kind, but in no event, less than a reasonable degree of care, and. Advise each of their respective employees, agents, attorneys and independent contractors who have access to such Confidential Information of the terms of this Paragraph VI. C. Notwithstanding the foregoing, either party may disclose the other party s Confidential Information to the extent required by applicable law or regulation or by order of a court or other governmental entity, in which case such party will so notify the other party as soon as practicable and in any event at least thirty (0) days prior to such party making such required disclosure. D. Upon execution of this Agreement and subject to the terms and conditions set forth in Exhibit C, CONTRACTOR agrees to grant to COUNTY licensed access to the restricted portions of Cerner.com. Cerner.com contains certain copyrighted and proprietary and confidential information. COUNTY hereby agrees to take responsibility for any breach of these terms and conditions by COUNTY or COUNTY s employees, officers, agents, attorneys or representatives. E. Both parties do hereby agree that CONTRACTOR s client list is considered proprietary, and as such CONTRACTOR shall only be obligated to supply to COUNTY, upon request, such information to which CONTRACTOR has received permission from the client to do so. VII. CONFLICT OF INTEREST of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

18 0 0 0 A. The Orange County Board of Supervisors policy prohibits its public employees from engaging in activities involving conflict of interest. CONTRACTOR shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interest of COUNTY. This obligation shall apply to CONTRACTOR, CONTRACTOR s officers, employees and agents, relatives, sub-tier contractors, and third parties associated with accomplishing work and services hereunder as outlined in the California Political Reform Act of and Government Code 0. B. CONTRACTOR s efforts shall include, but not be limited to, establishing precautions to prevent its officers, employees and agents from making, receiving, providing, or offering gifts, entertainment, payments, loans, or other considerations, which could be deemed to appear to influence individuals to act contrary to the best interest of COUNTY VIII. CONTRACTOR LIMITATION OF LIABILITY A. Except as provided in Subparagraph XIV.H. (in cases where COUNTY is liable to a third party for such third party s consequential damages), in no case shall CONTRACTOR be liable for any special, incidental or consequential damages based upon breach of warranty, breach of contract, negligence, strict tort, or any other legal theory. Such excluded damages include, but are not limited to, loss of profits, loss of savings or revenue, loss of use of the Equipment, Sublicensed Software, Licensed Software, or the System of which they are part, or any associated equipment, cost of capital, cost of any substitute equipment, facilities or services, downtime, the claims of third parties, and injury to property. B. To the extent that any end-user warranties passed through to COUNTY contains liability limitations with respect to Equipment, Sublicensed Software and Maintenance, such limitations shall state the total maximum liability of CONTRACTOR (and then only to the extent that CONTRACTOR can collect from the supplier for COUNTY s benefit) and each supplier with respect to Equipment, Sublicensed Software and Maintenance. C. Notwithstanding Subparagraph B above and any other provision herein, CONTRACTOR s maximum liability for all claims whatsoever arising under this Agreement shall be five million dollars ($,000,000.00). The limitation stated in the immediately preceding sentence herein however shall not apply to such claims as stated in Subparagraph XIV.A regarding third party intellectual property infringement claims and Subparagraph XIV.H. IX. DELEGATION ASSIGNMENT, AND SUBCONTRACTS A. CONTRACTOR may not delegate or assign the obligations hereunder, either in whole or in part, without prior written consent of COUNTY; provided, however, obligations undertaken by CONTRACTOR pursuant to this Agreement may be carried out by means of subcontracts, provided such subcontracts meet the requirements of this Agreement as they relate to the service or activity under subcontract. of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

19 0 0 0 B. For CONTRACTORS which are for-profit organizations, any change in the business structure, including but not limited to, the sale or transfer of more than fifty percent (0%) of the assets or stocks of CONTRACTOR, change to another corporate structure, including a change to a sole proprietorship, or a change in fifty percent (0%) or more of CONTRACTOR s directors at one time shall be deemed an assignment pursuant to this Paragraph. Any attempted assignment or delegation in derogation of this Paragraph shall be void. C. COUNTY may assign this Agreement to any successor governmental agency or authority upon written notice to CONTRACTOR, but no such assignment shall be construed to expand the permitted scope of use hereunder. D. In the event CONTRACTOR is allowed to subcontract, COUNTY shall look to CONTRACTOR for results of its subcontractors. CONTRACTOR agrees to be responsible for all the subcontractor s acts and omissions to the same extent as if the subcontractors were employees of CONTRACTOR. E. No subcontract shall terminate or alter the responsibilities of CONTRACTOR to COUNTY pursuant to this Agreement and the terms of this Agreement shall prevail over those of all such subcontracts or assignments. F. Nothing contained in this Paragraph shall be construed to prohibit CONTRACTOR from acquiring Equipment or Sublicensed Software (or services related thereto) from the Equipment s and Sublicensed Software s manufacturers or third party providers or to require CONTRACTOR to obtain approval for such acquisitions. X. EMPLOYEE ELIGIBILITY VERIFICATION CONTRACTOR warrants that it shall make its best effort to fully comply with all federal and state statutes and regulations regarding the employment of aliens and others and to ensure that employees performing work under this Agreement meet the citizenship or alien status requirement set forth in federal statutes and regulations. CONTRACTOR shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by federal or state statutes and regulations including, but not limited to, the Immigration Reform and Control Act of, U.S.C. et seq., as they currently exist and as they may be hereafter amended. CONTRACTOR shall retain all such documentation for all covered employees, for the period prescribed by the law. XI. FACILITIES, PAYMENTS AND SERVICES A. CONTRACTOR agrees to provide the activities and reports in accordance with Exhibit A to this Agreement. CONTRACTOR shall operate continuously throughout the term of this Agreement. B. Compensation shall be in the amount and paid pursuant to the terms of Paragraph V. of Exhibit A attached hereto. C. CONTRACTOR agrees to accept the specified compensation as full remuneration for the of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

20 0 0 0 licensing of all Licensed Software and the performing all services and furnishing all staffing and materials and other expenses called for as set forth under this Agreement; and for any reasonably foreseeable difficulties, which may arise or be encountered in the execution of the services until fulfillment of this Agreement; and for performance by CONTRACTOR of all its duties and obligations hereunder. D. Payment shall be made to CONTRACTOR within thirty (0) calendar days upon the receipt by the COUNTY s Auditor Controller of an approved invoice. COUNTY agrees to process all requests for payment by CONTRACTOR within five () business days. XII. FREIGHT ON BOARD PRICES Equipment is priced Freight on Board (F.O.B.) the manufacturer's plant. CONTRACTOR will arrange, pre-pay, and invoice COUNTY for insurance and shipping with respect to delivery of the Equipment. CONTRACTOR will provide documentation substantiating such actual insurance and shipping costs with the invoice. If COUNTY has agreed in writing to a shipment date, COUNTY agrees to pay all cancellation, re-stocking, storage and additional transportation fees incurred as a result of failure to accept delivery of the Equipment or Sublicensed Software, except if such failure to accept delivery is a result of the COUNTY examining the Equipment or Sublicensed Software in a timely manner and determining that it is not as contracted for in which case CONTRACTOR agrees to pay such fees. XIII. HEADINGS NOT CONTROLLING Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement. XIV. INDEMNIFICATION AND INSURANCE A. CONTRACTOR agrees to indemnify, defend and hold COUNTY and its officers, directors, employees, and agents ( COUNTY INDEMNITEES ) harmless from any claims, liabilities obligations, judgments, causes of actions, costs and expenses (including reasonable attorneys fees) which are asserted against the County arising out of the use of the System by County or arising out of or resulting from Contractor s performance under this Agreement, where such injury or claim is caused by the negligence of Contractor, its officers, employees or agents; provided however that the foregoing indemnity shall not apply if County has not used the System in accordance with the Documentation and applicable standards of good clinical practice. CONTRACTOR S obligation under the intellectual property indemnification set forth in Subparagraph XIV.H herein shall apply to all third party intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and expenses (include reasonable attorneys fees) described in that Subparagraph XIV.H which are asserted against the County arising out of the use of the System by County regardless of CONTRACTOR S, or its officers, employees or 0 of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

21 0 0 0 agents, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a court of competent jurisdiction because of the concurrent active negligence of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment. B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable attorney s fees) which are asserted against Contractor arising out of the use of the System by County or resulting from County s performance under this Agreement where such injury or claim is caused by the negligence of County, its officers, employees or agents; provided however, that the foregoing indemnity shall not apply if County has used the System in accordance with the Documentation and applicable standards of good clinical practice. If judgment is entered against COUNTY and CONTRACTOR by a court of competent jurisdiction because of the concurrent active negligence of CONTRACTOR, COUNTY and CONTRACTOR agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment. C. Each party agrees to provide the indemnifying party with written notification of any claim related to services provided by either party pursuant to this Agreement within thirty (0) calendar days of notice thereof, and in the event the indemnifying party is subsequently named party to the litigation, each party shall cooperate with the indemnifying party in its defense. D. Without limiting CONTRACTOR s indemnification, CONTRACTOR warrants that it is shall maintain in force at all times during the term of this Agreement, the policy or policies of insurance covering its operations placed with reputable insurance companies in amounts as specified on Page of this Agreement. E. COUNTY warrants that it is self-insured or maintains policies of insurance placed with reputable insurance companies licensed to do business in the State of California which insures the perils of bodily injury, medical, professional liability, and property damage. Upon request by CONTRACTOR, COUNTY shall provide evidence of such insurance. F. All insurance policies except Workers' Compensation and Employer's Liability, shall contain the following clauses:. "The County of Orange is included as an additional insured with respect to the operations of the named insured performed under contract with the County of Orange.". "It is agreed that any insurance maintained by the County of Orange shall apply in excess of, and not contribute with, insurance provided by this policy.". "This insurance shall not be canceled, limited or non renewed until after thirty (0) calendar days written notice has been given to Orange County HCA/Contract Development and Management, 0 West th Street, Suite 00, Santa Ana, CA 0-." G. Certificates of Insurance and endorsements evidencing the above coverages and clauses shall be mailed to COUNTY as referenced in the Referenced Contract Provisions of this Agreement within thirty of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

22 0 0 0 (0) calendar days of approval of this Agreement by the Orange County Board of Supervisors, and at any other time during the period of this Agreement as requested by ADMINISTRATOR. H. CONTRACTOR warrants that it has authority to grant COUNTY licenses to use the Licensed Software described in this Agreement and that the Licensed Software does not infringe upon or violate any United States patent, copyright, trade secret, trademark or any other proprietary right of any third party.. In the event of any claim by any third party against the COUNTY with respect to the breach of the foregoing, COUNTY shall within five () business days notify CONTRACTOR in writing, and, upon receiving COUNTY s approval as described below, CONTRACTOR agrees to indemnify, save harmless and defend the COUNTY at the expense of CONTRACTOR from and against any and all suits, judgments, costs, damages, losses, claims, demands, actions, causes of actions, proceedings, expenses or liabilities of any nature which were asserted or brought against or incurred by the COUNTY arising from or out of such claim, whether or not such claim is successful. Upon approval by the COUNTY, which approval will not be unreasonably withheld or delayed, CONTRACTOR may conduct the defense of any such action and all negotiations for its settlement or compromise; provided, however, that any settlement or compromise shall provide for a full release of COUNTY.. If an injunction is obtained against COUNTY s use of any item of Licensed Software by reason of an infringement described above, or if in CONTRACTOR s reasonable opinion any item of Licensed Software is likely to become the subject of a claim of such infringement, CONTRACTOR will at its option and at its own expense procure the right for COUNTY to continue using the item of Licensed Software which is the subject of the infringement claim, replace or modify such item so that it becomes non-infringing while retaining the full functionality in all material respects or grant COUNTY a refund of all fees paid by the COUNTY for the Licensed Software (depreciated over a five-year, straight line basis) in exchange for termination of any related license and the return of such item of Licensed Software.. CONTRACTOR shall not have any obligation to COUNTY under any provision of this Paragraph if the infringement claim is based upon the use of any item of Licensed Software in combination with any software program or equipment, or any part thereof, not furnished or recommended in writing by CONTRACTOR, or the use of Licensed Software in a manner or environment to which it is not operating in as of the Effective Date.. COUNTY S rights under this Paragraph constitute its sole and exclusive remedy and CONTRACTOR s sole and exclusive obligations with respect to any infringement of any proprietary rights of any third party claimed by virtue of any use by the COUNTY of the Licensed Software. XV. INFORMATION MANAGEMENT TOOLS A. COUNTY acknowledges and agrees that CONTRACTOR has not represented that the System has the ability to diagnose disease, prescribe treatment or perform other tasks that constitute the practice of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

23 0 0 0 of medicine or of other professional disciplines. COUNTY acknowledges that CONTRACTOR;. Has no control of or responsibility for COUNTY s use of the Content, and. Has no liability to any person or institution for any change made to data or information added to Content by COUNTY or any party other than CONTRACTOR. B. In addition, all Content has been developed and reviewed by CONTRACTOR based upon published data and the experiences of qualified professionals whenever possible; however, it is COUNTY S responsibility to validate all Content against its standard operating procedures, and all federal, state and local regulations. CONTRACTOR will not be responsible for any errors, misstatements, inaccuracies, or omissions in the Content delivered to COUNTY, although every effort has been made to ensure its quality and accuracy. To the extent CONTRACTOR discovers a material error, misstatement, inaccuracy, or omission in its Content, CONTRACTOR will notify COUNTY through CONTRACTOR s standard notification procedures. XVI. INSPECTIONS AND AUDITS A. ADMINISTRATOR, any authorized representative of COUNTY, any authorized representative of the State of California, the Secretary of the United States Department of Health and Human Services, the Comptroller General of the United States, or any other of their authorized representatives, shall have access to any books, documents, and records of CONTRACTOR that are directly pertinent to this Agreement, as necessary to audit and verify CONTRACTOR s charges to COUNTY hereunder. Such persons may at all reasonable times inspect the records. B. CONTRACTOR shall actively participate and cooperate with any person specified in subparagraph A. above in any evaluation provided pursuant to this Agreement, and shall provide the above mentioned persons adequate office space to conduct such evaluation. C. AUDIT RESPONSE: If the audit reveals that money is payable from one party to the other, that is, reimbursement by CONTRACTOR to COUNTY, or payment of sums due from COUNTY to CONTRACTOR, said funds shall be due and payable from one party to the other within sixty (0) calendar days of receipt of the audit results. If reimbursement is due from CONTRACTOR to COUNTY, and such reimbursement is not received within said sixty (0) calendar days, COUNTY may, in addition to any other remedies provided by law, reduce any amount owed CONTRACTOR by an amount not to exceed the reimbursement due COUNTY. XVII. LICENSES AND LAWS A. CONTRACTOR, its officers, agents, employees, and subcontractors shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, certificates, waivers and of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

24 0 0 0 exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States State of California, COUNTY, and any other applicable governmental agencies. CONTRACTOR shall notify ADMINISTRATOR within five () business days and in writing of its inability to obtain or maintain, irrespective of the pendency of any appeal, such permits, licenses, approvals, certificates, waivers and exemptions. Said inability shall be cause for termination of this Agreement. B. CONTRACTOR shall comply with all laws, rules or regulations applicable to the services provided hereunder as any may now exist or be hereafter changed. The cost of compliance with any such laws, rules or regulations will be made free of charge to COUNTY, if made available generally and at no charge to CONTRACTOR s customer base. For federal requirements not made generally available at no charge, the cost of compliance will be prorated among CONTRACTOR s customer base in the United States. If any new requirements apply to COUNTY s state only, the cost of compliance will be prorated among CONTRACTOR s customers in that state for the applicable services. If such requirements apply only to COUNTY s county or municipality, the cost of compliance will be charged to COUNTY, provided however that COUNTY shall provide its approval of any required changes prior to CONTRACTOR s making such changes and incurring any associated fees. With respect to the cost of compliance as described in this Paragraph, the cost will be assessed to COUNTY in the form of a one-time fee. For updates to meet federal and state requirements where CONTRACTOR assesses COUNTY fees, CONTRACTOR will provide COUNTY with notice of such fee and documentation citing the applicable laws, rules and/or regulations and requiring such change. C. ENFORCEMENT OF CHILD SUPPORT OBLIGATIONS:. CONTRACTOR agrees to furnish to ADMINISTRATOR within thirty (0) calendar days of the award of this Agreement: a. In the case of an individual contractor, his/her name, date of birth, social security number, and residence address; b. In the case of a contractor doing business in a form other than as an individual, the name, date of birth, social security number, and residence address of each individual who owns an interest of ten percent (0%) or more in the contracting entity; c. A certification that CONTRACTOR has fully complied with all applicable federal and state reporting requirements regarding its employees; d. A certification that CONTRACTOR has fully complied with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment, and will continue to so comply.. Failure of CONTRACTOR to timely submit the data and/or certifications required by subparagraphs.a.,.b.,.c., or.d. above, or to comply with all federal and state employee reporting requirements for child support enforcement, or to comply with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment, shall constitute a material breach of this Agreement; and failure to cure such breach within sixty (0) calendar days of notice from COUNTY shall constitute of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

25 0 0 0 grounds for termination of this Agreement.. It is expressly understood that this data will be transmitted to governmental agencies charged with the establishment and enforcement of child support orders, or as permitted by federal and/or state statute. XVIII. LITERATURE AND ADVERTISEMENTS A. Any written information or literature, including educational or promotional materials, distributed by CONTRACTOR or COUNTY to any person or organization for purposes directly or indirectly related to this Agreement must be approved in advance and in writing by the other party before distribution. For the purposes of this Agreement, distribution of written materials shall include, but not be limited to, pamphlets, brochures, flyers, newspaper or magazine ads, and electronic media such as the Internet. B. Any advertisement through radio, television broadcast, or the Internet, for educational or promotional purposes, made by CONTRACTOR for purposes directly or indirectly related to this Agreement must be approved in advance and in writing by ADMINISTRATOR. C. Nothing contained herein shall be construed to prohibit CONTRACTOR from showing the COUNTY as a client on CONTRACTOR s client list or from reporting the transaction pursuant to requirements of appropriate government agencies (e.g., the SEC). XIX. MAXIMUM OBLIGATION The Maximum Obligation of COUNTY for services provided in accordance with this Agreement is as specified in the Referenced Contract Provisions of this Agreement. XX. NO HIRE CONTRACTOR and COUNTY agree that, without the prior consent of the other party, neither will offer employment to or discuss employment with any of the other parties associates or employees until one year after this Agreement is terminated, provided the foregoing provision will not prohibit a general non-targeted solicitation of employment in the ordinary course of business or prevent either party from employing any employee who contacts such party at his or her own initiative without any direct or indirect solicitation by or encouragement from such party. XXI. NONDISCRIMINATION A. EMPLOYMENT. CONTRACTOR shall ensure that applicants are employed, and that employees are treated during employment, without regard to their ethnic group identification, race, religion, ancestry, color, creed, sex, marital status, national origin, age (0 and over), sexual preference, medical condition, or physical or mental disability. Such action shall include, but not be limited to, the following: employment, of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

26 0 0 0 upgrade, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for training, including apprenticeship. There shall be posted in conspicuous places, available to employees and applicants for employment, notices from CONTRACTOR and/or the United States Equal Employment Opportunity Commission setting forth the provisions of Equal Opportunity clause.. All solicitations or advertisements for employees placed by or on behalf of CONTRACTOR shall state that all qualified applicants will receive consideration for employment without regard to their ethnic group identification, race, religion, ancestry, color, creed, sex, marital status, national origin, age (0 and over), sexual preference, medical condition, or physical or mental disability. Such requirement shall be deemed fulfilled by use of the phrase an equal opportunity employer.. In the event of non-compliance with this Paragraph or as otherwise provided by federal and state law, this Agreement may be terminated or suspended in whole or in part and subcontractors may be declared ineligible for further contracts involving federal or state funds. B. SERVICES, BENEFITS, AND FACILITIES - CONTRACTOR shall not discriminate in the provision of services, the allocation of benefits, or in the accommodation in facilities on the basis of ethnic group identification, race, religion, ancestry, color, creed, sex, marital status, national origin, age (0 and over), sexual preference, medical condition, or physical or mental disability in accordance with Title IX of the Education Amendments of ; Title VI of the Civil Rights Act of ( U.S.C.A. 000d); the Age Discrimination Act of ( U.S.C.A. 0); and Title, Division, Chapter, Article ( 000, et seq.) of the California Code of Regulations, and all other pertinent rules and regulations promulgated pursuant thereto, and as otherwise provided by state law and regulations, as all may now exist or be hereafter amended or changed. C. PERSONS WITH DISABILITIES - CONTRACTOR agrees to comply with the provisions of Section 0 of the Rehabilitation Act of, as amended, pertaining to the prohibition of discrimination against qualified persons with disabilities in all programs or activities, as implemented in Title, Code of Federal Regulations, Section. et seq., as they exist now or may be hereafter amended together with succeeding legislation. D. RETALIATION - Neither CONTRACTOR, nor its employees or agents, shall intimidate, coerce, or take adverse action against any person for the purpose of interfering with rights secured by federal or state laws, or because such person has filed a complaint, certified, assisted or otherwise participated in an investigation, proceeding, hearing or any other activity undertaken to enforce rights secured by federal or state law. XXII. NOTICES A. Unless otherwise specified, all notices, claims, correspondence, reports and/or statements of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

27 0 0 0 authorized or required by this Agreement shall be effective:. When written and deposited in the United States mail, first class postage prepaid and addressed as specified on Page of this Agreement or as otherwise directed by ADMINISTRATOR;. When faxed, transmission confirmed;. When sent by electronic mail; or. When accepted by U.S. Postal Service Express Mail, Federal Express, United Parcel Service, or other expedited delivery service. B. Termination Notices shall be addressed as specified on Page of this Agreement or as otherwise directed by ADMINISTRATOR and shall be effective when faxed, transmission confirmed, or when accepted by U.S. Postal Service Express Mail, Federal Express, United Parcel Service, or other expedited delivery service. C. Either party, including subcontractors, shall notify the other party, in writing, upon becoming aware of any occurrence of a serious nature which may expose either party or any of such other parties to liability. Such occurrences shall include, but not be limited to, accidents, injuries, or acts of negligence, or loss or damage to any COUNTY property in possession of CONTRACTOR or any subcontractors. D. Any and all notices, requests, demands, and other communications contemplated, called for, permitted, or required to be given hereunder shall be in writing, except through the course of the parties routine exchange of information and cooperation during the term of the work and services. XXIII. PERFORMANCE BOND A. CONTRACTOR shall furnish to COUNTY within ten (0) days prior to the Effective Date of this Agreement, a performance bond in an amount of at least Five Million Dollars ($,000,000) during the period of three years from the Effective Date of this Agreement. Such performance bond shall be in form and substance satisfactory to COUNTY s Risk Manager. Such bond shall be maintained by CONTRACTOR in full force and effect for a period of three years. Any modification, extension, or termination of this Agreement shall in no way release CONTRACTOR or any of its sureties from any of their obligations under such performance bond. B. The bond shall be made payable to COUNTY and shall be issued by a corporate surety licensed to do business in the State of California and reasonably satisfactory to COUNTY. C. The performance bond shall secure CONTRACTOR s performance, including, without limitation, performing CONTRACTOR s services in accordance with Exhibit B (Scope of Work) and providing deliverables, and shall secure any damages, costs or expenses, resulting from termination under Subparagraph XXX.A.. D. In the event of termination under Subparagraph XXX.A. of this Agreement, the performance bond shall become payable to COUNTY for any outstanding damage assessments awarded by a court or of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

28 0 0 0 an arbitrator. E. At its sole option, COUNTY may accept certificates of deposit, cash deposits. United States government securities, or irrevocable letters of credit in lieu of commercial bonds to meet this provision. Such alternate forms of surety shall be made payable to COUNTY and shall be deposited with the COUNTY as instructed by COUNTY s Project Director in writing. COUNTY shall have no responsibility to CONTRACTOR to pay any such deposit, and any loss by reason of the failure of any institution issuing such collateral shall be solely the responsibility of CONTRACTOR. F. Prior to acceptance of CONTRACTOR s performance bond, CONTRACTOR shall submit to COUNTY the form of the proposed performance bond or alternative security for approval by COUNTY (through its Project Director or otherwise), as applicable and determined by COUNTY. XXIV. PROTECTIVE EQUIPMENT COUNTY shall supply to CONTRACTOR representatives who work at or visit the COUNTY site the same protective equipment and clothing that COUNTY employees use and wear when operating in the same or comparable environments owned or controlled by the COUNTY. XXV. PURCHASE ORDERS If COUNTY submits its own form of purchase order to request Licensed Software, Sublicensed Software, Equipment and/or professional services, any and all terms and conditions which may appear on such purchase order are of no force or effect and shall be superseded by the terms and conditions of this Agreement. XXVI. RECORDS MANAGEMENT AND MAINTENANCE A. CONTRACTOR, its officers, agents, employees and subcontractors shall, throughout the term of this Agreement, prepare, maintain and manage records appropriate to the services provided and in accordance with this Agreement and all applicable requirements. B. CONTRACTOR shall ensure appropriate financial records related to cost reporting, expenditure, revenue, billings, etc., are prepared and maintained accurately and appropriately. C. CONTRACTOR shall ensure compliance with California requirements applicable to CONTRACTOR pertaining to the privacy and security of personally identifiable information (hereinafter PII ). CONTRACTOR shall, ten (0) business days of discovery of a breach of privacy and/or security of PII by CONTRACTOR, notify ADMINISTRATOR of such breach by telephone, or facsimile. D. CONTRACTOR may be required to pay any costs associated with the notification of a Breach of privacy and/or security of PII to the extent such Breach is due to CONTRACTOR s sole fault. E. CONTRACTOR shall retain all financial records for a minimum of four () years from the of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

29 0 0 0 commencement of the contract, unless a longer period is required due to legal proceedings such as litigations and/or settlement of claims. F. CONTRACTOR shall make records available upon request pertaining to the costs of services, participant fees, charges, billings, and revenues available at one () location within the limits of the County of Orange. G. If CONTRACTOR is unable to meet the record location criteria above, ADMINISTRATOR may provide written approval to CONTRACTOR to maintain records in a single location, identified by CONTRACTOR. H. CONTRACTOR may be required to retain all records involving litigation proceedings and settlement of claims respecting this Agreement for a longer term which will be agreed to by the parties. XXVII. SEVERABILITY If a court of competent jurisdiction declares any provision of this Agreement or application thereof to any person or circumstances to be invalid or if any provision of this Agreement contravenes any federal, state or county statute, ordinance, or regulation, the remaining provisions of this Agreement or the application thereof shall remain valid, and the remaining provisions of this Agreement shall remain in full force and effect, and to that extent the provisions of this Agreement are severable. XXVIII. STATUS OF CONTRACTOR CONTRACTOR is, and shall at all times be deemed to be, an independent contractor and shall be wholly responsible for the manner in which it performs the services required of it by the terms of this Agreement. CONTRACTOR is entirely responsible for compensating staff, subcontractors, and consultants employed by CONTRACTOR. This Agreement shall not be construed as creating the relationship of employer and employee, or principal and agent, between COUNTY and CONTRACTOR or any of CONTRACTOR s employees, agents, consultants, or subcontractors. CONTRACTOR assumes exclusively the responsibility for the acts of its employees, agents, consultants, or subcontractors as they relate to the services to be provided during the course and scope of their employment. CONTRACTOR, its agents, employees, consultants, or subcontractors, shall not be entitled to any rights or privileges of COUNTY employees and shall not be considered in any manner to be COUNTY employees. XXIX. TERM The term of this Agreement shall commence and terminate as specified in the Referenced Contract Provisions of this Agreement, unless otherwise sooner terminated as provided in this Agreement; provided, however, each party shall be obligated to perform such duties as would normally extend beyond this term, including but not limited to, obligations with respect to confidentiality, indemnification, audits, of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

30 0 0 0 reporting and accounting. XXX. TERMINATION A. TERMINATION BY COUNTY. COUNTY shall have the right to terminate this Agreement upon written notice to CONTRACTOR upon the occurrence of any of the following events:. Contingent Funding; a. Any obligation of COUNTY under this Agreement is contingent upon the following: ) The continued availability of federal, state and county funds for reimbursement of COUNTY s expenditures, and ) Inclusion of sufficient funding for the services hereunder in the applicable budget approved by the Board of Supervisors. b. In the event such funding is subsequently reduced or terminated, COUNTY may terminate or renegotiate this Agreement upon one hundred twenty (0) calendar days written notice given CONTRACTOR. COUNTY agrees to provide CONTRACTOR reasonable notice of any changes in funding and to pay CONTRACTOR for any ongoing work being performed by CONTRACTOR through to a reasonable point of termination. COUNTY agrees to return the portion of any products to CONTRACTOR not paid for in full should funding for this initiative be discontinued.. Breach of Agreement; a. The failure to comply with any of the material articles, conditions, covenants, or provisions of this Agreement shall be a material breach of this Agreement. In such event of a material breach by CONTRACTOR, COUNTY s ADMINISTRATOR: ) Shall afford CONTRACTOR written notice of the breach and ten (0) calendar days time period within which to cure the breach thereafter, unless such breach is related to an error in the Licensed Software, in which case, CONTRACTOR shall have a period of sixty (0) days to cure the breach; and ) May, in its sole discretion and in addition to any other remedies available at law, in equity or otherwise specified in this Agreement, discontinue payment to CONTRACTOR (but CONTRACTOR will continue to perform its other obligations hereunder) for and during the period in which CONTRACTOR is in breach; and ) Offset against any monies billed by CONTRACTOR but yet unpaid by COUNTY those monies disallowed pursuant to the above. b. In the event of a material breach by CONTRACTOR, in addition to the above and other remedies, COUNTY reserves the right to terminate this Agreement in accordance with this Paragraph XXX., all of the foregoing subject to Subparagraph IV.B. hereof. COUNTY may continue to discontinue payments pending a decision of the Arbitrator as provided in Subparagraph IV.D. hereof.. Insolvency; a. CONTRACTOR becomes insolvent or has availed itself of, or has been subjected to by 0 of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

31 0 0 0 any third party, a proceeding in bankruptcy, in which CONTRACTOR is named debtor and same has not been discharged or terminated within sixty (0) days; b. CONTRACTOR liquidates, dissolves or ceases doing business; B. TERMINATION BY CONTRACTOR: CONTRACTOR shall have the right to terminate this Agreement upon written notice to COUNTY upon the occurrence of any of the following events:. Breach of Agreement; The failure to comply with any of the material articles, conditions, covenants, or provisions of this Agreement shall be a material breach of this Agreement. In such event of a material breach by COUNTY, CONTRACTOR: a. Shall afford COUNTY written notice of the breach and a ten (0) calendar days time period within which to cure the breach thereafter; and b. May, in its sole discretion and in addition to any other remedies available at law, in equity or otherwise specified in this Agreement, discontinue services to COUNTY for and during the period in which COUNTY is in breach; and. Insolvency; COUNTY becomes insolvent or has availed itself, or has been subjected to by any third party, a proceeding in bankruptcy, in which COUNTY is named debtor and same has not been discharged or terminated within sixty (0) days.. In the event that this contract is terminated due to an uncured default of the COUNTY s hereunder, CONTRACTOR may declare all contract payments to the end of the COUNTY s then current fiscal year to be due, including any delinquent contract payments from prior budget years. In no event shall CONTRACTOR be entitled to the remedy of acceleration of the total contract payments due over the term of this Agreement. The parties acknowledge and agree that the limitations set forth above are required by Article, section l of the California Constitution. Notwithstanding the foregoing, CONTRACTOR may have other rights or civil remedies to seek relief due to the COUNTY s default under this Agreement. Such rights or remedies may include a right to continue the COUNTY s responsibility to perform under this Agreement and sue for payments as they become due. C. RIGHTS UPON TERMINATION BY COUNTY FOR CAUSE; If this Agreement terminates pursuant to Subparagraph A.() of this Paragraph the following shall apply:. COUNTY shall identify all copies of the Licensed Software furnished hereunder.. Within thirty (0) days after receiving notice from COUNTY that the Licensed Software, and any other products provided by CONTRACTOR that COUNTY has not paid for, are available in a secure location at COUNTY s site for pick-up by CONTRACTOR, CONTRACTOR shall within thirty (0) days refund to COUNTY payments made for the Licensed Software hereunder (depreciated over a five-year of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

32 0 0 0 straight line basis). COUNTY shall then within thirty (0) days release to CONTRACTOR the materials described above. CONTRACTOR shall be responsible for the costs of removal of such items. D. ORDERLY TERMINATION;. After receipt of a written Notice of Termination by COUNTY for lack of appropriation or a Notice of Termination by CONTRACTOR, CONTRACTOR shall submit to COUNTY a termination invoice. Such invoice shall be submitted no later than 0 days from the effective date of termination, unless one or more extensions in writing are granted by COUNTY upon request of CONTRACTOR made in writing within such thirty (0) day period or authorized extension thereof. Upon any such termination, COUNTY agrees to pay CONTRACTOR for all products and services delivered or performed prior to termination, which meet the requirements of this Agreement provided, however, that such compensation shall not exceed the total compensation set forth in this Agreement as the total compensation may be reduced by payments already otherwise made and as further reduced by work not terminated.. Upon such termination or other expiration of this Agreement, each party shall within thirty (0) days return to the other all papers, materials and other properties and Confidential Information of the other held by each for purposes of execution of this Agreement. In addition, each party will assist the other party in orderly termination of this Agreement and the transfer of all assets, tangible and intangible, as may be necessary for the orderly, non-disrupted business continuation of each party. E. REMEDIES NOT EXCLUSIVE: Except as otherwise expressly provided herein, the remedies for breach set forth in this Agreement are cumulative as to one another and as to any others provided by law, rather than exclusive; and, except as otherwise expressly provided herein the expression of certain remedies in this Agreement does not preclude resort by either party to any other remedies provided by law. F. FORCE MAJEURE: Neither party shall be in breach during any delay beyond the time named for the performance of this Agreement caused by an act of God, war, civil disturbance, labor dispute, or other similar cause beyond its reasonable control, provided such party gives the other party written notice of the cause of the delay within ten calendar days of the start of the delay. Notice shall be given in accordance with Paragraph XXII. of this Agreement. XXXI. WAIVER OF DEFAULT OR BREACH Waiver of any default shall not be considered a waiver of any subsequent default. Waiver of any breach of any provision of this Agreement shall not be considered a waiver of any subsequent breach. Waiver of any default or any breach shall not be considered a modification of the terms of this Agreement. XXXII. WARRANTIES A. EQUIPMENT, SOFTWARE AND SYSTEM. Pass-Through Provisions: Contactor shall assign and pass through to COUNTY any of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

33 0 0 0 Equipment and / or Sublicensed Software end-user warranties set forth by the supplier of such Equipment and / or Sublicensed Software. CONTRACTOR shall interface directly with said supplier of any Equipment and / or Sublicensed Software in the event of any breach of any such warranty as COUNTY may notify CONTRACTOR.. CONTRACTOR s Warranty: CONTRACTOR warrants that, beginning upon the date of First Productive Use and extending during such period as COUNTY is on Support, the Licensed Software will, perform in all material respects, the functions to which both parties have mutually agreed to when operated in accordance with the Documentation and in the environment for which CONTRACTOR designed the Licensed Software to operate. In the event of a breach of this warranty, CONTRACTOR will repair or replace the failing item of Licensed Software so that it does perform in accordance with such warranty. If, however, after repeated efforts (not to exceed three months from the date CONTRACTOR receives written notice from COUNTY concerning the warranty breach), CONTRACTOR is unable to repair or replace the failing item of Licensed Software so that it performs in accordance with such warranty and the failing item of Licensed Software is material to the operation of the entire System, COUNTY may, at CONTRACTOR's expense, return the failing item of Licensed Software and receive a refund of all license fees paid for the item of Licensed Software (calculated on a five year straight line depreciated basis) as well as the System Support fees paid for the item of Licensed Software since the failure was first reported to CONTRACTOR. COUNTY's rights under this Paragraph constitute its sole and exclusive remedy and CONTRACTOR's sole and exclusive obligations with respect to any breach of this warranty.. CONTRACTOR Disclaimer of All Other Warranties; The CONTRACTOR warranties contained in this Agreement and the Exhibits hereto extend to and are for the benefit of COUNTY and its permitted successors and assigns only. CONTRACTOR makes no representations or warranties concerning either the Equipment, the Sublicensed Software (or other programs supplied to COUNTY by CONTRACTOR and which are directly licensed to COUNTY by a third party, or which are supplied by a third party to COUNTY), the Licensed Software, the System, subscription services, Maintenance or Support, nor does CONTRACTOR undertake any further obligations whatsoever. The foregoing warranties are in lieu of, and CONTRACTOR hereby expressly disclaims, all other warranties, both express and implied, including but not limited to the implied warranties of merchantability and of fitness for a particular purpose and non-infringement with respect to any and all products or services (or portions thereof provided hereunder. B. Each party represents and warrants that the person executing this Agreement on behalf of and for such party is an authorized agent who has actual authority to bind such party to each and every term, condition and obligation of this Agreement and that all requirements of such party have been fulfilled to provide such actual authority. XXXIII. WORK PRODUCT of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

34 0 0 0 Title to all Work Product is and will remain the sole and exclusive property of CONTRACTOR. CONTRACTOR may use such Work Product for internal purposes as well as for other clients, so long as CONTRACTOR does not use any Confidential Information belonging to COUNTY. CONTRACTOR hereby grants to COUNTY a non-exclusive, non-transferable license to use the Work Product supplied to COUNTY by CONTRACTOR for COUNTY s own internal purposes and for no other purpose whatsoever. of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

35 0 0 0 IN WITNESS WHEREOF, the parties have executed this Agreement, in the County of Orange, State of California. This Agreement may be executed in counterparts, each one of which shall be deemed an original, and all of which together shall constitute one and the same instrument. CERNER CORPORATION BY: TITLE: BY: TITLE: COUNTY OF ORANGE BY: HEALTH CARE AGENCY APPROVED AS TO FORM OFFICE OF THE COUNTY COUNSEL ORANGE COUNTY, CALIFORNIA BY: DEPUTY DATED: DATED: DATED: DATED: If the contracting party is a corporation, two () signatures are required: one () signature by the Chairman of the Board, the President or any Vice President; and one () signature by the Secretary, any Assistant Secretary, the Chief Financial Officer or any Assistant Treasurer. If the contract is signed by one () authorized individual only, a copy of the corporate resolution or of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

36 0 0 0 by-laws whereby the board of directors has empowered said authorized individual to act on its behalf by his or her signature alone is required by Administrator. of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

37 0 0 0 EXHIBIT A TO AGREEMENT FOR PROVISION OF BEHAVIORAL HEALTH ELECTRONIC HEALTH RECORD SYSTEM SERVICES BETWEEN COUNTY OF ORANGE AND CERNER CORPORATION SEPTEMBER, 0 THROUGH JUNE 0, 00 I. DEFINITIONS For purposes of this Agreement, the following specific definitions shall apply: A. Agreement shall mean this Agreement, the signature page, any amendments, Exhibits and Attachments. B. Attachment shall mean any document so designated and affixed to and made part of this Agreement or any Exhibit to this Agreement. C. CONTRACTOR shall mean Cerner Corporation, a Delaware corporation, and its permitted successors and assigns. D. Confidential Information shall mean all technical, business, financial and other information that is disclosed by either party to the other, whether orally or in writing, all individually-identifiable patient information, information relating to the status of installation or Implementation of the System, any disputes or disagreements between the parties, and all the terms and conditions of this Agreement, all CONTRACTOR pricing information, the System, Work Product and all non-publicly available information related to CONTRACTOR products, services and/or methodologies. "Confidential Information" will not include any information:. That is publicly available through no breach of this Agreement by COUNTY or CONTRACTOR,. That is independently developed or was previously known by COUNTY or CONTRACTOR,. That is rightfully acquired by COUNTY or CONTRACTOR from a third party who is not in breach of an agreement to keep such information confidential, or. That is subject to disclosure pursuant to Paragraph IV. of this Exhibit A. E. Content means the methodologies, knowledge-based healthcare assessments and clinical pathways, medical vocabularies, rules, alerts and insights provided by Cerner under this Agreement. F. COUNTY shall mean the County of Orange, a political subdivision of the State of California. G. Data means all (a) data that is collected, stored, or generated through the use of the Licensed Software and (b) CONTRACTOR-requested data that is not collected, stored, nor generated through the use of any Licensed Software, in each case requested by CONTRACTOR and subsequently transmitted of EXHIBIT A X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

38 0 0 0 to, or retrieved by CONTRACTOR for storage. H. Designated Facility shall mean the COUNTY location that will house the host data center and the host Licensed Software identified in Exhibit F of the Agreement. I. Documentation shall mean the printed and on-line materials that assist COUNTY in using the System. CONTRACTOR and its suppliers reserve the right to modify Documentation to reflect changes in Sublicensed Software and Licensed Software during the life of the Agreement, none of which shall adversely affect the operation or specifications for the System. J. Effective Date shall mean the date on which this Agreement becomes effective and is set forth on the Signature Page. K. Equipment Operating System Sublicensed Software shall mean the operating system software. L. Escrow Agreement shall mean the escrow agreement set forth as Exhibit D. M. First Productive Use shall mean with respect to a module of Licensed Software or the entire System, COUNTY s first use of such module or the System, as the case may be, to send patient, health plan or materials information for clinical, financial or operational use, excluding beta, testing or other non-operational use. N. Full Time Equivalents (FTE) shall mean the sum of all categories of full time personnel working for the County of Orange, Health Care Agency. Full Time Equivalents are calculated on the basis that two part-time persons equal one full-time person. O. Implementation shall mean the process by which the Licensed Software and System are optimized for use in COUNTY s clinical, financial and administrative environment. P. Licensed Software shall mean the machine readable forms of specific computer software programs developed by CONTRACTOR and all items of Documentation supplied by CONTRACTOR with respect to the computer software program portion of the Licensed Software. It also includes any New Releases to which COUNTY is entitled under this Agreement, as well as any Content and Computer- Based Training (CBT) computer software developed by CONTRACTOR. Except as provided in Escrow Agreement, "Licensed Software" shall not include source code of any kind, nor shall it include Sublicensed Software or any program licensed to COUNTY by any third party. Q. Limited Term Employee shall mean employees of HCA that are not classified as FTEs and are hired for a specific time period and project and who are paid with grant money received by COUNTY specific to the project. R. Material Error shall mean either an error that adversely affects operation of the entire System or that creates a serious loss of functionality important in the daily operation of a single module (e.g., Blood Bank) and for which a work around is not available. S. New Release shall mean the distinctly identified (e.g. Release HNAM.000.XX for CONTRACTOR products), comprehensive collection and packaging of an upgrade or modification to the Licensed Software and supporting Documentation components at a distinct point in time within a product's life cycle that CONTRACTOR makes generally commercially available. of EXHIBIT A X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

39 0 0 0 T. Permitted Facility shall mean an entity identified as such in Exhibit F. U. Permitted User or User shall mean authorized employees of COUNTY and its authorized third party contractors and providers which have access to the System and who will have a unique password and sign-on ID. V. Product Descriptions shall mean the Software Product Descriptions (SPD s) for the System. W. Scope of Use shall mean the limitations on COUNTY s use of the System. X. Sublicensed Software shall mean all Equipment Operating System Sublicensed Software and Third Party Application Sublicensed Software and/or third party content. Z. System shall mean the Equipment, Sublicensed Software and Licensed Software which collectively constitute a discrete integrated health information system that has the functionality and conforms to the needs of the COUNTY. AA. Third Party Application Sublicensed Software shall mean any application software and databases not proprietary to CONTRACTOR. BB. Work Product shall mean any customized or custom computer software programs, Documentation, techniques, methodologies, inventions, analysis, frameworks, software, or procedures developed, conceived or introduced by CONTRACTOR in the course of or as the result of CONTRACTOR performing professional services, installation services, Implementation services, issue resolution or other Support services, whether acting alone or in conjunction with COUNTY or its employees, affiliates or others. II. PATENT / COPYRIGHT MATERIALS Unless otherwise expressly provided in this Agreement, CONTRACTOR shall be solely responsible for clearing or securing the right to use any patented or copyrighted materials included in the Licensed Software supplied by or through CONTRACTOR in the performance of this Agreement. III. TITLE OF DATA All materials, documents, Data, source code for data structures, or information obtained from COUNTY data files or any COUNTY medium furnished to CONTRACTOR in the performance of this Agreement will at all times remain the property of COUNTY. Such Data or information may not be used or copied for direct or indirect use by CONTRACTOR after completion or termination of this Agreement. All materials, documents, Data, or information, including copies, must be returned to COUNTY at the end of this Agreement. IV. CALIFORNIA PUBLIC RECORDS ACT A. Agreements and their derivative materials may be subject to public disclosure pursuant to the of EXHIBIT A X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

40 0 0 0 California Public Records Act. Specifically, since agreements and their contents become the exclusive property of COUNTY, they may be considered a matter of public record and may be regarded as public records. Certain exceptions may be those elements of each agreement, which are denoted trade secrets as that term is defined in California Government Code Section. and which are so marked as Trade Secret, Confidential or Proprietary. If it is necessary to include proprietary/trade secret information in any of CONTRACTOR s documents, COUNTY recommends that CONTRACTOR clearly and prominently mark the information it believes falls into this category. COUNTY is not the owner of the trade secret, nor the agent or employee of CONTRACTOR, and therefore cannot refuse to disclose the information requested under a Public Record Act request. In the event of a request for such records, COUNTY shall notify CONTRACTOR within forty eight () hours if disclosure is requested of the designated property/trade secret information, in order to permit CONTRACTOR to seek a court order, or other relief it deems necessary to prevent disclosure. B. CONTRACTOR shall notify ADMINISTRATOR of any Public Record Act request no later than five () business days. CONTRACTOR shall provide ADMINISTRATOR all information that is requested by the Public Record Act request. V. PAYMENTS A. BASIS FOR REIMBURSEMENT - As compensation to CONTRACTOR for the services described in this Exhibit A to the Agreement, which amount shall be inclusive of sales tax. COUNTY shall pay CONTRACTOR the amounts and at the times set forth in Exhibit F less identified holdback provided, unless mutually agreed by both parties otherwise, however, that the total of such payments shall not exceed the COUNTY S Maximum Obligation. B. Both parties agree that should COUNTY receive any computer software purchased from CONTRACTOR and/or CONTRACTOR s Subsidiaries electronically, these transactions are sales tax exempt under California Code Regulation 0 (f) () (D) as referenced in attachment A. of the Agreement. C. PAYMENT METHOD COUNTY shall pay CONTRACTOR, within thirty (0) days of receipt of a properly completed invoice. Billings are due sixty (0) calendar days after the month for which billing is made. CONTRACTOR S billings shall be on a form approved or provided by ADMINISTRATOR and provide such information as is required by ADMINISTRATOR. D. CONTRACTOR shall not bill COUNTY for milestone payments until such milestone has been accepted by the COUNTY in accordance with Exhibit B of the Agreement. E. All billings to COUNTY shall be supported, at CONTRACTOR S facility, by source documentation including, but not limited to, ledgers, journals, time sheets, invoices, bank statement, canceled checks, receipts, receiving records, and records of service provided. F. ADMINISTRATOR may withhold or delay any payment due CONTRACTOR, if CONTRACTOR fails to materially comply with any provision of this Agreement; provided, however, of EXHIBIT A X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

41 0 0 0 CONTRACTOR has been given written notice of the alleged breach and has failed to cure the alleged breach within thirty (0) calendar days. G. CONTRACTOR shall not claim reimbursement for services provided beyond the expiration and/or termination of the Agreement, except as may otherwise be provided under this Agreement. H. Beginning July of each year in which the Agreement shall be in effect, COUNTY shall review the spending guidelines for allowable expenses as specified in the Agreement and shall review and modify, if appropriate, the guideline amounts in consideration of cost of living adjustments or other market driven events. ADMINISTRATOR shall provide CONTRACTOR with the updated spending guidelines. Upon mutual agreement of ADMINISTRATOR and CONTRACTOR, the spending guidelines may be updated more frequently. I. CONTRACTOR shall separately bill COUNTY, on a monthly basis, the costs incurred for travel expenses directly related to service activities under this Agreement. CONTRACTOR agrees to the following spending guidelines for allowable expenses. Items exceeding the agreed upon guidelines or not specified as an allowable expense shall require prior ADMINSTRATOR approval. CONTRACTOR will use its best efforts to manage expenses according to these guidelines; however, expenses are based on market driven events that are outside CONTRACTOR s control. CONTRACTOR shall provide adequate notice to ADMINISTRATOR, in writing, if CONTRACTOR anticipates that it will exceed the allowable expenses and, in this notice, specify the market driven events causing the increased estimates in expense costs. ADMINISTRATOR shall evaluate said notice and present a request for an amendment to this Agreement to the Orange County Board of Supervisors for approval if appropriate and necessary to reimburse CONTRACTOR s costs.. Airfare: The parties agree that the average cost, per trip, for airfare shall be six hundred dollars ($00). Airfare anticipated to be greater than eight hundred dollars ($00) shall require prior approval of ADMINISTRATOR.. Hotel: The parties agree that the average cost, per night, for a hotel room shall be one hundred fifty dollars ($0). Upon execution of this Agreement, CONTRACTOR agrees to contact hotels in proximity of COUNTY S offices and negotiate the rates based on expected frequency of travel, securing reasonable discounts or inclusion of additional complimentary benefits such as parking or meals, whenever possible. Hotel rates anticipated to be greater than two hundred dollars ($00) per night shall require prior approval of ADMINISTRATOR. The following hotel charges are not allowable; a. In room movies, b. Room Service, (unless prior approved by ADMINISTRATOR) c. In room telephone calls, d. Liquor, e. Excessive tipping. of EXHIBIT A X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

42 Rental Car: The parties agree that the average daily rental car fee shall be fifty six dollars ($) per day, not including gasoline, and that, whenever possible, two or more of CONTRACTOR s personnel shall share use of the rental car. The parties anticipate that gasoline for the rental car shall not be greater than twenty dollars ($0), at self-serve prices, per week for travel related to COUNTY business. Gasoline usage anticipated to exceed forty five dollars ($), at self-serve prices, per week shall require prior approval of ADMINISTRATOR.. Parking: a. COUNTY shall provide, at no cost to CONTRACTOR one parking space, or if no space is available, reimburse CONTRACTOR for the cost of parking in any pay for parking lot near COUNTY s work site. b. CONTRACTOR staff shall utilize economy airport parking lots in lieu of terminal parking unless prior approval from ADMINSTRATOR.. Meals/Per Diem: The parties agree that each of CONTRACTOR s personnel, when on site at COUNTY S offices, shall be compensated at a flat per diem rate of fifty dollars ($0) per day for meals and incidentals. CONTRACTOR shall use its best efforts to manage expenses according to these spending guidelines; however, expenses may occur which may be outside CONTRACTOR s control. J. CONTRACTOR shall be responsible for providing acceptable invoices to ADMINISTRATOR for payment and obtaining prior approvals as required herein. Incomplete or incorrect invoices shall be returned to CONTRACTOR for correction. Documentation, including but not limited to copies of receipts, shall be required by ADMINISTRATOR along with the supporting invoices. CONTRACTOR shall bill COUNTY for the fees set forth in Exhibit F of the Agreement upon delivery of the Licensed Software. K. County shall pay the first year portion of all Licensed Software and Sublicensed Software monthly Maintenance and Support fees as well as Subscription fees, Managed Services Monthly fees, and Application Service Provider fees through this Agreement as identified in Exhibit F of the Agreement, after which the parties agree, the Licensed Software and Sublicensed Software monthly Maintenance and Support fees as well as ongoing Subscription fees, Managed Services Monthly fees and Application Service Provider fees shall be paid for through the separate agreement for Maintenance and Support Services between the parties. L. COUNTY acknowledges and agrees that CONTRACTOR may assign its interest in or otherwise grant a security interest in payments due pursuant to this Agreement in whole or in part to an assignee. COUNTY shall acknowledge every such assignment or granting of a security interest as shall be designated by written notice given by CONTRACTOR to COUNTY. CONTRACTOR will continue to perform its obligations under this Agreement to COUNTY following such assignment or granting of a security interest. of EXHIBIT A X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

43 0 0 0 VI. REPORTS AND MEETINGS A. CONTRACTOR shall submit, on forms provided or approved by ADMINISTRATOR, financial and/or programmatic reports as requested by ADMINISTRATOR concerning CONTRACTOR's activities as they relate to this Agreement. ADMINISTRATOR will be specific as to the nature of the information requested and allow thirty (0) calendar days for CONTRACTOR to respond. B. In order to implement the requirement above, COUNTY s Project Director and CONTRACTOR s Project Director will meet periodically at COUNTY s offices on reasonable notice to discuss each party s performance and progress under this Agreement. If requested, CONTRACTOR s Project Director and other project personnel shall attend all such meetings. Each party shall provide such information that is requested by the other party for the purpose of monitoring progress under this Agreement. VII. RESPONSIBILITY OF CONTRACTOR A. CONTRACTOR shall be responsible for the professional quality, technical accuracy, timely completion, coordination of all services furnished by CONTRACTOR under this Agreement. CONTRACTOR shall perform such professional services as may be necessary to accomplish the work required to be performed under this Agreement and in accordance with this Agreement. B. CONTRACTOR shall provide services and other relevant documents necessary to complete the services and fulfill the requirements as set forth within this Agreement. C. CONTRACTOR and COUNTY will make commercially reasonable efforts to make sure that all persons employed by either party have satisfactory past records indicating their ability to accept the kind of responsibility anticipated in the type of work and services set forth hereunder. VIII. SERVICES A. CONTRACTOR shall provide services as described in Exhibit B to the Agreement and COUNTY shall reimburse CONTRACTOR for said Services as outlined in Paragraph V. of Exhibit A to the Agreement. B. ADDITIONAL SERVICES; CONTRACTOR shall charge COUNTY for any such additional services or assistance as specified in Paragraph V.F. of this Exhibit A. to the Agreement. If COUNTY requests such additional services, CONTRACTOR shall inform COUNTY that the services requested constitute additional services. Upon approval by COUNTY, CONTRACTOR shall provide the requested service as mutually agreed upon. C. SOFTWARE LICENSE:. License Grant: Subject to the terms and conditions of this Agreement, CONTRACTOR grants to COUNTY a non-exclusive, non-transferable, fully paid, irrevocable and perpetual license to use the Licensed Software solely as specified in this Agreement. This license shall include all New Releases to the Licensed Software provided pursuant to the terms of this Paragraph VIII.D. of this Exhibit A to of EXHIBIT A X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

44 0 0 0 the Agreement and Subparagraph XXX.F. of the Agreement hereby and shall apply to the Permitted Facilities, and all Permitted Users of the Permitted Facilities.. Scope of Use: a. Permitted Users may use the Licensed Software solely in accordance with the Scope of Use specifications defined in Exhibit B. COUNTY may subsequently expand its Scope of Use and number of Permitted Users by paying CONTRACTOR s fee as set forth in Exhibit B for expansion of COUNTY s Scope of Use pursuant to the forms and procedures set forth in Exhibit B. b. CONTRACTOR shall provide COUNTY with a copy of the Licensed Software. COUNTY shall have the right to make sufficient back-up and archival copies to support its permitted use of the Licensed Software, provided that the intellectual property contained in such copies shall remain the property of CONTRACTOR. No right to use, print, copy, modify, create derivative works of, adapt, translate, distribute, disclose, decompile or reverse engineer the Licensed Software is granted, except as expressly set forth in this Agreement. CONTRACTOR hereby reserves all rights not expressly granted hereunder. c. The Licensed Software shall reside at the Designated Facility, or, upon written notice to CONTRACTOR, COUNTY s designated data processing location which shall become a Designated Facility upon such notice. COUNTY may, upon advance written notice to CONTRACTOR, permanently move the Licensed Software to a different data processing location under the control of COUNTY. COUNTY shall not outsource its operation of the Licensed Software to any third party without CONTRACTOR s prior written consent.. Sublicense Grant: Subject to the terms and conditions of this Agreement, CONTRACTOR grants to COUNTY a non-exclusive, non-transferable sublicense to use the Sublicensed Software on the terms and conditions which are set forth for end-users in the underlying license granted to CONTRACTOR by the Sublicensed Software supplier. If execution by COUNTY of a separate sublicense agreement is required by a Sublicensed Software supplier, CONTRACTOR shall so inform COUNTY. In such case, COUNTY shall either execute same or be denied access to that portion of the Sublicensed Software. If COUNTY declines to execute the supplier s sublicense agreement, CONTRACTOR shall assist COUNTY in negotiating changes to the standard terms. CONTRACTOR shall have no responsibility for any impairment to Equipment, Sublicensed Software or Licensed Software functionality, reliability or performance occasioned by the absence of such item of Sublicensed Software until such sublicense has been obtained and, if necessary, executed by COUNTY. CONTRACTOR has recommended the use of such Equipment and Sublicensed Software in connection with the System and represents that the Equipment and Sublicensed Software will operate properly within (i.e., be integrated to work with) the System. CONTRACTOR does not make any warranties or guarantees regarding functionality, reliability or performance of the Equipment and/or Sublicensed Software. In the event of any warranty, claim or support relating to any Equipment or Sublicensed Software, CONTRACTOR shall of EXHIBIT A X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

45 0 0 0 interface with the manufacturer of the Equipment or licensor of such Sublicensed Software to obtain all necessary support or remedies available pursuant to applicable warranties from the manufacturer or licensor or CONTRACTOR s support obligations hereunder. D. SOFTWARE OWNERSHIP. Intellectual Property Rights: a. COUNTY acknowledges that, the Licensed Software is Confidential Information of and proprietary to CONTRACTOR, and all rights and patents, copyrights, trade secrets and, trademarks existing in respect of the Licensed Software are retained by CONTRACTOR. In respect to the operation, maintenance and enhancement if any to the System, COUNTY will take all reasonable steps to maintain CONTRACTOR s rights in the Software, at least to the same extent COUNTY takes with respect to the protection of its own Confidential Information and proprietary software, which steps shall consist of those set forth below in this Paragraph. COUNTY also agrees that it will not sell, transfer, publish, display, dispose or make the Licensed Software (or any copies of the Licensed Software) available to third parties, except that: ) Nothing contained herein limits, conditions or constrains in any respect the right and the ability of COUNTY to disseminate, publish, disclose, sell or otherwise make available to any party the Data collected by the System or reports of such Data generated by COUNTY using the Licensed Software, in whole or in part: and ) COUNTY may disclose the Licensed Software to any consultant, independent contractor, provider or other third party retained by the COUNTY in connection with the use or operation of the Licensed Software provided, however, that in such event the COUNTY shall obtain the written agreement of the consultant, independent contractor, provider or other third party to whom such any such disclosure is made, not to disclose any such information to third parties, copy of any such information, or use any such information for any commercial purpose other than the satisfaction of contractual obligations of such parties to COUNTY, and the written agreement to take reasonable steps to protect the proprietary interest of CONTRACTOR in Licensed Software, consistent with the obligations of the COUNTY set forth herein. The obligations of COUNTY herein do not extend or apply to any information or Data comprising all or part of the Licensed Software which is in the public domain, by reason of any acts, activities or failures to act which are not a direct result of action or inaction by COUNTY. b. In connection therewith, COUNTY agrees that: ) Prior to complying, COUNTY shall notify CONTRACTOR to the extent reasonably practicable if COUNTY determines that the law or an order of a court or other government agency requires a non-permitted disclosure or use of the Licensed Software; ) COUNTY shall maintain written records of the number and location of all copies of the Licensed Software; ) COUNTY shall reproduce (and refrain from removing or destroying) all copyright and proprietary rights notices that are placed upon or within the Licensed Software; of EXHIBIT A X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

46 0 0 0 ) COUNTY shall erase or otherwise destroy, prior to disposing of media, all portions of the Licensed Software contained on such media; and ) COUNTY shall notify CONTRACTOR within five () business days in writing upon learning of any unauthorized disclosure or use of the Licensed Software, and cooperate fully with CONTRACTOR, within five () business days, to cure any unauthorized disclosure or use of the Licensed Software.. Possession and Use of Source Code: If Source Code is obtained by COUNTY under the provisions of Subparagraph VIII.G.. below, such Source Code shall remain subject to every license restriction, proprietary rights protection, and other COUNTY obligations specified in this Agreement. COUNTY may use Source Code for the sole purpose of supporting its use of the Licensed Software as expressly permitted under this Agreement, and for no other purpose whatsoever. When Source Code resides in a central processing unit, COUNTY shall limit access to its authorized employees who have a need to know in order to support the Licensed Software. COUNTY shall at all times implement strict access security measures in order to prevent unauthorized disclosure, use, or removal of Source Code. COUNTY also agrees that all persons with access to the Source Code shall execute confidentiality agreements consistent with the obligations of COUNTY hereunder.. Software Ownership: a. COUNTY will not decompile or disassemble any Licensed Software provided under this Agreement. COUNTY will make and maintain copies of the Licensed Software for archiving, disaster recovery, backup, fault tolerance and parallel processing procedures of the Licensed Software and each copy will contain all legends and notices and will be subject to the same conditions and restrictions as the original. b. If COUNTY s computers on which any item of Licensed Software is licensed become temporarily unavailable, use and license of such software may be temporarily transferred to an alternative COUNTY computer. c. This Agreement does not transfer to COUNTY title to any intellectual property contained in any Licensed Software, Documentation or proprietary information. Documentation licensed hereunder does not include any materials designed for or used in the Maintenance of Equipment. The COUNTY shall take all reasonable precautions to safeguard the Licensed Software, manuals, documents, and media and to use its commercially reasonable best efforts not to make available the Licensed Software in any form to any third party, except for COUNTY employees, consultants, independent contractors, providers or other third parties under contract with COUNTY directly concerned with COUNTY s licensed use of the System, subject to the conditions set forth in Subparagraph VIII.G.. above.. Source Code Escrow: 0 of EXHIBIT A X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

47 0 0 0 a. CONTRACTOR hereby agrees to deposit, at its sole expense, the Licensed Software, in source code form (the Source Code ), into escrow pursuant to the terms of that certain High Technology Escrow Agreement (the Source Code Escrow Agreement ) dated January l,, between CONTRACTOR and U.S. Bank (the Escrow Agent ) in the form attached hereto as Exhibit D. The Escrow Agent shall be required pursuant to the terms of the Source Code Escrow Agreement and this Paragraph, to deliver a copy of the Source Code to COUNTY in the event that any of the following conditions ( Release Conditions ) occur: ) CONTRACTOR fails to meet any of its material Support obligations hereunder and fails to cure such failure with thirty (0) days of written notice thereof COUNTY; ) CONTRACTOR fails to provide a New Release or version of any Licensed Software module adding new functionality or significantly improving existing functionality within thirty six () months of the previous New Release or version; ) CONTRACTOR becomes insolvent or has availed itself of, or has been subjected to by any third party, a proceeding in bankruptcy in which CONTRACTOR is named debtor and the same has not been discharged or terminated within sixty (0) days; or ) Contactor liquidates, dissolves or ceases to conduct business and has not assigned its obligations hereunder to a permitted successor, in accordance with the terms of this Agreement. Escrow Agent shall recognize the occurrence of any of the Release Conditions as circumstances under which the Escrowed Property shall be delivered to COUNTY in accordance with terms of Section of the High Technology Escrow Agreement. b. CONTRACTOR will deliver the Escrow Agent a new copy of all Source Code, including the Source Code for any New Release, no less than once every year without COUNTY s request to do so. In the event that a Release Condition occurs and, at such time, CONTRACTOR has issued a New Release but has not deposited the Source Code for such New Release with the Escrow Agent, CONTRACTOR shall, upon COUNTY s request, within five () business days deliver a copy of the Source Code for such New Release to COUNTY. In the event the Source Code or any part of it is destroyed or corrupted after entering into the possession of COUNTY, upon COUNTY s request, CONTRACTOR shall provide a replacement copy of the Source Code within thirty (0) days of receipt of COUNTY s written request. IX. STANDARDS OF SYSTEM PERFORMANCE A. The System must perform at COUNTY acceptable performance levels. During the period between First Productive Use and until the time COUNTY is on Support under the separate agreement for Maintenance and Software Support Services, the System shall perform in a manner that will not impede or significantly impact the performance of routine and normal System-related operational tasks, perform critical processes that are executed at the server level; and will function in a consistent and dependable manner, recognizing that the COUNTY operates in a demanding twenty four () hours a day, seven () days a week production environment and that high-availability is critical. The parties agree that of EXHIBIT A X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

48 0 0 0 System performance is a joint responsibility of COUNTY and CONTRACTOR to the extent under control by each party. CONTRACTOR agrees to provide Support and Maintenance services in accordance with the applicable terms set forth under the agreement for Maintenance and Support Services executed between the parties. B. CONTRACTOR agrees that it will not knowingly commit to any new project in such a manner as it would materially interfere with the scheduling or delivery of the products or services to COUNTY as detailed and set forth herein. C. PROJECT SCHEDULE;. Site Preparation. COUNTY will have its Designated Facility(s) prepared for the EHR project by the date of execution of this Agreement. In the event the site(s) is/are not prepared by such date, COUNTY acknowledges that the project schedule may be delayed and that, if applicable, CONTRACTOR may make a change order application to COUNTY.. Installation Responsibilities. CONTRACTOR and COUNTY will each perform the specific tasks identified in Exhibit B. to the Agreement for the EHR project.. Project Team Environment. COUNTY shall provide CONTRACTOR personnel a designated work area, access to facilities, access to systems, and other items identified in the SOW, set forth herein as Exhibit B. as items reasonably necessary for CONTRACTOR s personnel to provide the Services set forth in this Agreement. D. The Services performed under this Agreement shall be done in accordance with Exhibit B. to the Agreement, which may be revised at the option of COUNTY with CONTRACTOR s concurrence. Each party shall be responsible for schedule adherence as outlined in the Exhibit B. to the Agreement. E. PRE-PRODUCTION ACCEPTANCE PERIOD COUNTY agrees to use its commercially reasonable best efforts to identify for CONTRACTOR in writing those issues arising out of the required work performed as stated in the SOW, during the Pre- Production Acceptance Period in a non-production environment which, if not resolved to COUNTY s satisfaction, could cause COUNTY to delay Acceptance in the Production Acceptance Period. COUNTY and CONTRACTOR agree that First Productive Use with respect to the required work performed as stated in the SOW, shall not occur until such pre-production issues are either resolved to COUNTY s satisfaction or until COUNTY agrees in writing that such issues will not be used as a basis for COUNTY to withhold Acceptance in the Production Acceptance Period. F. PRODUCTION ACCEPTANCE PERIOD. The Production Acceptance Period allows COUNTY to verify the functionality in a production environment, and to identify issues occurring during or after First Productive Use of the solutions delivered in the SOW, which could cause COUNTY to delay Acceptance. Should COUNTY become aware of any Material Errors with the delivery of the solutions set forth in the SOW, COUNTY shall promptly send CONTRACTOR a Notice of Noncompliance which shall include a written, of EXHIBIT A X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

49 0 0 0 reasonably detailed description of each known discrepancy or failure. CONTRACTOR shall then have the remainder of the Production Acceptance Period to resolve the discrepancies so identified and reported. COUNTY shall, upon CONTRACTOR s request, test any modifications during this period.. The Production Acceptance Period for the required work performed as stated in the SOW shall begin upon First Productive Use and shall continue for a period of ninety (0) days, at which time the parties shall deem the Licensed Software accepted unless CONTRACTOR receives a written Notice of Noncompliance from COUNTY within five () business days following the last day of the Production Acceptance Period. If CONTRACTOR receives a Notice of Noncompliance from COUNTY, the test process shall be extended on a day-to-day basis, until the earlier of the following: a. The applicable module of Licensed Software delivered under the SOW performs in accordance with the Product Descriptions and in compliance with the SOW, without Material Error and for a period of sixty (0) continuous days, the functions with respect to the defects listed in the Notice of Noncompliance, or b. CONTRACTOR notifies COUNTY in writing that the maximum level of functionality (as defined in the Product Descriptions) has been achieved; and that said level of functionality does not result in any material revision or limitation to CONTRACTOR s commitments as specified in this Agreement, at which time COUNTY shall be deemed to have automatically accepted the Licensed Software as it exists at that time, unless COUNTY, as COUNTY s exclusive remedy, terminates this Agreement upon written notice to CONTRACTOR, as set forth in the Termination Paragraph of the Agreement, in writing within fifteen () business days after receipt of CONTRACTOR s notice of maximum functionality, or c. In the event the System has failed to perform without Material Error for a period of at least sixty (0) days following the initial Notice of Noncompliance from COUNTY, COUNTY may terminate this Agreement upon notice to CONTRACTOR as set forth in the Termination Paragraph of the Agreement. X. HOURS POOL A. COUNTY and CONTRACTOR agree that for the EHR project, COUNTY shall purchase from CONTRACTOR, twelve thousand one hundred seventy eight (,) hours of work (hereinafter referred to as Hours Pool ). The initial four thousand (,000) hours shall be purchased at a rate of one hundred thirty eight dollars ($.00) per hour, and the remaining six thousand five hundred fourteen (,) hours at a rate of one hundred fifty dollars ($0.00) per hour. It is agreed that said Hours Pool shall be subject to the terms, conditions and approval by ADMINISTRATOR as set forth in the Agreement until such time that the Hours Pool or the Project is exhausted and that such hours exclude the Health Care Executive role. The rates set forth in this paragraph A are only valid through Period Four. B. Administrative hours associated with ongoing services for CONTRACTOR s staff relating to of EXHIBIT A X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

50 0 0 0 administrative support and/or project coordination are included as allocated hours within the Hours Pool in the amount of one thousand six hundred sixty four (,) hours with an average of four hundred sixteen () hours per fiscal year. C. All hours remaining as of the termination of the Agreement shall be converted and credited to COUNTY under a separate agreement, at a rate of one hundred ninety five dollars ($) per hour for the ongoing development and / or maintenance of the system, services for upgrades or new software systems not yet implemented, implementation of any system upgrades for any software already installed during the term of the Agreement or any subsequent agreement between the parties, project planning, support work and on-site instructor time for training. D. Both parties agree that the Hours Pool may be increased at any time during the course of the Agreement by either:. the COUNTY purchasing additional hours at the current negotiated rate of one hundred ninety five dollars ($) per hour upon approval of the Orange County Board of Supervisors, or. credits received in favor of the COUNTY by CONTRACTOR for unused hours allocated to specific projects either already underway or future projects under separate Agreement(s), or. credits received in favor of the COUNTY by CONTRACTOR as may be identified by CONTRACTOR and agreed upon by COUNTY. E. In the event of termination of the Agreement as outlined in Subparagraph XXX.A. and in addition to the remedies as outlined in Paragraph XXIII of the Agreement, CONTRACTOR agrees to reimburse COUNTY for all unused service and administrative hours that have been pre-paid through the Hours Pool within thirty (0) days as of the effective date of termination of the Agreement. of EXHIBIT A X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

51 0 0 0 of EXHIBIT A X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

52 0 0 0 EXHIBIT B TO AGREEMENT FOR PROVISION OF BEHAVIORAL HEALTH ELECTRONIC HEALTH RECORD SYSTEM SERVICES BETWEEN COUNTY OF ORANGE AND CERNER CORPORATION SEPTEMBER, 0 THROUGH JUNE 0, 00 SCOPE OF WORK CONTRACTOR and COUNTY agree that COUNTY shall pay for the development and implementation of an EHR and this Scope of Work (SOW) and Attachment B. covers only the items identified. A new agreement will be required if additional tasks beyond those outlined in this SOW are requested. The commitment for the completion and go-live of the EHR Phase shall be no later than March, 0, and the target date for the completion of the overall -phase EHR project shall be June 0, 0. The target date set forth herein has been determined by the parties assuming a project start date of September, 0 and is to be considered a three () Phase approach over a forty five () month implementation process; CONTRACTOR shall not be liable for any project delay(s) unless such delay(s) is (are) due to CONTRACTOR s sole fault. Development work shall be performed on a test non-production domain, and at successful completion, CONTRACTOR will move the completed work from the non-production (Prod) domain to the Production domain by February, 0, and support the successful go-live on March, 0. The SOW for Phase includes professional services from CONTRACTOR for the implementation of the clinical documentation management system with rules-based decision support capabilities, new software modules to support the EHR functionality, enhanced compliance auditing and reporting, and disaster recovery as set forth in the Agreement. Phase will include implementation initially at selected clinics, to be expanded to all clinics during later phases. The funding included in the Agreement is for CONTRACTOR costs associated with Phase. Phases and are anticipated to be rolled out in FY 0- and FY 0- respectively and will be contracted through amendments to the Agreement which shall include the specific scopes of work and costs associated with them for each phase. The SOW for Phase includes professional services and software from CONTRACTOR for the implementation of the phase modules which include, Voice Recognition, Meaningful Use enhancements, intelligent search capabilities, and message exchange software. OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

53 0 0 0 I. PHASE SOW A. CPDI DEPARTMENTAL SINGLE DOC CAPTURE. SOLUTION DESCRIPTION Decentralized, single document scanning. CONTRACTOR offers Departmental Document Imaging for the following: Radiology, Ambulatory, Health Information Management, Access Systems, Emergency, Perioperative, Laboratory, Pharmacy, and Billing & Accounts Receivable. DEFINITION OF PROJECT SCOPE AND DELIVERABLES Design - Includes consulting services for: Forms Design Event Hierarchy/Document Types Imaging Process/Workflow User/Group Access (for non-integrated) Documents - CONTRACTOR will work with COUNTY to implement 0 document types Install/Build Server software installation, configuration, and license branding one () non-prod and one () PROD Domains CONTRACTOR will work with COUNTY to implement up to 0 document types per department COUNTY is entitled to build beyond 0 document types COUNTY is responsible for user setup and security Auto sense setup (integrated only) Data Capture Includes services and setup and configuration for up to single document stations at Facilities/Departments CONTRACTOR will train the COUNTY on desktop installation and setup for both full desktops and Citrix implementations Testing Reporting Training Includes rounds of integration testing; CONTRACTOR will be lead on the first round and use integration testing to train the COUNTY Super Users for the second round Includes the following standard CONTRACTOR Imaging Reports: Document History Includes services for Super-user training COUNTY is responsible for End-user training Includes training for adding additional document types B. CAMM DIGITAL OBJECTS (CTS-PACHA). SOLUTION DESCRIPTION CareAware Multimedia Digital Objects will support the addition of photographs of COUNTYs/patients in the banner bar. OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

54 0 0 0 The CareAware MultiMedia Archive HA Cluster seeks to increase the availability of a CAMM environment by implementing a two node clustered system in order prevent the loss of a CAMM environment in the event of a single host system failure. CONTRACTOR proposes to provide technical consultation services to implement the CAMM HA Cluster of a CONTRACTOR CAMM solution on Linux based platform running the CAMM Gate, DB, and Store. This configuration is for a two node cluster using RedHat Clustering. This installation is for either a new CAMM environment or an existing environment wishing to add High Availability. Advanced configuration of the application is not provided as part of this engagement. This project includes only the items set forth in this Scope. A new arrangement Letter or Quotation must be executed by the parties if COUNTY requests additional tasks beyond those set forth herein. Such additional tasks are outlined in section below.. DEFINITION OF PROJECT SCOPE AND DELIVERABLES CTS-PACHA CAMM Single Two Node Cluster HA Implementation The implementation of a one () CAMM HA is limited to the following environments: One Instance of a CAMM Environment (Gate,DB,Store) The following tasks are performed (all onsite tasks must be performed during a single onsite engagement): Implementation of one () CAMM HA Planning (remote) Schedule Kick off Call, Follow-up Project Call with COUNTY Review of Assumptions/Pre-Travel Checklist with COUNTY Hardware/Software Validation(remote) Verify host operating system is at supported level Verify Veritas file system software is at supported level (if applicable) Verify host multi-pathing drivers are installed and supported Verify PACS licensing Verify correct storage provisioning Installation/Configuration (onsite) Install RedHat Clustering on both nodes Configure new cluster Configure applications so that its aware of cluster environment Validate cluster installation Test failover functionality without application Test failover functionality with application Remote Support Provide support for up to one week after implementation After one week support is provided through standard CONTRACTOR channels. SERVICES NOT INCLUDED IN PROJECT SCOPE This service does NOT include the following tasks: Software or Software Licenses Installation of any software with exception to RedHat Clustering and OS patches required to complete HA install OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

55 0 0 0 Providing of any software licenses Fibre Channel Switches OS and/or firmware installation/upgrades Configuration of LAN-network connectivity Installation of power cables Installation of LAN-cables Installation of FC-cables Labeling of LAN and/or FC-cables Host Systems OS installation/upgrades with exception to OS patches required to complete HA install Installation of server hardware Installation/upgrade of any other applications running on Host Systems Configuration of network connectivity Installation of power cables Installation of host bus adapters (or any other hardware) Storage Subsystems Storage firmware upgrade Storage disk provisioning SAN connectivity Installation/Configuration of storage management software PACS Environment Perform any migration of CAMM data Perform any expansion of CAMM data. DELIVERABLES Red Hat Cluster Services Users Guide Testing Results outlined behavior of application during HA failover or when failover already occurred Setting notification where ever possible. COUNTY OBLIGATIONS AND PREREQUISITES COUNTY obligations and prerequisites listed in Prerequisite section.. COMPLETION CRITERIA This project will be considered complete when the scope of work is completed pursuant to the tasks set forth herein. C. CONTRACTOR ENTERPRISE APPLIANCES Citrix NetScaler Implementation (CTS-CITRIX-NET). SOLUTION DESCRIPTION As use of the Web applications for healthcare increases, browser-based computing has increased in complexity. But many clinical organizations have moved to provide online access to content and e-commerce type services. These services depend on delivering fast, reliable, error-free Web performance. OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

56 0 0 0 Content switching is a new generation of networking specifically designed to address the unique requirements of Web traffic. Content switching intelligently load balances traffic across servers in a data center or point of presence (POP) based on the availability of the content and the load on the server. Citrix NetScalers are "smart"-armed with sophisticated load-balancing capabilities and contentacceleration intelligence. The result is a consistently positive experience for Web site users. Implementation of a content switch environment within an enterprise's data center provides tangible returns to the healthcare business improving profitability, customer satisfaction levels, employee productivity, business partner exchanges, business practices, and competitive positioning. CONTRACTOR s approach to the deployment of a Content Switch Environment employs the following methodology: Project Management, Planning, Design and Implementation.. SERVICE OVERVIEW CONTRACTOR proposes to provide technical consultation services to implement the Citrix NetScaler solution on a Citrix NetScaler based platform with connectivity to the IBM WebSphere Application Server. In this implementation application level redundancy is provided so the scope of services includes installing the Content Management Solution in a redundant configuration. Installation and configuration will be completed so as to test the core functionality. Advanced configuration of the content management device is not provided as part of this engagement.. DEFINITION OF PROJECT SCOPE Certain tasks are dependent on the availability of COUNTY technical personnel for verification, testing, and knowledge transfer. CONTRACTOR will identify those COUNTY tasks at the beginning of the engagement to facilitate scheduling and coordination. The following work activities will be performed by CONTRACTOR: Site Readiness Document Discussion (Remote) Provide NetScaler Site Readiness Checklist document to COUNTY Schedule and conduct Site Readiness review discussion with the COUNTY Hardware Verification (On-Site) Verification of NetScaler hardware Confirm Applications and Hardware are configured and ready for testing and production Assistance in making the hardware available on Intellinet for remote support from CONTRACTOR via Out-of-Band management port (if applicable) channels Remote Technical Support Remote technical support is provided for weeks after engagement completion. After that time, support should go through the standard support channels.. DELIVERABLES Citrix NetScaler installed and configured as outlined in the Definition of Project Scope Knowledge transfer for installation, configuration and operational procedures Documentation for installation, configuration and operational procedures OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

57 0 0 0 Schedule and conduct design discussion with the COUNTY. Detailed drawing of Citrix NetScaler layout Configure access to the following environments: o PROD o CERT o TEST o BUILD o TRAIN. ASSUMPTIONS For proper knowledge transfer we strongly recommend that the COUNTY be familiar with the core technologies used in this solution. All work will be performed at the COUNTY s location unless otherwise noted or agreed upon. After delivery, plus two-week window, COUNTY sign off document needs to be completed. Installation and configuration of the Citrix NetScaler will follow CONTRACTOR s best practices. As part of this engagement, CONTRACTOR will not configure SSL connectivity and is deemed out-of-scope. A separate engagement will be needed to perform this work.(see Section IX). Citrix provides the virtualization and CONTRACTOR provides the technical solutions but HCA is responsible for the security of their network which the SSL is a small part of. The number of Citrix NetScalers to be set up will determine the exact requirements for the project. Two NetScalers will be setup.. ESTIMATED DURATION From planning, design, installation and testing the overall project will be days of work effort. Estimated project duration is one visit consisting of four to five days the rest of the time will be spent offsite.. COUNTY SKILL AND PARTICIPATION LEVEL REQUIREMENTS COUNTY ROLE REQUIRED SKILL LEVELS LEVEL OF PARTICIPATION Application Analyst Yes Analyst Contributor Mobile Computing Analyst No Analyst Perform Work Project Manager No Analyst Review, Approve Server Analyst Yes Analyst Perform Work Telecommunications & Data Network Analyst Yes Analyst Contributor, Perform Work WebSphere / Web Server Analyst No Analyst Contributor OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

58 0 0 0 D. CONTRACTOR ENTERPRISE APPLIANCES WebSphere Deployment (CTS-MMSVRS). SOLUTION DESCRIPTION EA is the combined server platform that will host multiple Websphere solutions. hours of a Web Technology Consultant are included to ensure the setup of P, Charting XR, esig, Patient Portal and Power Insight onto the EA boxes, two BL0 s. IBM WebSphere Application Server Network Deployment is an enabling technology which hosts web services based applications using a java application server and web server. The Network Deployment version of IBM WebSphere has capabilities built into the solution to enable clustering and different options for different levels of high availability and load balancing through different architectural topologies.. SERVICE OVERVIEW CONTRACTOR proposes to provide technical consultation services to implement the IBM WebSphere Application Server Network Deployment solution. In this implementation both hardware level and application level redundancy is provided so the scope of services includes installing IBM WebSphere Application Server Network Deployment in a redundant configuration.. DEFINITION OF PROJECT SCOPE CONTRACTOR will provide a Technology Consultant to perform those items found in this Agreement including: IBM WebSphere Application Server Network Deployment Installation & Configuration Verification of server hardware Assistance in making the hardware available on Intellinet for remote support from CONTRACTOR Installation of IBM WebSphere Application Server Network Deployment Installation of IBM WebSphere Deployment Manager for remote management (one per cell). Installation of required/recommended fixes for IBM WebSphere Application Server Network Deployment Installation of IBM HTTP Server either integrated on the WebSphere servers or on separate hardware Installation of required/recommended fixes for IBM HTTP Server Creation of Prod and Cert Cells Installation of cluster and clustered application servers spread across administrative cell and associated nodes for application failover Configuration of clustered application servers deployed to the cluster Test infrastructure functionality. DELIVERABLES IBM WebSphere Application Server Network Deployment solution installed and configured as outlined in the Definition of Project Scope Knowledge transfer for installation, configuration and operational procedures OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

59 0 0 0 Documentation for installation, configuration and operational procedures. ESTIMATED WORK EFFORT AND DURATION Estimated project duration is two visits consisting of four days each. The number of servers to be set up will determine the exact requirement for the project. EA is the combined server platform that will host multiple Websphere solutions. hours of a Web Technology Consultant are included to ensure the setup of P, Charting XR, esig, Patient Portal and Power Insight onto the EA boxes, two BL0 s.. FREQUENCY The first visit will be for initial training and non-production server installation and testing. The second visit will be for production server installation, testing, go-live preparation and additional training if needed.. COUNTY OBLIGATIONS AND PREREQUISITES COUNTY obligations and prerequisites listed in Prerequisite section.. COMPLETION CRITERIA This project will be considered complete when the scope of work is completed according to the tasks outlined in this Agreement. E. AGILE PROJECT. SOLUTION DESCRIPTION The County of Orange (COUNTY) and CONTRACTOR have developed a proof of concept (POC) workflow using PowerForms. In the process of designing the POC, the COUNTY had requested some areas for workflow/software improvements. This document while referencing the POC does not include the POC in the scope. This statement of work document outlines seven areas identified by the COUNTY and CONTRACTOR Program Management and Agile. The scope listed within this document only includes the changes required for the seven specific items. Date of Service: Specifying a clinically significant date Date of Service (DOS) before PowerForms retrieves any known data elements for the patient is important to Orange County s workflow. Development changes will be made to allow PowerForms to utilize this date and only select the data related to the specified DOS. Specific Section Launch PowerForms: Adding the ability to define which section the PowerForm opens to will also improve the POC workflow. This is important to consider when implementing the couple walking MPage example provided by the COUNTY. The user, through interaction with the couple walking MPage, will be taken to the appropriate section of the PowerForm. The user will save the PowerForm and return back to the mpage. Multiple esignature Events: Enabling electronic signature (signature pad) for external signers of the Master Treatment Plan (MTP) is important to COUNTY. Additionally within the COUNTY s workflow, there can be multiple external signers that need to sign the document at different times. COUNTY would like to be able to access the OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

60 0 0 0 PDF document (preserve the contents and prior signatures) and allow for multiple, unique signing events. MPage MTP Workflow: MPage design and development to manage the MTP workflow and Progress Note update process. MPage User Friendly Workflow: MPage design and development to create a patient friendly process for the clinician to engage with the patient as the MTP is defined. (prototype labeled couple walking ). PowerForm Grid RTF: Enabling the GRID control within PowerForms to support RTF (Rich Text Format). Read Only List Control: A read only control can be defined to be locked from changes and only default prior data entered. This could be used to show prior selections such as service type in the PowerForm and restrict the user from modifying the entries.. DEFINITIONS MTP: Master Treatment Plan DOS: Date of Service POC: Proof of Concept. PREREQUISITES COUNTY obligations and prerequisites listed in Prerequisite section.. GENERAL ASSUMPTIONS The fees set forth in the FEES TO BE PAID sections are based on the scope documented in Exhibit A. These same fees are also based upon the following assumptions. Any deviation from the below in the conduct of the project may result in additional professional services fees set forth on a separate Development Agreement: The scope of this agreement does not include Implementation Services. This project assumes the COUNTY is responsible for the implementation of the solution delivered as is outlined in Exhibit A. Design and Build for the COUNTYs licensed facilities is the sole responsibility of the COUNTY. If Implementation Services are needed, additional professional services and fees will be required and presented to the COUNTY by Development Agreement. The scope of this agreement does not include Adoption Services. If Clinical Adoption activities are needed, additional professional services and fees will be required and presented to the COUNTY by Development Agreement. End user training for the COUNTY is not covered in the Development Agreement. COUNTY will provide the necessary pre-production test environments to effectively test and perform mock-like moves. Additional RHO fees (if required) are not included. Custom CCL/reports/programs/rules are not included. Application Management Services are not included. Operations Management Services are not included. As needed during the project, COUNTY will provide the use and maintenance of a room, equipment and supplies for the CONTRACTOR team to include desktop/laptop workstations, tables, chairs, active data ports, telephones, temporary filing cabinets, white boards, use and maintenance of shared network printers, OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

61 0 0 0 use and maintenance of shared facsimile machine, use and maintenance of shared copier, shared access to conference rooms based upon availability, orientation presentation, testing all hardware, software and connectivity, access to a secured work area, access to Millennium applications in the COUNTY domain, and access to share(s) defined for COUNTY use. CONTRACTOR will provide the above as needed for CONTRACTOR hosted events related to the Agreement at CONTRACTOR s World Headquarter office.. PROJECT SPECIFIC ASSUMPTIONS CONTRACTOR will provide the solution on the emerging release (example: 0.0) and all future releases. CONTRACTOR will develop the documented scope on the emerging production release. The software developed from this scope, specific to the PowerForms and CPDI enhancements, is production software and supported in the emerging and future production releases. The software is supported for functionality and defects. This is not a commitment to expand the scope beyond the defined capabilities. This document is only addressing the enhancements to the PowerForms workflow, it does not include the time to design, build or test the actual PowerForms as outlined in the POC. Discern Rules can be triggered on a save of PowerForms but the trigger event will need to be for a specific result and not the text rendition event. Text rendition only occurs on a sign event. Discern Rules developed to trigger on the text rendition event, will only occurred at signing. Discern Rules do not trigger while entering the information in the PowerForm tool. Rules can only run once the data is saved or saved and signed. When the rules are triggered for Discern the PowerForm is closed. The rules will not automatically return the user to the specific area within the form. Currently there is a date of service that is listed within the PowerForm but the DOS is not used to filter existing data. The design allows for setting of the DOS prior to opening the PowerForm to allow the tool to filter the pulled data respectively. Changing the DOS within the PowerForm once open, will not change the data restriction to that date. The date must be set prior to opening the PowerForm. Once a MTP is rendered into the PDF form, the PDF document will not update with new clinician (staff) signatures. Only signature pad signatures will be added to the PDF document. Rendering the MTP to PDF will require software changes within PowerChart. The PDF document will be stored in CPDI. In the scope of work the MPage that allows the user to fill out specific sections of the PowerForm will require the PowerForm tool to be opened and closed multiple times in the conversation. The PowerForm will be saved (not signed) to close and return to the MPage. The MPage will automatically regain focus and refresh the information on the MPage. It is beyond the scope of this document to address the forwarding, routing, or rerouting (if someone objects to the MTP) of the MTP.. CONTRACTOR S AGILE METHODOLOGY CONTRACTOR will work with the COUNTY and follow CONTRACTOR s Agile methodology. Agile methodology includes close collaboration between COUNTY and the 0 OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

62 0 0 0 engineering team. This includes regularly scheduled iteration reviews to demonstrate progress toward goals and milestones. Successful Agile projects require quick feedback from the COUNTY after each iteration, and project plans are expected to adapt to COUNTY feedback as well as technical obstacles. The COUNTY and engineering team continually work together to adjust the requirements and priorities, while staying within the scope outlined in this Exhibit. Requirements and iteration planning details should be viewed as living documents that reflect current plans.. WORKFLOW DIAGRAMS Enter the Date of Service prior to launching the PowerForms tool. The PowerForms tool will use the DOS to load only prior data respective of the DOS. The launching of PowerForms will be from the specific mpage(s) included within the scope of work document. Modifications to the API used to launch PowerForms will include the ability to pass in the appropriate section for the tool to open to (within the PowerForms template). Electronic Signature process utilizing a signature pad MPage to accept date of service, display existing MTP and selected templates. Allow the ability to launch into PowerForms. o enter DOS Load existing PowerForms and select prior MTP if applicable OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

63 0 0 0 Select PowerForm template if creating a new document Launch PowerForm MPage prototype suggested by the COUNTY to allow the user to navigate the PowerForms data collection process with the patient (this is a mock-up and the completed MPage may vary from the visual below). Each section would launch the PowerForms window to collect the section specific data. ` OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

64 0 0 0 PowerForm Grid to support rich text input. Read Only Control - This control will lock the user from modifying the defaulted changes in the control. The example workflow is service type. There are a fixed number of possible service types that can be assigned to a patient. Once the service types have been documented and approved, any future PowerForm control will restrict the user s ability to modify the list. The read only control will show all the service types and indicate which ones have been selected, but will not allow the user to add additional choices. This enhancement is to add the ability to lock the control. This will be added to the list control used in PowerForm.. CLINICAL WORKFLOW DETAIL The entry of information for a Master Treatment Plan (MTP), into a PowerForm for a specific patient, will involve several clinical disciplines. The workflow for COUNTY needs to include the ability to have one individual start the documentation and others to continue to build upon the information entered. The user will enter the appropriate information and save the PowerForm (not sign) but would like to have specific clinical event driven rules executed to ensure accuracy. When documenting on a MTP, the user needs to indicate the specific date of service that the MTP addresses. By specifying a Date of Service (DOS) the PowerForm tool should only consider data valid from the relevant, signed MTP during that DOS. Data retrievals should not include any newer entries. For example when entering a Progress Note for a patient (using PowerForm), the Progress Note should only default information based upon the last signed MTP as per the entered DOS. Additionally once the MTP has been defined and signed; the user will generate a PDF copy of the PowerForm and present it to the patient, legal guardian and/or other non-staff individuals involved in the case. Capturing electronically the signatures of the non-staff individuals using a signature pad will be an option. Once the non-staff individual signs electronically, their signature is locked and stored as part of the MTP report in Millennium. Additional external signing events will be allowed but the prior signature and PDF content will remain locked. An MPage will be used to set the DOS, the selected PowerForm as well as the appropriate PowerForm section to which the user will be directed to for documentation. In the workflow review there are two different ways of engaging the documentation process. As the clinical team OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

65 0 0 0 is documenting the MTP they will use the PowerForms tool via the ADHoc charting process or the MPage listed above. Additionally if the MTP is being built with the patient, there is a proposed design for a more visually pleasing MPage workflow to collect the appropriate data.. SYSTEM INTEROPERABILITY DETAIL N/A 0. AGILE PHASES WITH TARGETED DELIVERABLES Phase A o PowerForm API Date of Service (pass as parameter) Template Section Selection (pass as parameter) Launch PowerForms from mpage PowerForms to preload clinical data respecting the DOS o esignature Generate the PowerForm MTP into PDF API to merge MTP and signature template Capture signature and store into CPDI Allow for multiple signing events (locking prior esignature) Phase B o mpage (DOS and MTP entry) mpage accept DOS mpage display of existing PowerForms (as defined only one active MTP based upon DOS) Display of goals and Problems/Diagnosis Display defined subset of PowerForm templates (to create a new document) If new PowerForm template selected, optionally allow for section selection Launch PowerForms from mpage with DOS, Template, existing PF, section specific information o PowerForm GRID documentation adding RTF support Adding DOS to Adhoc Charting conversation for PowerForms Read Only List Control o mpage (Patient friendly user interface) Design and coding of mpage mpage launch PowerForm on section Allow for navigation of each section on the mpage (goals, barriers ) NOTE: closing (saving) PowerForms will return focus to the mpage and refresh the screen when the form is saved. Phase C o Validation and testing o Packaging. PROJECT MANAGEMENT REPORTING CONTRACTOR s agile methodology encompasses a set of Project Management reports that have been designed to allow project team access to view the status of their project via standard reports. OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

66 0 0 0 These reports will be developed by CONTRACTOR and delivered to all governance committees on a regular basis. CONTRACTOR s standard Agile methodology reports include the following: Stakeholder Dashboard Report - provides overall progress of the project measured against the scope documented in Exhibit A and its exhibits. Risk and Issues Log provides visibility to risks and issues through the Agile process. Provides visibility to risk owners, mitigations and progress on eliminating or reducing risk. Burndown Chart and Velocity Reports provides visibility to the estimated amount of work remaining and the work/story points completed in prior enhancement iterations. Time Analysis Report provides visibility to the actual time logged to the project versus projection for the project (if on a Fee For Service arrangement).. ESTIMATED TIMELINE Time Frame Iteration projected start dates: Staffing the positions may result in a 0-0 day delay in starting the project.. DETAILED COUNTY PROJECT TEAM BY PHASE The grid below outlines CONTRACTOR s best effort estimate of typical COUNTY roles and estimated hours for engagement specific to the scope defined. Actual roles and hours will be based upon the project timelines and enhancement iterations.. RESPONSIBILITIES CONTRACTOR Responsibilities - Following is a list of high level project responsibilities that CONTRACTOR agrees to perform. Identify an executive sponsor responsible for overseeing the project. Manage the human resource functions for CONTRACTOR project team members. Designate a representative to be the CONTRACTOR Project Manager. He/she will be the focal point for the CONTRACTOR project team relative to this project. OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

67 0 0 0 Work with the COUNTY Project Manager to ensure alignment between organizations in regards to project status, risks and issues and project management reporting. Support the Project kick-off meeting(s). Development and maintenance of detailed functional scope documents. Escalate any project risks and issues in coordination with COUNTY. Support COUNTY s detailed task execution within reason and specific to the project. Assist with identifying recommended COUNTY conversion support resources for moving the project to production. Provide structure and materials for the event-based project efforts. Serve in lead role for all enhancement review events. Assist in issue resolution; own issue escalation process within CONTRACTOR. Provide necessary resources, at the appropriate time and with the appropriate skills sets sufficient to deliver the scope as defined in this Exhibit, in the time outlined in the Project Duration section. COUNTY Responsibilities - Following is a list of high level project responsibilities that COUNTY must perform. General Identify a COUNTY executive sponsor(s) responsible for achieving the defined vision. Designate a representative to be the COUNTY Project Manager. He/she will be the focal point for the COUNTY project team relative to this project. Develop and execute the technology plan and infrastructure. Provide the best resources that can represent the COUNTY requirements related to the solution as scoped in this Exhibit during design and iteration review meetings as requested. Conduct internal to the COUNTY Project Readiness Assessments and (kick-off) meeting(s). Develop and execute an organizational change plan (if determined necessary by the COUNTY). Plan and track the Project activities with CONTRACTOR. Manage detailed task execution of COUNTY defined responsibilities. Escalate risks and issues in cooperation with CONTRACTOR. Perform technical operational readiness assessment. Review and provide input into detailed functional scope documents. Ensure timely feedback and decisions throughout the duration of the project. Coordinate third party activities and deliverables (if required). Manage COUNTY resource costs and utilization, including travel costs. Agile activity responsibilities Engage with CONTRACTOR regularly to provide timely feedback. This includes: Regular meetings to review design, functional and technical validation and early code demonstrations. o Will flex through enhancement process but on average a meeting every - weeks. OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

68 0 0 0 o There may be additional feedback requested via or other communication channels. o Need to have appropriate subject matter experts or end-users engaged in review meetings. Assist with the enhancement and validation of any necessary content or collateral. Engage in the validation and prioritization of capability enhancements. Test new capabilities as they are made available after each iteration in a timely manner. This includes the download, installation and validation that the package(s) successfully provide the expected outcome based upon the agreed upon design (if appropriate). Install new capabilities rapidly in a production environment. This includes ensuring the appropriate Integration Testing is completed and successful, end-user training is completed and go-live support is planned and staffed appropriately. Share feedback with CONTRACTOR and other COUNTYs. The outcome that both CONTRACTOR and the COUNTY are striving towards is broad reference-ability on the new capability. Training Create and execute the COUNTY defined training plan. Create end user training documentation. Create training documentation and job aids. Conduct end user training. Provide training venues. Schedule COUNTY participants to attend events and education sessions. Provide training resources, equipment and access. Schedule end user training. Conduct on-going application maintenance education to support new team members post Go-Live. Site Readiness Validate System for production use. Conduct operational readiness assessment. Ensure all items on Go Live readiness checklist have been completed prior to Go Live. Manage site communication plan. Create Go Live schedule for COUNTY resources in conjunction with the contractor. Provide command center for Go Live period. Ensure change management processes are in place and all revised policies and procedures have been communicated. Coordinate third party vendors for their components of rollback and contingency planning. Ensure all affected departments are notified and ready for Go Live. Create and execute conversion planning project plan. Provide adequate conversion staffing. Create and execute a help desk for post-conversion support Change Management OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

69 0 0 0 Testing Define clear processes for system Change Management including responsibility for owning system Change Management execution. Develop an internal stakeholder communication plan. Create process and procedure manuals for any new or changed processes. Complete solution demonstrations to end users. Create and implement change control procedures. Create Unit, System and Integration Test scripts and plans. Complete Unit, System and Integration Testing. Perform all required testing for all facilities. Provide the required environment and resources and assume responsibility for ensuring all testing is completed to the organization s standards, governing regulatory bodies, patient population, employees and tools. Ensure that all aspects of the solution are validated and authorize final sign off on all testing activities. Build the necessary testing data on a data collection worksheet detailing the necessary data to complete the Unit, System, and Integration Testing sessions. Organize and manage testing location, including desks, PC's and printers. Maintain testing issue tracking list. Log code or documentation related testing issues in CONTRACTOR s eservice on a timely basis. Re-test or escalate defects as required. HL Interfaces N/A Data Migration N/A Technical Ensure host definitions have been generated and are available for connection. Provide host interface information, including, but not limited to destination address, local adapter address, exchange ID, and remote and local LU names, etc. Provide operator guides for any requested equipment that will be used in the configuration and connection process. Install all necessary referential data and Service Packages into the production environment. Database management, maintenance and monitoring. Install local devices - including desktops, printers, barcode scanners etc. (as required) Manage network. Setup, test and monitor print queues. (as required) Setup, test and monitor operations jobs and batch queues. (as required) Administer application interface server, review error messages, general administration of the interface server. Acquire and install required hardware and infrastructure and peripherals. (as required) Setup and deploy medical device interfaces (as required) Complete installation of all peripheral devices (as required) Help Desk OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

70 0 0 0 Reports Provide a help desk to answer questions about the operation of the software and resolve issues not requiring detailed knowledge of the CONTRACTOR system (e.g. password resets, PC issues). Ensure Help Desk protocols are in place. Resource Help Desk and on-going support structures to effectively support the system in production. Establish post Go-Live issue logging process. Provide documentation and support phone numbers for all hardware and software providers Business Continuity Localization and customization of any standard reports not defined in the scope documented in this Exhibit. Any reports not outlined in the attached scope document are outside the scope of this agreement. Develop a business continuity plan, including downtime procedures, to support continuing hospital activities in the event of a major system outage or disaster.. MPAGE CUSTOM DEVELOPMENT Mpages Custom Page design and development The Mpages Custom Page offering includes design, development, and implementation services for one custom Mpage to be viewable on the win CONTRACTOR Millennium platform Each custom MPage will be designed and created for viewing in the win CONTRACTOR Millennium platform. If HCA decides to use mpages on a mobile device, it must be a win enabled device. Action or update events with the custom MPages are limited to the defined capabilities of the MPages Development Toolkit through supported win API s Viewing within custom MPages is limited to data contained within the CONTRACTOR Millennium database COUNTY may, post final delivery, modify the custom MPages CONTRACTOR will develop custom MPages in one non-production domain CONTRACTOR will develop custom Mpages for current revision level only. Upgrades to a COUNTY s code level, etc. may require modifications to the custom MPage code. Those modifications would require a new Arrangement Letter for additional services CONTRACTOR architect will instruct HCA on packages for installation and COUNTY is responsible for ensuring the MPages distribution packages have been installed in a functioning domain on code base of 00 or higher prior to project start CONTRACTOR will collaborate in workflow and design sessions with COUNTY over the course of no more than weeks post Mpage kickoff with up to iterative design sessions of no more than hours each CONTRACTOR will make final design decisions as necessary to ensure adequate system performance, timely engineering, patient safety, and technical feasibility COUNTY will sign off on the design/requirements document prior to build of custom MPage. Sign-off must take place no more than weeks post kickoff event. If any OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

71 0 0 0 changes are made post the week timeframe, with additional enhancements, those enhancement requests will go in to an enhancement backlog. That enhancement list will be reviewed and worked if time is available after all items on the requirements document are complete. If no time is available, an additional arrangement letter will be required COUNTY is responsible for all other testing and validation of MPage In the event that the MPage deliverable does not conform to the agreed upon design specifications or contains Material Error, Contractor will re-deliver to County for another round of COUNTY testing and validation. This cycle will continue as necessary until the MPage conforms to the agreed upon design specifications and contains no Material Error(s). Support is limited to weeks post First Productive Use (estimated for March 0 golive). CONTRACTOR will fix issues with the code delivered on the custom package if found during the 0 day support window. An updated version of the package will get created with code fixes CONTRACTOR will require an additional arrangement letter if issues and/or enhancements are found after the 0 day window. CONTRACTOR will only support the code that was delivered on the custom service package. If COUNTY modifies the code and finds an issue, CONTRACTOR s support will be for the COUNTY to download the custom service package code. F. P SENTINEL PS Core Scope Conv (). SOLUTION DESCRIPTION PSentinel Enterprise Powered by Sensage is a comprehensive, enterprise-level audit logging solution for tracking end user access to confidential patient data -- enabling a capability to audit how patient information is accessed throughout an enterprise. Under HIPAA, provider organizations must implement a system of accountability with regards to how patient information is accessed, used and disclosed.. SERVICE OVERVIEW CONTRACTOR proposes to provide technical consultation services to implement the PSentinel Clinical Enterprise solution. Advanced configuration of the application is not provided as part of this engagement.. DEFINITION OF PROJECT SCOPE Certain tasks are dependent on the availability of COUNTY technical personnel for verification, testing, and knowledge transfer. CONTRACTOR will identify those COUNTY tasks at the beginning of the engagement to facilitate scheduling and coordination. The following work activities will be performed by CONTRACTOR: Reporting and Project Management Documentation of tasks in the form of a Weekly Status Report Project Plan updates Test/Mock Install PSentinel Software including Linux OS 0 OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

72 0 0 0 Build / configure PSentinel System Enable standard Millennium auditing events Knowledge Transfer, including: o Installation process and configuration o Basic systems management activities including backup procedures o CONTRACTOR Initial Auditable Events definition o Definition of all HIPAA compliant auditable events o Basic use of the reporting system and knowledge transfer Production This phase is intended to install the solution in the production environment. Auditable events will be refined and standard operating procedures will be considered against the audit system. Install PSentinel Software and Linux OS (if required) Build / configure PSentinel System (if required) Review and adjust Millennium auditing events Implement COUNTY specific standards and processes Knowledge Transfer, including: o Systems management activities including backup procedures o Navigation of the GUI o Configuration options and activities System Management Configuration This phase is the final customization step. Once a historical set of audit data has been established, a series of COUNTY use cases and reporting processes will be identified and instrumented as applicable. Define COUNTY-specific exception reports and reports. DELIVERABLES Define automated reporting and exception reporting processes Knowledge Transfer, including: o Definition and setup of automated reporting and exception based reporting Implementation of the PSentinel application into the Millennium Production and Test/Mock environment. Knowledge transfer to COUNTY staff that will allow them to continue the customization process for enabling additional Millennium events. Technical configuration documentation Solution application configuration documentation. System Management documentation.. ASSUMPTIONS For proper knowledge transfer we strongly recommend that the COUNTY be familiar with the core technologies used in this solution. OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

73 0 0 0 All work will be performed at the COUNTY s location unless otherwise noted or agreed upon.. ESTIMATED WORK EFFORT AND DURATION Estimated project duration is 00 hours.. COUNTY OBLIGATIONS AND PREREQUISITES COUNTY obligations and prerequisites listed in Prerequisite section.. COMPLETION CRITERIA This project will be considered complete when the scope of work is completed according to the tasks outlined in this Agreement. G. E-SIGNATURE. SOLUTION DESCRIPTION CONTRACTOR s esignature solution allows patients to sign electronic documents with a handwritten signature or initials on a signature pad, which in turn permanently embeds the signature in an imaged document. This electronic signature capability greatly reduces the time and resources required to print, scan and copy paper documents that require signatures. The esignature solution can be initiated from any Millennium application that uses a Person Management conversation to view\modify patient data, or a Powerform. Electronic forms are presented to the patient via a touchscreen monitor attached to the registration workstation for review. The documents can be zoomed and paged to cover the document content with the patient. After consenting to the document the patient signs a tethered signature pad.. DEFINITION OF PROJECT SCOPE CONTRACTOR will provide DeviceWorks System Integration Consulting services to perform those items found in this Agreement including: Application Consulting and Project Management Services Assistance with esignature configuration options Configuration and implementation of 0electronic forms (forms in additional languages are characterized as a new form) Assistance with Millennium changes required/desired for the esignature implementation Customized Project Plan Regular status meetings Coordination of DeviceWorks System Integration and rd party resources Documentation of configuration decisions Troubleshooting assistance during implementation Onsite conversion support if required. Hardware and Application Server Verification Installation and verification of application server software Verification of end user device software installation at capture stations Setup and configuration of end user devices at capture stations OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

74 0 0 0 Knowledge transfer for application server and end user device setup, configuration and maintenance Electronic forms The default scope of this agreement is to have 0 (thirty) forms configured within the esignature solution. The COUNTY can choose to include additional forms as an additional line item to the original agreement or a separate services agreement.. DELIVERABLES esignature solution installed and configured as outlined in the Definition of Project Scope Knowledge transfer of installation, configuration and operational procedures for maintenance purposes Documentation of installation, configuration and operational procedures Up to 0 (thirty) esignature forms unless additional forms are executed in this agreement. COUNTY OBLIGATIONS AND PREREQUISITES COUNTY obligations and prerequisites listed in Prerequisite section.. ESTIMATED WORK EFFORT AND DURATION Estimated project effort is one day visit for kickoff and forms review and two technical implementation visits consisting of - days each. Approximately two weeks of remote work will be required to complete the forms themselves. The number of servers and number of forms to be set up will determine the exact requirement for the project. Remote support for troubleshooting will be available during the project. Application and project management duration will be the length of the project, estimated to be approximately months. Project management support will not exceed months in total duration and includes one optional onsite visit for conversion support.. COMPLETION CRITERIA This project will be considered complete when the scope of work is completed according to the tasks outlined in this Agreement. H. IQ HEALTH (PATIENT PORTAL). SOLUTION DESCRIPTION The Application Services include a non-exclusive, non-transferable license to the software component PY-0-PKG CONTRACTOR Patient Portal.. CONFIGURATION / SETUP DESCRIPTION As the first step in providing the Application Services, CONTRACTOR will configure and setup the initial infrastructure required for work to begin on COUNTY project. This configuration and setup would include activities such as the initial procurement, installation, and testing of backend equipment, operating system, database, storage equipment, front-end servers, and tools.. DEFINITION OF PROJECT SCOPE CONTRACTOR s Application Services include the following: OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

75 0 0 0 Secure hosting in CONTRACTOR s N+ Technology Center Hardware and maintenance Data Center operations ( x x ) Technical (IT) support Network connectivity to COUNTY site Offsite tape backup Implementation services. CONTRACTOR Technology Center (CTC). The CTC is an N+, dual-fed, redundant data operation intended to provide uninterrupted power and service for CONTRACTOR clients. The CTC is designed to significantly reduce COUNTY downtime. It operates under supervision hours per day, days per week, every day of the year ( x x ). No Responsibility Description. CTC Facility Engineering, Management and Monitoring.. Provide the facility to house all computing and network equipment with highly redundant power sources and environmental controls.. Includes CTC facility equipment design and engineering, with monitoring and management of operating environments; includes multiple uninterruptible power supplies (UPS) and backup generators, computer room chillers and air conditioning systems. Physical Equipment and Environment.. Provide all CTC computing hardware, hardware maintenance and inventory management in support of the software provided by CONTRACTOR. CTC Physical Security.... Includes Physical security with recorded camera monitors throughout key internal and all external access points.... All primary doors are secured and controlled by card access, with biometric readers in high-security areas. Multiple secured access points must be crossed to access the data center floor. Secured doors are electronic fails-secure strikes and backed by emergency power sources.. Network operations. The following paragraphs in this section describe the network infrastructures that must work in unison to provide seamless hosted application delivery to end-users. CONTRACTOR provides and manages the CTC network and communications within the CTC and connecting to the public internet. COUNTY and its clients are responsible for installation, support and management of non- CONTRACTOR provisioned networks, including local network and connection to the public internet. CTC Network Operations The CTC Network Operations encompass all network equipment, consoles and management necessary to support connectivity to the hosted equipment at the CTC. CMS will install, support, manage and maintain this equipment and software in a manner consistent with vendor recommendations and CONTRACTOR best practices. COUNTY Provided Local Area Network/Wide Area Network COUNTY and its client s and User s Local Area Network and Wide Area Network will consist of any communications circuits, WAN termination equipment and Local Area Network equipment needed to connect the end-users to the CONTRACTOR system, including access to the public Internet. These circuits and equipment will be managed and maintained by COUNTY, its clients or Users, including supporting connectivity across the Internet to CONTRACTOR s network. CONTRACTOR will assist COUNTY in troubleshooting issues that may involve COUNTY s network; however, CONTRACTOR reserves the right to charge for the time, materials and travel expenses involved in resolution of problems that are determined to originate within COUNTY s or its client s or User s network. OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

76 0 0 0 No Responsibility Description. CTC Network Operations.. Includes all required network equipment within the CTC, such as routers, switches, load balancers, equipment consoles, and the x x days per year management of same.. Provide connectivity between the CTC and the public Internet. CONTRACTOR Millennium Systems Management. CONTRACTOR s Systems Management Services will provide for the management, security and performance of the computing systems required to operate the CONTRACTOR Millennium application(s). The computing system includes host nodes running the CONTRACTOR Millennium database as well as the CONTRACTOR Millennium bus, communication clients, and interface engine. This aspect of the computing system is commonly referred to as the backend systems, and also includes the storage technology and media. The back-end systems also include the required operating systems (OS) and layered-products necessary for the Millennium environment to operate. The computing system also includes the Microsoft-based application server resources necessary to provide access to the CONTRACTOR Millennium environment and execute the Millennium applications and server requirements to facilitate printing (excluding COUNTY print servers required for and on the COUNTY LAN). In the context of CONTRACTOR s Application Services, this aspect of the computing system is referred to as the front-end systems. The front-end systems also include the required operating systems (OS) and layered-product licenses necessary for the Millennium environment to operate. Lastly, the computing system includes management and monitoring systems and software to monitor and report on system health, security, capacity and availability.. Database Administration. CONTRACTOR will provide the ability to implement and maintain database access, performance and availability in a consistent and efficient manner across all Application Service CONTRACTOR Millennium database environments for COUNTY. COUNTY s responsibility is to maintain the content and integrity of the database. CONTRACTOR will: Install and maintain Database Management System (DBMS) software for the Application Services as defined within this document. Provide the appropriate database management methodologies, resources and tools to manage, troubleshoot, back up and recover the database environments. Monitor and report on database performance and capacity. Provide DBMS storage management. Monitor and manage database security. Applications Management. Applications management is defined as the support required to manage the software application level of the CONTRACTOR Millennium system. In the Application Services model, CONTRACTOR s primary function with applications management is in the areas of Service Package management, application server management, and to monitor and report on application processes.. Interface Management. Interfaces and Documentation: CONTRACTOR to develop new interfaces and provide annual maintenance at its then current fees. OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

77 0 0 0 CONTRACTOR to develop new forms and provide annual maintenance at its then current fees.. Administration and Problem Management. Problem Management is hereby defined as the identification, assessment of impact, reporting, tracking, escalation, notification, and resolution of problems that occur in the CTC services. COUNTY is responsible for maintaining a staffed help desk that will provide the first line of support for its clients and users and data coordination calls. This line of support must be able to distinguish application issues versus connectivity or infrastructure issues.. Training. CONTRACTOR shall provide this following with respect to training COUNTY: Training and curriculum materials, and Two train-the-trainer sessions for the Application Services.. Implementation Services. Services o Implementation of secure messaging o Implementation of view of appointments. o Implementation of request of appointments o Implementation of medication renewal requests. o Implementation of EMR view. The data presented to the patient is determined by the COUNTY. For lab results and documents the COUNTY includes patient viewable data in a custom event set. For problem list, allergies, immunizations and medications the COUNTY determines whether to turn these categories on or off. Current functionality will not allow for the sharing of only partial information within one of these categories. o Ongoing consumer support. Scope of Service o Initial setup includes: Implementation, coordination and project management with COUNTY s IT and clinical staff. Preparation of standard communication materials. COUNTY will be responsible for production and distribution costs. Two days of clinician and train the trainer education sessions. Supplying COUNTY with consumer marketing materials. COUNTY will be responsible for production and distribution costs..0 Data Integration Connectivity o All data sent inbound to IQHealth (Patient Portal) from an external network will pass through the CONTRACTOR secure datacenter. Connectivity will use the existing VPN connection from COUNTY s network to the CONTRACTOR datacenter. o Other VPN solutions or network connections to the datacenter will be evaluated on a case by case basis. o COUNTYs will need to provide technical resources whenever possible to assist with the support of the VPN. OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

78 0 0 0 o Additional hardware and software will be necessary in order to establish connectivity to the COUNTY s EMR and the CONTRACTOR hosted IQHealth (Patient Portal) solution. These costs will be incurred by the COUNTY. Connection Aliasing Includes the build of inbound aliases required for the connections listed in scope. Also includes the necessary build of alias pools including SSN, visit number, personnel and orders identifiers. CONTRACTOR will build aliasing for inbound feeds into IQHealth (Patient Portal). Assumptions/COUNTY Prerequisites COUNTY obligations and prerequisites listed in Prerequisite section. Implementation and Support (Repeated in Prerequisite section as COUNTY prerequisites are mentioned in this section) The following high-level timeline is proposed for this project. The timeline is dependent on PowerChart being fully implemented at the COUNTY site. Key COUNTY responsibilities have also been identified o Project Kick-Off begins in the initial two () months of the project (COUNTY Responsibilities: Execute this CONTRACTOR System Schedule, identify project team, team orientation, participate in oversight, design, and operating policies planning.) o The following tasks occur in the initial two () months of the project: o COUNTY Procurement of necessary web server hardware and sublicensed software. Installation of web server and sublicensed software Testing of web server and sublicensed software. (COUNTY is responsible to procure, install and test web server and sublicensed software). o Build IQHealth (Patient Portal) the following tasks occur in months two (), three () and four () of the project: Scheduling integration Secure Messaging Patient Registration process EMR View (COUNTY responsibilities include: Millennium build, build for the patient registration process, test and assist with troubleshooting). o Plan marketing campaign occurs in months three () and four () of the project. Prelaunch preparation for consumers, physicians, and clinical staff and support personnel (COUNTY Responsibilities: plan internal and external marketing including communication materials and hosting informational sessions). o Conduct system testing occurs in months three () and four () of the project (COUNTY Responsibilities: develop and execute a test script, test and assist with troubleshooting). o Launch marketing campaign occurs in month five () of the project. Launch for consumers, physicians, and clinical staff and support personnel (COUNTY Responsibilities: execute internal and external marketing including communication materials and hosting informational sessions). OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

79 0 0 0 Support and Training CONTRACTOR shall provide the following with respect to support and training for the COUNTY: o Consumer and clinician telephone support available a p Monday Friday CST. o CONTRACTOR will provide clinician training materials o CONTRACTOR will provide the consumer and clinician training at COUNTY s location at no cost to COUNTY. DELIVERABLES Enables patients by making it easy for them to collaborate with healthcare providers Helps solve the top reported complaints of patients that their provider doesn t communicate with them, and that they don t have easy access to their health information. The solution reduces costs and increases efficiency for the sponsoring organization by automating various patient services Cerner Patient Portal strengthens the relationship between sponsoring organizations and their patients I. DISASTER RECOVERY SCOPE (CTS-CSM-P & CTS-P-HCM) PSentinel Enterprise Solution as a Service for Disaster Recovery. SOLUTION DESCRIPTION PSentinel Enterprise Solution as a Services (P SaaS) model for use in the CONTRACTOR hosted Disaster Recovery environment (Powered by SenSage) is a comprehensive, enterprise-level audit logging solution for tracking end user access to confidential patient data -- enabling a capability to audit how patient information is accessed throughout an enterprise. Under HIPAA, provider organizations must implement a system of accountability with regards to how patient information is accessed, used and disclosed.. SERVICE OVERVIEW CONTRACTOR proposes to provide technical consultation services to implement the PSentinel Enterprise solution in a Solution as a Service (SaaS) model for use in the CONTRACTOR hosted Disaster Recovery environment. Advanced configuration of the application is not provided as part of this engagement.. DEFINITION OF PROJECT SCOPE Certain tasks are dependent on the availability of COUNTY technical personnel for verification, testing, and knowledge transfer. CONTRACTOR will identify those COUNTY tasks at the beginning of the engagement to facilitate scheduling and coordination. The following work activities will be performed by CONTRACTOR: Reporting and Project Management OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

80 0 0 0 o Documentation of tasks in the form of a Weekly Status Report o Project Plan updates Disaster Recovery This phase is intended to install the solution for use in the disaster recovery environment. Auditable events will be refined and standard operating procedures will be considered against the audit system. Data will be pulled from the production environment running in a disaster recovery state hosted by CONTRACTOR. o Install PSentinel Software and Linux OS (if required) o Build / configure PSentinel System (if required) o Review and adjust Millennium auditing events o Implement COUNTY specific standards and processes o Implement log adapters for infrastructure application audit logs. o Knowledge Transfer, including: o Systems management activities including backup procedures o Navigation of the GUI o Configuration options and activities Activation In the event a disaster is declared by the COUNTY, COUNTY will notify CONTRACTOR of desire for activation of the P SaaS solution. CONTRACTOR will promptly respond and begin work to activate the system. The P SaaS solution will be active within hours of notification from the COUNTY. Monthly Fees Upon activation of the P SaaS solution, monthly fees will be required. These monthly fees based upon present scope of the COUNTY Disaster Recovery environment will be $,000 per month the solution is active. Expansion or modification to the disaster recovery environment may deem additional P SaaS monthly fees necessary. CONTRACTOR will discuss in good faith impacts to environment and will work with the COUNTY on amending the scope associated with the P SaaS solution. Test Activations (CTS-P-HCM) Test activations represented on the part # CTS-P-HCM within this contract can be performed with appropriate notice from COUNTY. CONTRACTOR requests a minimum of weeks notice prior to test activation. Test activations are recommended to be performed in conjunction with CernerWorks test activations of COUNTY s Disaster Recovery environment. Within this contract, CernerWorks plans (one) test activation of the Disaster Recovery environment per year for the year term; (one) test activation of the P SaaS solution has been included per year for the year term. Should additional P SaaS test activations be desired, these may be purchased on a separate agreement for the price of $,000 per test activation. Migration Services In the event a disaster is declared and the COUNTY s Disaster Recovery environment and P SaaS solution activated, additional services will be required for the migration of the P SaaS data into the COUNTY s restored COUNTY Hosted P environment. These services will vary based upon the amount of audit data needing to be migrated as a result of the time period the Disaster Recovery environment has been in productive use. OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

81 DELIVERABLES Implementation of the PSentinel SaaS running in the COUNTY s CONTRACTOR hosted Disaster Recovery environment. Knowledge transfer to COUNTY staff that will allow them to continue the customization process for enabling additional Millennium events. Technical configuration documentation. Solution application configuration documentation. System Management documentation.. ASSUMPTIONS For proper knowledge transfer we strongly recommend that the COUNTY be familiar with the core technologies used in this solution.. ESTIMATED WORK EFFORT AND DURATION Estimated project duration is 0 hours.. SCOPE OF SERVICES CONTRACTOR s Application Services include the following: Secure hosting in CTC designed to provide uninterrupted services. Hardware, Third Party Layered Software is included. Network connectivity to COUNTY site for CONTRACTOR hosted systems, or Internet Connectivity for COUNTY hosted systems. Backup of critical systems data Audit Logs and Customized Reports. Ongoing technology and software upgrade services for the Application Services. CONTRACTOR s Responsibilities Provide the hardware, Third Party Layered Software, storage, backups, and secured connectivity presence to the Internet and management services necessary to provide the hosted Application Services. Routine system maintenance requiring downtime (as needed) will occur Sundays between :00 a.m. and 0:00 a.m. (Central Time); this required downtime may affect the availability of the CONTRACTOR hosted Disaster Recovery environment. Web Based Training defined as a training session delivered via the web for COUNTY identified users of the Application Services. One () Web Based Training session will be provided by CONTRACTOR.. COUNTY Responsibilities Procure, install, maintain, manage, and provide internet connectivity to all pertinent COUNTY site devices which meet CONTRACTOR minimum system requirements (e.g. user workstations, audit source systems and audit system listener) Identify and authorize users for using the reporting of the Application Services. Define and maintain audit configuration in the source system, monitor and manage the process used to send data to CONTRACTOR. Identify primary COUNTY contact to work with CONTRACTOR. J. DISASTER RECOVERY SCOPE (CTS-DRIMPCERNER) Disaster Recovery Implementation. SERVICES OVERVIEW 0 OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

82 0 0 0 CONTRACTOR Corporation will employ its healthcare IT expertise, systems knowledge and technical resources to deliver a Disaster Recovery (DR) solution for HNA Millennium applications. The service will provide COUNTY the necessary resources to establish and maintain a reliable disaster recovery solution without the high cost of maintaining and securing additional IT facilities and infrastructure. Under this model, COUNTY will subscribe to CONTRACTOR's DR services provided at the CTC. The CTC is a secure facility that provides a highly available HNA Millennium computing and network operating environment. This facility houses the hardware, IT expertise, security and connectivity necessary to provide COUNTY with a DR solution. CONTRACTOR's DR solution will ensure the availability of mission critical systems with the highest level of security and performance. The application processing and data storage are hosted at the CTC and are maintained by a group of CONTRACTOR system experts. CONTRACTOR will manage and staff for system maintenance, backups, upgrades, and provides customer assistance. In the event of a disaster declaration, CONTRACTOR will monitor the system to ensure high performance and to identify potential issues before they arise. CONTRACTOR s DR model is based on a monthly support subscription fee. For this fee, CONTRACTOR will house and maintain a copy of COUNTY s production HNA Millennium database and code warehouse as well as manage connectivity from the CTC to the specified COUNTY location. Connectivity includes all networking equipment supplied by CONTRACTOR and located at COUNTY site. Upon disaster declaration, CONTRACTOR will make available the appropriate computer equipment required to run the production domain, as described in fee assumptions (see Section ). At that point, CONTRACTOR will manage the hardware, software domain, and Millennium environment.. DEFINITIONS As used in this CONTRACTOR System Schedule, the following terms have the meanings set forth below. Terms not otherwise defined herein have the meanings set forth in the Agreement. Disaster A significant event making the COUNTY hosted production hardware inoperable. Disaster Declaration Disaster Declaration is point in time in which COUNTY has communicated in a live telephone conversation that a Disaster has occurred and Recovery processes will be invoked. Recovered The point in time when users have the ability to access the activated Disaster Recovery (DR) production system (N configuration, not N+ nor H/A): The functionality available to COUNTY prior to the Disaster event is available for use by COUNTY and is operating with the exception of the solutions listed in Excluded Solution paragraph of section. Available historical data has been recovered for COUNTY s use with the exception of: data created within the COUNTY s Recovery Point Objective (RPO), and data inherently lost as a result of database corruption. Recovery Point Objective (RPO) The point in time (prior to the outage) to which data will be restored. OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

83 DEFINITION OF PROJECT SCOPE AND DELIVERABLES CONTRACTOR will propose to provide technical consultation services to implement an automated disaster recovery solution for COUNTY s UX or VMS based Millennium system using Oracle G (or applicable more current version) Standby Database hosted from the CTC. This scope of services section defines the scope and responsibility of each party in completing this implementation and providing the ongoing solution. The current implementation scope will provide the following components: Final scoping and requirements analysis/design Establish WAN connectivity between the CTC and COUNTY s facility Review COUNTY IP address configuration Implement all required hardware to support COUNTY Standby Database at CTC Create and test a standby database at CTC for COUNTY s PROD environment including receiving and applying online redo logs Establish hour lag for applying of redo logs (or mutually agreed to alternative lag timeframe) Modify and implement (DR Move) scripts that will be used for Millennium code sync on the VMS or UX nodes Create DR Citrix farm at CTC with COUNTY configuration Implement NT sync process (including Citrix, Charting and RRD servers) Provide Print Services environment for Millennium printing Create/implement operational DR procedures for PROD environment (including failover/fail-back) Create and provide DR documentation (Operations Guide, Disaster Declaration procedures) Complete successful test of fail-over and fail-back of COUNTY PROD or MOCK environment Create and provide documented Service Level Arrangements including necessary Change Control procedures required to maintain the DR environment Manage and maintain DR configuration at the CTC Create regularly scheduled backup copy of standby database.. DR SERVICES CAPACITY SCOPE LIMITS AND SCOPE EXPANSION FEES DR Services Fees are based on the Capacity Scope Limits defined in Table below: TABLE : Capacity Scope Limits Metric Limit Production Domains () Backend Hardware () UX CPU s (Note CPU s are Processor Cores for scope purposes.) Disk Space (Prod Database) (.0) Terabytes Concurrent Logons (Peak) (00) Concurrent Logons Chart Servers (Single CPU) () Chart Server Telco Connections () Mbps Connections Capacity Metric Descriptions: OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

84 0 0 0 Production Domains: Number of Production Domains Supported by DR Solution Backend Hardware: Upon disaster declaration, CONTRACTOR will activate the contracted amount of backend hardware capacity. The actual backend hardware capacity activated will meet or exceed the performance of what has been contracted for. (Note Backend hardware capacity provided may not be the identical model, configuration, processor type and speed, etc., but will be comparable hardware that will meet or exceed performance of contracted capacity.) (While in standby mode, a small node will be allocated for receiving redo logs.) Disk Space: Amount of disk space required for production database. Concurrent Logons: Front-end peak concurrent logons (e.g. Citrix). In the event of a disaster, CONTRACTOR will activate an appropriate number of Front End servers to support contracted number of peak concurrent logons. Chart Servers: Upon disaster declaration, CONTRACTOR will activate the contracted number of chart servers. Telco Connections: Number and Capacity of Telco Connections from CTC to COUNTY. Connections are typically Frame Relay or ATM. (Bandwidth sizing is an estimate, based on estimated peak redo log sizes and concurrent logon assumptions documented within this CONTRACTOR System Schedule. Actual bandwidth requirements may vary depending on variables such as; size and frequency of redo logs, interface traffic, or level of circuit redundancy required. If bandwidth requirement/configuration is increased, monthly fee will be increased accordingly.) There will be an opportunity to review capacity scope assumptions on a periodic basis (no less than once per year) and, if necessary, increase the Hot Site Standby fees and Hot Site Production fees to reflect additional capacity and/or changed configurations. This CONTRACTOR System Schedule covers only the items identified herein. This scope is limited to the CONTRACTOR Millennium application residing/processing on VMS, UX, or AIX Backend nodes and specifically does not include add-on solutions such as PowerInsight, Millennium Objects, CAMM, MMF, Patient Keeper, CareMobile, CONTRACTOR Classic, etc.. Please see full list in Included Solutions and Excluded Solutions paragraphs of this section. Scope of Use Expansion: In the event COUNTY needs expand the capacity Scope of Use of this CONTRACTOR System Schedule or chooses to purchase additional services beyond those services set forth in this Agreement, or, CONTRACTOR will assess the financial implications and work with COUNTY to formalize the financial implications. Any agreed upon additional services or fees shall be documented in an Arrangement Letter or CONTRACTOR System Schedule. Growth in System Requirements: COUNTY may expand its Capacity Scope of Use Limit (for Disaster Recovery Services in this Agreement) by paying the applicable additional Disaster Recovery Service fees as set forth below: Metric Description Extending Scope of Use Limit by One-Time DR Services Fees Additional Monthly DR Services Fees OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

85 0 0 0 Processor (Processor Type as defined () Processor $,00 $00 in Capacity Scope of Use Section above) Disk Space (00) Gigabytes $0 $0 Concurrent Logons (00) Concurrent Logons $00 $00 Chart Server (Single CPU) () Server $00 $0 Telco Mbps per Circuit Expansion or additional new circuits will be priced on case by case basis TBD $TBD $TBD In addition, if Scope Expansion pricing is applicable, the Disaster Declaration Fee and Weekly Hot Site production fees will be increased by the same proportion (%) increase as the percent (%) increase in the Hot Site Standby Monthly Fee. Solutions: The solutions CONTRACTOR plans to recover in the event of a disaster are noted in the section entitled In-Scope Solutions below. CONTRACTOR s ability to recover these solutions is based upon the information and metrics provided in sizing the Disaster Recovery system. Should changes occur to the production system without also notifying CONTRACTOR as noted above for Scope of Use Expansion, CONTRACTOR s ability to recover the COUNTY s production system will be limited. Included Solutions: Access Management CapStone (Access Management) CareNet (Clinical Documentation) CONTRACTOR Ambulatory Open Engine Open Port Interfaces PathNet Patient Accounting PowerChart Charting XR HIM Excluded Solutions: Database Migrations High Availability Solutions Knowledge Solutions Learning Services Olympus Alerting Recovery Manager WTS Location Toolkit CAMM P P SaaS is included separately CPDI Dragon eprescribe OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

86 0 0 0 Enterprise Appliance servers PI Explorer Health Sentry Patient Portal CONTRACTOR Hub. COUNTY OBLIGATIONS Ensure hardware required for the proposed services or installation is available and operational and provide access to Cerner Corporation Designate a representative to be the project manager. This individual will be the focal point for CONTRACTOR relative to this project and will have the authority to act on COUNTY s behalf in matters regarding this project Provide the performing CONTRACTOR Associate root access to the systems being serviced as needed for application and database level DR toolset configuration and operation Ensure all host definitions have been generated and are available for connection Provide all necessary host interface information, including, but not limited to destination address, local adapter address, exchange ID, and remote and local LU names, etc Provide appropriate operator guidelines for any requested equipment that will be used in the configuration and connection process. Provide suitable workspace for the Cerner Corporation Associate(s) with phone access during project if applicable Approve the content and completion of the testing Authorize CONTRACTOR to install the DR related code on to production servers when authorized COUNTY staff has validated appropriate work plans Provide space and power for all required network equipment Upgrade to required prerequisite of Oracle g or higher Ensure HP-UX. (or higher) operating system release is in production Fully implement Citrix as the thin COUNTY desktop solution Ensure network infrastructure is in place to facilitate remote connectivity Manage firewall between COUNTY site and CTC Ensure demonstrable Change Control process is in place for COUNTY Prod environment. INITIAL IMPLEMENTATION The Initial Implementation will involve all activities related to the setup, configuration and testing of the DR Solution. The Initial Implementation will consist of the following steps:. COUNTY ASSESSMENT AND SIZING The initial Setup phase will ensure that the proper communications and computer equipment are in place to support the Disaster Recovery Service. This will involve the following activities: Assess COUNTY system to insure compatibility with the DR solution. Size, order, and implement the circuits and equipment required to connect COUNTY facility to the CTC. OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

87 0 0 0 CONTRACTOR acquisition of the hardware necessary to support the initial setup and operation of Disaster Recovery.. DR SOLUTION CONFIGURATION AND VALIDATION TESTING A component of the initial implementation will include a validation process to ensure the successful ability to execute the DR solution.. PRODUCTION ENVIRONMENT CONFIGURATION AND TESTING The production environment will be configured to provide the permanent DR solution. One simulated disaster test will be performed during the production environment testing component of the Implementation phase using the Production environment located at the CTC. Optionally, COUNTY can choose to perform a graceful fail-over test as part of the implementation phase. A graceful fail-over test requires that the COUNTY s production domain take a scheduled down-time in order to capture all data up to the point the source Millennium domain is brought down. Note many true disaster scenarios will not offer the time required for a graceful switch-over to the DR environment. The benefit from this test is considered minimal but is available if COUNTY chooses this level of activation testing. i) Validation Testing of PROD Environment: COUNTY is responsible for performing integration testing of the production environment located at the CTC. COUNTY is responsible for insuring that the production environment located at the CTC performs identically to the production environment located at COUNTY site (within the DR scope limits). The following items will be confirmed: Data integrity is maintained Millennium functionality is consistent Ancillary functions, such as printing and interfaces perform as expected ii) Production testing includes one () Simulated Disaster tests: Simulated disaster CTC staff members will execute all necessary steps to activate the standby environment as COUNTY s production environment. This activity will have no impact on COUNTY s production environment. This environment will then be available for members of COUNTY team to execute appropriate testing activities. 0. DISASTER RECOVERY SOLUTION OPERATIONAL MODES There will be two () primary modes of operation once the Disaster Recovery Service has been implemented. Steady State (i.e. Hot Site Standby Mode) operations are all services required to keep the standby environment synchronized and ready to serve as COUNTY s production environment. Disaster Mode (i.e. Hot Site Production Mode) is the activation of the standby environment as COUNTY s production environment. During this time, the COUNTY s production system will be running at CTC. Upon completion of recovery back to COUNTY site (i.e. production running at COUNTY data center), the Disaster Recovery Solution returns to Standby Mode. o Recovery will involve the effort (i.e. professional services) required to switch COUNTY s production environment back to COUNTY s data center. Certain tasks, as documented below, will be CONTRACTOR tasks during recovery OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

88 0 0 0 and are covered by the base disaster fees. Any requested Services outside those define in this document are billed on a time and materials basis.. STEADY STATE MODE (I.E. HOT SITE STANDBY MODE) Once the Initial Implementation is complete and tested, the DR solution will move to the Steady State Phase. The primary activity of this phase will be the ongoing synchronization of the standby system located at the CTC with the production environment at COUNTY site. (See Section. DR Operational Modes - Responsibility Matrix for addition detail) Millennium Upgrades WAN Circuits for CONTRACTOR DR solution are designed for average peak volumes on normal business days. Millennium upgrades can produce archive log volumes many times that of a normal business day in a short period of time. Still, the archive logs can only be moved as fast as the circuit will allow. During an upgrade, it is the COUNTY s responsibility to increase the archive log destination to hold the logs until all logs can be transferred to the DR system in the CONTRACTOR data center. The RPO objective of -0 minutes will not apply during the upgrade period.. SYSTEM MANAGEMENT AND MONITORING In addition to the automated synchronization and manual change control, CernerWorks (CONTRACTOR s managed services division, which provides Remote Hosting services to COUNTY) will provide the following system management and monitoring services of the standby system: Monitoring of system hardware Daily confirmation of all automated updates to the standby environment Electronic notification of archive log failure Disk space monitoring Network monitoring Periodic backup on standby database. DR SYSTEM VALIDATION OPTIONS Validation testing will be performed to insure the readiness and soundness of the standby environment. The monthly recurring fees will include the number and type of activation tests per year, as defined in the Monthly Recurring Fees section of this CONTRACTOR System Schedule. If additional Level or Activation Tests are required, there will be an additional fee. i) DR Solution Graceful switch over Activation This test will use a graceful switchover from COUNTY production environment to the DR system at the CTC and can be used to validate the core components of the DR solution and the activation process. The graceful switchover test offers a validation of retrieving all data from the source production domain through the point in time when the database is shutdown. Performing a graceful shutdown of the production database allows all data to be completely written to the database. The environment at the CTC is activated, made available to COUNTY, and tested. In this scenario, both databases are identical and no data is lost. To ensure continued availability of the DR solution, a separate copy of the DR database will be created at CTC and used for the test activation. End users will not be moved over to the DR OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

89 0 0 0 environment for this test. When all data has been transferred to CTC and the database can be opened, the source production environment can be brought back up for end user access. ii) DR solution Activation This test will be performed to validate the core components of the DR solution and the activation process. These core components are the database and the code warehouse for the back-end as well as the front-end systems. To ensure continued availability of the DR solution, a separate copy of the DR database will be created at CTC and used for the test activation. This level of activation testing does not require a down-time for the source production environment and will not affect end users in any way. In the event COUNTY and CONTRACTOR identify issues during the test activation that warrant a re-test, COUNTY and CONTRACTOR will work together to reschedule an additional test activation. If the cause of the testing failure is the fault of CONTRACTOR, the subsequent retesting event will be performed at no additional fees. If the cause of the testing failure is not due to the fault of CONTRACTOR, COUNTY can request a subsequent retesting event for $,000. DISASTER MODE (I.E. HOT SITE PRODUCTION MODE) In the event COUNTY can no longer access their on-site production environment, the CONTRACTOR DR solution will be activated. This is known as Disaster Mode. In this mode, COUNTY s production environment will be located at the CTC and CONTRACTOR will act as COUNTY s data center and IT support staff. (See Section. DR Operational Modes - Responsibility Matrix below for addition detail) i) Disaster Declaration The Disaster Mode is initiated by a disaster declaration from COUNTY. COUNTY may break the disaster declaration into two phases. The phases are described in the following table: Phase The Pre-Disaster Alert (optional) This phase puts CTC on alert that COUNTY is addressing an issue that could result in a Disaster Declaration. The notification insures that all necessary CTC personnel are readily available to support COUNTY in the event of a disaster declaration. Phase This phase involves the activation of the standby database as COUNTY s production environment.. MAINTAINING DISASTER MODE Once COUNTY is running in Disaster Mode, the responsibility for management of COUNTY s production environment will shift to CONTRACTOR. Ongoing communication will be essential to successful disaster mode operations. A minimum of one conference call per day will be required during the first week of the disaster operation. COUNTY will be responsible for these telecommunication charges. After the first week of operations, COUNTY and CONTRACTOR will determine the future communication schedule. This schedule is dependent upon: Number of unresolved issues Estimated length of time in Disaster mode Availability of COUNTY resources OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

90 CODE FREEZE A code freeze of a minimum of thirty (0) days will be in effect. The code freeze will begin day one () of Disaster Mode operations. This code freeze is intended to allow system operation to stabilize. Exceptions will be made if they meet one or more of the following criteria: it is determined that patient care is compromised COUNTY is impacted financially system stability is in question The termination of the code freeze at the end of the thirty (0) days will be a mutual decision between CONTRACTOR and COUNTY site. Once the code freeze has been lifted, COUNTY will abide by CernerWorks change management procedures. In addition, a domain strategy will be formulated at that time.. DR OPERATIONAL MODES - RESPONSIBILITY MATRIX MODE CONT RACT OR OWNER Number Responsibility Description Steady State DR Mode COU NTY. CTC Facility Environment.. Provide the Technology Center facility required to house the computing X X X and network environment.. Provide the Technology Center hardware X X X.. Manage, monitor and control the CTC X X X.. Provide UPS/temperature-controlled environment for CONTRACTOR X X X equipment at COUNTY site (e.g. network equipment, RRD servers, etc.).. Provide appropriate rack space for CONTRACTOR equipment at X X X COUNTY site. CTC Facility Management and Monitoring.. CTC power monitoring for generator X X X.. Monitoring of Chiller system for pressure, temp, alarm and standby X X X.. Monitoring of electrical room for moisture, UPS availability X X X.. Monitoring of CTC computer room air-conditioning units, including air X X X conditioning, power, moisture, humidity and temperature.. Monitoring of CTC Auto Transfer Switches. Monitors and activates X X X UPS/generator system as incoming power dictates... Monitoring and control of the Technology Center X X X.. Facility operation and maintenance X X X. CTC Physical Security.. Camera monitoring is provided throughout the data center and exterior X X X entries. Multiple cameras provide views of the data center and all access points, which are visible at all times to the on-site operators.. All cameras continuously record to tape for future viewing and investigation... All primary doors are controlled by card access, with biometric readers in X X X high-security areas. Multiple access points must be crossed to access the data center floor... All secured doors are electronic fail-secure strikes. All door hardware and X X X monitoring are backed by emergency power... Access to host facility is site-restricted via a badge-activated access X X X system which is controlled by CONTRACTOR s security personnel.. Entry/exit points of service center are monitored via closed-circuit TV X X X. CTC Network Operations.. All required network equipment within the CTC, such as routers, X X X switches, load balancers and consoles.. Network management of hardware and software, including routers, X X X switches, load balancers and firewalls.. Redundant power circuits and power distribution X X X.. x x on-site network support with level and backup available X X X OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

91 0 0 0 MODE CONT RACT OR OWNER Number Responsibility Description Steady State DR Mode COU NTY by pager.. Monitoring CONTRACTOR-provided applications response time, X X X including round trip latency.. Network management, support, installation, and configuration of X X X CONTRACTOR-provided WAN circuits and WAN equipment. CONTRACTOR-Provided Wide Area Network (WAN) Communications Network Operations.. Hardware to terminate the CONTRACTOR-provided WAN and provide X X X secure connection at the CTC and COUNTY location. This will include routers, switches, out-of-band management... Network management including monitoring systems, device management X X X and polling systems... Monitoring of CONTRACTOR-provided network routers, including X X X utilization, memory, exception reporting, syslog, configuration management, ACL hits/denies.. Monitoring of CONTRACTOR-provided WAN links ups/downs, error X X X thresholds, bandwidth, CIR packet flow/loss.. Cost of communications circuit(s) from the CTC to COUNTY location. X X X.. UPS protection for CONTRACTOR-provided circuits and equipment. X X X Two separate power circuits are required... Analog (POTS) line for out-of-band management X X X X X X.. Internal Local Area Network switches, routers or firewalls required to attach to the CONTRACTOR-provided equipment to facilitate communications to end users, printers, foreign systems, medical devices or other COUNTY- owned equipment.. Rack space for WAN termination equipment X X X..0 Monitoring of COUNTY Gateway ups/downs, router, switch, power X X X. COUNTY Local Area/Wide Area Network Operations.. Network management, support, installation, and configuration of X X X COUNTY-provided WAN circuits and WAN equipment.. Network management, support, installation, and configuration of X X X COUNTY LAN infrastructure.. Management of network printers, terminal servers, PCs, terminals or X X X other COUNTY-side equipment. Hardware and Software Acquisition and Provisioning.. Provide back-end computing systems consisting of CPU, memory and X X X data storage required to operate the Millennium production environment... Disk space to house COUNTY production database, plus one-year s X X X growth at rate determined at project kick-off... Provide Operating System and layered-product software licenses for X X X back-end systems required to operate the Millennium production environment... Provide front-end computing systems necessary to facilitate COUNTY X X X access to the Millennium production environment... Provide Operating System and layered-product software licenses for X X X front-end systems required to operate the Millennium production environment (excluding Citrix licenses)... Provide systems and software necessary for CernerWorks to manage and X X X monitor back-end and front-end systems... Provide servers required for charting and front-end Millennium printing. X X.. Provide servers, modems, digi-boards, and phone lines required for X X X Remote Report Distribution... Provide systems required for COUNTY access to COUNTY s Local Area X X X Network (e.g. local authentication, primary/backup domain controllers) and other non-millennium functionality...0 Provide systems required for COUNTY local printing from non- X X X Millennium applications.. Management and Monitoring 0 OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

92 0 0 0 MODE OWNER Number Responsibility Description Steady State DR Mode CONT RACT OR COU NTY.. Apply OS and layered-product service packs to front-end and back-end X X X systems as required to maintain system health, security, availability and capacity... Monitor the computing systems ( x ) to report and alert on X X X compromised system health, security, availability and capacity... Reboot back-end and front-end computing systems on a recurring X X X schedule to optimize performance of the computing environment.. Monitor charting application services (Charting and Remote Report X X X Distribution) for successful completion... Resubmit and/or reroute any failed print jobs. X X X.. Monitor Remote Report Distribution (RRD) environment (POTS X X X connectivity, modem status and power). Security Administration.. Provide system software and hardware security controls. X X.. Monitor system security errors, exceptions and attempted violations as X X dictated by standard procedures... Host facility physical security measures and controls X X X.. Secure backup media with check-in and checkout procedures X X.. Store COUNTY s backup media in a manner that will protect the X X confidentiality of the data stored on them and ensure that the data remain COUNTY s property.. Run and monitor continuous intrusion detection software on both host and X X network-based systems.. Provide secure environment for on-site and off-site storage for backups X X.. Virus detection and correction as required X X.. Provide corporate IT Security Manager to monitor and enforce security X X procedures and resolve exception report issues...0 Provide logical security using lockdown procedures post production X X.. Assign and manage accounts for COUNTY users to access systems X X X.. Designate assigned security representative to ensure personnel have X X X appropriate access and be responsible for review of access controls, etc..0 Third-Party Software.0. Purchase of database software and ongoing software maintenance fees. X X X.0. Provide DR licenses for Citrix X X X. Software Installation and Upgrade.. Installation, management, and upgrading of database software necessary X X X to support Millennium on systems located at CTC in conjunction with COUNTY production system... Certification of environment after database or other software upgrade. X X X.. Perform refreshes to standby database as needed X X. Performance Management and Monitoring.. Monitor database alert logs. X X.. Monitor database number of extents remaining. X X.. Monitor database free space. X X.. Monitor database free space deficit. X X.. Monitor database instance status. X X.. Monitor database lock conflicts. X X.. Monitor database rollback segment for extents left. X X.. Monitor database percent of space available in rollback segment. X X.. Monitor percent of space available in table space. X X..0 Monitor status of TNS and BEQ listeners. X X.. Reorg/defragment Database objects/table space X X.. Analysis and tuning of RDBMS processes X X.. Monitor basic database performance characteristics such as SGA and I/O X X.. RDBMS resource monitoring X X.. Monitor and manage file and table space X X.. Purge and archiving X X X.. Operations jobs required to maintain database relationships X X X OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

93 0 0 0 Steady State MODE Number Responsibility Description DR Mode. Backup, Restore and Recovery on DR systems at the CTC.. Perform system backups nightly, weekly, and monthly as specified in X X X standard backup procedure.. Tape rotation X X X.. Verify backup logs X X X.. Maintain and document backup requirements X X X.. Coordinate offsite storage functions, including logging, tracking, X X X labeling, ordering, receiving and sending tapes.. Restore system data as required X X X.. Define system-wide recovery and backup requirements X X X.. Schedule and test routine recovery procedures X X X CONT RACT OR OWNER.. Perform the required frequency of replacement for all tape disks in X X storage..0 Backup of COUNTY-based PCs and servers located at the CTC X X X.. Verification of restored environment. X X X. Service/Distribution Package Management.. Provide Certification domain as required X X.. Perform back-end special instructions for Service/Distribution Package X X X loads.. Perform front-end special instructions for Service/Distribution Package X X X loads.. Monitor software notifications (i.e. flashes, advisories, CKN, etc.) for X X X issues related to patient care, financial burden, or performance.. Request Service/Distribution Packages as needed to keep system at a X X X supportable level (as defined above).. Perform application special instructions for Service/Distribution Package X X X loads as needed.. Perform Service/Distribution Package certification guidelines as needed X X X.. Test Service/Distribution Packages/application enhancements, fixes, and X X X upgrades and ensure the integrity of the resulting data... Perform and manage the process for local installations of the Millennium X X application on COUNTY PC s. Monitoring tasks.. Monitor application servers for appropriate number/ups/downs X X.. Monitor orphaned journal transactions X X.. Monitor chart request maintenance X X X.. Verify chart status X X X. Audit reports and logs.. Review/monitor audit reports and logs X X X.. Perform COUNTY audits/reports/tools X X X. User accounts.. Establish ongoing setup and maintenance of user accounts for Millennium products COU NTY X X X. Maintenance Activities.. Cycle application servers as needed X X.. Maintain Windows Terminal Server (WTS) locations database X X X.. Maintenance of fax stations X X X.. Perform event code/event set changes as required X X X.. Provide and maintain application-specific security such as task access, X X X positions, and role setup.. Train end users on application X X X.. Maintain information as necessary in Device Viewer X X X. Millennium Software Operations (Opsview Monitor, Opsview Scheduler).. Perform Daylight Savings Time management activities on equipment located at CTC. X X X.. Notify COUNTY help desk of issues found that affect service X X.. Set up and review purges and operations jobs. X X X OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

94 0 0 0 MODE CONT RACT OR OWNER Number Responsibility Description Steady State DR Mode.. Run/review Millennium operations. X X X.. Add/remove operations jobs. X X X.. Monitor operations for successful completion. X X X.. Restart production jobs as required. X X X.0 Interface Monitoring.0. Monitor CONTRACTOR inbound/outbound interface queue counts and over-threshold alarms.0. Monitor CONTRACTOR inbound/outbound cycle times X X.0. Monitor FSI connectivity X X X.0. Monitor MDI connectivity X X X. Interface Management.. Notify COUNTY help desk of issues found that affect service. X X.. Notify CernerWorks when cycling interface or of known ups/downs X X.. Cycle MDI interface as necessary X X X.. Review posting logs X X X.. Review error logs X X X.. Notify CernerWorks help desk of issues found that affect service X X.. Operation and maintenance of FSI X X X.. Operation and maintenance of MDI X X X. Change Management.. Provide and maintain an automated change management system for the centralized reporting and tracking of manual changes made by CONTRACTOR personnel. X X X X X.. Conduct scheduled change management meetings. X X X X.. Attend scheduled change management meetings. X X X X.. Provide a weekly maintenance window. X X X.. Allow for a weekly global maintenance window. X X X.. Notify CernerWorks of planned outages on COUNTY side. X X X.. Designate at least two individuals responsible for signing PECA forms. X X X.. Notify CernerWorks of changes to COUNTY production environment X X X.. Certify all changes prior to moving them to production. X X X..0 Test application enhancements, fixes, and upgrades and assure the X X X integrity of the resulting data... Provide and maintain authorization list for disaster declaration. X X X.. Provide a single point of contact for change management activities. X X X X. Problem Management.. Provide and maintain a method for proper escalation of problems within CernerWorks management X X X.. Log all incidents and problems in accordance with documented processes. X X X.. Maintain ownership of all problems related to DR services through closure or until mutual agreement that the problem is not within DR s scope of responsibility. X X X.. Provide appropriate contact numbers or other information necessary to X X X communicate with key Technology Center support staff... Perform post-mortem reviews on problems that affect DR availability, X X X including root cause analysis if possible... Notify COUNTY of issues found that affect DR service. X X X.. Staff operations x. X X X.. Provide on-call technical staff x. X X X.. Ensure proper notification and escalation in accordance with standard operating procedures..0 Assign IT Coordinator for primary contact by CONTRACTOR Technology group as per CONTRACTOR standard escalation procedures. X X X COU NTY X X X.. Provide and maintain a method for proper escalation of problems within X X X COUNTY s management.. Maintain COUNTY Help Desk to provide first line of support for users X X X. Service Management OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

95 0 0 0 MODE OWNER Number Responsibility Description Steady State DR Mode CONT RACT OR COU NTY.. Create Incident Reports for outages. X X X.. Maintain inventory of installed products. X X X.. Provide COUNTY with detailed reporting and statistics on reported problems. X X. RECOVERY BACK TO COUNTY DATA CENTER - RESPONSIBILITY MATRIX The following shows major project tasks and the responsible party associated with a recovery project. In addition, COUNTY is responsible for all additional tasks associated with recovery and operation of production processing at COUNTY data center. OWNER Number Responsibility Description CONTRACTOR COUNTY. Provide backup of back-end CONTRACTOR code warehouse.. Provide backup of front-end CONTRACTOR code warehouse.. Provide RMAN backup of production database.. Send remaining production redo logs from production database at CTC to system located at COUNTY site.. Configure COUNTY production running at CTC to send Database archive logs to system located at COUNTY site.. Perform cold backup of COUNTY production database located at CTC.. Perform backup of COUNTY production back-end CONTRACTOR code warehouse located at CTC.. Perform backup of COUNTY production front-end code warehouse located at CTC.. Apply redo logs to COUNTY site production database..0 Place production database located at COUNTY site in production mode.. Perform graceful shutdown of production system located at CTC and logs at designated time. Install and configure operating system on COUNTY site backend system(s).. Restore back-end CONTRACTOR code warehouse on COUNTY site back-end system(s).. Install and configure operating system on COUNTY site front-end system(s).. Restore front-end CONTRACTOR code warehouse on COUNTY site file share and system(s).. Create COUNTY site production and non-production domain(s).. Restore RMAN backup to COUNTY site production database.. Apply archive logs to COUNTY site production database. X X X X X X X X X X X X X X X X X X OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

96 0 0 0 OWNER Number Responsibility Description CONTRACTOR COUNTY.0 Startup of CONTRACTOR environment and release to user community..0 Verification of restored environment.. DISASTER MODE ESTIMATED ACTIVATION TIME CONTRACTOR will develop and maintain a disaster recovery process and configure the alternate data center, hardware, network and related components to successfully activate the Production Domain within six () hours, excluding COUNTY Responsibilities (i.e. if there is a dependency on COUNTY to perform a COUNTY Responsibility before CONTRACTOR can proceed to the next step in the disaster recovery process, the time COUNTY uses to perform their COUNTY Responsibilities shall be subtracted from the overall calculation of activation time). Please see COUNTY Responsibilities outlined in section 0 DR Activation COUNTY Responsibilities. The time required to activate the DR system and make it available for COUNTY use may vary due to several factors (e.g., some tasks are executed by the COUNTY; others depend on the size of the database, etc.). CONTRACTOR will use commercially reasonable efforts to restore production systems to full capacity. For purposes of tracking Disaster Activation Time, the Disaster start time will begin at the time of Disaster Declaration. The Disaster mode Activation end time will be the point in time when users have the ability to access the activated DR production system. All available information will be recovered. The estimated RPO for Hot Site DR services is -0 minutes of data loss. The following list shows sequence of events, details which events will occur in parallel, and the estimated time these tasks are expected to require within the hour RTO: Window of time for situation assessment and disaster declaration Add node capacity (0 minutes) Configure and activate systems o Configure Citrix farm (0 minutes per server, all servers done in parallel) o Configure Chart Servers (0 minutes per server, all servers done in parallel) o Apply archive logs to standby database (Time depends on size of archive logs and standby database lag interval [approximately 0-0 seconds per archive log]. This is done in parallel with Citrix and Chart Server configuration) Activate and backup database (backup time depends on size of database, approximately GB per minute). This step has been factored into the hour RTO. Allow users on the system COUNTY specific estimated activation time will be developed during the initial implementation phase. The estimated activation time will be derived, based on COUNTY specific factors and details finalized during the implementation phase. 0. DR ACTIVATION COUNTY OBLIGATIONS X X OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

97 0 0 0 COUNTY responsibilities after a disaster has been declared and the decision to activate the DR domain is made: Networking alter any DNS settings to allow end users to connect to a different location (this will be discussed and planned during the project phase) Fat COUNTY device updates these devices connect directly to the BE system so they will need configuration updates to reach a new IP address. Start communicating to end users that the DR environment will be accessed along with any needed instructions for access and function limitations (bolt-ons). Testing of DR domain once activated super users to perform a level of testing that they are comfortable with to ensure all functionalities are operating as expected. This usually includes a high level application test of major functions (not full integration testing), spot check of print devices, all end user access methods (CTX, web-based solutions, fat COUNTYs, hand-helds, etc.) Tell CONTRACTOR when they want to turn on interfaces to catch up. Usually done at some point during the testing. Tell CONTRACTOR when they want us to start Operations Jobs. Usually done at some point during the testing. Tell CONTRACTOR when they are ready to let end users back on the system. We will then open access for all users.. RECOVERY The Recovery to COUNTY site is the process of replicating the production environment from the CTC back to COUNTY data center. (See Section Recovery Back to COUNTY Data Center Responsibility Matrix below for additional detail specific to recovery.) i) Recovery to COUNTY Site Time Frame The Recovery to COUNTY Site time frame will be determined by a project plan jointly developed by CONTRACTOR and COUNTY. Each DR situation is unique and will be handled on a case by case basis. ii) Recovery to COUNTY Site Responsibilities During Recovery to COUNTY site, it is COUNTY s responsibility to restore COUNTY site production environment to a production ready status. CONTRACTOR will provide COUNTY with production tape/cd backups of COUNTY production database, and the front-end and backend CONTRACTOR Millennium code. Once it is determined that COUNTY is ready to resume control of the production environment, CONTRACTOR will complete the following tasks with COUNTY support: Configure vendor and internally developed tools to synchronize stand by environment located at COUNTY site with production environment located at CTC. Gracefully switch the database back to COUNTY. Bring up the database at COUNTY site as a production database Return the CTC to Steady State mode. Once the production environment is returned to COUNTY, COUNTY will release CONTRACTOR to reconfigure the CTC environment to standby status. The activation and OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

98 0 0 0 ongoing support of the production environment at COUNTY site, after the return of the database will be COUNTY s responsibility. At this point, COUNTY will return to Steady State Mode.. DISASTER MODE UPTIME GOAL This section describes the Disaster Mode production environment system uptime goal and calculation for Equipment, OS, layered products, and network connectivity for which CTC operations have support responsibility. The system uptime goal is %, while in Disaster Mode. CONTRACTOR and COUNTY will work together to manage the many variables that could potentially impact system availability during a disaster event, and will strive to maintain optimal system uptime. i) Formula. System Availability will be calculated for the duration of each disaster event using the following formula (and will be rounded up to the next one tenth of a percentage point): System Availability = [(Base Time Unscheduled Downtime) / (Base Time)] x one-hundred (00) Base Time equals the product of the number of days in the applicable disaster event multiplied by twenty-four () hours multiplied by sixty (0) minutes. Unscheduled Downtime equals the time (in minutes) during which the Production System is not operational (excluding Scheduled Downtime and time where the failure is caused by COUNTY s improper action, omission or failure with regard to an area for which COUNTY is responsible, such as database or other configuration or the Local Area Network) from the router connection at COUNTY s site to and through the CTC based on the measuring methodology documented below. Declaration of Unscheduled Downtime will be a mutual decision between COUNTY and CONTRACTOR. Scheduled Downtime equals the aggregate total of all minutes of planned and scheduled maintenance performed during the disaster event to perform any necessary hardware, OS, network, database, application software maintenance, repair, upgrades, and updates. CONTRACTOR will work with COUNTY to determine and use commercially reasonable efforts to schedule downtime after regular business hours, during times that minimize the disruption to operations. The amount of scheduled downtime will be discussed and mutually agreed upon. ii) Measuring System Availability. Equipment, network routers, switches, circuits, OS and layered products provided by CONTRACTOR will be monitored using automated Monitoring tools. In addition, call center logs will be checked that show a resolution relating to System Availability issues. For purposes of tracking downtime duration, the Unscheduled Downtime will begin at the time at which the impact is clearly identified by COUNTY and communicated to CernerWorks via a live telephone conversation, and the conclusion time will be when COUNTY s users are able to use the System.. ADDITIONAL PROVISIONS Disaster During Implementation Provision In the event COUNTY experiences a disaster event after the execution of this CONTRACTOR System Schedule, but before go-live of the DR services outlined in this CONTRACTOR System Schedule and COUNTY needs to declare a disaster, CONTRACTOR and COUNTY agree to OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

99 0 0 0 work together, in partnership, to use commercially reasonable efforts to recover COUNTYs Production Domain. COUNTY understands there may be technical limitations that prevent the recovery of COUNTY s Production Domain within the CTC (e.g. the telecommunication circuit may not have been installed, even though COUNTY s tape recovery system is compatible with CONTRACTOR s, there could be tape integrity issues, etc). COUNTY understands that if CONTRACTOR and COUNTY do successfully recover COUNTY s Production Domain in the CTC, there may be issues to resolve due to the lack of testing that would have been performed during the implementation (e.g. printers not working, interfaces not coming through, etc). CONTRACTOR makes no guarantees of estimated activation timeframes or that recovery will even be possible. The intent of the Disaster During Implementation Provision is to guarantee that CONTRACTOR will have a partner-like response to COUNTY issues and utilize commercially reasonable efforts to assist and support COUNTY in the recover of COUNTY s Production Domain in the CTC if a disaster event impacts COUNTY before the go-live of the DR services in this CONTRACTOR System Schedule. At any time, before or after DR go-live, COUNTY experiences a disaster event and declares a disaster, all fees outlined in section DISASTER EVENT PERIODIC SERVICE FEES will apply. If at any time, after COUNTY has declared a disaster per this Disaster During Implementation Provision, it is determined that recovery of COUNTY s Production Domain is not possible in the CTC the fees outlined in section DISASTER EVENT PERIODIC SERVICE FEES will be prorated up to that point in time.. DISASTER EVENT PERIODIC SERVICE FEES COUNTY agrees to pay the following DR Services fees, as applicable, in the event of a disaster declaration. Service (See Additional Description Below) Disaster Declaration Fee (per Instance) Hot Site Production Fees (Weekly): (Fee is in addition to the Monthly DR Service Fee) (Minimum of one weeks fees per Disaster Declaration.) $,000 per week Fees $,000 per Instance Fail-back Services Fee (Base Support Services) No charge (The scope of the services provided by CONTRACTOR for the graceful fail-back is as described in Section.) (COUNTY is responsible for installing, OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

100 0 0 0 Fail-back Services Fees (Additional Support Services) configuring, and having an operational system at COUNTY site to fail-back to.) $TBD based on scope of additional work (If COUNTY requests assistance rebuilding or preparing COUNTY system for a graceful fail-back, CONTRACTOR will charge professional service fees based on COUNTY s documented rate or CONTRACTOR's default rate for the appropriate resources.) Disaster Declaration Fee (per Instance): Disaster Declaration fee will be billed at the time a disaster has been declared by COUNTY and COUNTY has requested that CONTRACTOR begin work towards recovering the COUNTY production system. Upon disaster declaration hardware capacity and configuration, as described in scope section, will be provided for the Production environment. Hot Site Production Fees (Weekly): The weekly Hot Site Production Fee will apply for the duration COUNTY workload is hosted at the CTC. For the duration of the disaster, CONTRACTOR will provide hardware capacity as set forth in Table Capacity Scope Limits of this CONTRACTOR System Schedule. The Hot Site Production weekly fee is for a production domain only. If the Hot Site Production service is activated for such an extended period of time that COUNTY requires nonproduction domains (i.e. cert, build, train, etc.), additional fees will apply. Non-production domains will be priced on a case by case basis dependent on type of domain and how long it s required. There would be a one-time fee and weekly fee for non-production domains. Note In the event of a disaster, COUNTY will pursue reactivation of the Millennium system in COUNTYs data center in a reasonable amount of time, or will work in good faith on long-term RHO hosting agreement with CONTRACTOR. K. PROFESSIONAL SERVICES SCOPE HCA_CA_CSS_Exhibit A_Prof Svcs Scope_-NGP_0 () Scope of Services. The solution implementation scope documents the services provided by CONTRACTOR Consulting during the project. The scope is based on the latest generally available Millennium software release, project timeline, and use of, Bedrock, START Content and Recommendations. It is also assumed that COUNTY will provide data required to configure system in a CONTRACTOR defined format. STANDARD SCOPE DOES NOT INCLUDE THE CREATION OF CUSTOM SCRIPTING OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 00 of 0

101 0 0 0 START Content. START is CONTRACTOR s best practices content and contains items such as orders, forms, rules, reports, labels and recommended workflows across several roles and venues. START was developed by CONTRACTOR clinicians and experts and is continually updated based on implementation experience, COUNTY input, and industry regulations. The scope assumes START Content will be utilized without modification unless noted in a particular solution. START is available for all new and existing Millennium engagements. Existing Millennium COUNTYs who are adding new solutions will be able to import or build the content into their existing database. Scope Control. There are controls on scope for the total number of a particular item within certain solution sections. Controls are present for the following reasons: In order to achieve the project timeline with estimated COUNTY project resources Recommended use of the system and ease of maintenance long term Maintain standard consulting fees Please note that controls on items are not functional limits of the Millennium System. All requested modifications to scope must be evaluated for potential impact to the project plan and may result in a longer project timeline, additional CONTRACTOR/COUNTY resources, and/or additional fees. CONTRACTOR has a scope management process that will be utilized throughout the implementation to help keep the project on track. L. FOUNDATIONS. SOLUTION DESCRIPTION Foundations refer to CONTRACTOR s definition of those common processes or tasks that are shared across clinical and administrative domains and applications, technical areas, and project or production tasks. Core Services - Core services are an integrated component to CONTRACTOR Millennium that has to be in place so other solutions can use it. Key items include physical location layout, security, results viewing, and interface translations Security Role Profiles (Positions) - Security role profiles from within START will be utilized as a starting point. These profiles are built with pre-defined workflows and security access. Examples include Physician and RN. All personnel will be added as users for the areas being automated Interface Translations/Aliasing - Includes inbound and outbound alias translations per data element (HL segment) per interface. Charge Services is an integrated Advanced Charging Solution that takes clinical and operational activity and turns it into something that can be billed by a billing system. Charge services from the existing IRIS system will be expanded to include the charges needed for the BH EHR. Charge Capture. CONTRACTOR s goal is to provide a clinically driven revenue cycle where the charge capture process is a result of clinical or operational activity. Specific workflow processes would include charging on documentation, orders, room and bed, results, etc depending on solutions in scope.. DELIVERABLES 0 OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

102 0 0 0 A shared set of functions and database tables is provided for all Cerner HNA Millennium applications, reducing implementation time frames and costs by eliminating the redundant building of common data elements, such as physicians, units, rooms, beds, the order catalog, the formulary, and laboratory procedures. The learning curve is reduced and knowledge transfer to support staff is improved through a single set of tools to manage multiple HNA Millennium applications. Standardization and comparability of enterprise data is improved by using a common set of data codification across all facilities and settings of care. Project implementation time and effort are reduced by providing a Cerner-supplied best practices starter database for complex subsystems such as HIPAA-compliant security and confidentiality. M. CHART XR. SOLUTION DESCRIPTION Clinical Reporting is CONTRACTOR's solution for initiating and processing clinical reports. A clinical report (chart) is a document containing patient demographic and clinical result information. Clinical Reporting draws information entered throughout CONTRACTOR Millennium to print on reports generated by manual and automated processes. CONTRACTOR will work with COUNTY to design the formatting of the reports and help determine if they should be produced automatically or on demand.. DELIVERABLES XR Report Sections can be built once and used across multiple Report Templates. Time saving built and maintenance. XR is more stable with modifications than Win no out of sync issues. Page Master can be used across multiple Report Template association. Report Templates can have multiple Page Masters. Improved methodology for Headers/Footers to be used across multiple templates. N. PRINTERS & REMOTE REPORT DISTRIBUTION. SOLUTION DESCRIPTION CONTRACTOR will work with COUNTY to implement printing and faxing processes based on solutions being implemented.. DELIVERABLES All printers will function properly with capability to print needed documents including Continuity of Care Documents/Continuity Document Architecture (CCD/CDA). O. DISCERN EXPERT SOLUTION DESCRIPTION Discern Expert is an event driven, rules based, decision support solution. It continuously monitors patients' electronic medical records, reminding clinicians of routine care actions and alerting them when unusual situations arise. The tool uses essential data elements such as patient age, gender, weight, prescribed medications, diagnoses, lab results, clinical studies and standard regimens in OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

103 0 0 0 conjunction with the industry knowledge it contains to power the decision making process. The rules engine fires alerts to notify clinicians of clinical, financial, or other errors or important information. A pool of 000 hours, Fee for Service, has been included to support custom rule design and build P. DISCERN EXPLORER. SOLUTION DESCRIPTION Discern Explorer is a supporting solution that uses a full-featured, fourth-generation, programming language that is patterned after Structured Query Language (SQL) to maintain and extract data from both CONTRACTOR Millennium and COUNTY-developed databases. All Millennium applications use Discern Explorer to select from, insert into, update into and delete from the Millennium database. DEFINITION OF PROJECT SCOPE Scope includes implementing reports per licensed solution where applicable. There are a number of predefined reports that are available to COUNTY. Additional details about these reports are included in each solution s scope CONTRACTOR can provide services to instruct COUNTY on use of Discern Explorer or CONTRACTOR can develop additional reports for additional professional services and fees Q. CLINICAL DOCUMENT GENERATOR. SOLUTION DESCRIPTION The Clinical Document Generator (CDG) can be used by either a Millennium user application or an automated process such as an operations job that selects qualified encounters based on userdefined criteria to produce a Continuity of Care Document/Continuity Document Architecture (CCD/CDA). The CCD/CDA can be viewed in CONTRACTOR s Multi-Media Foundation Viewer within PowerChart and copied to electronic media for distribution to the patient or other authorized requestors. The CCD/CDA created by the operations job can be sent outbound via HTTPS for posting the CCD/CDA to a RESTful service.. SERVICE OVERVIEW Clinical Document Generator is intended to enable a COUNTY s Millennium domain to electronically produce and distribute continuity of care documents (CCD/CDA). The project uses a standards-based CCD/CDA content template intended to satisfy ARRA Stage Meaningful Use. CDG service utilizes CONTRACTOR s CareAware MultiMedia (CAMM) as its method for storing the on-demand, and if configured, outbound CCD/CDA s. There are different options depending on the COUNTY s current licensing and database host.. DEFINITION OF PROJECT SCOPE It is within the scope of this project to provide access of the CCD/CDA from COUNTY Millennium domain, and implementation of the PowerChart Create PHI button. Further, this project does not include scope to implement solutions that are required to populate the CCD/CDA report sections. Scope includes build in one () non production domain and in a production domain. Finally, no OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

104 0 0 0 additional hardware is expected for this project and, if requested, would require a separate agreement Scope includes the build of one () Clinical Reporting XR Template. The following components are supported and certified within the CCD/CDA produced through the CDG service: Patient demographics, Allergies, Immunizations, Medication Orders, Problems, Procedures, Gen Lab Results, Patient Care Measurements, Reports including Radiology and Microbiology (If Rad or Micro are interfaced, they may not print on the CCD/CDA) Scope includes the standard CDG style sheet The scope includes sending the CCD/CDA outbound to one () destination (HIE, PHR, or Patient Portal), each additional destination will require separate professional services. If the CCD/CDA destination is unknown, the COUNTY can connect and exchange CCD/CDAs through CONTRACTOR s Exchange Platform for Attestation for their one () destination. If the COUNTY s expected CCD/CDA destination changes during the implementation additional professional services will be required to compensate for the added hours The scope does not include fulfilling inbound CCD/CDA requests. DELIVERABLES Set up within PowerChart of the Create PHI icon CONTRACTOR will enable an operations job script to run periodically within COUNTY domain to qualify CCD/CDAs CONTRACTOR will work with COUNTY to register and acquire COUNTYs organizational HL OID record for transmitting a registered CCD/CDA CONTRACTOR will setup a contributor system that associates COUNTY MRN alias pool and COUNTY organization alias pool to the receiving entity CONTRACTOR will setup an outbound com-server to send an electronic copy of a CCD/CDA outbound CONTRACTOR will work with COUNTY to produce a single CCD/CDA document using the report template that was built within CVM (which identifies the sections of the CCD/CDA) for distribution to a receiving entity CONTRACTOR will work with COUNTY to assist in the design of capturing the date of when the patient request was made and when it was delivered **Only Applicable if sending CCD/CDA to Cerner Health** CONTRACTOR will work with COUNTY to utilize new Millennium Core Registration schema within existing CONTRACTOR Registration conversations to capture a patient consent to send clinical information from COUNTY organization **Only Applicable if sending CCD/CDA to Cerner Health** CONTRACTOR will work with COUNTY to set up existing CONTRACTOR Health MPage template and implement the MPage within COUNTY s PowerChart framework (chart-level). STAGE MEANINGFUL USE The implementation is intended to enable the Hospital or Eligible Provider the capability to meet the following objectives: Provide an electronic copy of health information upon request OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

105 0 0 0 Exchange key clinical information among providers of care and patient authorized entities electronically Any request outside of these objectives will require additional professional services and fees. ASSUMPTIONS CONTRACTOR will perform all work remotely unless previously agreed upon prior to signing this Arrangement Letter or CONTRACTOR Business Agreement. IMPLEMENTATION The project is composed of a variety of implementation tasks. CONTRACTOR and COUNTY have shared accountability and ownership in completing individual tasks to ensure a successful project outcome. CONTRACTOR does account for an engagement resource to execute against a detailed project plan. The work effort below describes the task and responsible party TASK (P=Primary, R=Review, A=Assist) CONTRACT OR RESOURCE COUNTY RESOURCE Manage the Project A P Submit package installation SR to CernerWorks or complete installation at COUNTY site A P Validate required package installation and testing A P Complete CCKI mapping (code sets) A P Complete Code Set assignment for outbound aliasing (LOINC) A P Build in HNAUSer with appropriate permissions A P Modify Positions to add the required Preferences, Privileges, and Tasks to access and P A generate a CCD/CDA Build the XR Report template and assign report sections to the CCD/CDA template P A Complete setup of a com-server (interface) P Acquire COUNTY organization HL OID A P Complete aliasing for code sets not included in the CKI/LOINC aliasing above. These are P A mentioned in the standard build documentation Evaluate solution changes and impact to production environment P Incorporate COUNTY specific testing requirements R P Perform regression testing per project plan and domain strategy P Perform Integration testing per project plan and domain strategy P A Provide maintenance training as outlined in project plan R P Manage solutions issue list. Work with COUNTY and CONTRACTOR to achieve issue resolution until code moved to Production P R TECHNICAL WORK EFFORT CONTRACT COUNTY (P=Primary, R=Review, A=Assist) OR RESOURCE RESOURCE COUNTY will create the technical project plan and determine domain strategy in R P conjunction with CONTRACTOR team and COUNTY project manager Configure project interfaces for each domain per domain strategy and project plan P Configure setup of a contributor system P A Confirm CCD/CDA was successfully sent outbound P A Setup operations job in the ops scheduler per project plan P A COUNTY is responsible for ensuring that all Third Party products are compatible P (including software and hardware), or meet the technical minimums and/or requirements prior to the project commencing in the Non-PROD domain. COUNTY is responsible for creating a plan for the upgrade path of all Third Party products in the production domain for the project Third Party foreign systems must accept interface messages. COUNTY is responsible for P engaging the foreign system supplier. COUNTY responsible for design/coding/testing of non-contractor systems Assist with technical issue troubleshooting and issue resolution for CONTRACTOR system if needed P A. KNOWLEDGE TRANSFER OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

106 0 0 0 cost CONTRACTOR will provide knowledge transfer as we progress throughout this project. This knowledge is supplemented by documentation found at cerner.com or ucern Wiki: Reference Pages (CONTRACTOR Millennium Support Guides (CMSGs) are now available as Reference Pages in the ucern Wiki) Package Reports Release Details Illuminations Sessions Additional Education & Training information is available at cerner.com and may have additional. COMPLETION CRITERIA The project will be considered complete on the date that COUNTY production build is validated by sending a CCD/CDA document outbound R. HEALTH INFORMATION MANAGEMENT SYSTEM. SOLUTION DESCRIPTION Cerner Health Information Management (HIM) is focused on the attainment of productivity gains and management control over all operations performed by medical records personnel. This solution provides an integrated set of functionality committed to the elimination of redundant data entry and the minimization of manual activities. It is designed not only to meet the system needs of traditional, paper-based medical records departmental operations, but also to support the parallel or future migration of paper to electronic media-based medical records via CONTRACTOR s PowerChart solution.. PROJECT SCOPE Includes twenty (0) rules total to automate the population of the task queues General report categories in START (Discern Analytics): Productivity Task Personalized Reports (Discern Analytics) CONTRACTOR will educate COUNTY on use of tools to create appropriate reports Release of Information Includes up to one hundred fifty (0) predefined requestors Report categories included in START (Discern Analytics): Release of Information Chart Completion and Deficiency Management Report categories included in START (Discern Analytics): Deficiency Management Chart Location Tracking Includes Health Information Management (HIM) internal tracking and external tracking locations Includes tracking label from START Report categories included in START (Discern Analytics): Chart Tracking Patient Care Chart Requests Includes rule to print stat requests Includes rules to automate process of requesting patient charts through scheduling and registration Report categories included in START (Discern Analytics): Request Queue OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

107 DELIVERABLES Automates key health information management processes, allowing the entire healthcare organization transition to a paperless health records environment while continuing to support paper chart requests and tracking Provides the ability to perform records management tasks concurrently with the care process across multiple facilities to improve quality of care and cash flow Improves the chart management workflow process through the organization of tasks with workqueues and the identification of bottlenecks in the chart management process Improves productivity by eliminating redundant tasks and allowing simultaneous processing Provides the necessary tools for process improvement, physician compliance monitoring and reporting, and regulatory and accreditation reporting by automatically collecting eventdriven statistics Offers staff more time to focus on the quality of charts by implementing exception processing for routine tasks Provides an opportunity to improve cash flow by decreasing turnaround times for delivery of key data to financial systems S. POWERCHART AMBULATORY MANAGEMENT SYSTEM. SOLUTION DESCRIPTION CLINICAL OFFICE WITH POWERNOTE The following scope of work represents the CONTRACTOR work effort to complete design and build for up to Physicians/Providers with up to Locations, and up to Specialties; Adult Mental Health, Alcohol and Drug and Child and Youth Services. This includes conversion and roll out for up to clinics.. SERVICE OVERVIEW Workflow Tools available include: Schedule Viewer - Use the Schedule Viewer to see personal schedule, and those of others, in daily, weekly, and monthly views Patient Lists - Use Patient List to build and view patient lists. Patient lists help organize and easily access a large amount of patient data Multi Patient Task List - Use Task List to identify the tasks clinicians need to perform, to facilitate access to information needed to perform those tasks, and to help caregivers document those tasks Message Center functionality includes: CONTRACTOR will work with COUNTY to automate communication processes using Message Center. Message Center is a component of CONTRACTOR Millennium used for managing work flow in the inpatient or outpatient setting. It allows you to route information electronically, rather than having an unwieldy flow of hard-copy documentation moving around your facility. The Message Center enables you to review or sign results, documents, and prescription requests, as well as work with phone and other messages. The Message Center offers the following benefits: All messages and notifications that require your attention, review or signature are routed to your Inbox and are organized in folders The operation of taking and distributing phone messages and saving that information to the patient's chart is completed electronically Results can be reviewed, signed, or forwarded to other health care providers electronically OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

108 0 0 0 Your Inbox can be accessed from any computer on your network that has CONTRACTOR Millennium installed on it You can customize the items you want displayed in the Message Center by filtering by dates, types of results, and so forth. That information can be shared with a group of other users in a Pool. Pools allow multiple users to see the same result, document or message and take action Two () pools per clinic location will be created as part of the implementation. IMPLEMENTATION The implementation of PowerChart Ambulatory will follow an event based methodology. In this approach, structured events will take place to drive the design, build and test of the solutions. These events include: Kickoff, System Review, Design Review, System Validation, Maintenance Training, Integration Testing, Trainer and Conversion Prep and Go Live. The rollout of the solution will be primarily driven and staffed by COUNTY. It is CONTRACTOR s recommendation that COUNTY evaluate the solution mix and new processes being implemented with the number of providers, office staff and physical locations to determine go live support resources. The scope of this engagement includes no more than two () go live events with CONTRACTOR solution teams supporting a day period on-site in a command center. End user support will require an additional agreement.. DELIVERABLES The Ambulatory MPage Summary is a view available from the Table Of Contents that aggregates data from across the medical record for streamlined information reviewing CONTRACTOR will assist COUNTY in the implementation of the latest version of the Ambulatory Summary. That assistance will include: The setting of behavior preferences within the Bedrock Wizard Mapping of clinical data to the appropriate sections of the Summary Knowledge transfer for ongoing maintenance and advancement of the Summary page Documentation Forms CONTRACTOR will work with COUNTY to automate the Behavioral Health documentation process through use Ambulatory Forms A pool of 000 Fee For Service hours have been included for CONTRACTOR to assist with the design and build of the forms. Problem List and Clinical Diagnosis The Problems and Diagnosis window is a view into both the chronic and acute issues related to a patient. This view allows for the ability to add and update problems and diagnoses, creation of advanced filters to display certain types of problems (i.e. filter by status, classification, or management discipline) and quick conversion of chronic issues to those which are being addressed in the current visit CONTRACTOR will assist in the automation of the clinical processes supporting the documentation and management of chronic and acute conditions The Problems and Diagnosis window is the foundation upon which the Consolidated Problems view on the Ambulatory Summary is based. Updates or additions done from the OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

109 0 0 0 Consolidated Problem component syncs with the Problems and Diagnosis window and vice versa Enables the use of quick search when IMO is leveraged Patient Histories The Patient Histories tab within the patient s chart is comprised of four () component parts. They include the Social History, Family History, Past Medical History and Procedure History. All of the patient history components have a corresponding view component on the Ambulatory Summary MPage, the ability to be pulled directly into a provider s documentation as well as the ability to be embedded within a PowerForm for inclusion into an existing intake process Social History is a component intended to capture the patient s current and past social habits. The content provided for Social History has been certified to meet meaningful use and does not require modification by COUNTY. If COUNTY chooses to modify the content, that modification is limited to the creation of one () new category, five () new questions and three () custom data entry views Family History is a component intended to capture the conditions (both current and historical) of the patient s relatives. This tool facilitates the documentation of the conditions in a codified format and allows for the rapid association of those conditions to multiple predefined patient relationships Past Medical History is used to capture and display medical conditions that have either been resolved or no longer afflict the patient. This tool functions similarly to the problem list in that it is search based with additional metadata available to document. Problems on the Problem List can automatically flow to the Past Medical History upon documentation of that problem being resolved or manually filed to Past Medical History Procedure History is used to document what procedures have been performed on the patient, whether they were performed at the Clinic site or at any point in that patient s life. Again, this tool is search based and allows for the additional documentation of metadata The above tools store this data at a person level, meaning that the data captured will persist into the next episode of care. This negates the need for repeated documentation at the next venue of care. Not included in this scope is the transition to these components from the existing history documentation in any of those other venues of care Task List The single-patient task list is accessible from the patients chart. Use Task List to identify the tasks clinicians need to perform, to facilitate access to information needed to perform those tasks, and to help caregivers document those tasks The following Task List Views include: o Point of Care Testing tasks o Medication Administration and Immunization tasks o Specimen Collection tasks (with the appropriate lab order requirements) o Schedule/appointment requests, follow-up appointments, and referrals are included if these orders are designed to create tasks (when CONTRACTOR Scheduling is not being implemented) Discharge Process OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

110 0 0 0 CONTRACTOR will work with COUNTY to automate the capture of requisite data prior to patient departure. This also includes the assembly of data within the system into a patient friendly handout. The Discharge Process consists of a two () pane view. The left pane is an interactive list of COUNTY defined actions required to complete a patient visit. This list of actions can be set to vary between locations. CONTRACTOR will assist COUNTY in creating two () action lists. The right pane is a live view of the patient friendly handout defined by COUNTY. This handout uses CCL scripts to pull data from the system and format it in a way that makes sense to a patient. CONTRACTOR has provided a number of tokens within the base code as well as an additional content package of ambulatory specific scripts The patient friendly handout can also include patient education materials. These materials can be suggested to the user based on clinical data already in the system. Access to these discharge instructions are made available within the Discharge Process when ExitCare or Krames is licensed Physician Documentation Outpatient CONTRACTOR will work with COUNTY to automate the physician documentation process based on content available. The content included is defined by the subscriptions that have been purchased and are included in COUNTY s contract. A PowerNote basic starter package that includes a small subset of PowerNotes is available without a subscription. CONTRACTOR does not recommend bringing live physician documentation on only the basic starter package The individual providers can personalize content for personal use (pre-completed macros), personalization versus customization Messaging Process designing messaging in relation to the documentation and communication processes CONTRACTOR recommends COUNTY develop a comprehensive documentation strategy. CONTRACTOR recommends this strategy include multiple documentation entry mechanisms which include but should not be limited to PowerNote, Clinical Notes, Dragon Medical Voice Recognition and, at a minimum, a transition strategy for Dictation Unified Orders General Ordering designing processes related to ordering Order Catalog guidance for reviewing orders and the structure of each orderable CONTRACTOR will automate charge capture through orders if a charge interface has been licensed. Refer to the Open Port section of the scope CONTRACTOR will work to automate clinic process with the use of PowerPlans. The scope of the PowerPlan design will include five () diagnosis/symptom/super-bill based single phase PowerPlans per specialty Prescription Writer CONTRACTOR will work with COUNTY to automate the prescription process. This effort includes the setting of appropriate preferences, privileges and views as well as enabling of certain functions to support the clinical workflow OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

111 0 0 0 Any maintenance or additional configuration related to the drug order catalog or prescription order sentences is not included Prescription Requisition - includes prescription requisition format from START Printing prescriptions can be printed to a network printer on watermarked paper CONTRACTOR will assist with the medication reconciliation process when that functionality is in use within COUNTY organization Order Requisitions Includes requisition formats from START and routing if needed Order Folders Charge Capture and Order Folders will be set up by Specialty CONTRACTOR will assist with the build of one () Charge/Order specialty folder. Each specialty folder will be limited to a maximum of five () subfolders, with a maximum of twenty (0) Bill Items or Orderables in each folder T. CAREAWARE MULTIMEDIA Non Dicom Archive. SOLUTION DESCRIPTION CAREAWARE MULTIMEDIA DIGITAL OBJECTS IS COMPOSED OF AN INTEGRATED SET OF FOUNDATION-LEVEL CONTRACTOR MILLENNIUM SERVICES SUPPORTING ACQUISITION, STORAGE, MANAGEMENT, NOTIFICATION AND DISTRIBUTION OF MULTIMEDIA OBJECTS WITHIN A CONTRACTOR MILLENNIUM ENVIRONMENT. THIS VERSION PROVIDES STORAGE FOR ALL NON-DICOM OBJECTS WITHIN A SINGLE FACILITY.. PROJECT DELIVERABLES ProVision CAMM Server(s) for Archive Architecture Installation and initial configuration of two () CAMM servers in a highly-available cluster supporting the archiving of CAMM objects Initial database sizing and configuration Initial image cache configuration for short term and long term storage according to the technical storage sizing specifications included in the contract The COUNTY will use an existing backup solution to back up the CAMM database and file systems Installation of a P000 StorageWorks Modular Smart Array P000for storage. Prod and Test environments will use this storage Test Archive Installation and initial configuration of two () CAMM servers in a highly-available cluster for the Test Archive. Initial database sizing and configuration based on the technical review Initial configuration of image cache and storage for the purpose of testing archival of images/objects in a non-production domain Assumes a test archive was purchased as part of the contract 0 OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

112 0 0 0 Camera Capture (Non Dicom) Digital Objects is composed of an integrated set of foundation-level CONTRACTOR Millennium services supporting acquisition, storage, management, notification and distribution of multimedia objects within a CONTRACTOR Millennium environment. This version provides storage for all non-dicom objects within a single facility. Camera Configuration - Includes installation and configuration of the Digital Objects license required for storing of Non Dicom images in an existing CAMM (CareAware MultiMedia) archive Includes installation, configuration and testing of up to ten (0) cameras in one () nonproduction domain required for storing of Non Dicom images in an existing CAMM (CareAware MultiMedia) archive COUNTY will be responsible for the configuration of cameras in the production domain for Patient ID photo capture. One () Super User training event up to five () attendees is included and will cover basic use of capturing, storing, and viewing of the images. CONTRACTOR will train up to two () users regarding the reference data build requirements Eight () hours of remote conversion support. ASSUMPTIONS A non-prod and production CAMM server is already in place and in productive use (Virtual Archive, RHO archive or CHO archive) PowerNotes and/or Clinical Notes templates using Millennium versions 00. or higher are already configured and functional Additional build of PowerNotes or Clinical Notes are not in scope U. OPEN PORT (INTERFACES)/FOREIGN SYSTEMS INTERFACES. SOLUTION DESCRIPTION All Clinical interfaces meet Universal Interface (UI) specifications using HL- and TCP/IP Protocol or FTP Protocol. All Financial interfaces meet Universal Interface (UI) specifications using X. or HL- and FTP or TCP/IP Protocol. Foreign systems must be able to trigger and accept interface messages. COUNTY is responsible for engaging the foreign system supplier. COUNTY responsible for inbound/outbound design/coding/testing of non- CONTRACTOR systems. Interfaces not conforming to the CONTRACTOR Millennium UI Specifications will be considered custom. Custom interfaces not included in standard scope. Each interface transaction type will be in a single and consistent format sent or received to/from an interface engine or router e.g. all orders will be consistently formatted and contain the same common content, regardless of the ultimate destination of the transaction. Results Discrete IF-0 OUTBOUND INTERFACES HL using UI TCP/IP Specification Real Time OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

113 DELIVERABLES PROVIDES USERS ON FOREIGN SYSTEMS WITH THE ABILITY TO VIEW RESULTS IMMEDIATELY MINIMIZES OR ELIMINATES THE NEED TO PRINT AND DISTRIBUTE HARD COPY REPORTS OF PATIENT RESULTS PROVIDES RESULTS TO PHYSICIANS IN A MORE TIMELY FASHION FOR QUICKER CLINICAL EVALUATION AND TREATMENT OF PATIENT MINIMIZES PHONE CALLS TO OBTAIN RESULTS V. EPRESCRIBE. SOLUTION DESCRIPTION The following scope of work represents CONTRACTOR work effort to implement up to One Hundred (00) Physicians/Providers. EPrescribing solutions use third party companies to supply the electronic prescribing network, also known as the gateway for electronic data transmission. CONTRACTOR s approach to connecting to the transmission network is the CONTRACTOR Hub, which connects to the eprescribing network. Regulatory requirements recently changed to allow for eprescribing for controlled substances (Classes I VI), however these requirements are broad-reaching and encompass much more than the CONTRACTOR eprescribe solution. Additional solutions and technology may be needed to support DEA defined advanced authentication protocols as well as ensuring the proper policies and procedures are in place. This will also be dependent upon the receiving pharmacy organization and systems meeting such regulatory requirements. Based on these variables, the eprescribing of controlled substances is not included in the scope of the implementation.. SOLUTION CAPABILITIES CONTRACTOR eprescribing allows prescribers to electronically transmit new prescriptions directly to a pharmacy through a secure, HIPAA compliant communication link Prescribers have the ability to receive and respond to electronic refill requests sent from Pharmacies The system performs Rx benefit eligibility checking automatically for qualified users and encounters The system displays formulary information with a visual indicator when an active pharmacy benefit available, and there is a eligible formulary item for that benefit The system will query for and display external Rx history information for patients when available. PREREQUISITES COUNTY obligations and prerequisites listed in Prerequisite section.. CONTRACTOR HUB (connection and pharmacy directory and routing information) Non-CernerWorks COUNTYs will need to license/purchase a VPN solution to connect to the CONTRACTOR Hub, which will establish connectivity to SureScripts. COUNTY can leverage existing VPN with CONTRACTOR assuming capacity is sufficient. Separate Licenses are required for the following services within the CONTRACTOR Hub: Interoperability OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

114 0 0 0 CONTRACTOR-Hub allows systems to communicate in a seamless manner Built on a Sonic Software ESB using an SOA that ensures it is an enterprise class system Built to allow CONTRACTOR Millennium domains to interact with third party service provider, SureScripts using web services HNAM systems interface to the CONTRACTOR Hub through IBM's WebSphere MQ peer-to-peer messaging system Pharmacy directory is housed centrally Contains > ninety-five ()% of the pharmacies in the US (primarily retail) Of these Pharmacies greater than sixty (0%) of these pharmacies are electronically enabled (EDI pharmacies) If a recipient pharmacy is not electronically enabled (EDI), then the prescription will be converted to a fax. Faxing will occur via one () of the options below: SureScripts faxing service will send the fax to a non-edi Pharmacy (using SureScripts formats) using a COUNTY s local RRD infrastructure and Millennium requisitions. eprescriber REGISTRATION Prescribers must be registered with the CONTRACTOR Hub and SureScripts in order for a prescriber to be capable of sending and/or receiving prescriptions electronically. Initially this will be done by contacting the CONTRACTOR Hub team and providing the required demographic data for the prescriber (name, phone and fax contact numbers, NPI#). The CONTRACTOR Hub team will then provide COUNTY a personnel alias for the prescriber that must be built in HNA-user All Providers in the Organization/Facility that can prescribe Prescriptions should be registered SPI alias (including phone, fax, address). CONNECTIVITY CERTIFICATION Testing/Cert domain readiness and Production domain readiness events: CONTRACTOR Hub team will facilitate interface connectivity certification for one () non-production domains and one () production domain CONTRACTOR Hub team will facilitate the verification and submission of test transactions. POWERORDERS (RxWriter) The following is a summary of the changes that will be required to be made to the RxWriter set up as a part of the eprescribing implementation. The standard scope includes changes for ten (0) Order Entry Formats. All additional order entry format changes will be owned by the COUNTY. OEFs (Pharmacy Strength Med, Pharmacy Volume, System Pharmacy Med & Med TNF) > Discharge Action (see eprescribing/surescripts Wiki for more detail): o Requisition Routing Type o Routing Pharmacy Name o Routing Pharmacy ID o Instructions Replace Required Details Preferences: o Preference Manager Privileges OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

115 MESSAGE CENTER Message Center position folder set up to accommodate the following eprescribing message types: o erx Renewals, erx Suspect Match, erx NonMatch, erx Routing Errors Additional Message Center set up includes: o Message Center erx related preferences outlined in design decision matrix, erx Message Center Pools defined in the data collection workbook, and Message Center pool rules to accommodate the routing of those erx related messages to those pools Message Center pool rule scope includes the following number of rules per venue: o For the inpatient and emergency venues, CONTRACTOR will build up to twenty (0) pool routing rules. We recommend building these rules based on encounter location which provides ease of maintenance o For the Ambulatory venue, we will build one () rule per provider, up to onehundred (00) providers. If the COUNTY decides on a design that conflicts with CONTRACTOR s recommendation or exceeds one-hundred (00) rules, then additional professional services and fees will be required for CONTRACTOR to complete that build For providers that float between clinics or venues we recommend leveraging encounter location based rules. FOREIGN SYSTEM INTERFACE SET-UP Interface to CONTRACTOR Hub (VPN connection to the CONTRACTOR Hub) If non SolutionWorks COUNTY, VPN connection required Pre-Setup MQ Queue Setup Contributor System Setup Inbound Outbound Comserver Setup ESO Trigger Setup Outbound ESO Transaction Routing SI Manager Setup Contributor System Configurations 0. ENTERPRISE MASTER PERSON INDEX (EMPI) This section pertains to renewals. When the original prescription does not originate from eprescribing the renewal request will only contain the patient demographics (name, DOB, zip, etc). If an MPI is in place the system will take those demographics and compare to the person table and suggest patients in Millennium who the renewal request should be matched to. A person is required to explicitly make the link to a patient in Millennium. Configure weighting criteria in empimonitor.exe for Other Possible Matches Will display up to ten (0) patients that meet at least a fifty percent (0%) weight score OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

116 0 0 0 For either a Suspect Match or a Non-Match, the user can still search for a patient from the Patient Match window (same as with EMPI). DELIVERABLES Enhanced patient safety through the prevention of prescribing errors due to illegible handwriting and/or lack of knowledge about duplicate/contraindicated medications prescribe by another provider (obtained via medical history). Improves physician and pharmacy efficiencies by reducing or eliminating phone calls and call-backs for questions or clarifications. Increases patient compliance through prescribe access to patient specific formulary data, as well as expediting the filling of the prescription at the pharmacy. Improves patient satisfaction and convenience by reducing waiting times at the pharmacy. W. POWERINSIGHT MEDICAL MANAGEMENT SOLUTIONS. SOLUTION DESCRIPTION PowerInsight Explorer delivers BusinessObjects Universes that are mapped to a defined set of clinically relevant Millennium data. It includes BusinessObjects run time license (up to CPU) This will be running on WAS the EA box which is a BL0 core GB or Production and Non- Production environment to create Web Intelligence (web) and Desktop Intelligence (thick COUNTY) reports from CONTRACTOR supplied Universe. It does this through the use of the delivered universes a COUNTY can create reports using predefined objects. The data mapping is based on CONTRACTOR s Millennium architecture.. DELIVERABLES As part of PowerInsight Explorer, the COUNTY will receive the full list of PowerInsight Explorer standard templates that comes standard with the solution. A document of the standard templates will be issued to COUNTY. In addition all ongoing standard templates that are generally released through PowerInsight Explorer will be made available to COUNTY per the license agreement. Ability to use Standard Templates is contingent upon customer s solution mix and appropriate data being collected in the source systems CONTRACTOR will assist COUNTY to define the BO Enterprise Security model and to restrict access to measurements as needed. COUNTY can further define user security as needed in later phases or during post-conversion.. TRAINING CONTRACTOR will provide the following onsite events: Event Basic Training Kickoff Technical Overview InfoView Training Security Basics Report Discussion Introduction to the CONTRACTOR Universes Event Advanced Training Basic Web Intelligence Review of CONTRACTOR Universe(s) Event Review and working session OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

117 0 0 0 Advanced Web Intelligence Report Template Review Event Review and working session # Advanced Desktop Intelligence BusinessObjects/PowerInsight Reference Guide Custom report needs - CONTRACTOR will support COUNTY s efforts, providing guidance, tips, and trouble-shooting on writing reports utilizing available objects Individual questions and work sessions Event Review and working session Report Security Custom report needs-- CONTRACTOR will support COUNTY s efforts, providing guidance, tips and trouble-shooting on writing reports utilizing available objects COUNTY assumes responsibility for monitoring and maintenance following receipt of training Training sessions will be conducted at COUNTY site unless otherwise arranged in advance Additional professional services and fees are required for additional Ad Hoc/Custom report development and/or support/trouble-shooting of customer developed Ad Hoc reports X. LEARNING SERVICES SOLUTION DESCRIPTION Leading Strategic Change Workshop (LSCW) - The Leading Strategic Change Workshop is a two-day onsite event facilitated by a CONTRACTOR Learning Consultant and Clinical Strategist that improves the COUNTY s ability to create an organizational change campaign to influence behaviors and realize benefits. The workshop results in the development of a behavior change campaign and a learning plan and education roadmap that details the COUNTY s approach to enduser learning adoption. It is recommended that this workshop is scheduled three weeks before or after System Review followed up by touch points designed to encourage continual progress and accountability as the COUNTY develops an effective adoption plan and then executes on that plan. These five separate interactions (checkpoints) after the Leading Strategic Change workshop are to be scheduled after the following events: Design Review (DR) Review COUNTYs benefit plan from LSCW, track progress made toward capturing strategies for all identified benefits, and assign ownership to benefits strategies. System Validation Session (SVS) Ensure the COUNTY has commenced activities on all facets of their adoption plan and each benefit has at least one vital behavior and strategies determined for each of the influence sources to realize change, corrections considered and made for less effective strategies, and verification of milestone established in the learning plan are discussed. There will be two subsequent Interactive Validation Sessions that will be performed after the SVS. These will occur remotely within the weekly team events. Trainer and Conversion Prep (TCP) Ensure COUNTY is on track with the learning facets of their adoption plan and identify risks, ensure COUNTY has a detailed plan around adoption measurement, dialogue focused on the effectiveness thus far of chosen strategies. Integration Testing (IT) Ensure all baseline benefits strategies are in place for end user training prior to conversion and considerations for the learning plan are addresses and discussed leading up to the training efforts. OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

118 0 0 0 Post Conversion Review - Ensure COUNTY is measuring adoption and data is being used to spur interventions that address adoption gaps, ensure the COUNTY has begun benefit measurement, values gained to date at implementation are reviewed in caparison to benefits identified during Strategic Assessment and LSCW and discuss plan for further improvement of benefits. CONTRACTOR MILLENNIUM: ARCHITECTURE, TROUBLESHOOTING, AND ISSUE MANAGEMENT - The Architecture, Troubleshooting and Issue Management course is four days in length. The course will be delivered at COUNTY site. It is recommended the class be delivered no earlier than one () month before conversion or no later than three () months post conversion. The class maximum will be twelve () participants per day. Domain and materials are included for up to twelve () participants for an onsite course. If class size should need to exceed twelve () participants, another session will be scheduled and additional course fees will apply. COUNTY should have a fully equipped training room (projector, PCS, internet connection) to be able to successfully deliver the class. CONTRACTOR Millennium: Architecture, Troubleshooting, and Issue Management focuses on helping participants develop the skills they need to support their CONTRACTOR Millennium system by enabling them to gain a working knowledge of the CONTRACTOR Millennium architecture, develop basic troubleshooting skills, and learn how to conduct data gathering for issue resolution. This course covers the CONTRACTOR Millennium architecture terminology and tier functions, basic troubleshooting techniques, using CONTRACTOR Millennium information resources including the eservice Knowledge Base to locate an issue resolution, and submitting a Service Request. Upon completion of this course, you will be able to: Identify the components of CONTRACTOR Millennium s three-tier COUNTY-server architecture. Explain the role of the middleware within the CONTRACTOR Millennium architecture. Define the terms node, application server, and application domain. Define the terms DNS and DNS zone. Understand the roles of message queuing and WebSphere MQ within the CONTRACTOR Millennium architecture. Define the terms code warehouse and dic.dat. Understand the role of the CONTRACTOR Millennium Registry. Become familiar with common character-cell system management tools, such as TDBView, SCPView, MsgView, CRMTest, QCPView, and Mon_SS. Become familiar with common GUI system management tools, such as MsgViewWin, System Message Viewer, CONTRACTOR Enterprise Manager, Olympus, HNA Test, Crash Collector, Issue Collector, and Millennium Troubleshooting Assistant. Understand the role of application server log levels in troubleshooting. Explain the role of the database within the CONTRACTOR Millennium architecture. Understand the roles of Discern Analytics and SQL*Plus for accessing the database. Explain the difference between reference, activity, and meta data. Explain the role of archive log mode in database recovery. Explain the role of the Oracle alert log when troubleshooting database issues. OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

119 0 0 0 Describe the structure of the CONTRACTOR Millennium data model. Describe how information is stored in the CONTRACTOR Millennium database. Write simple queries of the CONTRACTOR Millennium database using Discern Analytics. Explain the role of the front end within the CONTRACTOR Millennium architecture. Y. HEALTH SENTRY. POSITIONS Roles utilized for the position will be outlined within the project plan received during the project implementation. These roles are built with pre-defined workflows. Examples include Delivery Consultant. Data Connections COUNTY domain to HealthSentry data center using a secure transmit to deliver reportable data daily HealthSentry domain to the Department of Health domain using a secure transmit to deliver reportable data daily. Rules and Mapping Patented Jurisdictional Logic will be used to determine the data which is reportable and in the specific format in which it is to be sent to the Department of Health Standardized Mapping will be completed for COUNTY using HealthSentry s common nomenclature as well as LOINC and SNOMED codes. Results Storing and Viewing After results are sent to the state, results in BusinessObjects are stored for ninety (0) days. After the 0 day period the results will be permanently stored outside of BusinessObjects for COUNTY After the results are sent to the state, results in the HL have long term storage. Produce Reports CONTRACTOR will send an HL daily to the required Department of Health as contracted by COUNTY (State, County, and/or City) CONTRACTOR will provide COUNTY with a copy of the daily HL file as well as COUNTY specific reports in BusinessObjects. Deliverables Automates reporting to public health organizations Provides faster turnaround time and more complete data Improves community security with early detection Z. PRODUCTION APPLICATION SERVER UPGRADE EBS SAN/Storage-Advisory Oversight Services (CTS-EBSOVRS). SOLUTION DESCRIPTION The CONTRACTOR Enterprise Backup and Storage Project Oversight service provides advice for COUNTYs concerned about implementing or managing SAN, storage or data protection solutions. This service includes providing project management/coordination of all parties involved OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

120 0 0 0 to maintain a proper schedule for implementation of new solutions. This service is provided in increments of one () week and will be priced according to the number of weeks required to perform service.. DEFINITION OF PROJECT SCOPE One or More of the following tasks will be performed (dependent on solution purchased): Planning (remote or onsite as needed/requested) o Schedule kick off call and follow-up project calls with COUNTY o Review of project management roles on vendor and CONTRACTOR level Discuss specific responsibilities for key tasks/subprojects o Review of purchased hardware, software, and services o Review of pre-requisites o Review of documentation provided by vendor and/or COUNTY data gathering Review of one or more purchased solution(s) o Storage array and storage virtualization solution Review storage array compatibility with current or proposed SAN and host environment o Host system solution Review host systems for compatibility with current or proposed SAN and data protection environment o Fibre channel switches solution Review fibre channel switch compatibility with current or proposed SAN, host and data protection environment o Data protection solution Review data protection solution compatibility with current or proposed SAN and host environment Provide CONTRACTOR-related specifications required for implementation of solution(s) o Storage array and storage virtualization solution Storage requirements (e.g. # of LUNs, LUN sizes, ) o Host system solution Host system resource requirements (e.g. RAM, CPUs, ) Host connectivity requirements (e.g. # of HBA-ports, zoning, ) o Fibre channel switches solution Fabric design o Data protection solution Data protection best practices (e.g. backup frequency, backup type, ). SERVICES NOT INCLUDED IN PROJECT SCOPE This service does NOT include the following items/tasks: Hardware o Hardware o Installation or upgrade of any hardware Software o Software licenses o Custom scripting OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

121 0 0 0 o Installation or upgrade of any software o Configuration of any software/firmware components. DELIVERABLES Project status updates CONTRACTOR-related specifications/requirements for purchased solution(s). COUNTY OBLIGATIONS AND PREREQUISITES COUNTY obligations and prerequisites listed in Prerequisite section. AA. PRODUCTION APPLICATION SERVER UPGRADE HA IMPLEMENTATION FOR HP-UX (CTS-HAHPUX). DEFINITION OF PROJECT SCOPE AND DELIVERABLES CONTRACTOR Technical Associates and a qualified ServiceGuard Implementation Expert will review and enhance ServiceGuard and High Availability on a two-node HP Cluster. CONTRACTOR Technical Associates will also implement Oracle Real Application Cluster on a two-node HP Cluster. Certain tasks are dependent on the availability of your technical personnel for verification and testing. We will identify those tasks at the beginning of the engagement to facilitate scheduling and coordination. The following work activities will be performed: CLUSTER CONFIGURATION FOR HIGH AVAILABILITY Planning o Understanding your configuration and failover expectations o Discussion of configuration scenario's o Discuss configuration design o Verify required hardware is installed and configured correctly o Verify required network addresses are correct o Discuss system backup requirements o Discuss installation and configuration process Base cluster configuration o Cluster configuration design review o Cluster software installation, configuration, verification and testing o Cluster H/W configuration review o Custom failover scripts o Knowledge transfer ( hours) Oracle Real Application Cluster o Implement Oracle Real Application Cluster (additional services will need to be purchased for Oracle 0g RAC/CRS install) o COUNTY Knowledge transfer CONTRACTOR Transparent Application Failover (CCLReconnect) o Implement CCLReconnect functionality for seamless application failover CONTRACTOR will provide one or more Technical Services Associates to perform those items found in the project set forth in this Exhibit A including: Cluster configuration documentation Custom failover scripts (as required) Knowledge transfer 0 OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

122 COUNTY SKILL AND PARTICIPATION LEVEL REQUIREMENTS COUNTY ROLE REQUIRED SKILL LEVELS LEVEL OF PARTICIPATION HP-UX/ /ServiceGuard Analyst Yes Expert Contributor Perform Work Database Administrator Yes Expert Contributor, Perform Work Disaster Recovery Analyst Yes Analyst Review, Contributor Project Manager No Analyst Review, Approve Storage Analyst Yes Expert Perform Work System Engineer Yes Expert Perform Work Technology Architect Yes Expert Contributor, Approve Telecommunications & Data Network Analyst Yes Analyst Contributor, Perform Work Technical Engagement Leader Yes Analyst Approve. ASSUMPTIONS For proper knowledge transfer we strongly recommend that the COUNTY be familiar with the core technologies used in this solution. Work will be performed remotely unless otherwise noted or agreed upon. This service is only on a per cluster basis. If a COUNTY has more than one HA cluster, a separate Arrangement Letter will need to be signed.. ESTIMATED WORK EFFORT AND DURATION Estimated project duration is week, depending on COUNTY availability. COUNTY OBLIGATIONS AND PREREQUISITES COUNTY obligations and prerequisites listed in Prerequisite section.. COMPLETION CRITERIA Each service shall be considered complete when CONTRACTOR has rendered the applicable services, delivered the technology solution, provided the knowledge transfer, delivered the documentation, and COUNTY has reviewed the deliverables and agrees in writing by signing an Event Activity Report (EAR) that such service is complete. BB. PRODUCTION APPLICATION SERVER UPGRADE HA HEALTHCHECK FOR HP UX CTS-HAHPUXHCM. SOLUTION DESCRIPTION A CONTRACTOR Millennium environment and associated database typically resides on two or move servers. Implementing and maintaining a high availability configuration requires diligence and careful change control to ensure the stability of the cluster.. SERVICE OVERVIEW CONTRACTOR proposes to provide technical consultation services to perform a check of the high availability configuration as well as implementation of any new HA or CONTRACTOR code patches. This project includes only the items set forth in this Exhibit A. A new arrangement Letter or Quotation must be executed by the parties if COUNTY requests additional tasks beyond those set forth herein. OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

123 DEFINITION OF PROJECT SCOPE Certain tasks are dependent on the availability of COUNTY technical personnel for verification, testing, and knowledge transfer. CONTRACTOR will identify those COUNTY tasks at the beginning of the engagement to facilitate scheduling and coordination. The following work activities will be performed by CONTRACTOR, unless otherwise noted: CONTRACTOR will provide a Technology Architect to perform those items found in the project set forth in this Exhibit A including: X support for production problems affecting patient care through CONTRACTOR Immediate Response Center. x support for technical support of ServiceGuard HA scripts/configuration SERVICEGUARD patches SERVICEGUARD CONTRACTOR fail-over script updates and enhancements The quarterly healthcheck daily tasklists will consist of the following agenda on site: day Health Check: Day : o S/W revision leveling and PTF matrices check for ServiceGuard o Gathering of site specific criteria for ServiceGuard Cluster. o Applications of any needed HP/UX Patches /Micro Code or CONTRACTOR failover scripts (if any) o Incorporation of COUNTY requested variable changes(i.e. IP address change, addition of volume groups) o Prepare work plan for failover testing. Day : o Multiple run through of fail-over and fail-back functionality testing based on COUNTY input and available downtime allocated. o Issues and situation management Day : o Wrap-up testing (if needed) o Documentation (report of what was found to be wrong) o Information and limited knowledge transfer (this will be done partially by documentation.) This will enable the COUNTY to be up to date on imposed changes and issues that arose during the engagement.. COUNTY SKILL AND PARTICIPATION LEVEL REQUIREMENTS COUNTY ROLE REQUIRED SKILL LEVELS LEVEL OF PARTICIPATION HP-UX/ /ServiceGuard Analyst Yes Expert Contributor Perform Work Citrix Analyst No Expert Contributor, Perform Work Application Analyst Yes Analyst Contributor Database Administrator Yes Expert Contributor, Perform Work Disaster Recovery Analyst Yes Analyst Review, Contributor Project Manager No Analyst Review, Approve Security Analyst Yes Analyst Review, Approve OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

124 0 0 0 Server Analyst Yes Analyst Perform Work Storage Analyst Yes Expert Perform Work System Engineer Yes Expert Perform Work System Engineer MDI/BMDI Yes Expert Perform Work System Operations Analyst Yes Basic Perform Work Technology Architect Yes Expert Contributor, Approve Telecommunications & Data Network Analyst Yes Analyst Contributor, Perform Work Technical Engagement Leader Yes Analyst Approve. ASSUMPTIONS For proper knowledge transfer we strongly recommend that the COUNTY be familiar with the core technologies used in this solution. Work will be performed remotely unless otherwise noted or agreed upon. This service is only on a per cluster basis. If a COUNTY has more than one HA cluster, a separate Arrangement Letter will need to be signed..estimated WORK EFFORT AND DURATION This is a fixed fee service. Estimated project duration is week, depending on COUNTY availability.. FREQUENCY This service will require only one week.. COUNTY OBLIGATIONS AND PREREQUISITES COUNTY obligations and prerequisites listed in Prerequisite section.. DELIVERABLES Unless otherwise noted for a specific service, CONTRACTOR shall perform the services described in each item in this Attachment including, as applicable, training and documentation. CONTRACTOR will use commercially reasonable efforts to deliver, as applicable, the documentation, drawings, and environmental specifications in a format or containing content reasonably conforming to COUNTY s documentation standards for like documents. When there are multiple occurrences of the same service, CONTRACTOR s work effort and deliverables shall be adjusted to take into account the then current technical environment including updated maintenance and management checklists. 0. COMPLETION CRITERIA Each service shall be considered complete when CONTRACTOR has rendered the applicable services, delivered the technology solution, provided the knowledge transfer, delivered the documentation, and COUNTY has reviewed the deliverables and agrees in writing by signing an Event Activity Report (EAR) that such service is complete.. DESCRIPTION OF SERVICES CONTAINED IN THIS DOCUMENT A CONTRACTOR quote for technology (Equipment, Sublicensed Software, or technology solutions) may contain multiple technical services designed to install and/or implement the Equipment, Sublicensed Software, or technology solution and provide training and knowledge transfer to COUNTY. This document contains a section describing the technical services included OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

125 0 0 0 with each technology quote in this CONTRACTOR System Schedule. The services contained in a scope of work are categorized as follows: Installation Services Installation services are those activities that perform and manage the installation and CONTRACTOR standard setup and configuration of Equipment, Sublicensed Software, or technology solutions. Technology Solutions and Services Technology solutions are combinations of CONTRACTOR developed software, third party software, and services that enhances the use of Licensed Software or System, makes the System easier to use, or facilitates efficiency or cost containment. Generally, these services are performed once unless noted in the applicable scope of work document. Discrete Technology Services Discrete Services are those services that involve a defined scope of work that may be performed one or more times. Typically, these types of services a listed on the CONTRACTOR provided technology roadmap and are scheduled into the future. Technology Healthchecks Healthchecks are services that are delivered on an as needed bases or on a pre-determined basis such as annually. These services provide a mechanism whereby CONTRACTOR experts review technical areas (Oracle, HACMP, etc.) to ascertain whether or not the setup, maintenance, and management of an area is up to date in terms of management best practices, software patches, tuning, etc. The healthcheck also reports on any improvements that need to be made in the skill and knowledge of the COUNTY s personnel and in the maintenance and management of the technical area so that optimal performance and stability can be attained.. PERSONNEL QUALIFICATIONS CONTRACTOR will deliver or manage the delivery of a technical service using associates trained in both the technology for which the service applies, and in CONTRACTOR s methodology for the successful delivery, including training and knowledge transfer, of such service or technology.. STATEMENT OF INTENT: STORAGE AREA NETWORKS (SAN) For each addition of Equipment that includes new or incremental storage and subject to CONTRACTOR s then current written testing or certification guidelines, CONTRACTOR and COUNTY agree to work together to determine the optimum approach of increasing storage capacity and whether or not the increase in capacity should use an existing SAN or to create a new SAN. BEST PRACTICES Because some of the services listed in this Attachment occur over a period of years, CONTRACTOR will use the then current best practices known to CONTRACTOR when delivering a service to COUNTY. The content of the service at the time of the delivery will include OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

126 0 0 0 but not be limited to: (a) server utilization and configuration, (b) software tuning and configuration, (c) maintenance and management techniques, and (d) training and knowledge transfer. EQUIPMENT SUBSTITUTION In the case where a service or solution includes Equipment, at the time of configuration and design, CONTRACTOR will work with COUNTY to evaluate, configure and substitute newer or enhanced Equipment (subject to (i) CONTRACTOR s certification for COUNTY use, if applicable, and containing equal or higher capacity, performance, function, or availability. If the net price of such substitution is higher than the dollars originally estimated for the Equipment being replaced, COUNTY agrees to pay for the incremental amounts at a rate consistent with the original pricing taking into account CONTRACTOR s then current pricing structure from CONTRACTOR s suppliers. If such substitution is agreed upon, CONTRACTOR will modify the applicable scope of work document in this Attachment to reflect the substitution and any change on service or solution scope.. EQUIPMENT SUBSTITUTION In the case where a service or solution includes Sublicensed Software, at the time of configuration and design, CONTRACTOR will work with COUNTY to evaluate, configure and substitute newer or enhanced Sublicensed Software (subject to (i) CONTRACTOR s certification for COUNTY use, if applicable, and containing equal or higher performance, function, or availability. If the net price of such substitution is higher than the dollars estimated for the Sublicensed Software being replaced (including, but not limited to system management software and storage management software such as BMC PATROL or Tivoli Storage Manager, respectively), COUNTY agrees to pay for the increment amounts at a rate consistent with the original pricing taking into account CONTRACTOR's then current pricing structure from CONTRACTOR's suppliers. If such substitution is agreed upon, CONTRACTOR will modify the applicable scope of work document in this Attachment to reflect the substitution and any change on service or solution scope.. OUT OF SCOPE SERVICE RATES If CONTRACTOR provides COUNTY requested services that are agreed to by the parties to be out of scope, such services shall be performed at the service rates within the project set forth in this Exhibit A to the Agreement.. COUNTY ROLE, SKILL LEVEL, AND PARTICIPATION REQUIREMENTS Each scope of work item in this Attachment contains a matrix, by COUNTY role, listing the expected skill level and participation level for COUNTY personnel. Each matrix uses the following legend to broadly define the level of skill and participation level of COUNTY personnel required for COUNTY to receive the appropriate benefit from a service. Prior to service delivery, CONTRACTOR will provide an updated skill matrix as a part of the prerequisite check list. Role Descriptions HPUX / Service Guard Analyst Responsible for operating system software and system support. OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

127 0 0 0 Responsibilities: Assisting IT/functional teams in defining system maintenance and other technical operations policies/procedures Maintaining current revision levels and tests and certifies new revisions of operating system and layered solution software including cluster setup Implementing system start-up procedure modifications to ensure that software environments are functioning and available upon system start-up Verifying and modifying backup procedures as necessary to ensure appropriate data recovery capabilities exist Evaluating, developing and providing performance and hardware error monitoring tools CITRIX Analyst Responsible for server and COUNTY aspects of the Citrix environment including Citrix system support. Responsibilities: Assisting IT/functional teams in defining Citrix maintenance and other technical operations policies/procedures Maintaining current revision levels and tests and certifies new revisions of Citrix and related Citrix layered solutions such as CONTRACTOR s WTS Location Tool and Appsense. Implementing Citrix start-up procedure modifications to ensure that Citrix environments are functioning and available to the end user upon system start-up Participate in COUNTY s virtualization design and deployment strategy including, but not limited to VMware and Softricity. Application Analyst Autotester/PCLA BMC patrol/pi/mm/ps Primary COUNTY departmental/functional resource dedicated to building, testing and converting the application database. There may be multiple COUNTY application analysts on a departmental/functional team depending on the department/functional area and the scope of the implementation. Responsibilities: Implementing solution design decisions; tailors application database to meet the unique requirements of the department and COUNTY institution Helping develop policies and procedures for specific department/function responsibilities Developing patient reporting databases such as patient charting Developing procedures for troubleshooting and training on medical device interfaces Assisting in testing system functionality as well as validating database integrity May be assigned to help provide end-user training Database Administrator The Database Administrator is responsible for managing the relational database. Manages the Oracle and SQLserver databases with major responsibilities in the areas of monitoring database performance and file growth, database tuning, database backup and verification and preparation of recovery. Responsibilities: Ensuring that appropriate backup and recovery procedures are in place and properly executed OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

128 0 0 0 Monitoring table space consumption and identifies potential problem areas, which would affect database availability Monitoring performance and availability of the database system Executing appropriate utilities/procedures to optimize performance and disk space utilization of the database system Installing release upgrades and revision-level updates to relational database software Troubleshooting production database issues Testing, certifying and implementing release upgrades and revision level updates to database software Developing, implementing and maintaining policies related to the Oracle database, including integrity and recovery of data Disaster Recovery (DR) Analyst Focuses on requirements definition, design, and implementation of COUNTY s disaster recovery strategy. Responsibilities: Assisting IT/functional teams in defining DR requirements Reviews system maintenance and other technical operations policies/procedures for applicability to the DR plan Participates in changes to COUNTY s backup procedures or strategy as necessary to ensure appropriate data recovery capabilities exist Maintaining DR documentation and related documents Review testing plans for impact to the DR plan as new and revised software prior to implementation in a production environment or DR environment Assisting Network Support Analyst in maintaining DR based applications and tools such as CONTRACTOR s front-end and back-end Disaster Recovery Toolkits End User Application Trainer mobile The End User Application Trainer is responsible for all end user training, which should include CONTRACTOR application training and any training related to changes in processes and policies. Responsibilities: Windows and PC knowledge/expertise Ability to facilitate/teach Working knowledge of departmental policies and procedures Working knowledge of application build Ability to support end users during go-live Desktop Analyst Focuses on primary support for networked end user devices (wired PCs, printers, scanners, etc.). Maintains devices and applications for the end users. Coordinates the interaction between users of desktop applications and the Technical Services department. Assists users in making the most effective use of graphical user interface applications through training, file maintenance, testing and problem solving. Responsibilities: OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

129 0 0 0 Acting as a liaison between user departments, technical services and software vendors to resolve problems, answer questions and complete requests for services Maintaining microcomputer configurations and file structures along with supporting documentation Testing new and revised software prior to implementation in a production environment Performing installation of personal computers and peripherals Assisting Network Support Analyst in maintaining networked based applications Help Desk Analyst Assists voice and data (computer) system users by providing first line responses to questions, requests for services and system/equipment problems. Handles initial telephone calls from users, routing callers to appropriate support personnel for questions, requests, or problems requiring higher level of expertise or requires site visit to user s department. Responsibilities: Answering incoming telephone calls from all users of hospital information systems regarding system questions, service requests and system problems Providing answers to user questions and resolving routine problems in cases where this can be done in a short time frame and for calls not requiring a visit to the user location Routing user service requests, questions and problems that are not able to be addressed to the appropriate support personnel Following up on all calls referred to support personnel including communicating status to users as required Telecommunications & Data Network Analyst The network analyst role is responsible for network and telecommunications implementation and support activities. Provides support in the implementation and maintenance of all computer workstation hardware, printers, and associated servers. Performs the configuration and maintenance of the settings for peripheral equipment and enterprise network to support in-house and remote access to systems. Responsibilities: Maintain network documentation Configuring and managing network electronics (bridges, routers, switches, etc.) Analyzing and determining when network errors have reached a critical threshold and initiates the service call for repair/replacement of malfunctioning equipment Implements and monitors network security standards Evaluating, developing and providing network monitoring tools Investigating user response time complaints Identifying and implementing network expansion/modifications to improve user response time, allow network access, or improve network availability Providing input to capacity and technology planning efforts Process Architect/Consultant Change Management Specialist The role has primarily responsible for providing those impacted by the change with the understanding of the reasons COUNTY is doing it, the benefits and what is in it for the individuals impacted by this project. OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

130 0 0 0 Responsibilities: Participating in all major process decisions made by the departmental/functional teams Assisting with the development of test plans Creating awareness of the project and impending change Assisting those impacted by the change by ensuring they receive proper training, mentoring, etc Providing opportunities for those impacted by the change to participate in the process Developing and execute an appropriate communication plan and activities Project Manager A Project Manager (PM) is assigned to coordinate COUNTY s staff in the implementation of technical solutions. Responsibilities: Participating in the development, monitoring and management of the solution implementation work plans Directing COUNTY resource activities in concert with other implementation Project Team members Participating in the development of foreign system and medical instrument interface specifications Maintaining regular contact with CONTRACTOR Project Team through on-site visits, conference calls, fax and routine telephone calls Regularly documenting and reporting project progress and issues to executive project management Security Analyst Focuses on requirements definition, design, and implementation of COUNTY s security strategy. Responsibilities: Assisting IT/functional teams in defining, monitoring, and measuring security compliance to COUNTY s security policy Reviews system setup and maintenance plans Participates in application design review meeting Maintaining and communicate applicable security policies and practices to IT teams Review new releases of software for impact to the security plan as new and revised software upgrades are planned Assists other IT analysts in the implementation of security practices Server Analyst Focuses on primary support for Intel servers required to support networked and wireless end user devices. Coordinates the interaction between different support teams in the Technical Services department. Responsibilities: OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

131 0 0 0 Assisting IT/functional teams in defining system maintenance and other technical operations policies/procedures Maintaining current revision levels and tests and certifies new revisions of operating system and layered solution software including cluster or farm setup Implementing system start-up procedure modifications to ensure that software environments are functioning and available upon system start-up Verifying and modifying backup procedures as necessary to ensure appropriate data recovery capabilities exist Evaluating, developing and providing performance and hardware error monitoring tools Maintaining server configurations and file structures along with supporting documentation Testing new and revised software prior to implementation in a production environment Assisting Network Support Analyst in maintaining networked based applications Storage Analyst The storage analyst provides consultation and support for COUNTY s storage and data management strategy. Typically, a storage analyst has deep knowledge in the I/O performance, storage or data replication, backup and recovery strategies, and capacity planning Responsibilities: Assists in the development and monitoring of project work plans that require or affect storage or storage networks. Consults on technical environment and hardware configuration decisions regarding the type of storage device and requirements for redundancy and multi-pathing Prepares appropriate documentation in compliance with standard operating procedures, including best practices from the storage vendors, CONTRACTOR, and COUNTY s own experiences. Reviews operations jobs and procedures regarding data protection Experience managing storage implementations of a large and complex nature Experience troubleshooting and proposing solutions to implementation or production problems for distributed open systems System Engineer The System Engineer (SE) is responsible for the installation of the Millennium system environment and outputs. The SE performs work on new project installations, software system release upgrades and/or System performance management projects. Responsibilities: Installing code: operating system, applications, and device interfaces Acting as the primary contact for technology/systems issues that arise at the COUNTY site Assisting COUNTY System Operations Manager in developing routine operations cycle Providing support for system performance monitoring and adjustments, in addition to providing input for capacity planning/capacity analysis Troubleshooting and resolving system problems and assisting in the investigation and resolution of application failures/problems 0 OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

132 0 0 0 System Engineer - MDI/BMDI The System Engineer (SE-MDI/BMDI) (Integration analyst) is responsible for the installation and COUNTY support of medical device and/or bedside medical device software interfaces. Responsibilities: Acts as the primary contact for Medical Device interface related issues Assists in the development and monitoring of project work plans Provides appropriate documentation to support the CONTRACTOR system and database setup and testing processes Installing code: foreign system interfaces System Operations Analyst Responsible for hardware operation and system operation. Assists in the installation of data center equipment, networks and associated peripheral devices. Responsibilities: Assisting departmental/functional teams in defining system maintenance and other technical operations policies/procedures Implementing system start-up procedure modifications to ensure that software environments are functioning and available upon system start-up Verifying successful operation of backup procedures as necessary to ensure appropriate data recovery capabilities exist Analyzing and determining when hardware device errors have reached a critical threshold and initiates the service call for repair/replacement of malfunctioning equipment Observe performance and hardware error monitoring tools Maintaining and supporting the operations cycle Technology Architect The Technology Architect (TA) provides consultation for three-tier COUNTY/server healthcare applications. A Technology Architect has deep knowledge in one of the following areas of specialization: AIX, Desktop, Windows Server, Data Network, Oracle DBA and standard applications. Responsibilities: Assists in the development and monitoring of project work plans Consults on technical environment and hardware configuration decisions Prepares appropriate documentation in compliance with standard operating procedures Experience managing full cycle technology implementations of a large and complex nature Telecommunications & Data Newtork Analyst The network analyst role is responsible for network and telecommunications implementation and support activities. Provides support in the implementation and maintenance of all computer workstation hardware, printers, and associated servers. Performs the configuration and maintenance of the settings for peripheral equipment and enterprise network to support in-house and remote access to systems. Responsibilities: Maintain network documentation Configuring and managing network electronics (bridges, routers, switches, etc.) OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

133 0 0 0 Analyzing and determining when network errors have reached a critical threshold and initiates the service call for repair/replacement of malfunctioning equipment Implements and monitors network security standards Evaluating, developing and providing network monitoring tools Investigating user response time complaints Identifying and implementing network expansion/modifications to improve user response time, allow network access, or improve network availability Providing input to capacity and technology planning efforts Technical Engagement Leader The Technical Engagement Leader (TEL) is the primary manager for the overall definition and delivery of technical installation work during the CONTRACTOR software implementation effort. The TEL is the primary contact for a wide variety of technical issues. The TEL is the expert judge of the COUNTY's technical risk factors for successful implementation and management of their systems. The COUNTY Technical Engagement Leader is responsible for coordinating HNA technology implementation activities within the COUNTY s Information Services organization. The COUNTY TEL works closely with CONTRACTOR s technology resources as well as other COUNTY project managers to ensure that platform strategy decisions and implementation activities are in harmony with the overall system architecture. Responsibilities: Preparing technical work plan including definition of tasks, task dependencies, estimates and resource requirements Leading technical assessment of COUNTY environment Coordinating and leading all technical knowledge transfer activities with COUNTY Attending decision-making meetings, as technology agenda items require Participating in all major technology and operations-related decisions made by the departmental/functional team (e.g., system downtime, report distribution) Assisting departmental/functional teams in defining system maintenance and other technology operations policies/procedures as part of the technology strategy WEBSPHERE / Web Server Analyst Focuses on primary support for Intel servers required to support Millennium web based applications. Coordinates the interaction between different support teams in the Technical Services department that are affected by web applications. Responsibilities: Assisting IT/functional teams in defining system maintenance and other technical operations policies/procedures Maintaining current revision levels and tests and certifies new revisions of operating system and Websphere layered solution software including cluster or cell setup Define specifications for web load balancers Implementing system start-up procedure modifications to ensure that Web software environments are functioning and available upon system start-up OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

134 0 0 0 Participate in COUNTY s virtualization design and deployment strategy including, but not limited to VMware and Softricity. Verifying and modifying backup procedures as necessary to ensure appropriate data recovery capabilities exist Maintaining server configurations and file structures along with supporting documentation Testing new and revised software prior to implementation in a production environment Assisting Network Support Analyst in maintaining networked based applications Skill Levels Basic General understanding of the features and functions of the technology. Familiar with the terminology used by or associated with the technology. Analyst - years of experience working with the technology. Understands the architecture of the technology. Familiar with COUNTY s standards and procedures for the technology. Expert Deep understanding of the technology and appreciation for the affect of changes in configuration, parameters, or deployment options. + years of progressive experience with the technology in a lead role or in a large implementation of the technology. Experience in managing or monitoring team members with less skill or experience. Expected Level Of Participation Review Participate in the review and project plans and design documents. Provide COUNTY specific inputs and specifications. Contributor Provide input or requirements to design and specification processes Able to make or gain approval of decisions in design or specification processes. Perform Work Execute or manage others in the performance of tasks and activities for a given project plan. Approval Approve scope, design, or deliverable documents. CC. PRODUCTION APPLICATION SERVER UPGRADE DATACENTER HARDWARE MIGRATION (CTS-HWMIG). SOLUTION DESCRIPTION A CONTRACTOR Millennium environment and associated database typically resides on two or move servers. Moving the application and database to a new platform requires several different skill sets. CONTRACTOR provides the expertise required for migrating the CONTRACTOR Millennium application and rebuilding/upgrading the database to the new platform.. SERVICE OVERVIEW OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

135 0 0 0 CONTRACTOR proposes to provide technical consultation services to migrate the CONTRACTOR Millennium application and/or database to a new server(s). Also, CONTRACTOR will provide technical consultation services to move the non-production domains to the new non-production servers. NOTE - The non-prod domains will be moved with the environment down.. DEFINITION OF PROJECT SCOPE Certain tasks are dependent on the availability of COUNTY technical personnel for verification, testing, and knowledge transfer. CONTRACTOR will identify those COUNTY tasks at the beginning of the engagement to facilitate scheduling and coordination. The following work activities will be performed by CONTRACTOR: Pre-travel Checklist Discussion (Remote) Provide Pre-travel Checklist document to COUNTY Schedule and conduct Pre-travel review discussion with the COUNTY Create migration project plan with COUNTY Hardware and Application Server Verification Verification of server hardware Verification of all required licenses and software necessary are present Assistance in making the hardware available on Intellinet for remote support from CONTRACTOR Participate in planning discussion around carving up and allocating storage to new target node(s) Carve and present required storage to new target node(s) (COUNTY Responsibility) Review target systems OS versions and patch levels. Review Initial System Settings on new target servers and make recommendations to COUNTY on settings to be modified. Install Disaster Recovery Toolkit on new servers and configure between existing servers and new servers Install corresponding Oracle version matching production on target server in a Non-RAC mode. Mock Phase Create or designate mock environment for use during project (COUNTY Responsibility) Setup Disaster Recovery Toolkit for Mock environment to target application server(s) Replicate CONTRACTOR Millennium Mock environment from source to target server(s) Create new target database on target server using the standby database Perform Mock failover to target servers utilizing the DR Toolkit Support COUNTY Functional testing Installation of HA and RAC (NOT IN SCOPE COUNTY responsibility unless purchased via separate service). Test Backup solutions in new configuration (NOT IN SCOPE COUNTY responsibility unless purchased via separate service) Migrate and/or re-install other software installed on production servers. Examples include RMAN, TSM, BMC Patrol, etc. (NOT IN SCOPE COUNTY responsibility unless purchased via separate service) Document any issues from test and add to downtime planning document Production Phase OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

136 0 0 0 Setup Disaster Recovery Toolkit for Production environment to target application server(s) Replicate CONTRACTOR Millennium Production environment from source to target node(s) Create new target database on target server by using the standby database Shutdown existing Production Domain Update DNS entries to point production domain to new server(s) (COUNTY responsibility) Update FAT COUNTYs and any tnsnames.ora entries as necessary (COUNTY Responsibility) Restart CONTRACTOR Millennium environment on new server(s) Support COUNTY Functional testing Remote Technical Support Remote technical support is provided for days after engagement completion. After that time, support should go through the standard support channels.. DELIVERABLES CONTRACTOR Millennium production application environment has been migrated to new server(s)/storage Knowledge transfer for installation, configuration and operational procedures for new configuration ASSUMPTIONS For proper knowledge transfer we strongly recommend that the COUNTY be familiar with the core technologies used in this solution. Work will be performed remotely unless otherwise noted or agreed upon. Typically, the onsite work will consist of the project kickoff and the production conversion Sufficient storage is available for a second copy of the production database. This will be the new target database.. ESTIMATED WORK EFFORT AND DURATION Estimated project duration is -0 weeks, depending on COUNTY availability.. FREQUENCY The first visit will be for initial project kickoff and planning activities. The second visit will be for the production cutover, unless agreed to by both the COUNTY and the CONTRACTOR Team.. COUNTY OBLIGATIONS AND PREREQUISITES COUNTY ROLE REQUIRED SKILL LEVELS LEVEL OF PARTICIPATION VMS/HA Analyst Yes Expert Contributor Perform Work Citrix Analyst No Expert Contributor, Perform Work Application Analyst Yes Analyst Contributor Database Administrator Yes Expert Contributor, Perform Work Disaster Recovery Analyst Yes Analyst Review, Contributor Project Manager No Analyst Review, Approve Security Analyst Yes Analyst Review, Approve OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

137 0 0 0 Server Analyst Yes Analyst Perform Work Storage Analyst Yes Expert Perform Work System Engineer Yes Expert Perform Work System Engineer MDI/BMDI Yes Expert Perform Work System Operations Analyst Yes Basic Perform Work Technology Architect Yes Expert Contributor, Approve Telecommunications & Data Network Analyst Yes Analyst Contributor, Perform Work Technical Engagement Leader Yes Analyst Approve DD. PREREQUISITES SECTION CAMM DIGITAL OBJECTS (Items below are deemed obligations only as applicable to COUNTY s environment) Designate a representative to be the key focal point relative to this project and this person will have the authority to act on COUNTY s behalf in matters regarding this project. If required ensure all hardware and software products are available for this project. Provide necessary printouts of the requested configurations on an as needed basis. Provide documentation and support phone numbers for all hardware and software providers. Provide the performing CONTRACTOR Associate high privilege access to the systems being serviced as needed. Provide the performing CONTRACTOR Associate root access to the systems being serviced as needed. Ensure all host definitions have been generated and are available for connection. Provide all necessary host interface information, including, but not limited to destination address, local adapter address, exchange ID, and remote and local LU names, etc. Provide operator guides for any requested equipment that will be used in the configuration and connection process. Provide access to the system during normal business hours and off-hours as required CONTRACTOR ENTERPRISE APPLIANCES WebSphere Deployment (CTS-MMSVRS) (Items below are deemed obligations only as applicable to COUNTY environment) Ensure hardware required for the proposed services or installation is available and operational and provide access to CONTRACTOR. Ensure the base operating system is installed on the hardware with the required OS fix packs or service packs Provide Network Engineer assistance to assist the CONTRACTOR resource if any load balancing solution is going to be used as part of this solution. The installation and configuration of load balancers is NOT included as part of this scope. Designate a representative to be the project manager. He/she will be the focal point for the CONTRACTOR Associate relative to this project and will have the authority to act on your behalf in matters regarding this project. Provide necessary printouts of the requested configurations on an as needed basis. Provide documentation and support phone numbers for all hardware and software providers. Provide installation instructions and validation of non-contractor applications on given platforms. Provide the performing CONTRACTOR Associate root access to the systems being serviced as needed. OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

138 0 0 0 Ensure all host definitions have been generated and are available for connection. Provide all necessary host interface information, including, but not limited to destination address, local adapter address, exchange ID, and remote and local LU names, etc. Provide operator guides for any requested equipment that will be used in the configuration and connection process. Provide suitable workspace for the CONTRACTOR Associate(s) with phone access during project. Ensure that the service keys to any systems are made available. Provide access to the system during normal business hours. Is responsible for creating their own appropriate test scripts. Is responsible for and will supervise any testing. Must approve the content and completion of the testing. Will authorize CONTRACTOR to move the code to production when authorized COUNTY staff has validated it if necessary COUNTY is required to remain actively engaged in this project weekly until completion. If project is inactive beyond a two-week period, the CONTRACTOR interface resource may be subject to reassignment to other projects thereby delaying COUNTY project until a future CONTRACTOR interface resource can be re-engaged. This Agreement covers only the items identified. A new Agreement will be required if additional tasks beyond those outlined in this Agreement are requested. AGILE It will be the responsibility of COUNTY to meet the appropriate minimum requirements to host and manage the solution including hardware, software and device management. COUNTY will secure the appropriate third party hardware and licensing as needed. The known list of minimum hardware, software and technology requirements is outlined here. Any costs to acquire the defined pre-requisites are not part of this Agreement and are additional costs the COUNTY will assume. If the scope specified in Exhibit A cause additional technology or license, COUNTY will be responsible for the added costs. Type Description CONTRACTOR Part Number (if appropriate) License Software MPages Runtime License PS-0 CFG_ESIGNATURE CONTRACTOR esignature Solution CONTRACTOR esignature License Interlink epad Planar Touch Screen Display CTESIG Licensed in EHR Contract VP CTS-ESIG-CAPT- Licensed in EHR OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

139 0 0 0 P SENTINEL Implement Patient esignature Capture esignature Technology Consultant Lexmark Document Distributor Server Contract CTS-RL-ESIG-TC - Licensed in EHR Contract C00-CRESG Licensed in EHR Contract COUNTY will perform the tasks and duties assigned to COUNTY in this document and provide CONTRACTOR assistance to the extent reasonably necessary for CONTRACTOR associates to render the Professional Services as specified. COUNTY will provide CONTRACTOR with timely access to all of COUNTY s (and any third party s) facilities and systems reasonably required by CONTRACTOR to provide the Professional Services specified in this document. COUNTY agrees to: (Items below are deemed obligations only as applicable to your environment) Ensure hardware required for the proposed services or installation is available and operational and provide access to CONTRACTOR. Designate a representative to be the project manager. He/she will be the focal point for the CONTRACTOR Associate relative to this project and will have the authority to act on your behalf in matters regarding this project. Provide necessary printouts of the requested configurations on an as needed basis Provide documentation and support phone numbers for all hardware and software providers. Provide the performing CONTRACTOR Associate root access to the systems being serviced as needed. Ensure all host definitions have been generated and are available for connection. Provide all necessary host interface information, including, but not limited to destination address, local adapter address, exchange ID, and remote and local LU names, etc. Provide operator guides for any requested equipment that will be used in the configuration and connection process. Provide suitable workspace for the CONTRACTOR Associate(s) with phone access during project. Ensure that the service keys to any systems are made available. Provide access to the system during normal business hours. Is responsible for creating their own appropriate test scripts. Is responsible for and will supervise any testing. Must approve the content and completion of the testing. Will authorize CONTRACTOR to move the code to production when authorized COUNTY staff has validated it. COUNTY is required to remain actively engaged in this project weekly until completion. If project is inactive beyond a two-week period, the CONTRACTOR interface resource may OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

140 0 0 0 be subject to reassignment to other projects thereby delaying COUNTY project until a future CONTRACTOR interface resource can be re-engaged. E-SIGNATURE (Items below are deemed obligations only as applicable to your environment) Provide electronic version of the forms to be converted in PDF format (separate forms must be submitted for each language). Ensure hardware required for the proposed services or installation is available and operational and provide access to CONTRACTOR. Ensure the base operating system is installed on the hardware with the required OS fix packs or service packs Ensure the domain is at the required CPP/CSP level and any additional service packages are installed Ensure the necessary Millennium changes are made Designate a representative to be the project manager. He/she will be the focal point for the CONTRACTOR Associates relative to this project and will have the authority to act on your behalf in matters regarding this project. Provide necessary printouts of the requested configurations on an as needed basis. Provide documentation and support phone numbers for all hardware and software providers. Provide installation instructions and validation of non-contractor applications on given platforms. Provide the performing CONTRACTOR Associate root access to the systems being serviced as needed. Ensure all host definitions have been generated and are available for connection. Provide all necessary host interface information, including, but not limited to destination address, local adapter address, exchange ID, and remote and local LU names, etc. Provide operator guides for any requested equipment that will be used in the configuration and connection process. Provide suitable workspace for the CONTRACTOR Associate(s) with phone access during project. Ensure that the service keys to any systems are made available. Provide access to the system during normal business hours. Is responsible for creating their own appropriate test scripts. Is responsible for and will supervise any testing. Must approve the content and completion of the testing. Will authorize CONTRACTOR to move the code to production when authorized COUNTY staff has validated it if necessary COUNTY is required to remain actively engaged in this project weekly until completion. If project is inactive beyond a two-week period, the CONTRACTOR interface resource may be subject to reassignment to other projects thereby delaying COUNTY project until a future CONTRACTOR interface resource can be re-engaged. OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

141 0 0 0 This Agreement covers only the items identified. A new Agreement will be required if additional tasks beyond those outlined in this Agreement are requested. IQ HEALTH (PATIENT PORTAL) COUNTY will need to satisfy HIPAA and other requirements to aggregate and disclose consumer personal health information (PHI). COUNTY will establish methods to setup and maintain the generation of a nightly registration files for new IQHealth (Patient Portal) patient accounts to send to CONTRACTOR. If any of the assumptions below cannot be completed by the COUNTY, additional professional service hours may need to be purchased from CONTRACTOR to complete the work: The COUNTY is responsible for the VPN connection to CONTRACTOR s hosted IQHealth (Patient Portal) environment. COUNTY may leverage existing VPN with CONTRACTOR assuming there is sufficient capacity. If the WebSphere servers and sublicensed software are purchased from CONTRACTOR the installation, implementation, testing and ongoing maintenance required will be provided by CONTRACTOR as part of the scope of this agreement. If purchased from another supplier it will be the responsibility of the COUNTY. COUNTY is responsible for determining and implementing the custom event set necessary for the view only layout of clinical results in IQHealth (Patient Portal). For most COUNTYs this is a hour process. If using the SSO (Single Sign On) services, COUNTY is responsible for the configuration and management of a SAML.0 Identity Management solution and responsible for support related to patient accounts (usernames, passwords, logon issues, etc.) Implementation and Support (REPEATED FROM IQ HEALTH PATIENT PORTAL - SOW ABOVE) o Project Kick-Off begins in the initial two () months of the project (COUNTY Responsibilities: Execute this CONTRACTOR System Schedule, identify project team, team orientation, participate in oversight, design, and operating policies planning.) o The following tasks occur in the initial two () months of the project: o COUNTY Procurement of necessary web server hardware and sublicensed software. Installation of web server and sublicensed software Testing of web server and sublicensed software. (COUNTY is responsible to procure, install and test web server and sublicensed software). o Build IQHealth (Patient Portal) the following tasks occur in months two (), three () and four () of the project: Scheduling integration Secure Messaging Patient Registration process EMR View 0 OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

142 0 0 0 CHART XR (COUNTY responsibilities include: Millennium build, build for the patient registration process, test and assist with troubleshooting). o Plan marketing campaign occurs in months three () and four () of the project. Prelaunch preparation for consumers, physicians, and clinical staff and support personnel (COUNTY Responsibilities: plan internal and external marketing including communication materials and hosting informational sessions). o Conduct system testing occurs in months three () and four () of the project (COUNTY Responsibilities: develop and execute a test script, test and assist with troubleshooting). o Launch marketing campaign occurs in month five () of the project. Launch for consumers, physicians, and clinical staff and support personnel (COUNTY Responsibilities: execute internal and external marketing including communication materials and hosting informational sessions). Additional hardware is required for XR - approximately one () web server for every four to six (-) chart servers. CONTRACTOR recommends a minimum of three () web servers: Two () dedicated for PROD One () non-dedicated for Non-PROD All required hardware is included in the Phase Tech quote going through HCA s RFP process. EPRESCRIBE Prerequisite license and installation required for Prescriptions (RxWriter) via Unified Ordering Conversation Window. Already licensed. Prerequisite license and installation required for Message Center, specifically the Messaging component. Already licensed. Production Application Server Upgrade EBS SAN/Storage-Advisory Oversight Services (CTS-EBSOVRS) (Items below are deemed obligations only as applicable to your environment) Designate a representative to be the key focal point relative to this project and this person will have the authority to act on your behalf in matters regarding this project. If required ensure all hardware and software products are available for this project. Provide necessary printouts of the requested configurations on an as needed basis. Provide documentation and support phone numbers for all hardware and software providers. Provide the performing CONTRACTOR Associate high privilege access to the systems being serviced as needed. Ensure all host definitions have been generated and are available for connection. Provide all necessary host interface information, including, but not limited to destination address, local adapter address, exchange ID, and remote and local LU names, etc. OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

143 0 0 0 Provide operator guides for any requested equipment that will be used in the configuration and connection process. Provide access to the system during normal business hours and off-hours as required. HA IMPLEMENTATION FOR HP-UX (CTS-HAHPUX) (Items below are deemed obligations only as applicable to COUNTY s environment and the service being performed) Ensure hardware, software, and network components required for the services detailed by CONTRACTOR in a pre-service checklist are available and operational. Ensure the base operating system is installed on the hardware with the required OS fix packs or service packs Ensure the domain is at the required CPP/CSP level and any additional service packages are installed Designate a representative to be the project manager for the applicable service. He/she will be the focal point for the CONTRACTOR associate performing or managing the delivery of the service and will have the authority to act in matters regarding a project. Provide documentation of requested configurations on an as needed basis. Provide documentation and support phone numbers for applicable third party hardware and third party software providers. Provide installation instructions and validation of non-contractor applications on given platforms. Provide the performing CONTRACTOR Associate root access to the systems being serviced as needed. Ensure host definitions have been generated and are available for connection if such definitions are required for the delivery of the service. Provide host interface information, including, but not limited to destination address, local adapter address, exchange ID, and remote and local LU names, etc. Provide operator guides, if available, for any requested equipment that will be used. Provide the performing CONTRACTOR associate appropriate access to applicable systems. This includes physical access to spaces (typically during business hours), user ids, passwords, and phone access. Provide suitable workspace for the CONTRACTOR Associate(s) with phone access during project. Ensure that the service keys to any systems are made available. Provide access to the system during normal business hours. Is responsible for creating the appropriate test scripts. Is responsible for and will supervise any testing. Must approve the content and completion of the testing. Sufficient storage is available to target nodes for new production environment and database. Will authorize CONTRACTOR to move the code to production when authorized COUNTY staff has validated it if necessary. OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

144 0 0 0 It is the position of CONTRACTOR that COUNTY must determine, based on site-specific standard operating procedures, governing regulatory bodies, patient population, employees and tools, how best to validate all aspects of their system. In addition, the COUNTY assumes all risk for software testing. CONTRACTOR accepts no responsibility or liability for any costs, expenses, claims or damages incurred by the COUNTY or any third party as a result of the failure of the System, or any component thereof, or any other system of the COUNTY s to function properly and/or without interruption due to improper testing. COUNTY is required to remain actively engaged in this project weekly until completion. If project is inactive beyond a two-week period, the CONTRACTOR interface resource may be subject to reassignment to other projects thereby delaying COUNTY project until a future CONTRACTOR interface resource can be re-engaged. CONTRACTOR will bypass the verification processes, if connections cannot be verified due to incompatible architecture, hardware connectivity incompatibilities, wrong software levels, etc. (i.e. unsupported or bad cabling, rd party unreliable equipment, unsupported network interface cards). ORACLE RAC INSTALLATION CTS-ORACLERAC (Items below are deemed obligations only as applicable to COUNTY s environment and the service being performed) Ensure hardware, software, and network components required for the services detailed by CONTRACTOR in a pre-service checklist are available and operational. Ensure the base operating system is installed on the hardware with the required OS fix packs or service packs Ensure the domain is at the required CPP/CSP level and any additional service packages are installed Designate a representative to be the project manager for the applicable service. He/she will be the focal point for the CONTRACTOR associate performing or managing the delivery of the service. and will have the authority to act in matters regarding a project. Provide documentation of requested configurations on an as needed basis. Provide documentation and support phone numbers for applicable third party hardware and third party software providers. Provide installation instructions and validation of non-contractor applications on given platforms. Provide the performing CONTRACTOR Associate root access to the systems being serviced as needed. Ensure host definitions have been generated and are available for connection if such definitions are required for the delivery of the service. Provide host interface information, including, but not limited to destination address, local adapter address, exchange ID, and remote and local LU names, etc. OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

145 0 0 0 Provide operator guides, if available, for any requested equipment that will be used. Provide the performing CONTRACTOR associate appropriate access to applicable systems. This includes physical access to spaces (typically during business hours), user ids, passwords, and phone access. Provide suitable workspace for the CONTRACTOR Associate(s) with phone access during project. Ensure that the service keys to any systems are made available. Provide access to the system during normal business hours. Is responsible for creating the appropriate test scripts. Is responsible for and will supervise any testing. Must approve the content and completion of the testing. Sufficient storage is available to target nodes for new production environment and database. Will authorize CONTRACTOR to move the code to production when authorized COUNTY staff has validated it if necessary Is responsible for creating one or more valid backups of the entire CONTRACTOR HNAM environment shortly BEFORE the implementation or upgrade of Oracle RAC. Is responsible for creating one or more valid backups of the entire CONTRACTOR Millennium environment shortly AFTER the implementation or upgrade of Oracle RAC It is the position of CONTRACTOR that COUNTY must determine, based on site-specific standard operating procedures, governing regulatory bodies, patient population, employees and tools, how best to validate all aspects of their system. In addition, the COUNTY assumes all risk for software testing. CONTRACTOR accepts no responsibility or liability for any costs, expenses, claims or damages incurred by the COUNTY or any third party as a result of the failure of the System, or any component thereof, or any other system of the COUNTY s to function properly and/or without interruption due to improper testing. COUNTY is required to remain actively engaged in this project weekly until completion. If project is inactive beyond a two-week period, the CONTRACTOR interface resource may be subject to reassignment to other projects thereby delaying COUNTY project until a future CONTRACTOR interface resource can be re-engaged. HA HEALTHCHECK FOR HP UX CTS-HAHPUXHCM (Items below are deemed obligations only as applicable to COUNTY s environment and the service being performed) Ensure hardware, software, and network components required for the services detailed by CONTRACTOR in a pre-service checklist are available and operational. Ensure the base operating system is installed on the hardware with the required OS fix packs or service packs Ensure the domain is at the required CPP/CSP level and any additional service packages are installed OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

146 0 0 0 Designate a representative to be the project manager for the applicable service. He/she will be the focal point for the CONTRACTOR associate performing or managing the delivery of the service. and will have the authority to act in matters regarding a project. Provide documentation of requested configurations on an as needed basis. Provide documentation and support phone numbers for applicable third party hardware and third party software providers. Provide installation instructions and validation of non-contractor applications on given platforms. Provide the performing CONTRACTOR Associate root access to the systems being serviced as needed. Ensure host definitions have been generated and are available for connection if such definitions are required for the delivery of the service. Provide host interface information, including, but not limited to destination address, local adapter address, exchange ID, and remote and local LU names, etc. Provide operator guides, if available, for any requested equipment that will be used. Provide the performing CONTRACTOR associate appropriate access to applicable systems. This includes physical access to spaces (typically during business hours), user ids, passwords, and phone access. Provide suitable workspace for the CONTRACTOR Associate(s) with phone access during project. Ensure that the service keys to any systems are made available. Provide access to the system during normal business hours. Is responsible for creating the appropriate test scripts. Is responsible for and will supervise any testing. Must approve the content and completion of the testing. Sufficient storage is available to target nodes for new production environment and database. Will authorize CONTRACTOR to move the code to production when authorized COUNTY staff has validated it if necessary It is the position of CONTRACTOR that COUNTY must determine, based on site-specific standard operating procedures, governing regulatory bodies, patient population, employees and tools, how best to validate all aspects of their system. In addition, the COUNTY assumes all risk for software testing. CONTRACTOR accepts no responsibility or liability for any costs, expenses, claims or damages incurred by the COUNTY or any third party as a result of the failure of the System, or any component thereof, or any other system of the COUNTY s to function properly and/or without interruption due to improper testing. COUNTY is required to remain actively engaged in this project weekly until completion. If project is inactive beyond a two-week period, the CONTRACTOR interface resource may be subject to reassignment to other projects thereby delaying COUNTY project until a future CONTRACTOR interface resource can be re-engaged. CONTRACTOR will bypass the verification processes, if connections cannot be verified due to OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

147 0 0 0 incompatible architecture, hardware connectivity incompatibilities, wrong software levels, etc. (i.e. unsupported or bad cabling, rd party unreliable equipment, unsupported network interface cards). II. ADDITIONAL REQUIREMENTS No. Requirements Response CPDI Departmental Single Doc Capture. Scan, store, organize, retrieve, and print documents within the CONTRACTOR EHR system with specific and exclusive links to specific consumer clinical charts.. Allow context sensitive scanning, with ability to automatically link images to specific encounters.. Allow single and multiple scans, with ability to append scanned documents.. Ability to add text comments to scanned images. Ability to check for viruses/ security threats prior to loading external image files into system.. Allow document versioning, and tracking of date/time information.. Ability to print all scanned images in original format.. Systems management tools that allow tracking of license usage, storage (Y/N/E) Y Y Y Y Y Y Y Y Comments OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

148 0 0 0 utilization, etc. Possible link to Olympus, CONTRACTOR s system management tool (in place currently).. Alerts and warnings for capacity Y management..0 Allow long file names and aliases. Y. Allow import and export capability for Y all image files.. Compatibility with existing HCA Y network/citrix environment. P Sentinel. Comply with all HIPAA Security and Y Privacy laws, and maintain such compliance on an ongoing basis.. Track individual end user access based Y on implemented logic.. Audit and log all access. Y. Provide data and automated alerts on all defined violations/ breaches. Y. Provide record of successful and Y The P Sentinel auditing solution supports this requirement; however, it depends on your security auditor defining alert conditions or rules to provide for monitor views of logged events to support what your organization defines to be a violation. The P Sentinel auditing solution supports the ability for alert triggers and responses, such as, notifications, to be defined for specific alert conditions. OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

149 0 0 0 unsuccessful log-in and log-out of users.. Add, modify and delete actions on Y data/files/objects.. Read/view actions on data classified as restricted/confidential. Y. Changes to user accounts or privileges Y (creation, modification, deletion).. Switching to another users access or Y privileges after logging in..0 Any action to circumvent security N controls, including access to antivirus software.. Changes of time/date of the system N clock.. Detection of hardware and software N errors.. Changes to log files. Y. Ensure overall policy compliance and Y enable quick investigation and reporting of potential privacy and security breaches.. Reporting and rules maintainable by Y HCA.. Provide flexible and comprehensive Y reporting.. Independent location of audit data in a Y separate repository and not be Read/view actions on data classified as restricted/confidential would only be allowed to users with the appropriate security access. OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

150 manipulatable.. Support all forensic investigation activities. N. Support Accounting of Disclosures Y CONTRACTOR Millennium and Access Reports (from the Office can track and report information of Civil Rights) reporting. for requested copies of records using the CONTRACTOR Millennium Health Information 0 Management solution including tracking of paper documents. Through CONTRACTOR Millennium Medical Record publishing it can produce an audit trail extended for printing or faxing of the electronic record for releases. The CONTRACTOR Millennium Health Information Management 0 solution allows the facility to track who requested the information, when it was sent and who sent it. Between paper- based releases and those completed through Medical Record Publish, we can provide tracking data related to a COUNTYs efforts to document disclosures that need to be 0 reported to the patient subject to the patient s request for an accounting..0 Integrated seamlessly with the CONTRACTOR EHR system. Y OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

151 . HCA requires that all transactions need to be available for reporting and auditing per HCA s Board approved record retention policy. (Attach copy of policy). HCA must be notified immediately of P functional errors and availability. Y N esignature 0. Ability to allow the acquisition and recording of multiple electronic signatures.. Solution will support 00 e-signature pads, network hardware to support the application, and 00 user licenses. Y Y 0. Fully integrated with CONTRACTOR Millennium PowerForms/ Registration.. Full compliance with all relevant HIPAA data privacy and security requirements. Y Y 0. Electronic signatures will be required from the following sources:.. COUNTY signatures (or guarantor, conservator, family member, guardian, etc.). These must be available within PowerForms and tied to the document being signed, and reproducible on printed media and visible on screen. Use of e-signature pads will be required to support this requirement. E Agile Enhancement.. Clinician and staff signatures. These E Agile Enhancement are electronic signatures used within the PowerForms during the established 00 OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

152 0.. approval workflow for selected PowerForms, and are intended to indicate the use of an electronic signature for user authentication and identity confirmation and may not require the use of an actual e-signature pad. The system will be able to record, display and print multiple e-signatures (with dates) gathered via signature pads at different times within PowerForms, as well as any digital clinician signatures. Staff electronic signatures will show as alpha names when printed. E Agile Enhancement IQ Health (Patient Portal) 0. Must be fully integrated with the EHR system.. Must be deployable on and compatible with current HCA network infrastructure. Y Y 0. Access to be provided to consumers on all common web-based access platforms, such as current versions of Microsoft Internet Explorer, Apple Safari, FireFox, and Chrome browsers.. Must comply with all security and access control protocols. Y Y We support all the mentioned browsers. For Microsoft Internet Explorer, we certify on versions and, not prior versions.. Contain a messaging service - this solution should streamline communication between the COUNTY and their care Y 0 OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

153 0 0 0 coordinator/provider.. Provide appointment reminders. Y. Provide ability to schedule or cancel Y appointments.. Present lab results for review. Y. Allow a clinician to save consumer Y electronic correspondence to the COUNTY chart..0 Provide certain forms that COUNTYs can complete such as health risk assessment, pre-visit interview. Y This is supported with Visit Manager. Attachments such as health risk assessments are Future functionality via the Patient Portal.. Present active medication list for Y review.. Online consultation. Y This is supported with messaging. You organization can determine the dates and time providers are available for rapid online consultation responsiveness.. Access to wellness programs and education materials and links. Y Partially supported. The patient portal, IQHealth (Patient Portal), offers the ability for the provider to select patient education for the patient. The patient can view and print the educational material. Wellness programs are future functionality via CONTRACTOR Health solutions with no expected date of availability. Disaster Recovery 0 OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

154 The complete DR system will allow at least the following capabilities, based on current projected functionality inclusive of all three phases.. Access to consumer clinical charts. Y. Ability to register and schedule Y consumers.. Perform and document clinical Y assessments, review and create master treatment plans, document progress notes.. Allow scanning and viewing of Y external documentation.. Allow access from mobile devices. Y. Allow continued use of voice Y recognition application.. Ensure flow of clinical billable Y encounters to the ProFit billing system.. Ensure flow of claims data to and from Y payor organizations..0 Ensure full functionality of the Y PathNet system including the Chart and Remote Report Distribution This is under assumption of the Hot Site Disaster Recovery solution. 0 OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

155 (RRD) servers for printing and faxing, and allow the performance and reporting of all required tests and results. 0. Allow continued access to the contract providers for consumer/encounter registration and claims data entry (prior to Phase ). Y. Allow continued operation of the Y Health Information Exchange (HIE) interfaces and web-based IQ Health (PATIENT PORTAL) consumer data portals. 0. The Recovery Time Objective (RTO) is hours and the Recovery Point Objective (RPO) is -0 minutes. Y The technologies [Unix, SAN, Oracle, MQseries] that support Millennium applications can be configured to provide a near zero RPO and low levels of RTO, each accomplished with a variety of techniques, each of which CONTRACTOR would like to discuss in a work session at your convenience. 0. It is also to be recognized that since the EHR is following a -phase development and implementation methodology, the DR capability must match this phased approach consistent with that timeline in terms of supporting incremental functionality introduced at each phase. Inclusion of Y 0 OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

156 all phased go-live functionality must be included in the DR solution prior to the go-live of each phase. Discern Expert. Clinical Rules -These rules will Y This is according to the scope of govern the behavior and flow of the the agile project. application during the use of 0 PowerForms for data entry to control the input being performed, as well as perform certain functions following the completion of certain PowerForms. These rules need to be able to reach into all relevant data areas and execute specific actions based on clinical requirements. The rules will also apply to certain mpages to support the presented requirements Billing Rules -These rules will verify and enforce any requirements established by payer organizations such as CMS, DHCS and private payers in the claims submissions and overall processing processes, as well as those rules that are necessary to support the HCA s operational and quality requirements. Y CONTRACTOR Millennium provides multiple sets of rules which can be used to enforce various requirements. Charge Services tiering logic functionality allows for different bill codes (i.e. HCPCs and revenue codes), prices, and charge points based on different criteria. Those criteria include health plans, financial classes, admit types, patient locations, or activity types. Charge grouping logic allows charges to be routed to different claim forms based on various qualifications. Claim rules allow for different 0 OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

157 Compliance Rules -These rules will ensure the compliance of any local, state and federal laws that address data privacy and security of protected health information. Compliance rules will also include certain billing controls as well. Y fields to be populated with diverse data points as needed. Claim rules can also stop claims from being sent out if there is missing or incomplete data. Finally CONTRACTOR allows for work items which are customized workflow models that can be routed to any individual or department using Millennium. These work items can be identified manually or automatically based on certain events. We will provide the functionality necessary to enable your organization to be compliant with the applicable Federal, State, and third party billing requirements. We will not provide updates specific to the billing requirements, but will provide the tools to enable your organization to be compliant. These changes will be delivered to your COUNTY site via a distribution package that can be downloaded from our secure website.. Integration Rules -The clinical Y CONTRACTOR Millennium documentation process will post provides multiple sets of rules automatically to the billing system, which can be used to enforce which may require specific rules to various requirements. Charge convert the clinical data to compliant Services tiering logic claims in the system. functionality allows for different bill codes (i.e. HCPCs and 0 OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

158 0 0 0 revenue codes), prices, and charge points based on different criteria. Those criteria include health plans, financial classes, admit types, patient locations, or activity types. Charge grouping logic allows charges to be routed to different claim forms based on various qualifications. Claim rules allow for different fields to be populated with diverse data points as needed. Claim rules can also stop claims from being sent out if there is missing or incomplete data. Finally CONTRACTOR allows for work items which are customized workflow models that can be routed to any individual or department using Millennium. These work items can be identified manually or automatically based on certain events. Powerchart Ambulatory Management System - PowerForms. Normal data-entry functionality such Y as free-text and controlled field entry using pull down buttons.. Validation of data internally within Y and across PowerForms data within the EHR.. Use of business rules. Rules include Y This is supported with custom clinical, administrative and overall data elements, custom rules, and compliance with all relevant custom reports. Our Chronic regulations and guidelines as noted Condition Management solution 0 OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

159 later in this document.. Allow multiple electronic and digital signatures and approvals. E and Meaningful use solutions support regulatory reporting. Enhancement per scope of the Agile project. 0 Currently PowerForms save the user ID with each entry and modification process. All user IDs can display in data information and in a report.. Consumer photographs display in Y banner bar The overall functionality of PowerForms will support at least those items presented in the CONTRACTOR Proof-of-Concept that were accepted and shown or committed to by CONTRACTOR in the manner communicated. See Attachment A CONTRACTOR Proof of Concept document.. The clinical documentation solution and process must lead to an automated and controlled conversion of the encounters and any billable service to a claim in the Charge Services/ ProFit system EHR system, with the use of rules and other mechanisms, and ensure full compliance with the requirements established by the payer organizations that HCA works with including CMS, DHCS, and private payers. This integration must be seamless and automated without additional manual intervention, and be E Y Enhancement per scope of the Agile project. 0 OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

160 0 0 0 part of the natural flow of the single integrated application.. PowerForms and rules must be Y sustainable and compatible across future CONTRACTOR upgrades. eprescribe. National Council for the Prescription Y Drug Programs (NCPDP) and Medicare Improvements for Patients and Providers Act (MIPPA) support. Place electronic orders within chart/ Y encounter/ PowerForm, or via embedded link.. Renew/cancel/refill orders Y. Allergy and dosage/ interactions alerts Y. Generic substitutions Y. Print / warnings and guides Y. Support link to external educational Y material/ medical information. Support ability to fax orders (when Y necessary). Med/ Pharmacy Search capability Y.0 Single or multiple drugs Y. Allow patient preference for pharmacy Y. Maintenance of historical record of Y orders. Formulary and non-formulary support Y. Provide confirmations or notifications of errors Y 0 OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

161 Patient consent management for Y medications. Support link to medical consent Y. Allow reporting Y. Support pharmacy initiated refill Y orders. Benefit/ eligibility management Y PowerInsight Explorer. Ability to run adhoc queries. Y. Reports can contain graphics and Y charting capabilities that can be converted to different file formats.. Potential to consolidate data from both internal and external applications into a single data warehouse. N. Hosted on its own hardware and its Y own database instance so the impact to production servers is minimized. mpages. mpages developments must be N sustainable and compatible across future CONTRACTOR upgrades. PowerInsight Explorer does not support the ability to consolidate data from both internal and external applications. However, our PowerInsight Enterprise Data Warehouse solution accepts information from CONTRACTOR Millennium as well as external systems utilizing CONTRACTOR Millennium defined interface files. Because some upgrades can include major enhancements and require data model changes, we can t guarantee 00 percent 0 OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

162 0. It is estimated that HCA may have up to 0 mpage portals, all of which will be developed by CONTRACTOR with assistance from HCA staff. Appropriate transfer of knowledge from CONTRACTOR to HCA team will occur. Y compatibility for custom MPages and with future Millennium Upgrades. During our testing process CONTRACTOR can identify and report issues with the tested custom MPages. This is according to the scope of the agile project.. mpages must be able to collect, Y This is according to the scope of organize, combine, aggregate data the agile project. from all CONTRACTOR Millennium sources of information, and be able to 0 provide this as an operative tool for the day-to-day administration and management of the EHR clinical records. 0. Must support input of data into appropriate areas of documentation. Chart XR Y With MPage, the staff can launch the appropriate areas of documentation to perform the data input. With the MAR, forms open to accept or display required data such as pain levels, heart rate, blood pressure, and second nursing signatures.. Ability to design and build report templates. Y OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

163 Produce manual or on-demand report Y requests.. Configure automated requests such as Y distributions and expedites.. Ability to print a complete medical Y record or selected portions of the record.. Each report request is tracked for auditing purposes. Y Collection of all required data, and subsequent reporting and ability for data exchange, as defined by Meaningful Use, must be provided by CONTRACTOR in the solutions and products being presented as part of this project, and be viewable on a dashboard-based interface for easy tracking and monitoring. Based on the ONC website, this combination of CONTRACTOR products, noted as a Complete Certified EHR package, includes the following modules. PowerChart Office is owned by HCA currently, and the other four are being purchased as part of this project. Power Chart Office Healthe (same as eprescribe) P Sentinel HealthSentry IQ Health (Patient Portal) Full certification of the CONTRACTOR EHR by an ONC-approved organization is required and must be demonstrated. The following standards are presently known and must be complied with. Refer to the following documents for current and updated information. Content Standards CONTRACTOR is certified for Meaningful Use Stage. Cerner is compliant with.. and plans to certify for Meaningful Use Stage on HL version... Patient Summary Record Standard - Health Level Seven (HL) Consolidated Clinical Document Architecture (CDA) Release, Continuity of Care Document (CCD/CDA). Implementation specifications - The Healthcare Information Technology Standards Panel (HITSP) Summary Documents using HL CCD/CDA Component HITSP/C or Standard - ASTM E Standard Specification for Continuity of Care Record and OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

164 0 0 0 Adjunct to ASTM E. Electronic Prescribing Standard - The National Council for the Prescription Drug Programs (NCPDP) Prescriber/Pharmacist Interface SCRIPT standard, Implementation Guide Version, Release (Version.) October 00. CONTRACTOR shall be addressing NCPDP SCRIPT Standard, Implementation Guide, and Version 0. for 0 certification supportive of Meaningful Use Stage assuming it remains as ONC proposed it. Electronic Submission of Lab Results to Public Agencies Standard - HL... Implementation specifications - HL Version.. Implementation Guide: Electronic Laboratory Reporting to Public Health, Release. Electronic submission to public health agencies for surveillance or reporting Standard - HL... CONTRACTOR shall be addressing Implementation specifications - Public Health Information Network HL Version. Message Structure Specification for National Condition Reporting Final Version.0 and Errata and Clarifications National Notification Message Structural Specification for 0 certification supportive of Meaningful Use Stage assuming it remains as ONC proposed. Electronic submission to immunization registries Standard - HL... Implementation specifications - HL.. Implementation Guide for Immunization Messaging Release.0. HL... Implementation specifications: Implementation Guide for Immunization Data Transactions using Version.. of the HL Standard Protocol Implementation Guide Version. Quality Reporting Implementation specifications - Physician Quality Reporting Initiative Measure Specifications Manual for Claims and Registry. Vocabulary Standards Problem List Standard - The code set specified at CFR.00(a) () for the indicated conditions (i.e. ICD-CM or ICD0-CM) or Standard - International Health Terminology Standards Development Organization (IHTSDO) Systematized Nomenclature of Medicine Clinical Terms (SNOMED CT ) July 00 version. Procedures Standard - The code set specified at CFR.00(a) (). () Standard. The code set specified at CFR.00(a) () (i.e. CPT-). OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

165 0 0 0 Laboratory test results Standard - Logical Observation Identifiers Names and Codes (LOINC ) version.. Medications Any source vocabulary that is included in Cerner Multum Drug Content Database. Immunizations Standard - HL Standard Code Set CVX - Vaccines Administered, July 0, 00 version. Race and Ethnicity Standard - The Office of Management and Budget Standards for Maintaining, Collecting, and Presenting Federal Data on Race and Ethnicity, Statistical Policy Directive No., October 0,. We would continue to meet state regulations as defined by DMH and ADP. Privacy and Security (includes transport standards) Encryption and decryption of electronic health information In general - Any encryption algorithm identified by the National Institute of Standards and Technology (NIST) as an approved security function in Annex A of the Federal Information Processing Standards (FIPS) Publication 0-. The certified algorithm, such as Advanced Encryption Standard (AES), will be -bit key or higher. Encryption can be end to end at the network level. This requirement pertains to any regulated data in motion such as website access and file transfers. For data exchange - Any encrypted and integrity protected link. Record actions related to electronic health information The date, time, patient identification, and user identification must be recorded when electronic health information is created, modified, accessed, or deleted; and an indication of which action(s) occurred and by whom must also be recorded. Verification that electronic health information has not been altered in transit Standard - A hashing algorithm with a security strength equal to or greater than SHA- (Secure Hash Algorithm as specified by the National Institute of Standards and Technology (NIST) in FIPS PUB 0- (October, 00)) must be used to verify that electronic health information has not been altered. Record treatment, payment, and health care operations disclosures The date, time, patient identification, user identification, and a description of the disclosure must be recorded for disclosures for treatment, payment, and health care operations, as these terms are defined at CFR.0. Nationwide Health Information Network ONC is working on a framework to support this, both in a push/pull and push OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

166 0 0 0 environment. Support for this model must be provided, when finalized and published. Transition of Care (TC) Must support the S&I Framework recommendation for transition of care summary record Consolidated CDA (Clinical Document Architecture), CCD/CDA (Continuity of Care Document). Refer to appropriate ONC publications for greater detail. Access and Audits Application will support role-based functionality (user authenticated and assigned a role, with access controlled based on that role). Other Application must support measures to define, attach, modify and remove access rights for all classes of users. Application must support measures to enable and restrict access to the whole and/or sections of the technology solution in accordance with prevailing consent and access rules. Application must work toward meeting the evolving standards for authentication as they become available. Application must have the ability to create unique user accounts and passwords. Application will support password management measures including but not limited to password expiration, account lockout and complex passwords, and support for passwords and biometrics, and two-factor authentication requirements. The application must provide functionality to automatically disable or lock accounts after specified periods of inactivity. Present reports or alerts on user accounts with no access in selected timeframe. Application must support the identification of the nature of each access and/or modification through the use of logging. Application must employ audit capabilities via P Sentinel to sufficiently track details that can establish accountability for each step or task taken in the clinical or operational processes. All audit logs must be protected from alteration. Access to logs must be limited to authorized users. P Sentinel application must employ basic query tools to easily search logs. Application must be in compliance with The California Board of Pharmacy Law (Business and Professions Code, Section: 0) HCA requires that all transactions need to be available for reporting and auditing for a least three years from the time the record was initiated. Support for Interoperability with external providers and organizations The intent of creating and ensuring national participation of a National Health Information OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

167 0 0 0 Exchange, as well as local, regional and state based HIEs is included in the Meaningful Use guidelines and within the expectations of MHSA funding sources. The system must comply with all interoperability standards as published by U.S. Department of Health and Human Services (HHS) Office of the National Coordinator for Health Information Technology (ONCHIT) Standards Committee and other regulatory bodies. It is understood that many specifications have been published and are listed here in this document, and other standards are still being developed and will be published by the federal government over the next few years. At this point, it is reasonable to state that the Direct requirements may include the use of Direct Gateway, Provider Directory, and Public Key Infrastructure (PKI) and must be supported. It is acknowledged that some solutions for interoperability may be obtained either from CONTRACTOR or from another vendor, or a combination of the two. This will be determined during Phase of this project, based on the requirements and technical standards for interoperability as published at that time, product availability, vendor support and HCA preferences. Interoperability standards will govern the data exchange process both with local/regional/state/national entities as well as the COUNTY contract providers who may be using their own EHR systems. Reference: Standards and Specification NPRM: ONC s Standards and Interoperability Framework for Direct Project Implementation Guide: entation%0guide.pdf. Discovery Data Model: HL Consolidated CDA Guide: Project Methodology (Agile Project only) This overall project includes a specialized sub-project titled Agile Methodology (described in the Scope of Work and includes specific deliverables with its own commitment for the schedule) and follows its own project management methodology separate from the Solution Center MethodM methodology. The SOW for the Agile project will be a custom MPage and several enhancement modifications to existing CONTRACTOR solutions. These enhancements will become part of the standard CONTRACTOR code that is offered to all COUNTYs as part of their base code. Agile represents a standard process of project management and execution where the focus is on short-cycle time-boxed iterative and incremental requirements determination, creation and validation in a highly flexible, collaborative and interactive manner between cross-functional teams representing both organizations. This process has been discussed with CONTRACTOR and CONTRACTOR has provided the following guidelines that they will adhere to during the execution of the Agile project. The Manifesto for Agile Software Methodology defines the approach to Agile software enhancement, OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

168 0 0 0 and reads as follows: We are uncovering better ways of enhancing software by doing it and helping others do it. Through this work we have come to value: Individuals and interactions over processes and tools Working software over comprehensive documentation Customer collaboration over contract negotiation Responding to change over following a plan That is, while there is value in the items on the right, we value the items on the left more. The Agile principles that CONTRACTOR has quoted: Our highest priority is to satisfy the COUNTY through early and continuous delivery of valuable software. Welcome changing requirements, even late in the project. Agile processes harness change for the COUNTY's competitive advantage. Deliver working software frequently, from a couple of weeks to a couple of months, with a preference to the shorter timescale. Business people and engineers must work together daily throughout the project. Build projects around motivated individuals. Give them the environment and support they need, and trust them to get the job done. The most efficient and effective method of conveying information to and within a team is face-to-face conversation. Working software is the primary measure of progress. Agile processes promote a sustainable methodology. The sponsors, engineers, and users should be able to maintain a constant pace indefinitely. Continuous attention to technical excellence and good design enhances agility. Simplicity--the art of maximizing the amount of work not done--is essential. The best architectures, requirements, and designs emerge from self-organizing teams. At regular intervals, the team reflects on how to become more effective, then tunes and adjusts its behavior accordingly. These principles and the methodology that Agile represents is acceptable to HCA and it would be expected that CONTRACTOR would commit to adhere to these guidelines and principles. For all other aspects of the overall project, the professional services that CONTRACTOR will provide include development of PowerForms and Rules that support the Scope of Work defined above. The performance of the tasks that are included in this Scope of Work must follow and/or support the methodology as outlined below: Project execution/ methodology (Solution Center project only) OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

169 0 0 0 Design and Build Design and build of PowerForms and Rules will be owned primarily by the CONTRACTOR team, however significant assistance will be provided by the HCA technical team to the extent that such resources are available. Design and Build will follow the CONTRACTOR Method M methodology. HCA is looking for the implementation to follow a joint design and build model where they are provided the opportunity to collaborate in frequent sessions to keep the project moving forward at a rapid pace. The project must involve the HCA Core Team in the design of the application as defined in the scope. This joint approach is being utilized since this is a project which requires significant participation by and collaboration between HCA and CONTRACTOR. HCA will provide the knowledge and expertise in the clinical, administrative and compliance workflow requirements, and CONTRACTOR will provide the technical expertise and the technical build platform and tools. The project needs to maintain a very tight schedule, with continuous involvement of all team members. The discovery and design and build process includes a series of collaborative design and build sessions, planned and executed by weekly phone calls, frequent live meeting workshops and specific defined onsite events(some in California and others in Kansas City) to gather specific requirements, creation and testing of modular prototypes and/or proofs-of-concept at specific modular functional layers, re-use of software components, and following a strict schedule and adherence to defined requirements at each level. It is expected that some of the requirements analysis will be conducted face-to-face in a bullpen environment where both the CONTRACTOR team and the HCA Core Team are present and contribute to the documentation process, while actual build will occur remotely. Most meetings will occur online and/or via the telephone. This discovery, design, and build processes will follow a high level sequence of events as described by CONTRACTOR s description of Kickoff, System Review, and Design Review. The build, demonstration and testing will be iterative, incremental and frequent, allowing for a quicker change management process, as used within a RAD/Agile model. Each of these iterative deliverables shall be determined by the joint team to represent an isolated or connected workflow or process or functionality that can be defined and tested. It is expected that each deliverable may be impacted by successive deliverables therefore it is important to have a consensus on acceptance and revision processes. This process is defined as CONTRACTOR s set of System Validation events. The final system validation will occur upon final delivery of the finished product as defined in the scope. Communication may include both formal and informal dialogue and will be documented. By using the iterative build and review model in time boxes of - weeks (to be pre-agreed upon at project kickoff), overall risk is expected to be minimized by more frequent reviews and testing. OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

170 0 0 0 Each iterative deliverable presented by the team shall follow the normal software deployment lifecycle, including planning, requirements analysis, design, build, testing, implementation in the build domain, training and acceptance, and all demonstrations must be measurable against established requirements as defined in the Design Review event. There must be consistency and uniformity in design and build of the system and compliance with both CONTRACTOR and external standards in system design and build techniques will be required allowing for easier re-usability and ongoing maintenance. Where appropriate, all PowerForms, Rules and CCL creation must use established standards and well documented. If any Application Programming Interfaces (APIs) are used, these must be exposed as web services wherever possible. The design and implementation of all components will be such that they are scalable and re-usable, where applicable. The primary measure of progress will be the successful meeting of method milestones, which encompass the working of each iterative task/deliverable/milestone, without negative impact to previous deliverables. All iterative milestones and deliverables that support the joint approach will be defined and established at the beginning of the project, subject to any mutually agreeable adjustments Users from the HCA team will represent clinical, administrative and technical areas. The HCA project team including the executive management will establish the strategic, tactical and operational direction of the project. Within the HCA, the Core Design Team and the IT staff, with collaboration with CONTRACTOR, will convert the clinical and operational ideas, needs and workflows into feasible technical models. This will be performed primarily during the System Review and Design Review sessions, and throughout the course of the project. Although there is an expectation that the project may be adaptive to changing requirements, there will be an emphasis on firm definitions of known requirements in terms of compliance with regulatory and clinical requirements and will employ a formal and disciplined approach to overall execution. For those definitions that are still in the developing stages, such as the items included in Meaningful Use Stage and, the adaptive and predictive nature of this hybrid model will be useful in adjusting to and accommodating those changes. The software implementation life cycle process that CONTRACTOR uses must support the following capabilities: o Collaboration management o Project Management (Joint approach described above) o Requirements Management (as described by CONTRACTOR s Solution Center methodology) o Customizations Change Management (supported by CONTRACTOR Method M process) OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

171 0 0 0 o Defect and Bug tracking process (supported by CONTRACTOR Method M process) o Functional Testing Procedures o Regression Testing Procedures o Integration Testing Procedures o Security/ Vulnerability Assessment as required by HCA IT and Office and Compliance o Performance/Stress Testing and Management (third party tools to be used for this purpose) o Overall Quality Assurance (reviews and audits) Deliverable Review Process Deliverables and Milestones have been established as part of this project. Payments throughout the course of the project will be made based on the delivery of these milestones. Acceptance of the build is subject to the testing and validation process. All iterative and final deliverables shall be reviewed and accepted by HCA, and CONTRACTOR shall rely on communications from the HCA project manager for all reviews and approvals. The deliverable review and acceptance process will include, without limitation, the following elements: For each deliverable, based on HCA input, CONTRACTOR will submit a deliverable outline prior to initiating the design and build of the deliverable. The deliverable outline will serve as the deliverable specification and shall include at a minimum a detailed description of the deliverable. HCA shall review the deliverable document outline and sample deliverable and identify changes as necessary. CONTRACTOR will submit completed deliverables to the HCA project manager. HCA shall review each deliverable and evaluate whether the deliverable has clearly met in all material respects the established criteria and specifications. After review and evaluation of the deliverable, the HCA project manager will notify CONTRACTOR s project manager in writing of the acceptance or rejection of the deliverable. Each deliverable will be accepted or rejected within five () business days of its receipt and ability to test. If the deliverable is acceptable, the HCA project manager will sign a form indicating acceptance (or indicate approval in an ), and CONTRACTOR will acknowledge receipt of the acceptance form in writing or via . A rejection of the deliverable will include a written description of the defects of the deliverable and suggestions for curing these defects if appropriate. Upon receipt of a rejection, CONTRACTOR will act diligently to correct the specified defects and deliver an updated version of the deliverable to the HCA project manager within reasonable timeframes to ensure adhere to the overall schedule. HCA will review and evaluate the updated deliverable, and the HCA project manager will notify CONTRACTOR s project manager in writing of the acceptance or rejection of the updated 0 OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

172 0 0 0 deliverable. A rejection will include a description of the way in which the updated deliverable fails to correct the previously reported deficiency. Each re-submitted deliverable will be accepted or rejected within five () business days of its receipt. After acceptance of a deliverable that requires additional work to be entirely compliant with the pertinent specifications and until the next deliverable, CONTRACTOR will provide a prompt correction or workaround. Testing All testing will be performed by a combination of HCA BH personnel and IRIS staff, and where applicable CONTRACTOR staff, and will follow defined steps and phases of testing levels to ensure that both technical design specifications are being adhered to and that the expected functionality is present. System performance expectations for non production and production systems will be established and the solution(s) will undergo performance testing prior to any acceptance or go-live, using tools such as HP LoadRunner. Change management We may have to allow for the fact that requirements may change and/or get better defined as early phases of build are reviewed and seen in action by the clinical staff. By following the MethodM model, some of this risk is controlled, however it is possible that later stages of the deliverables may impact the logic and structure of earlier deliverables, therefore these events must be provisioned for and be acceptable to the joint team. CONTRACTOR must utilize a change management tool to keep track of and manage development and change management decisions that impact contract deliverables during the execution of the project in the test development domain. Internally, HCA will employ its own change control/management methodology and procedures for normal production environment and appropriate input from CONTRACTOR will be required as development is transitioned into production. Communication Project related communication will be critical over the duration of this project among all team members and major stakeholders. The objective of a structured communication methodology is to ensure everyone on the team is aware of the goals, needs, progress, decisions, budget, schedule, and pending and closed issues. It will also ensure buy-in and ownership of major decisions and milestones, and avoid confusion or misunderstandings. OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

173 0 0 0 Communication includes dialogue during planned and unplanned meetings, s, and phone conference calls, with appropriate representation from all HCA stakeholder areas and CONTRACTOR. The communication documentation process will be owned / coordinated by a specific HCA individual who will develop a commonly accepted format to conduct and document all project related communication. This individual will ensure timely and appropriate generation, collection, distribution, storage, and retrieval of all project related information. Also managed will be meeting agendas, meeting minutes, and assigned action items. CONTRACTOR and HCA must jointly participate in this process. Knowledge Transfer CONTRACTOR must provide knowledge transfer of all build in all of the functional areas within the scope of work. Knowledge transfer must also be supplemented by documentation. Additional education and training, if necessary, must be made available to HCA staff if HCA contracts for additional training services Training CONTRACTOR must document and provide appropriate train the trainer education for new functionality and for any changes to existing functionality. Conversion Conversion will occur after all testing and validation is complete at acceptable levels, and after appropriate end user training is delivered by County analysts and SME s, Conversion will follow the phased approach defined elsewhere in this document. Work Breakdown Structure / Schedule / Project Status Reports A separate work plan will be developed and managed by the joint team using Microsoft Project, which is embedded in CONTRACTOR s Method M portal. Specific action items by person/ department will be identified and assigned, and monitored. A roles and responsibilities matrix will be defined and followed throughout the course of the project. A mutually agreeable schedule will be developed by CONTRACTOR. All routine project management status reports will be provided by CONTRACTOR. III. RULES DOCUMENTATION These rules are being noted as an example of the types of rules that may be developed during the course of the project. Actual rules may vary based on the results of the design sessions. A. There should be a rule in place where if the CC approves the MTP and there are missing OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

174 0 0 0 signatures, then the charges must not pass through to Billing, and sends an immediate alert to the CC that there are missing signatures as soon as the CC signs it. B. There should be a rule that would prevent, with the exception of crisis and assessment service, a clinician from selecting billable services on the Progress Notes, if the MTP is not authorized for that service. C. There should be a rule that would automatically route the MTP PowerForm for approvals/signatures. D. When an MTP is not complete, a rule needs to fire that will prompt the CC right away when an ED is signed to tell the CC that the service needs to be changed from billable to non-billable, since the MTP isn t complete. E. If a charge has entered Charge Services, there needs to be a rule that will prevent duplicate charges being sent to Charge Services due to a form being modified. F. Need a rule to send a message to the Care Coordinator (CC) (SC) that a client s MTP is due in 0 days. The number of days should be user defined. G. Likewise, need a rule that will escalate/route the above message to the CC s Supervisor after a selected amount of time (i.e., days needs to be user defined as well). H. Along with MTP updates, a periodic assessment should be completed by the CC. A rule needs to fire to remind the clinician of this requirement; however, will not stop billing. I. Likewise, a rule should fire to escalate the above, should it not be done within a user-defined amount of time. J. A rule needs to require a physician s signature on the MTP when the client s health plan is Medicare. K. For SDMC the client and LPHA (psychiatrist, psychologist or registered psychologist, MFT or waivered MFT, Nurse Practioner or Social Worker or waivered Social Worker) signature required. L. A rule to require a Conservator s signature when the client is on Convservatorship. M. When the client s information has changed, such as health plan or legal status after the MTP has been signed, a rule will fire to notify the CC of the change, as well as what action is necessary. N. A rule is needed that prevents charges from being dropped until all required MTP signatures are captured. O. Need a rule to make an MTP effective when all signatures have been captured. P. Need a rule that will look to the MTP Power Form to determine which services are approved. Q. Need a rule that notifies treatment team when an approved MTP has been modified. R. Need a rule that notifies treatment team when an approved diagnosis has been modified. S. When client is discharged, the MTP is end dated. T. When client is discharged, the system continues to send reminders regarding incomplete progress OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

175 0 0 0 notes. U. When the client is discharged, the system will stop sending MTP reminders. V. A treatment plan is valid no more than year from the date the MTP becomes valid. W. Need rule to populate active objective from the effective MTP that corresponds to the date of service. X. Need rule to populate active diagnosis from the effective MTP that corresponds to Y. the date of service. Z. Need rule that allows only non-billable services to be used when the client s diagnosis is not covered by SDMC, and SDMC is one of the health plans in the encounter. AA. Need a rule that checks to see if a valid consent for treatment is in place. If not, need a rule that only allows non-billable services to be utilized. BB. Need a rule that fires a care plan when a client is admitted for a treatment episode which will remind the CC that these items are due by this time ; i.e., pre-defined items and due dates, such as the assessment, TX consent, etc. CC. Need a rule that decides which service types the CC can choose, depending upon DD. the clinician s licensure/position within the system. EE. ITP can be used to authorize services from the day of care through the 0 th day of care. Whenever an MTP becomes valid, all prior ITP s and MTP s become invalid for that person. FF. If there is a valid MTP, an ITP cannot be created. GG. If the face to face time is less than the service time than non-face to face needs to be documented. Face to face + non face to face= service time. HH. For the progress note, if the location is clinic, do not allow travel time. II. For CPT codes that are time driven for Medicare, the code must match the face to face time and if necessary include the appropriate modifier. JJ. Clinician can only document on forms allowable by their credential. KK. The maximum amount reimbursable for MedicationSupport Services in a -hour period is hours (0 minutes) LL. Not able to bill for services when the client is in Juv. Hall. MM. There is an hour maximum that exists for Crisis Intervention services. IV. PHASE SOW A. SUMMARY OF CARE A Summary of Care type identifies the purpose for which the Continuity of Care Document (CCD) is being created. This is applicable for CCDs being created starting with Meaningful Use Stage.. PREREQUISITE OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

176 0 0 0 The following pre-requisites must exist prior to starting a Summary of Care project: o CAMM o License to the MPages Component Library (This is required to utilize the Clinical Summary MPage) o 0.0. code level or above o Required Packages for Meaningful Use Stage o Non-production domain for project activity. The domain needs to be a current refresh of production. o Cerner Direct o Patient Portal. MEANINGFUL USE The implementation is intended to enable the eligible provider the capability to meet the following objectives: View, Download and Transmit; Provide Clinical Summary; and Transfer of Care Summary Shall enable an existing Cerner Millennium domain to produce a Clinical Document Architecture (CDA) compliant CCD. This provides the ability to create an XML based Summary of Care document for use to meet the following objectives: View, Download and Transmit; Provide Clinical Summary; and Transfer of Care Summary Shall provide guidance on the 0 Ed. CEHRT requirements and representations in the Consolidated CDA format, including alignment to the CDA document templates and enable them to meet the following objectives: View, Download and Transmit; Provide Clinical Summary; and Transfer of Care Summary Will provide initial functional report build guidance Will provide Attestation Readiness Documentation. KNOWLEDGE TRANSFER Knowledge transfer: CONTRACTOR will provide knowledge transfer throughout the project. This knowledge is supplemented by documentation found at cerner.com or ucern Wiki. o Reference pages (Cerner Millennium Support Guides (CMSGs) are now available as Reference pages in the ucern Wiki) o Package reports o Release details Additional education and training information is available at cerner.com and may have additional cost OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

177 ASSUMPTIONS A new CONTRACTOR Sales Order will be required if additional tasks beyond those outlined in this SOW are requested Project Completion - the project will be considered complete on the date that COUNTY production build is validated and the knowledge transfer has been performed CONTRACTOR will evaluate current state and identify gaps based on Stage standard. Any additional work outside of the standards for Stage Meaningful Use will be excluded from this engagement Build will occur in non-production domain and production domain B. MESSAGE CENTER, MPAGE AND WORKFLOW SERVICES. TRANSFER AND REFERRAL OF CARE SERVICES The following Summary of Care types will be implemented to support the eligible provider workflows. Only template for Transition of Care/Referral will be implemented to support the eligible provider workflow o This will also include Message Center, Provider Letter and Direct address integration Eligible provider o Transition of Care/Referral CONTRACTOR will provide the Summary of Care project team education to better support optimal end user workflows and CONTRACTOR standards. CLINICAL SUMMARY SERVICES The Clinical Summary care type will be implemented to support the eligible provider workflows to meet the Clinical Summary Meaningful Use objective CONTRACTOR will provide workflow and design services to support the provider check-out process CONTRACTOR will configure Visit Summary MPage for the patient visit summary. MESSAGE CENTER CONTRACTOR will configure and support COUNTY in setting up the following components: o Message Center to send and receive a CCD o Message Center Preference set up to accommodate the necessary Summary of Care information o Message Center pool rule scope includes the following number of rules per venue: OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

178 0 0 0 For the Ambulatory venue, CONTRACTOR will build rule per provider, up to 00 providers. If COUNTY decides on a design that conflicts with CONTRACTOR S recommendation or exceeds 00 rules, then additional professional services and fees will be required for CONTRACTOR to complete that build. PROBLEM LIST MIGRATION Based on Stage Meaningful Use requirements to have SNOMED-CT standard terminology in the patient problem list, CONTACTOR will run Legacy Problems extraction script to pull the ICD- codes CONTRACTOR will additionally run a script that removes user and position level preferences for search and target functionality CONTRACTOR will set global level preference in Cerner Practice wizard and Bedrock to configure search and target vocabulary Any additional work outside of the above mentioned ICD- to SNOMED migration will be excluded from this SOW C. CLINICAL DOCUMENT ARCHITECTURE (CDA) / CONTINUITY OF CARE DOCUMENT (CCD). DEFINITION OF PROJECT SCOPE AND DELIVERABLE Clinical Document Generator is intended to enable the COUNTY S Cerner Millennium domain to electronically produce and distribute Continuity of Care Documents (CCD). The project uses a standards-based CCD content template. It is within the Scope of this project to provide access of the CCD from COUNTY Cerner Millennium domain. Further, this project does not include a SOW to implement solutions that are required to populate the CCD report sections No additional hardware is expected for this project and, if requested, would require a separate agreement. CCD TEMPLATE BUILD SOW includes the build of or more Clinical Reporting XR templates. The following content and related sections shall be included for the template build that includes, but not limited to the following summary of care for EP: o Transition of Care/Referral summary - 0 Ed. CEHRT Criterion: Transitions of care 0. (b)() and () o Clinical Summary/View, Download, Transmit EP OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

179 0 0 0 o Clinical summary - 0 Ed. CEHRT Criterion: Clinical summary 0.(e)() Ambulatory o Ambulatory summary - 0 Ed. CEHRT Criterion: View, download, and transmit to third party 0.(e)() SOW includes the standard CDG style sheet SOW includes ensuring that the sections within the template meet the requested limitations on content. Shall be defined as limiting the event sets available within the event driven sections of the template If additional event sets need to be built or modified in order to ensure sensitive information can be filtered, shall be the responsibility of COUNTY within the domain. MESSAGE CENTER AND MPAGE IMPLEMENTATION TASKS (P = Primary, R = Review, A = Assist) CONTRACTOR Resource COUNTY Resource Create Event Set Provider Letter P R Inbox Configuration P R Grant Tasks to Create PHI Application Group P R Grant Preferences and Privileges P R Configure MPage Settings in Bedrock P R Configure the CAMM Restful URL Preference P R Configure the Visit Summary Tab Report Name, Report P R Parameter, and Static Content Perform testing per project plan and domain strategy P A Provide maintenance training as outlined in project plan R P Manage solutions issue list. Work with COUNTY and P R CONTRACTOR to achieve issue resolution until code moved to production D. MPAGES. MPAGES BEDROCK LOCALIZATION MPages Localization includes the implementation of a CONTRACTOR pre-developed MPage in the COUNTY S non-production environment with options to make a very limited set of modifications. Modifications include anything that can be done within the realm of the bedrock wizard. The addition of fields, tables, and/or sections falls outside of the SOW of this localization project and will require custom services. OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

180 0 0 0 COUNTY is responsible for ensuring the MPages distribution packages have been installed in a functioning domain on code base of 00. or higher prior to project start. Estimated localization project duration: weeks MPage(s) that are localized are considered CONTRACTOR licensed software. Likewise, requests for source code will not be granted for localized MPages. This SOW is reflective of the pages that will be localized with the MPage Bedrock Wizard: o Visit History Summary CONTRACTOR will localize the MPage for COUNTY non-production domain CONTRACTOR will coordinate with COUNTY on how to utilize the MPage Bedrock Wizard to build required elements for the MPage CONTRACTOR will train COUNTY how to configure a ViewPoint (a framework containing several MPages) if applicable CONTRACTOR will train COUNTY how to use Bedrock position flexing capability to support the ability to configure the MPage by position if applicable. CONTRACTOR will build the MPage in a non-production COUNTY domain COUNTY is responsible for all validation testing and providing evidence of successful localization. MPAGES CUSTOM DEVELOPMENT TRAINING MPages Custom Training is a day technical workshop. The workshop can be held at a COUNTY site or at CONTRACTOR s world headquarters. A knowledgeable CONTRACTOR training resource will engage and train COUNTY technical resource(s) on leveraging the MPages development platform to develop interactive views in Cerner Millennium Target Audience The intention of this training is for individuals in COUNTY IT department. Participants should have technical knowledge of CCL with solid experience using it (by completion of Discern Beginner, Intermediate and Advanced courses) and the Cerner Millennium database schema and be familiar with HTML/JavaScript The technical training portion of the workshop is limited to or less participants. If more than are required by COUNTY, additional professional services and fees will apply Agenda The agenda can vary depending on the level of expertise in the audience group. Initially, training will encompass the following: o Overview of MPages OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

181 0 0 0 o Required components and PowerChart setup o Hands on exercises including HTML, JavaScript, style sheets, adding a tab to PowerChart o Integration of CCL with other industry native languages (e.g. JavaScript, HTML) o Development concepts and usage of specific CONTRACTOR functions o Development strategy o Clinical design strategy o Development, Testing & Integration/Implementation of custom MPage components into o the custom component architecture o COUNTY identified project to implement during training workshop Requirements Basic requirements to be completed/installed prior to commencement of training include: o MPages Foundations should be installed in a functioning domain on code base of 0.0 or higher o At least standard CONTRACTOR Summary MPage of release. or higher must be installed in a functioning domain o Functioning training domain with valid user accounts o Internet access during training event o HTML editor is recommended on the devices where training will take place Materials Training documents and content will be supplied during training event CONTRACTOR will provide a knowledgeable training resource to deliver the material and complete the agenda found in this Scope E. ADVANCEMENT PRACTICE- MEDICATION CLINICAL DECISION SUPPORT (mcds) OPTIMIZATION. PREREQUISITES Production domain and Non-Production domain for project activity. The Non-Production domain needs to be a current refresh of Production 00. code level or above required for base functionality 0.0. code level or above required for Meaningful Use attestation Most recent Innovations Dev (US): Medication Clinical Decision Support Window package Most recent Multum Custom Interactions Large Sequence Script Changes package Bedrock version. or above required for some advanced filtering 0 OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

182 MEDICATION CLINICAL DECISION SUPPORT (mcds) CONTRACTOR will assess and provide historical activity context where available CONTRACTOR will identify necessary preference settings CONTRACTOR will perform audits in Production domain to assess the current-state of Multum Alert settings CONTRACTOR will perform build changes in Non-Production domain and Production domain CONTRACTOR will be responsible for all unit testing including clinical validation of build in Non-Production domain before build is moved in to the Production domain CONTRACTOR will provide available reference materials for ongoing maintenance Adaptation of standard rule template to augment functionality. Maximum of rules Further customizations requiring CCL work will require a separate contract. AUDIT CATEGORIES CONTRACTOR will audit the following components and support COUNTY in performing necessary changes to optimize Multum alerts: o PrefMaint preferences o Allergy filtering o Documented allergy category suppression o Therapeutic duplication suppression o Repeat number customization o Order Detail filtering o Venue of Care filtering o Discern Alert filtering o Provider filtering. POST ENGAGEMENT ASSESSMENT CONTRACTOR will arrange a Post-Engagement Assessment to close the project and complete a final knowledge transfer to COUNTY. IMPLEMENTATION PROCESS All activity to occur remotely F. CERNER DIRECT HISP-AMBULATORY. PREREQUISTITES OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

183 0 0 0 Prerequisite license required for Cerner Direct domain-level digital certificate to conduct secure Direct communications ( Directed exchange ) Prerequisite license and installation required for Message Center, specifically the Messaging component. OBJECTIVE Provide capability of sending and receiving of messages with recipients using any trusted Direct Project compatible system. INTEGRATION-IMPLEMENTATION Provide capability of sending and receiving of encrypted messages with recipients using any trusted Direct Project compatible system CONTRACTOR will work with COUNTY to configure secure messaging within Millennium through Message Center and Remote Report Distribution (RRD). FOREIGN SYSTEM INTERFACE(FSI) SETUP Interface to CONTRACTOR Hub (VPN connection to the CONTRACTOR Hub) If non SolutionWorks Client, VPN connection required o Configure OAuth Proxy Server () o Configure FSI Messaging Interoperability Server (0) o Configure CareAware Millennium Services Configure REST Service for FSI to access incoming RFE messages. CERNER DIRECT Build and testing will occur in non-production environment and production environment CONTRACTOR will update necessary Message Center Preferences to meet the needs for Cerner Direct After complete and successful testing in the non-production domain, CONTRACTOR will support build changes into production domain CONTRACTOR will provide Trainer Conversion Preparation (TCP) event CONTRACTOR will provide Maintenance Training (MT) event. MESSAGE CENTER Message Center position folder set up to accommodate Cerner Direct messages Additional Message Center set up includes: o Message Center Cerner Direct related preferences outlined in design decision matrix, Cerner Direct Message Center Pools defined in the data collection workbook, and Message Center pool rules to accommodate the routing of those Cerner Direct related messages to those pools OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

184 0 0 0 Message Center pool rule SOW includes the following number of rules per venue: o For the Ambulatory venue, CONTRACTOR will build rule per provider, up to 00 providers. If COUNTY decides on a design that conflicts with CONTRACTOR s recommendation or exceeds 00 rules, then additional professional services and fees will be required for CONTRACTOR to complete that build G. CHART SEARCH TECHNICAL INTEGRATION SERVICES. CHART SEARCH SERVICE INTEGRATION Chart Search is a cloud-based service for clinicians to perform structured search of unstructured text anywhere in a person s chart by understanding clinical vocabularies. The Chart Search Technical Integration Service is designed to integrate a Cerner Millennium domain with the cloudbased service and allow the search capabilities to be leveraged.. DEFINITION OF PROJECT SCOPE Certain tasks are dependent on the availability of COUNTY personnel for verification, testing, and knowledge transfer. COUNTY will identify COUNTY tasks at the beginning of the engagement to facilitate scheduling and coordination. The following work activities will be performed: o Crawler Installation and Configuration. The Crawler collects data from the COUNTY database and interfaces with the Indexing service in the cloud in order to establish semantic context for the data in the cloud. The Crawler runs on a server in the COUNTY environment Identify a server on which to install the Crawler - COUNTY responsibility Install the Crawler Configure the Crawler Run and monitor progress of the Crawler until the initial indexing is complete Ongoing monitoring and maintenance for the Crawler in change detection mode is COUNTY S responsibility Network Connectivity. Network connectivity will be required between the COUNTY environment and the cloud. CONTRACTOR will provide COUNTY with communication requirements including any domain name servers (DNS),access control lists (ACL), or security certificate requirements. COUNTY will be responsible for making network changes. Millennium Application Server Configuration. CONTRACTOR will identify and work with COUNTY to configure Cerner Millennium Enterprise Java Servers required for Chart Search COUNTY to install and configure the Cerner Millennium package required necessary to leverage Chart Search OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

185 0 0 0 Knowledge Transfer. CONTRACOTR will provide information about support channels and reference material related to Chart Search in order to transfer knowledge to COUNTY about system management. This will include topics such as understanding the general technical integration and managing the Crawler. COUNTY SKILL AND PARTICIPATION LEVEL End User Application Trainer/Super User o Skill Level: Basic o Level of Participation: Review Project Manager o Skill Level: Analyst o Level of Participation: Review/Approve System Engineers o Skill Level: Expert o Level of Participation: Perform work Network Engineer o Skill Level: Expert o Level of Participation: Contributor, Perform Work. ASSUMPTIONS Chart Search leverages Cerner Millennium Discern mpage architecture. Specific base requirements will be documented at project initiation and are assumed to be in place or will be managed by CONTRACTOR.. DURATION This is a fixed fee service that delivered remotely and lasts approximately weeks depending on COUNTY availability and pre-requisites. H. CHART SEARCH TECHNICAL SUPPORT SERVICES. SELF HELP Chart Search Services provides self-directed help embedded within COUNTY S workflow to the extent feasible. The embedded help feature includes functional descriptions, explanations of improvements by version, frequently asked questions (FAQs), and instructional videos. Embedded help also provides details on the nature of cached data, such as descriptions of the types of searchable data and their most recent retrieval times. A Provide Feedback link is available for end users to suggest improvements or submit comments. OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

186 HELP DESK COUNTY is responsible for staffing a help desk that will provide the first line of support for its end users and data coordination calls. This line of support must be able to distinguish between application issues and connectivity or infrastructure problems. End users may also log any issue or question via Cerner's eservice. Instructions and account information will be provided on CONTRACTOR S website ( Issues will be worked during regular business hours, M-F AM- PM CST; (excluding US holidays).. IMPROVEMENTS As necessary, Service improvements will deliver new or revised functionality and allow the crawler utility, other technology, and content to remain current. Some improvements may require integration activities in COUNTY domains connected to the Chart Search Service. Reasonable instruction will be provided so COUNTY may perform these activities independently. COUNTY may engage CONTRACTOR for professional services on a time and material basis. Details of the improvements will be made available via Self Help.. SERVICE LEVEL EXPECTIONS Chart Search does not offer any guaranteed service level. CONTRACTOR will provide notification to COUNTY for any planned downtime. If COUNTY experiences unexpected downtime, please contact the Help Desk. Service level commitments relating to other CONTRACTOR services and solutions are not applicable to the Services set forth in this SOW.. COUNTY OBLIGATIONS COUNTY is required to remain actively engaged in this project weekly until completion. If project is inactive beyond a two-week period, the CONTRACTOR resource may be subject to reassignment to other projects thereby delaying COUNTY S project until a future CONTRACTOR resource can be re-engaged. COUNTY is responsible for all aspects of testing related to the service including, but not limited to, developing test plans, executing tests, and approving test results. Additional COUNTY obligations: o Ensure hardware, software, and network components required for the services detailed by CONTRACTOR in a pre-service checklist are available and operational o Ensure the domain is at the required cumulative production package (CPP) and/or cumulative service package (CSP) level and any additional service packages are installed OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

187 0 0 0 o Designate a representative to be the project manager for the applicable service. Project manager will be the focal point for the CONTRACTOR associate performing or managing the delivery of the service and will have the authority to act in matters regarding a project o Provide documentation of requested configurations on an as needed basis o Provide the performing CONTRACTOR associate appropriate access to applicable systems. Including physical access to spaces (typically during standard business hours), user IDs, passwords, phone access, and privileged access such as root as required to deliver the Service o Provide access to the system during standard business hours I. NUANCE DRAGON MEDICAL 0 NETWORK EDITION VOICE RECOGNITION Nuance Dragon Medical 0 Network Edition is a front-end speech-recognition solution that allows users to enter notes and text into other software applications using their voice instead of a keyboard. Nuance Dragon can be used with any application, including Microsoft Outlook, Microsoft Word, Notepad, and Cerner Millennium, even when the application is delivered via Citrix.. TECHNICAL IMPLEMENTATION SERVICES OVERVIEW CONTRACTOR will provide technical consultation and implementation services to implement Nuance Dragon. PRETRAVEL CHECKLIST DISCUSSION (REMOTE) Provide pre-travel checklist document to COUNTY Schedule and conduct pre-travel review discussion with COUNTY. HARDWARE AND APPLICATION SERVER VERIFICATION Verify server hardware to ensure it meets the minimum requirements for the new application Assist in making hardware available on Intellinet for remote support from CONTRACTOR if necessary o Intellinet access is required for remote installation. DISCOVERY CALL CONTRACTOR will conduct a discovery call to determine: o Makes/models of microphones to be used for voice dictation o Facilities, departments, or units in which Nuance Dragon will be deployed o Fat client or virtual desktop deployment of the Nuance Dragon application o Remote access requirements for Nuance Dragon deployment OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

188 DRAGON ADMINISTRATOR TRAINING Provide Nuance Dragon administrator training for up to COUNTY attendees Provide a technical review of the Nuance Dragon technical solution. IMPLEMENTATION OF NUANCE DRAGON Install and configure Nuance Dragon software on Dragon Medical server Install and configure up to workstations. HELP DESK TRAINING Help desk training can be conducted on or off-site for up to resources Training will include basic training on Nuance Dragon, troubleshooting tips and tricks, escalation paths and responsibilities, and frequently asked questions. REMOTE TECHNICAL SUPPORT Remote technical support is provided for weeks from go-live date, after which support will go through standard support channels. DELIVERABLES Educate on installation, configuration, and operational procedures Provide Dragon administrator training Test Dragon Medical client 0. ASSUMPTIONS COUNTY will be responsible for installing necessary software on Citrix servers COUNTY workstations meet minimum requirements This engagement includes only the items set forth in this SOW. A new CONTRACTOR Sales Order must be executed by the parties if COUNTY requests additional tasks beyond those set forth herein. WORK EFFORT AND DURATION Project duration is 0 days and includes on-site visit consisting of days The number of servers to be set up will determine the exact requirements for the project J. DRAGON MEDICAL TRAINING SERVICES. CONTRACTOR RESPONSIBILITIES Create and deliver Dragon Medical and PowerChart specific user training curriculum that addresses application, workflow, and process changes OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

189 0 0 0 Deliver quick reference card and job aids Facilitate changes that are a result of the Dragon Medical solution implementation Track and report issues for appropriate action Test workflows and functionality to identify any technical or domain performance issues prior to scheduled training. COUNTY RESPONSIBILITIES Provide roster of users by role and facility Enforce end-user training compliance Provide CONTRACTOR access, familiarity to both TRAIN and production domains Provide sign on information for CONTRACTOR and each trainee with appropriate role privileges. JOINT RESPONSIBILITIES Coordinate training schedule, registration, and logistics Identify training related risk areas Determine custom command and word management strategy Create and test custom commands and words Define training metrics. COUNTY REVIEW AND SIGNOFF A Deliverable for End of Engagement Evaluation will be presented for review and signoff. ASSUMPTIONS COUNTY has a basic understanding of PowerChart Users will have basic computer skills Facilitated group laboratory training includes PowerPoint instruction, guided exercises, checklists, preferences-setting, homework, and an assessment CONTRACTOR is not responsible for communicating functionality updates to users. TRAINING PLAN AND PREPARATION CONTRACTOR RESPONSIBILITIES Provide full-time learning consultant(s) to help facilitate, define, and execute the Dragon Medical software training engagement to: o Facilitate and manage course design o Coordinate development of learning materials o Meet with stakeholders to report progress and resolve training issues. TRAINING PLAN AND PREPARATION ASSUMPTIONS Total hours in this SOW are calculated at hours OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

190 0 0 0 CONTRACTOR will work with COUNTY to provide the training service on an agreed upon schedule. STANDARD TRAINING MATERIALS CONTRACTOR RESPONSIBLITIES Complete learning materials for Dragon Medical o All materials developed for physicians will focus on learning gaps and standard workflows o Learning materials will include instructor and participant guide as necessary, job aids, practice scenarios and competency assessments. STANDARD TRAINING MATERIALS ASSUMPTIONS Workflow has been determined and provided as the baseline for these materials Materials will be developed for physicians CONTRACOTR will work with the COUNTY to provide the materials on an agreed upon schedule 0. TRAIN THE TRAINER OBJECTIVES Develop Dragon Medical functionality, solidify dictation style, and gain confidence while dictating sample progress notes Optimize application settings and preferences Develop and test custom words/commands to improve accuracy and optimize workflow prior to go-live Develop understanding of the different ways Dragon Medical integrates into PowerChart workflows Complete mock provider documentation Answer questions regarding core concepts and functionality prior to go-live Develop a core of resources Provide a one day train the trainer coaching plus PowerNote refresh or Dynamic Doc Concepts, not to exceed hours. TRAIN THE TRAINER COUNTY RESPONSIBILITIES Attend training in a formal classroom on-site (a maximum of COUNTY participants per session) o CONTRACTOR recommends that 00% of all participants be required to demonstrate competency with the Dragon Medical software at the end of the training session. TRAIN THE TRAINER ASSUMPTIONS One dedicated workstation per participant OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

191 0 0 0 Total hours are calculated at an average of hours per week Up to ten (0) participants will be trained for three () days in a group setting at COUNTY S facility. PHYSICIAN DRAGON TRAINING SERVICES OBJECTIVES Develop full understanding of Dragon Medical functionality, solidify dictation style, and gain If the number of users changes significantly from this assumption, CONTRACTOR will review available training hours with COUNTY and determine if more hours are needed CONTRACTOR will work with COUNTY to determine engagement dates and schedule Confidence while dictating sample progress notes Optimize application settings and preferences Develop and test custom words/commands to improve accuracy and optimize workflow prior to go-live Introduce advanced Dragon Medical software functionality Define PowerChart workflow with the inclusion of Dragon Medical Perform provider specific mock visits Address questions regarding core concepts and functionality prior to go-live. PHYSICIAN DRAGON TRAINING SERVICES CONTRACTOR RESPONSIBILITIES Staff computer lab setting (Learning LAB) and provide training services hours per week of project management Provide two () weeks of training utilizing one () trainer for twenty-five () users o Approximately hours of coaching per user group o If the number of users changes significantly from this assumption, CONTRACTOR will review available training hours with COUNTY and determine if more hours are needed o Total hours in this SOW are calculated at an average of hours per week. CONTRACTOR will work with COUNT to determine engagement dates and schedule. PHYSICIAN DRAGON TRAINING SERVICES COUNTY RESPONSIBILITIES Physicians will attend training in Learning LAB o CONTRACTOR recommends that 00% of all physicians be required to demonstrate competency with the Dragon Medical software at the end of the training session. CONTINUOUS ADOPTION COACHING OBJECTIVES Develop full understanding of Dragon Medical functionality, solidify dictation style, and gain confidence while dictating sample progress notes Optimize application settings and preferences 0 OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

192 0 0 0 Develop and test custom words/commands to improve accuracy and optimize workflow Introduce advanced Dragon Medical software functionality Define PowerChart workflow with the inclusion of Dragon Medical Perform provider specific mock visits Address questions regarding core concepts and functionality Increase level of adoption and satisfaction by developing an extensive vocabulary for higher accuracy Define Dragon Medical software integrated point-of-care workflow. CONTINUOUS ADOPTION COACHING CONTRACTOR RESPONSIBILITIES Two () weeks of continuous support utilizing coaches/trainers hours per week of project management. COMPLETION CRITERIA All fee(s) for service(s) provided in this SOW will be considered complete when the respective hours are worked. CONTRACTOR will provide an option, no later than weeks before hours are worked, to extend the current resources under a new Amendment. All fixed fee services provided in this SOW will be considered complete when the deliverables have been provided to COUNTY.. MODIFICATIONS This engagement includes only the items set forth in this SOW. A new CONTRACTOR Sales Order or Amendment must be executed by the parties if COUNTY requests additional tasks beyond those set forth herein. In the event COUNTY requests additional work effort or otherwise modifies the scope set forth herein, CONTRACTOR and COUNTY will assess the financial and delivery timeline implications of such changes and will work together to reach a mutually agreeable solution. Jointly, COUNTY and CONTRACTOR will discuss, document, and request approval regarding fees and delivery implications of additional work effort(s) prior to any SOW expansion. 0. SUSPENSION OR RESCHEDULING In the event COUNTY requests that this project be rescheduled or suspended, COUNTy will pay costs for hours worked and travel expenses incurred, up to and including the date of shut down. Additional fees may be incurred when the project resumes, including, but not limited to, increased professional service rates, planning, defining scope, reviewing and documenting completed work, and educating new project team members (COUNTY will not incur additional fees if the delay is mutually acceptable between CONTRACTOR and COUNTY). OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

193 0 0 0 COUNTY acknowledges that CONTRACTOR is not obligated to provide the same project team members that were assigned to the project prior to the suspension.. TRAVEL Resource assignments and travel arrangements including but not limited to, COUNTY site visits, require a minimum of 0 calendar days of preparation time from the date the Amendment is executed. It is anticipated coaches will work a maximum of consecutive days at COUNTY facility with consecutive days off free of travel. It is anticipated that coaching will be no more than hours per day The professional services fees do not include travel, lodging, per diem, or other out-of-pocket expenses incurred by CONTRACTOR personnel. Such expenses will be billed to COUNTY based upon actual expenses incurred observing all Expense reimbursement guidelines and limits.. ADDITIONAL NOTES-ASSUMPTIONS All deliverables remain the sole and exclusive property of CONTRACTOR, and may only be used as detailed and agreed upon by this SOW K. PATIENT ACCOUNTING OPTIMIZATION CONTRACTOR will design and configure the business rules and settings for posting electronic remittances up to 0 payers CONTRACTOR will complete the configuration in one non-production and one production domain COUNTY is responsible for final validation before moving to production L. POWERCHART AMBLULATORY PRACTICE MANAGEMENT UPLIFT Uplift to Cerner Practice Management (CPM) view for the registration and scheduling solutions. Patient Accounting at HCA is already on the CPM view. These applications will now run on the JAVA platform like Patient accounting instead of Win. month timeline to pilot w/up to conversion events. Build in non-prod and prod domain CONTRACTOR to provide SuperUser Training COUNTY to provide End User Training M. FOREIGN SYSTEM INTERFACE (FSI) BETWEEN IRIS AND NAPHCARE CONTRACTOR will provide Millennium professional service resources to assist COUNTY with the implementation of an inbound orders and outbound discrete results interface from the Naphcare OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

194 0 0 0 jail system to IRIS for lab and microbiology. Orders interface will add the encounter as well as the order. These interfaces will use the TCP/IP protocol for data transmission and the standard HL communications model. These interface will conform to CONTRACTOR S Universal Interface specifications requirements, which are based upon the HL standards as they relate to the Cerner Millennium architecture. The CONTRACTOR work effort will include, but is not limited to, specification discussions with the creation of site specific interface specification documents, regular attendance at project status meetings, as well as assistance with the build and configuration of the standard interface processing requirements for these interfaces. COUNTY responsibilities will include, but are not limited to, database build and aliasing that will be required for inbound processing, IRIS configuration and build modifications, in addition to the creation and execution of detailed test plans thru scheduled test cycles. COUNTY is responsible for interface testing and validation. CONTRACTOR will be available for troubleshooting issues.. SOLUTION SPECIFIC ASSUMPTIONS CONTRACTOR will send the outbound discrete results in HL v.. format which is currently supported by Naphcare Outbound results for Microbiology and General Lab results, only, will be sent to Naphcare. CONTRACTOR will send their standard UI version.. format on outbound results. Naphcare will perform any data manipulation on outbound results that are needed to conform to their specification. If custom scripting is required by CONTRACTOR due to the inablility of Naphcare to conform to CONTRACTOR S UI specification additional hours may be required to complete the work. The OCN# will be utilized as the patient unique identifier. The interface will utilize Transmission Control Protocol/Internet Protocol (TCP/IP) for data transfer and will be Cerner Millennium HL UI compliant. Any custom scripting required outside of the standard CONTRACTOR UI will be done in COUNTY interface engine. If this is not possible or desirable, custom scripting can be performed within the Cerner Millennium Open Engine but may require additional hours for a COUNTRACTOR resource to complete the work. This Scope covers the initial configuration and testing of the interface in a designated build environment and copy to the production environment. Any additional domain support, including OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

195 0 0 0 copies to additional domains and rebuild due to domain refreshes or updates may require additional hours. COUNTY and CONTRACTOR will work on this project concurrently on an agreed upon project timeline. N. HEALTHELIFE PORTAL OPTIMIZATION. SERVICES OVERVIEW Review and assess HealtheLife services Review workflows of current services active in portal Review current marketing and education material provided to patients Survey staff members to baseline education of portal Review best practices guidance to establishing an onboarding strategy for patients Provide script for enrollment based on organization role Educate COUNTY team on best practices for achieving efficient and successful enrollment and patient engagement Provide assessment report with recommendations Include statistical analysis for each service Provide reports to help COUNTY continually track success of portal Provide support for current meaningful use reports that pertain to HealtheLife Assist in running reports and analyzing current numbers to determine if Meaningful Use Stage requirements have been met Implement and configure services currently not being fully utilized including (if applicable): o Secure messaging and attachments o The ability to view, request, cancel, and reschedule appointments via secure messaging capabilities in Cerner Millennium o Direct-book scheduling Direct-book scheduling is available only if COUNTY uses CONTRACTOR patient scheduling o Lab results view o Documents view Including clinical notes o Pathology and radiology view o Continuity of Care Document (CCD) view o The ability to view, download, and transmit for Meaningful Use CONTRACTOR health identity for third party applications HealtheLife: Engagement Tools for self-guided health assessment, self-enrollment in health action plans, and self-tracking key health behavior and activity data OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

196 INITIAL SETUP Coordinate with COUNTY information technology and clinical staff on implementation and project management needed base on the assessment Educate COUNTY staff on portal administration tools via on-line meeting tools using a train the trainer approach Provide a standard testing plan template for use in creation of COUNTY testing strategy. CONTRACTOR RESPONSIBILITIES Complete review of assessment with recommendations for COUNTY Provide statistical analysis report Build additional services that need to be turned on for HealtheLife in COUNTY S IRIS domains o Additional services will be built in non-production domain and production domain o CONTRACTOR will be granted front-end and back-end access to domains Build could include, depending on what services are activated; o HNAUser.exe Used to build super user and alias messagable provider (responsible for aliasing providers in non-production domain only) o Inboxconfig.exe Used to confirm pool names and configure consumer messaging o Corecodebuilder.exe Used to validate display keys for alias pools and build registration specific fields o Orgtool.exe - Used to build alias pools and associate to orgs o Coreeventmanager.exe Used to build out event set hierarchy o Prefmain.exe Used to build out banner bar o Appreg.exe Used to configure the notification text and launch registration script o SIManager.exe Used to confirm Oracle Internet Directory (OID) for the clinical document generator (CDG) o PMDBConvo.exe Used to build out custom HealtheLife registration conversation CONTRACTOR will be a separate registration conversation to be used for HealtheLife registration; COUNTY can add the user defined fields to other conversations Includes standard configurations and content (no customization available) Re-train and educate staff members using the train-the-trainer method Ensure Meaningful Use reports are functioning correctly. COUNTY RESPONSIBILITIES Execute the following build steps for services being activated or changed during this project; OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

197 0 0 0 o including clinical results for consumer viewable lab results in the event set hierarchy o including the document types for the consumer event set hierarchy for consumer viewable documents Scheduling appointment build for IRIS Appointment Book Scheduling Building any additional message center inbox pools used for messaging from the portal Access to clinical and administrative staff to review current workflow Create marketing material to be distributed to patients COUNTY will be responsible for production, distribution costs, and COUNTY-specific materials around education material for the patients Relaunch marketing campaign for consumers, physicians, clinical staff, and support personnel to promote portal (if deemed necessary) Execution of internal and external marketing including communication materials and hosting informational sessions Conduct system testing COUNTY responsibilities include development and execution of a test script, testing, and assisting with troubleshooting Review training materials and utilize reference manuals and documentation Responsible for ongoing train the trainer class in the future. ASSUMPTIONS COUNTY will need to satisfy the Health Insurance Portability and Accountability Act (HIPAA) and other requirements to aggregate and disclose consumer personal health information (PHI) COUNTY is responsible for completing the development, build, testing, implementation, and ongoing maintenance of connections from the source system to HealtheLife HealtheLife leverages Cerner Direct, CareAware Multimedia (CAMM), and CCD templates required for Meaningful Use Stage requirements. Implementation for these solutions is separate from this Scope and must be completed for view, download, and transmit features to be utilized COUNTY requires additional support for the installation, implementation, testing and ongoing maintenance of required WAS Web servers, hardware and sublicensed software required to connect to HealtheLife when the portal is put into productive use. This is covered with hours in the pool. COUNTY is responsible for downloading and installing all applicable HealtheLife packages available at time of implementation and thereafter while HealtheLife is utilized by COUNTY COUNTY is responsible for determining and implementing the custom event set necessary for the view only layout of clinical results in HealtheLife COUNTY is responsible for determining and implementing the custom event set necessary for the document view OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

198 0 0 0 COUNTY is responsible for the configuration and management of a SecurityAssertion Markup Language (SAML).0 identity management solution, providing publically accessible non prod domain, and is responsible for support related to accounts (usernames, passwords, logon issues, etc.) HealtheLife: Engagement Tools: o only work with HealtheLife and the underlying Cerner Millennium architecture o are connected to a dedicated Cerner Wellness instance for the clinical program management o are only available in English o currently do not work with single sign on (SSO) o will only allow a consumer to connect an activity tracking device to one single dedicated Cerner Wellness instance (i.e.- it s not possible to have a single tracking device connected to two separate wellness programs o data is not viewable in Cerner Millennium today o are only available to patient users, not proxy users o are not accessible on mobile devices and tablets o are not available in multi-tenant environments o Advanced Member Engagement Tools theme and content changes will require a o service request (SR) to be logged 0 days prior to the day that the change is o needed in production. CONNECTIVITY: DATA INTEGRATION(APPLICABLE TO CLIENT HOSTED CLIENTS ONLY) Cerner Technology Center(s) (CTC) means the data center facilities intended to provide uninterrupted power and service for CONTRACTOR-hosted solutions. Each CTC is designed to significantly reduce downtime and operate under supervision hours per day, days per week ( x ), every day of the year. CONTRACTOR will provide the CTC facility space, cooling, power and management, infrastructure components, and security required to provide the in-scope application services COUNTY is responsible for the requirements set forth herein only when COUNTY does not leverage CONTRACTOR S remote hosting services for its Cerner Millennium electronic health record (EHR) solutions including the package install (if needed based on services activated) COUNTY will need to provide technical resources whenever possible to assist with the support of the virtual private network (VPN) O. TRAINING SERVICES. VIRTUAL TRAINING COURSES Course Name: Cerner Millennium Fundamentals(CVU-00) OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

199 0 0 0 o Location: Virtual o Dates: TBD o Participants: o Cost:$,00 o Required Course Prerequisites: None Course Name: Cerner Millennium Building and Maintaining and PowerChart(CVU-00) o Location: Virtual o Date(s): TBD o Participants: o $,0 o Required Course Prerequistites: Cerner Millennium Fundamentals. OBJECTIVES Cerner Millennium: Fundamentals o Demonstrate basic CCL language to query patient related data. o Articulate basic functionality while moving through the computerized medical record. o Manipulate related data for presentation to the end user in standardized, consistent format. o Recognize the basic architecture of a computer system. o Outline data collection methods used in electronic clinical medical records. o Describe the design of orderable items leveraging synonyms (as needed) for all applications in the Millennium system. o Outline the importance of alias pools in the Millennium system. o Summarize rules and regulations around patient rights as well as the security rights given to each user type as defined in Millennium. Cerner Millennium: Building and Maintaining PowerChart o Recognize design considerations for physician use of PowerChart. o Identify possible improvements for Physician and departmental workflows. o Explain impact of physician workflows upon departmental users. o Discuss how PowerChart workflows impact solution implementation. o Identify best practices design approaches. o Utilize appropriate solution configuration tools; including appropriate Bedrock wizards. o Identify common maintenance tasks for PowerChart. o Troubleshoot basic PowerChart issues.. COMPLETION CRITERIA To receive credit for the courses, participant must attend 0% of the class OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page of 0

200 CANCELLATION POLICIES AND FEES All courses are subject to schedule change. CONTRACTOR has the right to change delivery method or cancel course Enrollment cancellation: To avoid penalties, cancellations (made by the participant or the COUNTY) must be received via to cliented@cerner.com business days prior to course start date. Participant substitutions are allowed, provided the replacement has met all prerequisites for that course and notification for enrollment has been received at cliented@cerner.com o Cancellation days or more prior to class commencement- no cancellation fee o Cancellation 0- days prior to class commencement-0% of course cancellation fee o Cancellation -0 days prior to class commencement- 00% of course cancellation fee o Failure to show for Virtual Course- 00% of course cancellation fee In the event CONTRACTOR cancels a course less than business days prior to the scheduled course date which prohibits participants from attending, COUNTY will receive an on-account credit to be applied toward future education courses. The scheduled course must have previously been paid in full in order to receive credit. (Note: No credit will be offered if the class is cancelled due to COUNTY S inability to meet material and/or technical obligations.). One on One Consulting led PowerChart onsite Training Three weeks, (0 hours) of onsite one on one training to be provided to one CLIENT staff member by a CONTRACTOR Consultant. Prerequisites for the onsite time are completion of the Virtual Millennium Fundamentals course and the Cerner Millennium Building and Maintaining PowerChart course Onsite one on one training to include: o Workflow Tools o Message Center o Documentation/Forms o Problem Lists and Clinical Diagnosis o Patient Histories o Task Lists o Discharge Process Physician Documentation and Orders P. CHARGE SERVICES AND PATIENT ACCOUNTING OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 00 of 0

201 CONTRACTOR will assist in: design of new charges and incorporation with existing IRIS charge design and patient accounting system; design of profit business manager rules; and design of claim rules.. COUNTY is responsible for build and testing of Patient Accounting and Charge Services. CONTRACTOR will provide two consecutive weeks of remote conversion support. COUNTY responsible for initial troubleshooting. COUNTY is responsible for final validation and moving the changes to production Q. DISCERN ANALYTICS AND GOLD STANDARD REPORTING CONTRACTOR will assist with the build and testing of Gold Standard Reports as well as Discern Analytics (DA) CPA report build and testing/validation. CONTRACTOR will also provide end user training on the application to end users both on running the reports and maintaining DA domains. CONTRACTOR will also provide assistance in report development from the standard reports/domains R. DISCERN EXPERT CCL Discern Expert is an event driven, rules based, decision support solution. It continuously monitors patients' electronic medical records, reminding clinicians of routine care actions and alerting them when unusual situations arise. The tool uses essential data elements such as patient age, gender, weight, prescribed medications, diagnoses, lab results, clinical studies and standard regimens in conjunction with the industry knowledge it contains to power the decision making process. The rules engine fires alerts to notify clinicians of clinical, financial, or other errors or important information.. COUNTY can choose to accept any combination of the following Discern Expert services up to 0 hours: a. Custom Discern Expert Rules for optimal workflow and enhanced solution functionality; b. Implementation of Discern Expert Rules chosen by COUNTY from the Discern Expert Rules Catalog; and c. Training on optimal development and testing of Discern Expert Rules. 0 OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

202 0 0 0 OF EXHIBIT B X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

203 0 0 0 EXHIBIT C TO AGREEMENT FOR PROVISION OF BEHAVIORAL HEALTH ELECTRONIC HEALTH RECORD SYSTEM SERVICES BETWEEN COUNTY OF ORANGE AND CERNER CORPORATION SEPTEMBER, 0 THROUGH JUNE 0, 00 TREATMENT PLAN LIBRARY I. ACKNOWLEDGEMENTS A. COUNTY currently contracts with Stan Taubman, Ph.D. through contract # MA-0-0 for Subscription To Treatment Plan Library through June 0, 0, and this contract is non-renewable. B. This contract allows COUNTY to access the Berkeley Training Associates (BTA) Treatment Plan Library (TPL) on an annual subscription basis in either electronic or printed forms, as a clinical tool for use within the COUNTY and by its contract providers at their service location or through the BHS EHR system. C. The COUNTY has been granted the right to amend the TPL for the COUNTY s use however, BTA shall maintain copyright protection of any amendments to the content. Any integration of BTA TPL content into any product of joint manufacture by COUNTY and CONTRACTOR shall not be distributed, sold, or transferred, in part or in whole, outside this EHR project. D. COUNTY does not have the right to sublicense the rights covered by the license to any third party. Therefore, CONTRACTOR agrees that at any time CONTRACTOR desires to utilize the BTA TPL outside of this EHR project for development or distribution in whole or in part on their own, CONTRACTOR shall contact Stan Taubman, PH.D. directly and negotiate a separate contract for such use. II. CONTENT The TPL content includes sections on Barriers, Goals, Strengths, Objectives and Interventions (for the clinical team, consumer, and significant others). The TPL provides decision support for adults, substance abuse disorders, children, and older adults. The contents of the TPL have been reviewed for consistency with California Medi-Cal requirements for specialty mental health services. The TPL also promotes language consistent with the Recovery Model approach to treatment. The lists of content may be modified as needed to meet the specific needs of the County. OF EXHIBIT C X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

204 0 0 0 EXHIBIT D TO AGREEMENT FOR PROVISION OF BEHAVIORAL HEALTH ELECTRONIC HEALTH RECORD SYSTEM SERVICES BETWEEN COUNTY OF ORANGE AND CERNER CORPORATION SEPTEMBER, 0 THROUGH JUNE 0, 00 HIGH TECHNOLOGY ESCROW AGREEMENT This Software Escrow Agreement ("Escrow Agreement") is entered into to be effective as of the st day of January 0, by and among Cerner Corporation, a Delaware corporation, the owner of certain software ("Cerner"), and U.S. Bank National Association, a national banking association ("Escrow Agent"). RECITALS: A. Cerner and certain licensees of the aforementioned software (each a "Licensee") have entered into and may enter into in the future a software license agreement (the "License Agreement") whereby Cerner granted or may grant to such Licensee a limited license to use Cerner's computer programs identified therein (the "Software"). B. The uninterrupted availability of the Software is critical to each Licensee in the conduct of its business. C. As a consequence of the foregoing, Cerner has agreed to enter into this Escrow Agreement to provide for the availability of the Software's source code, as well as any corrections, changes, modifications and enhancements to such source code, in accordance with the terms and conditions hereinafter set forth. AGREEMENT: Based upon the recitals set forth above and in consideration of the mutual obligations contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: ARTICLE DEPOSITS. Obligation to Make Deposit(s). Within 0 days of execution of this Escrow Agreement, Cerner shall deliver to Escrow Agent the source code for the Software in its current (and, at Cerner's option, certain prior) versions, including relevant documentation (the "Escrow Material"). Cerner shall update the Escrow Material within 0 days of each release of a new version of the Software in accordance with the terms of this Escrow Agreement. All references in this Escrow Agreement to the Escrow Material shall include the initial Escrow Material and any updates. OF EXHIBIT D X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

205 Identification of Tangible Media. Prior to the delivery of the Escrow Material to Escrow Agent, Cerner shall conspicuously label for identification each document, magnetic tape, CD, disk, or other tangible media upon which the Escrow Material are written or stored. Additionally, Cerner shall deliver to Escrow Agent with the Escrow Material a list identifying each such tangible media by the item label description, the type of media and the quantity, which shall be substantially in the format set forth in Exhibit B (the "Escrow List"). The Escrow List must be signed by Cerner and delivered to Escrow Agent with the Escrow Material.. Deposit Inspection. When Escrow Agent receives the Escrow Material and the Escrow List, Escrow Agent will conduct a deposit inspection by visually matching the labeling of the tangible media containing the Escrow Material to the item. descriptions and quantity Listed on the Escrow List. Escrow Agent shall have no duty or obligation to inspect or inquire into the contents or substance of the Escrow Material, and Escrow Agent's obligation shall be strictly limited to matching the aforementioned labeling to the Escrow List.. Acceptance of Deposit. At the completion of the deposit inspection, if Escrow Agent determines that the labeling of the tangible media matches the item descriptions and quantity on the Escrow List, then Escrow Agent will date and sign the Escrow List and deliver a copy thereof to Cerner, which shall occur no later than ten (l0) business days after Escrow Agent's receipt of the Escrow Material. If Escrow Agent determines that the labeling does not match the item descriptions or quantity on the Escrow List, Escrow Agent will: (a) note the discrepancies in writing on the Escrow List; (b) date and sign the Escrow List with the exceptions noted; and (c) provide a copy of the Escrow List to Cerner. Escrow Agent's acceptance of the deposit occurs upon the signing of the Escrow List by Escrow Agent. Cerner may, at its discretion, provide a copy of the signed Escrow List to a Licensee as an indication that the Escrow Material have been received and accepted by Escrow Agent. Upon Escrow Agent's acceptance of any updated Escrow Material, the Escrow Agent shall return to Cerner, within ten (0) business days after the issuance of the written notice of acceptance to Cerner, all previous versions of the Escrow Material.. Cerner's Representations. Cerner represents to Escrow Agent that: a. Cerner lawfully possesses all of the Escrow Material deposited with Escrow Agent; b. With respect to all of the Escrow Material, Cerner has the right and authority to grant to Escrow Agent the rights as provided in this Escrow Agreement; c. The Escrow Material are not subject to any lien or other encumbrance; d. The Escrow Material consists of Software identified in the License Agreements; and e. The Escrow Material are readable and useable in their current form or, if the Escrow Material are encrypted, the decryption tools and decryption keys have also been deposited, which deposit may be separate from the Escrow Material deposit; provided, however, that Escrow Agent shall have no duty to enforce such representations for the benefit of any third party, including without limitation a Licensee. OF EXHIBIT D X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

206 0 0 0 ARTICLE -- CONFIDENTIALITY AND RECORD KEEPING. Confidentiality. Escrow Agent shall maintain the Escrow Material in a secure, locked facility which is accessible only to authorized representatives of Escrow Agent. Escrow Agent shall have the obligation to reasonably protect the confidentiality of the Escrow Material. Except as provided in this Escrow Agreement, Escrow Agent shall not disclose, transfer, make available, or use the Escrow Material. If Escrow Agent receives a subpoena or other order of a court or other judicial tribunal pertaining to the disclosure or release of the Escrow Material, Escrow Agent will promptly notify Cerner. It shall be the responsibility of Cerner to challenge any such order; provided, however, that Escrow Agent does not waive its rights to present its position with respect to any such order. Escrow Agent will not be required to disobey any court or other judicial tribunal order.. Audit Rights. During the term of this Escrow Agreement, Cerner shall have the right to inspect the written records of Escrow Agent pertaining to this Escrow Agreement. Any inspection shall be held during normal business hours and following reasonable prior notice, and shall be conducted at the Cerner's sole expense. ARTICLE RELEASE OF DEPOSIT. Right to Make Copies. Escrow Agent shall have the right to make copies of the Escrow Material as reasonably necessary to perform with respect to rights and duties under this Escrow Agreement. Escrow Agent will copy all copyright, nondisclosure, and other proprietary notices and titles contained on the Escrow Material onto any copies made by Escrow Agent.. Right to Transfer Upon Release. Cerner hereby grants to Escrow Agent the right to transfer a copy of the Escrow Material to a Licensee upon the occurrence of a Release Condition as defined in Section. below. Except upon such a release or as otherwise provided in this Escrow Agreement, Escrow Agent shall not otherwise transfer the Escrow Material.. Release Conditions. As used in this Escrow Agreement, "Release Conditions" shall mean the following: a. Cessation of business by Cerner without a successor; or b. Cerner's cessation of the Support supplied for the Software pursuant to the License Agreement without making a provision for continued support by a qualified third party on substantially the same terms, conditions and pricing; or c. in the case of Cerner and Licensee having entered into a Licensee Agreement specifically providing other circumstances under which such Licensee may be entitled to a copy of the Escrow Material.. Filing For Release. If a Release Condition has occurred, then Cerner shall provide written notice of the occurrence of the Release Condition and a request for the release of a copy of the Escrow Material to Licensee(s).. Licensee Request. In the event a Licensee requests release of the Escrow Material, Licensee shall notify Escrow Agent and Cerner of a Release Condition in accordance with the notice provisions of this Escrow Agreement. Cerner will promptly work with Escrow Agent to approve the release in accordance with the Release Conditions or to address the request directly with the Licensee. OF EXHIBIT D X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

207 0 0 0 ARTICLE OWNERSHIP AND USE OF ESCROW MATERIAL. Ownership/Confidentiality of Escrow Material. In all events, Cerner or its successors or assigns, shall remain the owner of the Escrow Material. Licensee's right to and interest in the Escrow Material shall be as a licensee only.. Right to Use Following Release. Upon release of the Escrow Material in accordance with Article, Licensee shall have the right to use t.he Escrow Material for the sole purpose of continuing the benefits afforded to Licensee by the License Agreement. Licensee shall be obligated to maintain the confidentiality of the released Escrow Material as provided in the License Agreement. Without limiting any other terms of this Escrow Agreement, Escrow Agent shall have no duties or obligations with respect to enforcing this Section. or any terms of a License Agreement. ARTICLE -- COMPENSATION OF ESCROW AGENT. Escrow Agent Fee. Cerner shall make payment to Escrow Agent for escrow service in accordance with Escrow Agent's fee schedule as outlined on Exhibit A attached hereto, and shall be invoiced upon execution of this Escrow Agreement.. Non-payment. In the event of non-payment of Escrow fee, Escrow Agent shall give Cerner sixty (0) days notice thereof. If the sixty (0) day notice period elapses without Escrow Agent having received payment from Cerner, Escrow Agent shall then have the option, upon delivery of written notice to Cerner, to terminate this Escrow Agreement and to return to Cerner all Escrow Material. ARTICLE TERM. l Term and Termination. The initial term of this Escrow Agreement shall commence as of the effective date set forth on the first page hereof and continue for a period of ten years (the "Initial Term"). Thereafter, this Escrow Agreement shall automatically renew from year-to-year (each a "Renewal Term") unless either party provides not less than 0 days notice to the other of its intention to terminate the Escrow Agreement at the end of the then current term. This Escrow Agreement may be terminated prior to the expiration of the Initial Term or any Renewal Term in any of the following ways: (a) Cerner instructs Escrow Agent in writing that the Escrow Agreement is terminated; (b) the Escrow Agreement is terminated by Escrow Agent for nonpayment in accordance with Section... Disposition of Escrow Materials on Termination. Escrow Agent shall return the Escrow Materials to Cerner upon the termination of this Escrow Agreement.. Survival of Terms Following Termination. Upon termination of this Escrow Agreement, the following provisions of this Escrow Agreement shall survive: Section. - Cerner's Representations, Section. - Confidentiality Obligations of Escrow Agent, Article - Ownership and Use of the Escrow Material, any payment obligations to Escrow Agent, this Section., Section. - Indemnification of Escrow Agent, Section.- Liability of Cerner, and Article - General Provisions. OF EXHIBIT D X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

208 0 0 0 ARTICLE --LIABILITY AND INDEMNIFICATION OF ESCROW AGENT. Right to Rely on Instructions. Escrow Agent may act in reliance upon any instruction, instrument, or signature from Cerner reasonably believed by Escrow Agent to be genuine. Neither party shall be responsible for failure to act as a result of causes beyond the reasonable control of such party.. Indemnification. Cerner shall defend, indemnify and hold harmless Escrow Agent from any and all liability, damages, costs, or expenses including reasonable attorneys' fees, which may be sustained or incurred by the Escrow Agent as a result of taking action under this Escrow Agreement, except in the case of the negligence or willful misconduct of Escrow Agent. The obligations of Cerner under this section shall survive any termination of this Escrow Agreement and the resignation or removal of Escrow Agent. Escrow Agent shall promptly notify Cerner in writing of any such action or allegation and Cerner shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise.. Liability of Escrow Agent. Escrow Agent shall not, by reason of its execution of this Escrow Agreement, assume any responsibility or liability for any transactions between Cerner and Licensee. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement, including without limitation any other agreement between the Cerner and a Licensee or any other persons even though reference thereto may be made herein. The Escrow Agent shall not be liable directly to any third party, including without limitation any Licensee. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent of the Escrow Agent's negligence or willful misconduct. Escrow Agent's sole responsibility shall be for the safekeeping of the Escrow Material in accordance with the terms of this Escrow Agreement. Escrow Agent shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Materials, this Escrow Agreement or any License Agreement, or to appear in, prosecute or defend any such legal action or proceeding. The Escrow Agent is authorized, in its sole discretion, to comply with final orders issued or process entered by any court with respect to the Escrow Material, without determination by the Escrow Agent of such court's jurisdiction in the matter. If any portion of the Escrow Material is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. OF EXHIBIT D X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

209 Liability of Cerner. IN NO CASE SHALL CERNER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT, OR ANY OTHER LEGAL THEORY. ARTICLE -- GENERAL PROVISIONS. Notices. All notices, approvals, consents, requests, and other communications hereunder shall be in writing and shall be delivered by hand, overnight delivery service, electronic mail or facsimile transmitter (with confirmed receipt) to the following physical address, electronic address or facsimile number set forth in this section, or to such other address as each party may designate for itself by like notice, and shall be deemed to have been given on the date received: Cerner Corporation: Cerner Corporation 00 Rockcreek Parkway North Kansas City, MO Attn: General Counsel Phone: --0 Fax: -- Escrow Agent: U.S. Bank National Association EP-MN-WSC 0 Livingston Avenue St. Paul, MN 0 Attn: Georgette Kleinbaum Phone: - Fax: -0 In the event that any party should change its address for notice purposes, it shall provide the other parties with written notice of such new address in accordance with the pursuant to the terms of this Section., but any such change shall not be effective until actually received.. Assignment/Binding Nature. Except as set forth below, neither party shall have the right to assign its rights and obligations under this Escrow Agreement. Cerner may, however, assign and delegate in conjunction with a reorganization or merger, or in conjunction with the sale of substantially all its assets to which this Agreement pertains. This Escrow Agreement shall be binding upon the parties' successors and assigns. Any assignment of this Agreement, by Escrow Agent or Cerner, must be made in its entirety, including all rights and obligations.. Entire Agreement. This Escrow Agreement contains the entire contract between the parties as to the subject matter hereof and supersedes any prior or contemporaneous written or oral agreements between the parties with respect to the subject matter hereof. OF EXHIBIT D X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

210 Modifications and Waivers. No purported amendment, modification or waiver of any provision of this Escrow Agreement shall be binding unless set forth in a written document signed by all parties (in the case of amendments and modifications) or by the party to be charged thereby (in the case of waivers). Any waiver shall be limited to the circumstance or event specifically referenced in the written waiver document and shall not be deemed a waiver of any other term or provision of this Escrow Agreement or of the same circumstance or event upon any recurrence thereof.. Controlling Law. This Escrow Agreement shall be governed by and interpreted in accordance with the laws of the State of Missouri, without application of its conflict of law provisions.. Patriot Act. The Parties acknowledge that to help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account, and that for a non-individual person such as a business entity, a charity, a Trust or other legal entity, the Escrow Agent will ask for documentation to verify its formation and existence as a legal entity. The Parties further acknowledge that the Escrow Agent may also ask to see financial statements, licenses, identification and authorization documents or other relevant documentation from individuals claiming authority to represent the entity. The parties have executed this Escrow Agreement, in the manner appropriate to each, to be effective as of the date on the first page hereof. OWNER: CERNER CORPORATION /s/ Signature: Marc E. Elkins Title: Asst. Secretary Date: -0-0 U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent /s/ Signature: Georgette Kleinbaum Title: Assistant Vice President Date: -0-0 OF EXHIBIT D X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K REDLINE.DOCX CER0ADMKK HCA ASR Page 0 of 0

211 0 0 0 EXHIBIT E TO AGREEMENT FOR PROVISION OF BEHAVIORAL HEALTH ELECTRONIC HEALTH RECORD SYSTEM SERVICES BETWEEN COUNTY OF ORANGE AND CERNER CORPORATION SEPTEMBER, 0 THROUGH JUNE 0, 00 PHASE III SERVICES The Parties acknowledge this Exhibit E to the Agreement is to identify currently requested Services by COUNTY to be provided by CONTRACTOR during the third and final phase of the I project, and by doing so, CONTRACTOR agrees to provide these Services at the negotiated rates as of the execution of the Agreement. COUNTY may add, adjust, or remove any of the identified services in this Exhibit E to the Agreement with notice to CONTRACTOR, and prior to any amendment relating to these Services. COUNTY acknowledges that any such additions, changes, or deletions may affect the current negotiated amounts and shall mutually agree on any such changes with CONTRACTOR prior to the start of any identified Services. MILLENNIUM CODE UPGRADE HCA_CA_Exhibit A_UC_CHO_Upgrade_Scope_Future upgrade 0 code. DEFINITION OF PROJECT SCOPE AND DELIVERABLES The Millennium Service Package Release Upgrade Project (Release Upgrade) is intended to update COUNTY s current application functionality, from the code level 0.0 to the latest monthly service packages available for code level at the time the project begins. It is not within the scope of this project to modify or build new application functionality, with the exception of the selected Upgrade Center QuickWin enhancements. The Release Upgrade project will focus on testing the majority of functionality; however it will not test every user and every build tool. Testing will consist of two major end user positions identified by COUNTY for each solution. Testing will be based on a set of detailed test scripts developed by the Upgrade Center based upon recommended approach and COUNTY input gathered from solution assessments and COUNTY provided test scripts. OF EXHIBIT E X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx CER0ADMKK HCA ASR Page of 0

212 WORK EFFORT The Release Upgrade project is primarily composed of Technical and Testing Events. CONTRACTOR will complete the majority of the activities as defined in the detailed work effort below and the detailed project plan that will be defined during project planning. However, COUNTY will be required to engage in certain events or tasks that are specific to COUNTY s domain or environment. The grids below reflect tasks that will be included in the Release Upgrade and the responsible party for each. The estimated duration of this project is based on ninety (0) days, which begins with code installation in the first domain and ends with the Release Upgrade installation in COUNTY s production domain. PROJECT MANAGEMENT WORK EFFORT (P = Primary, R = Review, A = Assist) Manage the Release Upgrade project. Create and maintain the Application and Technical Assessments Review and update communications plan. Coordinate Release Upgrade calls with COUNTY and CONTRACTOR teams. Produce weekly project status reports. Create and maintain Release Upgrade project plan. Work with COUNTY to ensure that CONTRACTOR written custom CCL CONTRACTOR Resource scripts are identified, modified, and repackaged as necessary. Modifications are limited to one hundred (00) hours. If additional hours are required, a new Agreement setting forth the hours and new rate must be executed by the parties. Establish scope and domain strategy based on current recommended practice. P R Identify and secure resources P A Determine and document initial package requirements, identify and resolve potential stray code that COUNTY has currently installed. Collaboratively work with COUNTY to define database build and testing requirements. Engage appropriate resources to complete the build and testing. Establish the testing strategy. Ensure appropriate testers are identified. Review training resources and strategies. Communicate strategy for relaying continuing education information to the appropriate education liaisons. Verify COUNTY has SOP s and supplies. Identify and mitigate risks. Coordinate testing per project plan and domain strategy. Gain appropriate sign offs. Ensure end user training has been communicated or conducted prior to cut over P P P P P P P P P P COUNTY Resource A R P P OF EXHIBIT E X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx CER0ADMKK HCA ASR Page of 0

213 0 0 0 to new release. Prepare cut-over plan. Ensure appropriate COUNTY and CONTRACTOR resources are scheduled for Release Upgrade and post Release Upgrade support. P Upgrade to new service packages and manage post Release Upgrade issues P A APPLICATION WORK EFFORT The following solutions are included: CONTRACTOR Patient Accounting (Profit), Clinical Reporting/RRD, Document Management, Enterprise Master Person Index, PathNet General Laboratory, PathNet Microbiology, PathNet Outreach Service, PowerChart Ambulatory, Registration Management, Scheduling Management, ProFile, PowerInsight, Order Management/PowerOrders, and CPDI. (P = Primary, R = Review, A = Assist) Evaluate solution changes and impact to production environment. Identify and execute database changes that are required to maintain current solution functionality. CONTRACTOR Resource Complete non-production domain configuration(s) to ensure printing occurs on non-production printer(s), i.e. charts, requisitions, labels, reports, and operations jobs. Incorporate COUNTY specific testing requirements from COUNTY test scripts into baseline recommended test scripts. Validate non-production upgrade domain. This will ensure that the domain is a true copy of the production domain prior to performing Release Upgrade activities. The majority of this activity will belong to CONTRACTOR. COUNTY resources will be needed to configure and test interfaces, medical devices, PACS, document imaging, and local devices. Perform regression testing per project plan and domain strategy. Perform Integration testing per project plan and domain strategy. Perform testing on systems interfaced to CONTRACTOR. Provide education updates to COUNTY trainers. Manage solutions issue list. Work with COUNTY and CONTRACTOR to achieve issue resolution until code moved to production. P P P P P P A COUNTY Resource R P R A P P P OF EXHIBIT E X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx CER0ADMKK HCA ASR Page of 0

214 0 0 0 Support production Release Upgrade to new service packages. P A COUNTYs may pick up to twenty-five () enhancements from a customized list of available enhancements provided by the Upgrade Center. The Upgrade Center will identify the appropriate build steps needed to implement each enhancement, P R create and execute appropriate test scripts for each enhancement, and will resolve issues identified with the enhancement functionality. OF EXHIBIT E X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx CER0ADMKK HCA ASR Page of 0

215 0 0 0 TECHNICAL WORK EFFORT CONTRACTOR Technical Services CONTRACTOR COUNTY P = Primary, R = Review, A = Assist) Resource Resource Review Technical Readiness Scorecard with COUNTY and discuss hardware and software requirements. This includes all of the technical minimums and requirements for all rd party software and hardware. Review system capacity for both production and non-production environments. P R CONTRACTOR Technical Engagement Leader and COUNTY create the technical project plan and determine domain strategy in conjunction with CONTRACTOR and COUNTY project manager and architect. P R Manage other technical activities and escalation activities if needed. P Prepare environment for release. Run Millennium Support Assistant and submit updates, Review COUNTY Custom Warehouse, Scripts, and Indexes. P COUNTY is responsible for ensuring that all rd party layered products are upgraded (including software and hardware), to meet the technical minimums and/or requirements prior to the Release Upgrade commencing in the non-production domain. COUNTY is responsible for creating a plan for the upgrade path of all rd party layered products in the production domain (per Technical Readiness Scorecard review) for the Millennium Release Upgrade project. P Add any additional hardware requirements to support the Release Upgrade (CPU, memory, disk, devices, etc) prior to the Release Upgrade commencing (per Technical Readiness Scorecard review). P Create non-production domain per domain strategy and project plan. CONTRACTOR Upgrade Center System Engineer will be responsible for all back-end steps to creating the non-production domain. COUNTY will need to assist with database steps as well as setting up interfaces, and all front-end devices and printers. This would include Citrix servers, Chart server, RRD server, Multum server, CPDI servers, PACS (if applicable) and any other ancillary device that is in the production domain that will need to be tested in the non-production domain. P A OF EXHIBIT E X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx CER0ADMKK HCA ASR Page of 0

216 0 0 0 Install and configure Lights On in production and non-production domains per domain strategy and project plan (if applicable). P A The CONTRACTOR Upgrade Center System Engineer will be responsible for updating the non-production domain per domain strategy and project plan. This includes the back-end steps as well as loading front end code warehouse. The CONTRACTOR Upgrade Center System Engineer will run the Uptime steps and Downtime Steps and capturing the timings for each of these processes. P A COUNTY will be responsible for all front-end code dissemination in the non-production domain. This includes the set up of any front-end devices, including, but is not limited to: Citrix servers, Charting server, RRD server, Multum server, CPDI and PACS (if applicable) and any other fat COUNTY or network installed device that needs to be tested. A P Assist with technical issue troubleshooting and issue resolution if needed. P A Configure interfaces for non-production domains per domain strategy and project plan. P Update the training domain or any other non-production domain. P Install the Release Upgrade in the production domain. The CONTRACTOR Upgrade Center System Engineer will be responsible for installing the Release Upgrade in the production domain. This includes the back-end steps as well as loading front-end code warehouse. The CONTRACTOR Upgrade Center System Engineer will run the Uptime steps and Downtime Steps and capturing the timings for each of these processes. P A COUNTY will be responsible for all front-end code dissemination for production domain and any individual set up to front-end devices this includes, but is not limited to: setting up Citrix servers, creating a Citrix rollout plan, Charting server, RRD server, Multum server, CPDI and PACS (if applicable) any other fat COUNTY or network installed device that needs to be tested. COUNTY will be responsible for creating Citrix rollout plan for their production Citrix servers. A P Support production Release Upgrade to new service packages P A Provide hrs of on-site post Release Upgrade support P OF EXHIBIT E X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx CER0ADMKK HCA ASR Page of 0

217 0 0 0 Refresh COUNTY s Certification Domain The CONTRACTOR Upgrade Center System Engineer will be responsible for refreshing the CERT domain from the production domain within two weeks after the Release Upgrade has been finalized. COUNTY will be responsible for the front-end code dissemination in the Certification domain. This needs to be completed within four () weeks of the Release Upgrade and should not extend beyond six () weeks post Release Upgrade golive. P A. PROJECT COMPLETION The project described in this Exhibit E will be considered complete on the date the upgrade packages are moved to the production domain.. KNOWLEDGE TRANSFER CONTRACTOR will provide knowledge transfer as we progress throughout this project. This knowledge is supplemented by documentation found at CONTRACTOR.com or ucern Wiki: Reference Pages (CONTRACTOR Millennium Support Guides ( CMSGs ) are now available as Reference Pages in the ucern Wiki) Upgrade Guides Package Reports Release Details Illuminations sessions Additional Education & Training information is available at cerner.com and may have additional cost.. COUNTY OBLIGATIONS CONTRACTOR shall perform the services provided hereunder in accordance with industry practices and standards generally applicable to such services; however, COUNTY must determine, based on its standard operating procedures, accrediting body standards, governing regulatory bodies, patient population, employees and tools, how best to validate all aspects of the system. COUNTY acknowledges and agrees that it will (i) provide the test plans, (ii) perform or supervise the testing activities, (iii) provide additional training and information to end users regarding the changes made, and (iv) approve the content and completion of the testing activities. CONTRACTOR accepts no responsibility or liability for any claims, actions, losses, or damages incurred by COUNTY or any third party arising from or out of COUNTY failure to adequately test and/or validate the changes requested hereunder. COUNTY agrees to: Comply with CONTRACTOR Production Environment Change Authorization ( PECA ) process. OF EXHIBIT E X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx CER0ADMKK HCA ASR Page of 0

218 0 0 0 Provide documentation and support phone numbers for all relevant hardware and software providers. Provide a Security Officer to define and monitor user access. COUNTY is required to remain actively engaged in the Release Upgrade until completion. Ensure change control is followed, and no updates are made to the production environment during the Release Upgrade. COUNTY must provide access to all domains that will be affected during the Release Upgrade via a Citrix connection. The preferred method is a Citrix or similar connection allowing multiple users access to the same environment at the same time via one connection.. COUNTY Project Management Obligations. COUNTY agrees to: o Provide liaison to work with CONTRACTOR Release Upgrade project manager. Typically COUNTY s application manager or equivalent. o Collaboratively work with CONTRACTOR while reviewing, editing and approving appropriate test scripts. o Approve the content and completion of the testing. o Authorize CONTRACTOR to move the code to production. o Provide Release Upgrade support coverage for all departmental areas affected. o Schedule downtime with the users. o Perform the responsibilities as designated in the project plan.. COUNTY Application Obligations. COUNTY agrees to: o Provide specified contacts to work with CONTRACTOR on application specific testing and issue resolution. He/she will be the focal point for the CONTRACTOR Corporation associates relative to the fulfillment of the request and will have the authority to act on COUNTY s behalf in matters regarding the requests. o Review, edit and approve appropriate test scripts. o Provide Release Upgrade support coverage for all departmental areas affected. o Test all site-specific custom programs e.g. CCLs In-lab indicator on Flow Sheet, Requisition Forms o Define printer routings o Testing of local devices such as, Interfaces, Printers, MDIs Scanners, etc. o Perform the responsibilities as designated in the project plan. OF EXHIBIT E X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx CER0ADMKK HCA ASR Page of 0

219 COUNTY Technical Obligations. COUNTY agrees to: o Provide Release Upgrade support coverage for all departmental areas affected. o Perform the responsibilities as designated in the project plan. o Ensure hardware and software required for the Release Upgrade or installation is available and operational this includes: Updating layered products (i.e., Back-end and Front-end Operating Systems, Oracle, MQSeries, JRE (Java Runtime Environment), Multum, CPDI, PACS and any other rd party solutions and IP stack, etc.) to meet the minimum requirements for the new release. These tasks (if needed) should be documented in the Release Upgrade Project Plan for reference. If there is a requirement to upgrade layered products and COUNTY would like CONTRACTOR assistance, additional services will be required under a separate arrangement letter. This work is outside the scope of this Exhibit A. Ensure sufficient disk space to make a copy of the entire production database including front-end and back-end servers for the MOCK domain and the additional space required to load the new software as well as new schema to the database. Ensure that hardware is available to test COUNTY servers (Multum, RRD, Charting, CPDI, PACS, BMDI, etc.). Ensure hardware (memory, CPU and storage space) will be sufficient to handle any increases associated with utilization of the new release or usage of functionality. o Acknowledge that the MOCK Release Upgrade, if performed on the same machine as the live production environment will affect performance. o COUNTY is responsible for all testing that is not specifically indicated in the Work Effort as a CONTRACTOR responsibility. o Provide documentation of requested configurations on an as needed basis. o Provide documentation and support phone numbers for all relevant contact people including COUNTY contacts for hardware and software vendors. o Provide the performing CONTRACTOR Associate appropriate access to applicable systems. This includes physical access to spaces (typically during business hours) and user ids and passwords to include root or system like access accounts for the execution of the Release Upgrade steps and troubleshooting as well as network admin accounts for front-end. o Provide suitable workspace for the CONTRACTOR Associate with phone access. o Ensure the service keys to any systems are made available. OF EXHIBIT E X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx CER0ADMKK HCA ASR Page of 0

220 0 0 0 o Provide documentation of requested configurations on an as needed basis. o Ensure host definitions have been generated and are available for connection. o Provide host interface information, including, but not limited to destination address, local adapter address, exchange ID, and remote and local LU names, etc. o Provide operator guides for any requested equipment that will be used in the configuration and connection process. o Verify/Define/Set Up of printers for non-production domains. o Verify desktop rollout/citrix rollout. COUNTY is responsible for all front-end code dissemination and any individual set up to front-end devises. o Conduct High Availability ( HA ) script changes (if applicable). o Setup and/or install of Oracle RAC if required in the non-production domains. o Make table space changes and adjustment of maximum extents if needed. o Set up and configuration of interfaces into non-production domains used for testing.. POINTS OF PRESENCE CONTRACTOR Upgrade Center will perform all work remotely unless previously agreed upon prior to signing this CONTRACTOR System Schedule. When needed, as defined by the project plan, CONTRACTOR associates will work from COUNTY site. A. CAMM UPGRADE HCA_CA_CSS_Exhibit A_Prof Svcs Scope_-NGP_0 (). SOLUTION DESCRIPTION The CareAware MultiMedia Archive is where the photographs and scanned images will be stored. The CAMM Code level will need to be upgraded over time. The COUNTY desires to have one () CAMM upgrade done in year.. DEFINITION OF PROJECT SCOPE AND DELIVERABLES a) Camera Configuration Installation of.x CAMM in non-production environment. mock upgrades. Upgrade Production HA archive from. to.x. Upgrade of two () production CAMM archive servers. Upgrade of two () test CAMM archive servers. CAMM Oracle database upgrade Linux Operating system and HA cluster upgrade Project Management - Technical Engagement Support 0 OF EXHIBIT E X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx CER0ADMKK HCA ASR Page 0 of 0

221 0 0 0 b) Assumptions Technical Admin training on new.x functionality. Technical and Application support during COUNTY testing. weeks of onsite application conversion support Site uses Tivoli System Management (TSM) or equivalent to backup Database and file systems. Does not include migration of images or data New servers for the upgrade have not been quoted; only services to perform the upgrade have been quoted. It is assumed the existing four () CAMM servers will be reused. B. HEALTH INFORMATION EXCHANGE (Clinical Exchange Network) CEN SETup Scope. SOLUTION DESCRIPTION CLINICAL EXCHANGE Network is CONTRACTOR s Clinical Exchange Network which enables disparate HIE Communities to share Continuity of Care Documents (CCD/CDA) with each other on request.. SERVICE OVERVIEW Standard functions available for configuration with the Clinical Exchange Platform or other standard HIEs Querying for CCD/CDAs from disparate Communities through XCA gateways PIX & PDQ services available for IHE compliant EHR Systems or HIE Communities to leverage XCA services available for IHE compliant EHR Systems or HIE Communities to leverage XCPD services available for IHE compliant EHR Systems or HIE Communities to leverage Audit Trail and Node Authentication tracking of queries and documents that are retrieved Does not support NwHIN at this time. DEFINITION OF PROJECT SCOPE XCA Initiating and Responding Gateway configuration OF EXHIBIT E X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx CER0ADMKK HCA ASR Page of 0

222 DELIVERABLES Assist in helping the community register with HL for an OID Add OID to Resonance Add IP:Port for Initiating Gateway to Resonance Add IP:Port for Responding Gateway to Resonance Add relationships of other community nodes already on Resonance. ASSUMPTIONS Community has access and is connected to the internet The connecting Node will supply Patient Identity Source Actor PIX Query Consumer XDS Document Source XDS Document Consumer. COUNTY OBLIGATIONS AND PREREQUISITES XCA Initiating and Responding gateways Can respond to XCPD and documents Requests (ITI- and ITI-) Can initiate an XCPD and Request for document (ITI-) Community Testing Resource C. CONTRACTOR DIRECT SETUP COPE_V. SOLUTION DESCRIPTION CONTRACTOR Direct is a CONTRACTOR-owned and operated Health Information Service Provider that follows Direct Project standards and represents the mechanism used to provision users with a universal, Direct address. This Direct address can then be used to securely share information such as referrals, discharge summaries, lab results and payment resolution resulting from patient care with other trusted Direct-enabled users.. DEFINITION OF TERMS HISP Health Information Service Provider that follows Direct Project standards and represents the mechanism used to provision users with a universal, Direct address Trusted Agent An organization possessing the authority to identity proof COUNTY facilities on behalf of CONTRACTOR for purposes of distributing Direct addresses. OF EXHIBIT E X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx CER0ADMKK HCA ASR Page of 0

223 0 0 0 CONTRACTOR Direct Administrator A COUNTY individual(s) responsible for managing user access to the CONTRACTOR Direct HISP for their respective domain. Public Key Encrypts and transforms a written message into a form that can be read only by the intended recipient.. DEFINITION OF PROJECT SCOPE Initial one-time setup fee includes: Identity proofing by a Trusted Agent for one () CONTRACTOR Direct Administrator account per facility. CONTRACTOR Direct domain configuration per facility. Generation of organization-level trusted signing authority (digital certificate) representing the digital signature required by the COUNTY when conducting secure Direct communications and subsequent propagation of the corresponding public key across HISPs. ASSUMPTIONS If any of the assumptions below cannot be completed by the COUNTY, additional Professional Service Hours may be contracted for a CONTRACTOR resource to complete the work. COUNTY will be responsible for maintaining adequate internet connectivity for the devices within their organization leveraging CONTRACTOR Direct. The COUNTY CONTRACTOR Direct Administrator will be responsible for: Timely management of distributing initial and ongoing user access to send/receive messages via CONTRACTOR Direct within their authorized domain(s). Building any organizational contact lists within their authorized domain(s). COUNTY will inherit all established trust relationships between other HISP providers and CONTRACTOR Direct (i.e. coarse-grained trust establishment as defined by the HISP Rules of the Road: Any information communicated on CONTRACTOR Direct is the sole responsibility of the COUNTY (e.g. file format, follows all applicable federal/state laws). Any additional services outside the above mentioned scope will incur additional costs D. CONTRACTOR HUB CCD/CDA DISTRIBUTION (PY--CW-PKG / PY--PKG / PY- / PY- / PY-00-CW /PY-0- CW-PKG / PY--CW / PY-0-PKG / PY--CW-PKG / PY--PKG) OF EXHIBIT E X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx CER0ADMKK HCA ASR Page of 0

224 Solution Description CONTRACTOR Hub enables acute care organizations to connect disparate systems for the distribution of clinical data to providers and consumers. The solution facilitates the exchange of health information between electronic medical record systems, public health organizations, pharmacy benefit managers (PBM s), provider organizations, and patients. CONTRACTOR Hub can accept standard and non-standard proprietary data feeds and route information to the correct endpoint in a standard format.. DEFINITION OF TERMS Inbound Connection means a single data feed from a sending system to the CONTRACTOR Hub. Outbound Connection means a single data feed from CONTRACTOR Hub to a receiving system. Connection Method means the method by which CONTRACTOR Hub communicates with a sending or receiving system. Transaction Type means the type of electronic transaction CONTRACTOR Hub will use to communicate with the sending or receiving system.. DEFINITION OF PROJECT SCOPE Initial setup licensing fee includes: One () inbound connection to CONTRACTOR Hub from sending system. One () or more outbound connections to a receiving system from CONTRACTOR Hub.. TECHNICAL OVERVIEW Connection Methods Available: TCP/IP* MQ Series FTP / SFTP Web Services SMTP * Local Printer* Transaction Types Available: HL V. and.* XML / CCD/CDA Batch File Flat File OF EXHIBIT E X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx CER0ADMKK HCA ASR Page of 0

225 0 0 0 Encrypted PDF ( )* Printer. CONNECTIVITY CONTRACTOR Hub connections to or from an external network pass through the CernerWorks data center. Any VPN connections between external networks to or from the CernerWorks data center must be setup utilizing the ANX managed VPN solution. Other VPN solutions or network connections to the data center will be evaluated on a case by case basis. COUNTY will need to provide technical resources whenever possible to assist with the establishment of the VPN.. CCD/CDA DISTRIBUTION CONTRACTOR Hub s CCD/CDA distribution service, utilizing Certify Data Systems HealthDock and Gateway, will transport HL standards based Continuity of Care Documents (CCD/CDA) documents between clinical systems. Clinical System Types: Health Information Exchange (HIE) Personal Health Record (PHR) Ambulatory Electronic Medical Record (EMR) Transaction Types: HL Admit Discharge Transfers (ADT) HL Results (ORU). ASSUMPTIONS All acute care organizations: If COUNTY cannot complete any of the assumptions set forth below, COUNTY may purchase additional professional services hours for a CONTRACTOR resource to complete the work. COUNTY will be responsible for installing and configuring the inbound or outbound connection between the CONTRACTOR Hub and the acute care domain. Systems receiving data from the CONTRACTOR Hub will be responsible for installing and configuring the inbound interface. Sending and receiving systems must coordinate specific values for person, encounter, order, and result level data and identifiers. Sending or receiving systems must have the ability to execute a person match using a person level identifier or a combination of demographic and order details. OF EXHIBIT E X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx CER0ADMKK HCA ASR Page of 0

226 0 0 0 COUNTY will be responsible for the patient match and workflow design, billing integration in the acute care domain. Physician EMR systems will be responsible for building the result, order, and other clinical codes. COUNTY will be responsible for testing and sign off before moving to production. Any additional services beyond the scope of work set forth in this Exhibit D will result in additional fees OF EXHIBIT E X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx CER0ADMKK HCA ASR Page of 0

227 0 0 0 EXHIBIT F TO AGREEMENT FOR PROVISION OF BEHAVIORAL HEALTH ELECTRONIC HEALTH RECORD SYSTEM SERVICES BETWEEN COUNTY OF ORANGE AND CERNER CORPORATION SEPTEMBER, 0 THROUGH JUNE 0, 00 SCHEDULE OF BEHAVIORAL HEALTH SOFTWARE A. Designated Facility where the Licensed Software shall reside: County of Orange Data Center 00 South Grand Avenue Santa Ana, California 0 B. For use and access by the following Permitted Facilities: Juvenile Custody, Behavioral Health and Public Health facilities only of COUNTY. C. The Licensed Software shall be used solely for the purposes of processing Data resulting from or related to procedures performed at Permitted Facilities. D. CONTRACTOR agrees that COUNTY has the right to expand, delete or substitute Permitted Facilities set forth in Paragraph B. above (upon written notification to CONTRACTOR and subsequent amendment of this Exhibit) provided the metric identified does not exceed the Scope of Use Limit set forth above. These rights to expand, delete or substitute Permitted Facilities do not apply with respect to any interface software fees or services, and do not include any installation, custom programming, Implementation or Support services from CONTRACTOR. E. COUNTY agrees to stay within scope of use limits as set forth in tables below. COUNTY and CONTRACTOR agree to include Scope of Use expansion terms, conditions, and fees in the Support and Maintenance agreement to be executed on July of 0. F. COUNTY agrees to provide a minimum of one, and not more than two, points of contact per product and a minimum of one, and not more than two, points of contact in COUNTY s data centers for Support requests to CONTRACTOR, which contact persons may be changed upon notice to CONTRACTOR. In the event the contact person is unavailable during an emergency, CONTRACTOR will honor Support requests from another authorized representative of COUNTY. OF EXHIBIT F X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx CER0ADMKK HCA ASR Page of 0

228 0 0 0 Item Phase System Application Software Licenses Phase System Application Software Licenses CareAware MultiMedia Health Information Management Health Information Management Patient Portal Disaster Recovery PSentinel PowerInsight Item PowerInsight CareAware MultiMedia - Digital Objects Cerner Health Information Management Cerner Health Information Management Scope of Use Expansion Connect to Cerner Health: Send to Cerner Health MPage DR Millennium Toolkit PSentinel Enterprise Cores PowerInsight Explorer Phase Third Party Software CareAware MultiMedia Enterprise Appliance Contractor Solution Code Scope of Use Limit License Software Costs Monthly Support Fees MM-0 00 Gigabytes $0,00 $0 MR FTEs $, $,00 MR-000 FTE s $0,0 $, PY-00 Prod Domain $0 $0 CTP- DRTOOLKIT Domain $0,00 $, CTP-PS-ENT- Cores $,00 $ PI-0 Prod Domain $0 $,0 Phase Third Party Software SAP Business Objects Runtime License for PowerInsight Oracle Proc. Lic, Fll Use Ap Sp. US:Std. Ed. One Aware Perpetual JPEG000 SERVER. Oracle Named User, Fll Use Ap Sp. US:Std. Ed. One Veritas Storage Foundation CFS HA License v.0, Lnx, p Integrated Lights-Out Advanced Pack - License - serv Red Hat Enterprise Linux AS Restricted Use - IBM WAS Network Contractor Solution Code Scope of Use Limit License Software Costs Monthly Support Fees PI-00 Domain $,000 $ QC-ORSP-U Qty $,00 CLI-HAF Qty $,00 QC-ORSU-U Qty 0 $,00 0 Qty $0,0 -B Qty $, SLSW_REDHA T_ENT_AS Qty DWJLL Qty 0 $,0 OF EXHIBIT F X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx CER0ADMKK HCA ASR Page of 0

229 0 0 0 PSentinel Document Imaging (CPDI) Deployment Value Unit Restricted Use - IBM Websphere Virt Enterp Controller DYELL Restricted Use - IBM Websphere Virtual Enterp Node PVU DYGLL Microsoft Windows Server Datacenter Edition - License P-00 vsphere Ent for proc - GB vram VS-ENT-C Citrix NetScaler MPX 00 SE to NetScaler MPX SE Upgrade MWZ00000 Citrix NetScaler AppCompress Option - Standard Edition EWZ00000 Sensage Clinical Enterprise core - collector SEN-CE- Red Hat Enterprise SLSW_REDHA Linux ES T_ENT_E APPLICATIONXTEN DER WEB SERVICES APPLICATIONXTEN DER SERVER - 0 CC USER -00- APPLICATIONXTEN DER SERVER - 0 CC USER -00- EMC AX to CAMM -00- License 00+ Users _0+ APPLICATIONXTEN DER SERVER - 0 CC USER -00- APPLICATIONXTEN DER WEB SERVICES _- AX to CAMM - Cerner esignature Facility License CTESIG-FAC Lexmark Document Distributor Server C00- License CRESG OPEN Microsoft Windows Server Standard License P-00 Microsoft Windows 00 Server - User Cal Lic & sftwr. R-00 HP-UX i v High Availability OE LTU BA0AC Qty 0 Qty 0 Qty Qty Qty Qty Qty Qty Qty Qty Qty Qty Qty Qty Qty Qty Qty Qty Qty 0 Qty $0,0 $,00 $, $,0 $,0 $,00 $,00 $,000 $0,000 $0,000 $,0 $,000 $,000 $,0 $,000 $,000 $, $0 OF EXHIBIT F X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx CER0ADMKK HCA ASR Page of 0

230 0 0 0 Item Production Application Upgrade CAMM PSentinel PSL HP-UX i Integrity Skt/Core LTU BA0AC Restricted Use - IBM MQ Value Unit License + SW Maint DVLL Qty Qty 00 Phase Third Party Software Maintenance Phase Third Party Software Maintenance Enterprise Appliance Document Imaging Contractor Solution Part # Term in Months $0,0 $,00 Prepaid Maint Fees Monthly Support Fees Oracle Proc. Lic, Fll Use Ap Sp. US:Std. Ed. One 0 $0 Oracle Named User, Fll Use Ap Sp. US:Std. Ed. 0 $ One Veritas Storage Foundation CFS HA License v.0, Lnx, 0 $, p Yr Support for Veritas Storage Foundation CFS 00 $0, HA v. Red Hat Enterprise Linux AS RHLINUX-AS $, Red Hat AS Linux license $, Sensage Clinical Enterprise core - collector 0 $, Red Hat Enterprise Linux ES RHLINUX-ESB $,0 Red Hat ES Basic Linux license $,0 Restricted Use - IBM WAS Network Deployment 0 Value Unit, Restricted Use - IBM Websphere Virt Enterp 0 Controller Restricted Use - IBM Websphere Virtual Enterp 0 Node PVU vsphere Ent for proc - VS-ENT- GB vram PSSS-C $, Production SNS for Ent for processor - yr $, Additional Years subscription advantage for EWZ Citrix N MNT,0 APPLICATIONXTENDER WEB SERVICES Years Gold Maintenance - Citrix NetScaler MPX- 00 S MWZ MNT 0 0 $,00 OF EXHIBIT F X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx CER0ADMKK HCA ASR Page 0 of 0

231 0 0 0 Ite m Production Application Upgrade APPLICATIONXTENDER SERVER - 0 CC USER 0 APPLICATIONXTENDER SERVER - 0 CC USER EMC AX to CAMM License 00+ Users 0 APPLICATIONXTENDER SERVER - 0 CC USER APPLICATIONXTENDER WEB SERVICES ,00, AX to CAMM - 0 Cerner esignature Facility 0 License,00 Lexmark Document 0 Distributor Server License 0 0 Restricted Use - IBM MQ Value Unit License + SW 0 Mainte 0 $ HP-UX i HAOE Integ 0 Skt/Core PSL yr Supp HA0A X $, Phase Subscription-Based Application Software Modules Phase Subscription-Based Application Software Modules Patient Portal Health Sentry EHR Item VisitManager for the Enterprise (powered by IMH) HealthSentry Data Services MediSource Foundation for Ambulatory Provider Friendly Terminology (PFT) Ambulatory Contractor Solution Code Scope of Use Limit Term in Months Monthly Support Fees AQ-0 0 Users 0 $,00 KS- Data Feeds 0 $,0 KS- 0 Providers 0 $ KS- 0 Providers 0 $ Phase Application Service Provider-Based Application Software Modules Phase Application Service Provider (ASP) Based Application Software Modules Patient Portal eprescribe Cerner Patient Portal Cerner eprescribe Package Contractor Solution Code PY-0- PKG PS-000- PKG Scope of Use Limit Term in Months Monthly Support Fees 0 Users 0 $,00 0 Providers 0 $,0 OF EXHIBIT F X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx CER0ADMKK HCA ASR Page of 0

232 0 0 0 Item Item Managed Services Disaster Recovery Recurring Fees (CONTRACTOR Hosted) Managed Services Contractor Solution Code CTS- DRRECUR Term in Months months at $0, Phase System Application Software Licenses Phase System Application Software Licenses MPages Development Toolkit MPages Development Toolkit CareAware MultiMedia Foreign System Interface PowerChart Item MPages Development Toolkit/ PS-00_0 MPages Development Toolkit/PS-00_0 Scope of Use Expansion CareAware MultiMedia- Digital Objects/MM- 0_0 Orders Incoming with Statuses PowerChart Ambulatory Phase Equipment Description Nuance Dragon Voice Recognition PowerMic II Non- Scanner Microphone: Level D (0+) Contractor Solution Code PS-00 Scope of Use Limit,000 Outpatient visits Monthly Support Fees License Software Costs months at $, Monthly Support Fees $, $,0 PS-00,00 $,0 $ MM-0 00 Gigabytes $0,00 $0 IF-00 FTE s $, $ PV-00 Providers $, $ Phase Equipment Contractor Solution Code Quantity Unit One-Time Fees Total One- Time Fees 0POWMN-D0 $ $, OF EXHIBIT F X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx CER0ADMKK HCA ASR Page of 0

233 0 0 0 Item Nuance Dragon Voice Recognition Oracle IBM MQ Item Phase Third Party Software Phase Third Party Software Nuance Management Server SW for DMNE, Perp, Lic DM0 Ntwk Ed, Perp, Phys Client Lic(-0) Oracle Database ASFU US:EE- Named User Plus Perpetual Oracle Named User, Full Use AS US:RAC Addon Restricted Use-IBM MQ Value Unit License + SWM Restricted Use-IBM MQ Value Unit License + SWM Contractor Solution Code Scope of Use Limit License Software Costs DMNE-NMS-F0 Domain $,00 DMNEP-CLT- 00 QC-ORNEE-U QC-ORRAA-U DVLL DVLL Users 0 Users 00 Users Phase Equipment and Third Party Software Maintenance Phase Third Party Software Maintenance Nuance Dragon Voice Recognition Oracle PowerMic II Non-Scanner Microphone Level D (0+) MNT: Nuance Management Server SW for DMNE, Perp, Lic- x Mo-Su Phone Support DM0 Ntwk Ed, Perp, Phys Client Lic(-0) x Mo-Su Phone Support Oracle Database ASFU US:EE- Named User Plus Perpetual Oracle Named User, Full Use AS US:RAC Addon Contractor Solution Part # 0POWMN- D0 DMNE-NMS- F0 DMNEP-CLT- 00 Term in Months $,0 $,00 $,00 00 Units $0,00 00 Units $,00 Maintenance for term Monthly Support Fees $, $ $,0 $0 $,00 $ QC-ORNEE-U $,0 $.0 QC-ORRAA-U $,00 $0 OF EXHIBIT F X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx CER0ADMKK HCA ASR Page of 0

234 0 0 0 Item IBM MQ Item Restricted Use- IBM MQ Value Unit License + SW M DVLL ( included in warranty) Phase Subscription Based Application Software Modules Phase Subscription Based Application Software Modules BH Content DSM- for Millennium Phase Shared Computing Services Software Modules Cerner Direct HISP Chart Search Cerner Direct HISP - Ambulatory Cerner Direct HISP Connection - Ambulatory HealtheLife: Optimization Services Chart Search Contractor Solution Code KS-0000 Scope of Use Limit 00 Licensed BH Professionals Phase Shared Computing Services Contractor Solution Code Scope of Use Limit Term in Months Term in Months Monthly Fees Total For Term $, $, One- Time Fees Monthly Fees Total Monthly Fees for Term PY-0C Facilities $, $,0 PY-0C Facilities $0,00 PY-C Client $0,000 CE-000C Production Domain $0 OF EXHIBIT F X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx CER0ADMKK HCA ASR Page of 0

235 0 0 0 OF EXHIBIT F X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx CER0ADMKK HCA ASR Page of 0

236 0 0 0 EXHIBIT G TO AGREEMENT FOR PROVISION OF BEHAVIORAL HEALTH ELECTRONIC HEALTH RECORD SYSTEM SERVICES BETWEEN COUNTY OF ORANGE AND CERNER CORPORATION SEPTEMBER, 0 THROUGH JUNE 0, 0 BUSINESS OBJECTS AMERICAS PASS-THROUGH PROVISIONS GRANT OF RIGHTS: Subject to Licensee s payment as invoiced and compliance with the terms of this Agreement, Business Objects Americas ("BOA") grants Licensee a non-exclusive and nontransferable license to use the Software on BOA supported operating environments for its internal purposes only. RESTRICTIONS: Licensee may not distribute the Software, including by electronic transfer from one computer to another over a network or otherwise, except as necessary for use of the Authorized Copies by the Authorized Users. Licensee may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human perceivable form. Licensee may not modify, adapt, translate, rent, lease, loan, resell, distribute, or create derivative works based upon the Software. Licensee may permit access to the Software only to the Authorized Users, and Licensee may make only Authorized Copies of the Software. Licensee may add additional users and make additional copies only upon payment of an additional license fee. Licensee may not release the results of any benchmark of the Software to any third party without the prior written approval of BOA for each such release. Licensee shall comply with all laws that are applicable to the Software including, without limitation, export laws. LIMITED WARRANTY: The Software is licensed and otherwise provided AS IS. If any materials or media in this package are defective, return them within ninety (0) days of the original date of invoice, and BOA will replace them at no charge. THESE WARRANTIES ARE IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ERROR-FREE OPERATION. This warranty gives you specific legal rights, and you may have other legal rights, which vary from state to state. LIMITATION OF LIABILITY: IN NO EVENT SHALL BOA OR ITS LICENSORS BE LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA OR OTHER INCIDENTAL, SPECIAL OR CONSEQUENTIAL X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

237 0 0 0 DAMAGES ARISING OUT OF LICENSEE S USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BOA OR ITS LICENSORS LIABILITY TO LICENSEE FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, SHALL BE LIMITED TO LICENSEE S ACTUAL DAMAGES, BUT IN NO EVENT SHALL SUCH DAMAGES EXCEED THE AMOUNT PAID BY LICENSEE FOR THE SOFTWARE. Some jurisdictions do not allow excluding or limiting implied warranties or limiting liability for incidental or consequential damages, and some jurisdictions have special statutory consumer protection provisions, which may supersede these limitations. As a result, this limitation of liability may not apply to Licensee if prohibited by law. GENERAL: This Agreement shall be governed by the laws of California, excluding choice of law principles. The United Nations Convention on Contracts for the Sale of Goods shall not apply to this Agreement. Any modification to the Agreement terms shall be subject to BOA s prior written approval. GOVERNMENT USE: The Software and accompanying documentation are deemed to be commercial computer software and commercial computer software documentation, respectively, pursuant to DFAR Section.0 and FAR Section., as applicable. Any use, modification, reproduction release, performance, display or disclosure of the Software and accompanying documentation by the U.S. Government shall be governed solely by this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement. QUESTIONS: If Licensee has any questions concerning the terms or conditions of this Agreement, contact: Business Objects Americas, 0 Zanker Road, San Jose, California or call (0) Business Objects logo is a trademark of Business Objects SA. Worldwide rights reserved. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

238 0 0 0 Oracle Corporation Pass Through Attachment Public Sector Entities Full Use Distribution Agreement Sublicense Use Restrictions: For purposes of this pass through attachment, Program shall mean the Oracle software and databases. Upon license of Programs from Cerner, Client has been granted a sublicense to use the Program. Oracle Corporation ( Oracle ) or its licensor retains all ownership and intellectual property rights to the Programs. Client shall with respect to Oracle (or its licensor s) products and services, including the Program, acquired from Cerner: a. limit use of the Programs to the Client s legal entity only; b. restrict use of the Programs to Client s internal business operations, subject to the terms of the license agreement, including this pass through attachment, the license definitions and rules set forth in the program documentation and the Oracle Partner Ordering Policy; c. not (i) use the Programs for rental, timesharing, subscription service, hosting, or outsourcing; (ii) remove or modify any Program markings or any notice of Oracle s or its licensors proprietary rights; (iii) make the Programs available in any manner to any third party for use in the third party s business operations (unless such access is expressly permitted for the specified program license); and (iv) pass title to the Programs to Client or any other party; d. not reverse engineer (unless required by law for interoperability), disassemble or decompile the Programs (the foregoing prohibition includes but is not limited to review of data structures or similar material produced by programs) and duplicate the Programs except for a sufficient number of copies of each program for Client s licensed use and one copy of each program media; e. restrict use of any additional programs that Oracle may include with the Programs ordered for trail, non- production purposes only. Client may not use such additional programs included with an order to provide training or attend training provided by Cerner or a third party on the content and/or functionality of the Programs. Client has thirty (0) days from the delivery date to evaluate the additional programs, subject to the terms of the license agreement. If Client decides to use any additional programs after the thirty day trial period, Client must obtain a license for such programs. If Client decides not to obtain a license for the additional programs after the thirty day trial period, Client will cease using and will delete any such programs from Client s computer systems. Additional programs included with an order are provided as is and neither Cerner nor Oracle provides technical support or offers any warranties for these programs; f. prohibit publication of any results of benchmark tests run on the Programs; g. comply with any and all relevant export laws and regulations of the United States and other applicable export and import laws to assure that neither the Programs nor any direct product thereof, are exported, directly or indirectly, in violation X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

239 0 0 0 of applicable laws; h. permit Cerner to audit Client s use of the Programs, provide reasonable assistance and access to information in the course of such audit, and permit report of the audit results to Oracle or otherwise permit Cerner to assign Cerner s right to audit Client s use of the Programs to Oracle. Oracle shall not be responsible for any costs incurred during the audit; and i. at the termination of the sublicense, discontinue use and destroy or return to Cerner all copies of the Program and documentation. Ancillary Programs, Third Party Technology and Source Code. Ancillary programs shall be those third party materials specified in the program documentation which programs may only be used for the purposes of installing or operating the programs with which the ancillary programs are delivered. In addition, third party technology that may be appropriate or necessary for use with some Oracle Programs is specified in the program documentation and such third party technology is licensed to Client under the terms of the third party technology license agreement specified in the program documentation and not under the terms of this license agreement, including this pass through attachment. Some Programs may include source code that Oracle may provide as part of its standard shipment of such Programs, which source code shall be governed by the terms of the license agreement, including this pass through attachment. The provisions of the Uniform Computer Information Transactions Act shall not apply to this sublicense. Use by Third Parties. Client may permit its agents or contractors (including, without limitation, outsourcers) to use the Programs on Client s behalf for the purposes set forth herein, subject to the terms of the license agreement, including this pass through attachment, provided that Client remains responsible for such agent s, contractor s and outsourcer s compliance with this pass through attachment in such use. Assignment. Client may not assign, give or transfer the Program and/or any services ordered or an interest in them to another individual or entity (in the event Client grants a security interest in the Programs and/or any services, the secured party has no right to use or transfer the Programs and/or any services). If Client decides to finance its acquisition of the Programs and/or any services, Client must follow Oracle s policies regarding financing which are available at Technical Support. Technical support, if ordered from Oracle, is provided under Oracle s technical support policies in effect at the time the services are provided; Oracle s technical support policies can be accessed at Client acknowledges that Oracle s technical support policies are incorporated into this pass through attachment by reference. Should Client decide not to purchase technical support at the time of the license, then Client will be required to pay X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

240 0 0 0 reinstatement fees to Oracle in accordance with Oracle s current technical support policies if Client decides to purchase support at a later date. Any third party firms retained by Client to provide computer consulting services are independent of Oracle and are not Oracle s agents; Oracle is not liable for nor bound by any acts of any such third party firm. Future Availability. Client agrees that Client has not relied on the future availability of any programs or updates in entering into the license agreement; however (a) if Client orders technical support from Oracle for the programs, the preceding sentence does not relieve Oracle of its obligation to provide updates under such order, if-and-when available, in accordance with Oracle s then current technical support policies, and (b) the preceding sentence does not change the rights granted to Client for any program licensed under the license agreement, per the terms of such agreement. Limitation of Liability and Third Party Beneficiary. To the extent permitted by applicable law, Oracle shall not be liable for (a) any damages, whether direct, indirect, special, incidental, punitive or consequential, or (b) any loss of profits, revenue, data or data use, arising from Client s use of the Programs. With respect to the Oracle products and services, Oracle shall be a third party beneficiary of the provisions of the license agreement, including this pass through attachment. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page 0 of 0

241 0 0 0 Aware, Inc. End-User License Agreement.Use. For each copy of the Licensed Software you have purchased, you are granted a nontransferable nonexclusive license to install and use one copy of the Licensed Software as integrated with Cerner products as provided by Cerner on a single personal computer or workstation, or on a single server, as applicable. You may also make one copy of the Licensed Software for archival purposes.. Restrictions. Except as expressly authorized by this License Agreement, you may not copy, modify, translate, reverse engineer, decompile or disassemble (except as applicable law expressly prohibits this restriction) the Licensed Software. You may not sell, license, reproduce or redistribute the Licensed Software to others. You may not use the Licensed Software for any purpose other than internal business use. You may, however, transfer the Licensed Software on a permanent basis provided you transfer the Licensed Software, this License Agreement and all documentation and media and you do not retain any copies.. Intellectual Property Rights. The Licensed Software and accompanying documentation are protected by both copyright law and international treaties. Aware and its licensors own all intellectual property rights in the Licensed Software and accompanying documentation, and the structure, organization and code contain valuable trade secrets of Aware and it licensors. Aware retains all rights not expressly granted hereunder.. Termination. This License is effective until terminated. This License will terminate immediately without notice and without judicial action if you fail to comply with any provision of this License. Upon such termination you must destroy the Licensed Software, all accompanying written materials and all copies thereof.. Export Law Assurance. You agree that neither the Licensed Software nor any direct product thereof is being or will be exported, shipped, transferred or re-exported, directly or indirectly, into any country without complying with the export laws of the United States.. Limitation of Aware s Liability. IN NO EVENT SHALL AWARE OR ANY OF ITS LICENSORS BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, COSTS OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES, DAMAGES FOR LOSS OF PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED SOFTWARE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF AWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL AWARE S LIABILITY FOR MONEY DAMAGES EXCEED THE AMOUNT PAID BY YOU FOR THE LICENSED SOFTWARE PRODUCT FROM WHICH THE CLAIM AROSE. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

242 General. This License will be construed under the laws of the Commonwealth of Massachusetts, except for the body of law dealing with conflicts of law. If any provision of this License shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible and the remaining provisions of this License will remain in full force and effect. If you are a U.S. Government user then the Licensed Software is Commercial Computer Software as defined in the Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation clause at DFARS -0 and is provided with only these rights set forth in this agreement. Manufacturer: Aware, Inc., 0 Middlesex Turnpike, Bedford, Massachusetts 00. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

243 0 0 0 HP PASS THROUGH TERMS HP's obligations with respect to HP Branded Products or services procured by an end-user customer (hereinafter Customer ) from authorized HP Business Partners are limited to the terms and conditions in these HP PASS THROUGH TERMS ( Terms ) and the specific Software license or warranty information included with the Products. HP is not responsible for the acts or omissions of HP Business Partners, for any obligations undertaken or representations that they may make, or for any other products or services that they supply to Customer. A. HP BASE TERMS. DEFINITIONS a. Affiliate of a party means an entity controlling by, or under common control with, that party. b. Deliverable means the tangible work product resulting from the performance of Support excluding Products and Custom Products. c. Hardware means computer and related devices and equipment, related documentation, accessories, parts, and upgrades. d. HP Business Partner means select companies authorized by HP to promote, market, support, and deliver certain Products and services. e. HP Branded means Products and Support bearing a trademark or service mark of Hewlett-Packard Company or any Hewlett-Packard Company Affiliate, and embedded HP selected third party Software that is not offered under a third party license agreement. f. Product means the HP Branded version of Hardware and Software available and listed in HP s standard price list at the time of HP Business Partner s acceptance of the Customer order and including products that are modified, altered, or customized, by HP, to meet Customer requirements ( Custom Products ). g. Software means machine-readable instructions and data (and copies thereof) including middleware and firmware and related updates and upgrades, licensed materials, user documentation, user manuals, and operating procedures. h. Specification means technical information about Products published in HP Product manuals, user documentation, and technical data sheets in effect on the date HP or HP Business Partner delivers Products to Customer. i. Statement of Work means an executed document so titled, that describes the Custom Support to be performed by HP under the Support Terms section. j. Support means Hardware maintenance and repair, Software maintenance, training, installation and configuration, and other standard support services provided by HP and includes Custom Support which is any agreed non-standard Support as described in a Statement of Work. k. Transaction Document(s) means an accepted Customer order (excluding pre-printed terms) and in relation to that order valid HP quotations, license terms delivered or otherwise made available to Customer with Software, HP published technical data sheets or service descriptions, HP limited warranty statements delivered with or otherwise made available to Customer with Products, and mutually executed Statement of Work, all as provided by HP Business Partner and supported by HP, or other mutually executed documents that reference these HP PASS THROUGH TERMS. l. Version means a release of Software that contains new features, enhancements, and/or maintenance updates, or for certain Software, a collection of revisions packaged into a single entity and, as such, made available by HP to its customers (also called a Release ).. WARRANTY PROVISIONS a. Warranty Statements. HP limited warranty statements for Hardware, Software and Support, as applicable, are contained in their respective sections of these Terms. The limited warranties in these Terms are subject to the terms, limitations, and exclusions contained in the limited warranty statement provided for the Product in the country where that Product is located when the warranty claim is made. A different limited warranty statement may apply and be quoted if the Product is purchased as part of a system. b. Transfer. Warranties are transferable to another party for the remainder of the warranty period subject to HP license transfer policies and any assignment restrictions. c. Delivery Date. Warranties begin on the date of delivery of the Product to Customer, or on the date of installation if installed by HP. If Customer schedules or delays such installation by HP more than thirty (0) days after delivery, Customer's warranty period will begin on the st day after delivery. d. Exclusions. HP is not obligated to provide warranty services or Support for any claims resulting from:. improper site preparation, or site or environmental conditions that do not conform to HP s site specifications;. Customer s non-compliance with Specifications or Transaction Documents;. improper or inadequate maintenance or calibration;. Customer or third-party media, software, interfacing, supplies, or other products;. modifications not performed or authorized by HP;. virus, infection, worm or similar malicious code not introduced by HP; or. abuse, negligence, accident, loss or damage in transit, fire or water damage, electrical disturbances, transportation by X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

244 0 0 0 Customer, or other causes beyond HP s control. e. Non-HP Branded Products and Support. HP provides third-party products, software, and services that are not HP Branded AS IS without warranties of any kind, although the original manufacturers or third party suppliers of such products, software and services may provide their own warranties. f. Disclaimer. THE WARRANTIES AND ANY ASSOCIATED REMEDIES EXPRESSED OR REFERENCED IN THESE TERMS ARE EXCLUSIVE. NO OTHER WARRANTY, WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED BY HP OR MAY BE INFERRED FROM A COURSE OF DEALING OR USAGE OF TRADE. TO THE EXTENT ALLOWED BY LOCAL LAW HP DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.. INTELLECTUAL PROPERTY INFRINGEMENT a. Third-Party Claims. HP will defend or settle any claim against Customer alleging that HP Branded Products or Support (excluding Custom Products and Custom Support) provided under these Terms infringes intellectual property rights in the country where they were sold, if Customer:. promptly notifies HP of the claim in writing;. cooperates with HP in the defense of the claim; and. grants HP sole control of the defense or settlement of the claim. HP will pay infringement claim defense costs, HP negotiated settlement amounts, and court-awarded damages. b. Remedies. If such a claim appears likely, then HP may modify the HP Branded Products or Support, procure any necessary license, or replace the affected item with one that is at least functionally equivalent. If HP determines that none of these alternatives is reasonably available, then HP will issue Customer a refund equal to:. the purchase price paid for the affected item if within one year of delivery, or the Customer s net book value thereafter; or. if the claim relates to infringing Support, the lesser of twelve () months charges for the claimed infringing Support or the amount paid by Customer for that Support. c. Exclusions. HP has no obligation for any claim of infringement arising from:. HP s compliance with Customer or third party designs, specifications, instructions, or technical information;. modifications made by Customer or a third party;. Customer s non-compliance with the Specifications or the Transaction Documents; or. Customer s use of the Product with products, software, or services that are not HP Branded. d. Sole and Exclusive. This sub-section A. states HP's entire liability for claims of intellectual property infringement.. INTELLECTUAL PROPERTY RIGHTS No rights in copyright, patents, trademarks, trade secrets, or other intellectual property are granted by either party to the other except as expressly provided under these Terms. Customer will not register or use any mark or internet domain name that contains HP's trademarks (e.g., HP, hp, or Hewlett-Packard ).. RESTRICTED USE Products, Support, and Deliverables are not specifically designed, manufactured, or intended for use as parts, components, or assemblies for the planning, construction, maintenance, or direct operation of a nuclear facility. Customer is solely liable if Products, Support, or Deliverables purchased by Customer are used for these applications and will indemnify and hold HP harmless from all loss, damage, expense, or liability in connection with such use.. LIMITATION OF LIABILITY AND REMEDIES a. Limitation of Liability. Except for the amounts in sub-section A. above and damages for bodily injury (including death) HP's total aggregate liability is limited to the amount paid by Customer for:. the Product; or. Support during the period of a material breach up to a maximum of twelve () months; that in each case is the subject of the claim. b. Disclaimer of Consequential Damages. EXCEPT FOR CLAIMS BY A PARTY FOR INFRINGEMENT OF THEIR INTELLECTUAL PROPERTY RIGHTS AGAINST THE OTHER PARTY, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL COSTS OR DAMAGES INCLUDING, WITHOUT LIMITATION, DOWNTIME COSTS; LOST BUSINESS, REVENUES, OR PROFITS; FAILURE TO REALIZE EXPECTED SAVINGS; LOSS OR UNAVAILABILITY OF OR DAMAGE TO DATA; OR SOFTWARE RESTORATION. c. Legal Theory. TO THE EXTENT ALLOWED BY LOCAL LAW, THESE LIMITATIONS WILL APPLY REGARDLESS OF THE BASIS OF LIABILITY, INCLUDING NEGLIGENCE, MISREPRESENTATION, BREACH OF ANY KIND, OR ANY OTHER CLAIMS IN CONTRACT, TORT OR OTHERWISE. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

245 GENERAL a. Internal Use. Products and Support acquired by Customer under these Terms are solely for Customer's own internal use and not for resale or sub-licensing. b. Force Majeure. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control; however, this provision will not apply to Customer's payment obligations. c. Assignment. Customer may not assign, delegate or otherwise transfer all or any part of its rights or obligations under these Terms without prior written consent from HP. Any such attempted assignment, delegation, or transfer will be null and void. Assignments of HP Software licenses are subject to compliance with HP's Software license transfer policies. d. Export and Import. Customers who export, re-export, or import Products, technology, or technical data purchased hereunder, assume responsibility for complying with applicable laws and regulations and for obtaining required export and import authorizations. HP may suspend performance if Customer is in violation of any applicable laws or regulations. e. Governing Law. Disputes arising from these Terms will be governed by the law of the jurisdiction of the principal place of business of the HP Affiliate accepting the order to which the dispute relates and the courts of that locale will have jurisdiction, except that HP may, at its option, bring suit for collection in the country where the Customer Affiliate that placed the order is located. Customer and HP agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. Claims arising or raised in the United States will be governed by the laws of the State of California, excluding rules as to choice and conflict of law. f. Notices. All notices that are required under these Terms will be in writing and will be considered effective upon receipt. g. Entire Agreement. These Terms represent the entire agreement between HP and Customer regarding Customer's purchase of Products and Support, and supersedes and replaces any previous communications, representations, or agreements, or Customer's additional or inconsistent terms, whether oral or written. In the event any provision of these Terms is held invalid or unenforceable the remainder of the Terms will remain enforceable and unaffected thereby. h. Waiver. Neither party's failure to exercise or delay in exercising any of its rights under these Terms will constitute or be deemed a waiver or forfeiture of those rights. i. Order of Precedence. Unless otherwise agreed or provided herein, documents will apply in the following descending order of precedence:. Transaction Documents consisting of license terms or limited warranty statements delivered or otherwise made available to Customer with Products;. the sections of these Terms;. all other Transaction Documents. j. Independent Contractor. HP is an independent contractor in the performance under these Terms and neither HP nor any HP personnel are employees or agents of Customer. Nothing in these Terms will be construed as creating a joint venture, partnership or employment relationship between the parties, nor will either party have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other. B. HP HARDWARE TERMS. RISK OF LOSS When HP delivers to Customer directly, risk of loss or damage, and title to Hardware, will pass to Customer and acceptance will occur upon delivery to the ship to address or, if special shipping arrangements are agreed to by HP, upon delivery to Customer s carrier or designee.. INSTALLATION If HP provides installation services, Customer will make available facilities that meet HP published site guidelines that will be provided to Customer upon request. Upon delivery, Customer will place each item of Hardware in its designated location. Installation is billed at HP's published installation charges unless quoted as part of the Hardware purchase price. Installation by HP is complete when the Hardware passes HP's standard installation and test procedures.. HARDWARE LIMITED WARRANTY HP warrants HP Branded Hardware against defects in materials and workmanship under normal use during the warranty period and that it will materially conform to its Specifications for the time specified in the applicable Transaction Documents. HP Branded Hardware may contain used parts that are equivalent to new in performance and reliability and are warranted as new.. OPERATION HP does not warrant that the operation of Hardware will be uninterrupted or error free, or that Hardware will operate in Hardware and Software combinations other than as expressly required by HP in the Product Specifications or that Hardware will meet requirements specified by Customer. Customer may only use firmware embedded in the Hardware to enable the Hardware to function in accordance with its Specifications.. EXCLUSIVE REMEDIES X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx 0 OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

246 0 0 0 Upon notice of a valid warranty claim during the warranty period and if provided reasonable access to the HP Branded Hardware, HP will, at its option, repair a defect in the HP Branded Hardware, or correct a material non-conformance to Specifications, or replace such Hardware with Hardware of equal or better functional performance. If HP is unable, within a reasonable time, to complete the repair or correction, or replace such HP Branded Hardware, Customer will be entitled to a refund of the purchase price paid upon prompt return of such Hardware to HP. Subject to the terms in Customer's specific Product warranty statement Customer will pay expenses for return of such Hardware to HP. HP will pay expenses for shipment of repaired or replacement Hardware to Customer. This sub-section states HP's entire liability for Hardware warranty claims. C. HP SOFTWARE LICENSE TERMS. LICENSE GRANT HP grants Customer a non-exclusive, non-transferable license to Use, in object code form, the Version or Release of the HP Branded Software delivered from an HP accepted order. For purposes of these Terms, unless otherwise specified in the Transaction Documents, Use means to install, store, load, execute, and display one copy of the Software on one device at a time for Customer's internal business purposes. Customer's Use of such Software is subject to these license terms and the Use restrictions and authorizations for the Software specified by HP in Transaction Documents that accompany or are otherwise made available to Customer with the Software (the Software License ). In the event of any conflict among such terms, the order of precedence will be the accompanying Transaction Documents then the terms of this section.. THIRD-PARTY SOFTWARE For non-hp Branded Software, the third party supplier s license terms and use restrictions found in the Transaction Documents that may accompany that Software will solely govern its Use.. OWNERSHIP This Software License confers no title or ownership and is not a sale of any rights in the Software. Third-party suppliers are intended beneficiaries under these Terms and independently may protect their rights in the Software in the event of any infringement. All rights not expressly granted to Customer are reserved solely to HP or its suppliers.. ACCEPTANCE Customer accepts Software upon delivery.. UPGRADES Software Versions or maintenance updates, if available, may be ordered separately or may be available through Software Support. HP reserves the right to require additional licenses and fees for Software Versions or separately purchased maintenance updates or for Use of the Software in conjunction with upgraded Hardware or Software. When Customer obtains a license for a new Software Version, Customer's Software License for the earlier Version shall terminate. Software Versions are subject to the license terms in effect on the date that HP delivers or makes the Version available to Customer.. LICENSE RESTRICTIONS a. Use Restrictions. Customer may not exceed the number of licenses, agents, tiers, nodes, seats, or other Use restrictions or authorizations agreed to and paid for by Customer. Some Software may require license keys or contain other technical protection measures. Customer acknowledges that HP may monitor Customer's compliance with Use restrictions and authorizations remotely, or otherwise. If HP makes a license management program available which records and reports license usage information, Customer agrees to appropriately install, configure and execute such license management program beginning no later than one hundred and eighty (0) days from the date it is made available to Customer and continuing for the period that the software is used. b. Copy and Adaptation. Unless otherwise permitted by HP, Customer may only make copies or adaptations of the Software for archival purposes or when copying or adaptation is an essential step in the authorized Use of the Software. If Customer makes a copy for backup purposes and installs such copy on a backup device, unless otherwise provided in the Transaction Documents, Customer may not operate such backup installation of the Software without paying an additional license fee, except in cases where the original device becomes inoperable. If a copy is activated on a backup device in response to failure of the original device, the Use on the backup device must be discontinued when the original or replacement device becomes operable. Customer may not copy the Software onto or otherwise Use or make it available on, to, or through any public or external distributed network. Licenses that allow Use over Customer's intranet require restricted access by authorized users only. c. Copyright Notice. Customer must reproduce all copyright notices that appear in or on the Software (including documentation) on all permitted copies or adaptations. Copies of documentation are limited to internal use. d. Designated System. Notwithstanding anything to the contrary herein, the Software License for certain Software, as identified in Transaction Documents, is non-transferable and for use only on a computer system owned, controlled, or operated by or solely on behalf of Customer and may be further identified by HP by the combination of a unique number and a specific system type ( Designated System ) and such license will terminate in the event of a change in either the system number or system type, an unauthorized relocation, or if the Designated System ceases to be within the possession or control of Customer. e. OS Software. Operating system Software may only be used when operating the associated Hardware in configurations as approved, sold, or subsequently upgraded by HP or an authorized HP business partner. f. Changes. Customer will not modify, reverse engineer, disassemble, decrypt, decompile, or make derivative works of the Software. Where Customer has other rights mandated under statute, Customer will provide HP with reasonably detailed information regarding any X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

247 0 0 0 intended modifications, reverse engineering, disassembly, decryption, or decompilation and the purposes therefore. g. Use for Service Provision Extending the Use of Software to any person or entity other than Customer as a function of providing services, (i.e.; making the Software available through a commercial timesharing or service bureau) must be authorized in writing by HP prior to such use and may require additional licenses and fees.. LICENSE TERM AND TERMINATION Unless otherwise specified in a Transaction Document, the Software License granted Customer will be perpetual, provided however that HP may terminate the Software License upon notice for failure to comply with these Terms. Immediately upon termination of the Software License or upon expiration of any individual limited term license, Customer will destroy the Software and all copies of the Software subject to the termination or expiration or return them to HP. Customer shall remove and destroy or return to HP any copies of the Software that are merged into adaptations, except for individual pieces of data in Customer's database. Customer may retain one copy of the Software subsequent to termination solely for archival purposes only. At HP's request, Customer will certify in writing to HP that Customer has complied with these requirements.. LICENSE TRANSFER Customer may not sublicense, assign, transfer, rent, or lease the Software or the Software License to any other party except as permitted in this section. Except as provided in sub-section C..d above, HP Branded Software licenses are transferable subject to HP's prior written authorization and payment to HP of any applicable fees or compliance with applicable third party terms. Upon transfer of the Software License, Customer's rights under the License will terminate and Customer will immediately deliver the Software and all copies to the transferee. The transferee must agree in writing to the terms of the Software License, and, upon such agreement, the transferee will be considered the Customer for purposes of the license terms. Customer may transfer firmware only upon transfer of the associated Hardware.. U.S. FEDERAL GOVERNMENT USE If the Software is licensed for use in the performance of a U.S. Government prime contract or subcontract, Customer agrees that, consistent with FAR. and., commercial computer Software, computer Software documentation and technical data for commercial items are licensed under HP s standard commercial license. 0. COMPLIANCE Customer agrees that HP may audit Customer's compliance with the Software License terms. Any such audit would be at HP's expense, require reasonable notice, and would be performed during normal business hours. If an audit reveals underpayments then Customer will immediately pay HP such underpayments together with the costs reasonably incurred by HP in connection with the audit and seeking compliance with this sub-section.. WARRANTY HP Branded Software will materially conform to its Specifications. If a warranty period is not specified for HP Branded Software, the warranty period will be ninety (0) days from the delivery date.. VIRUS WARRANTY HP warrants that any physical media containing HP Branded Software will be shipped free of viruses.. WARRANTY LIMITATION HP does not warrant that the operation of Software will be uninterrupted or error free, or that Software will operate in Hardware and Software combinations other than as expressly required by HP in the Product Specifications or that Software will meet requirements specified by Customer.. EXCLUSIVE REMEDIES If notified of a valid warranty claim during the warranty period, HP will, at its option, correct the warranty defect for HP Branded Software, or replace such Software. If HP is unable, within a reasonable time, to complete the correction, or replace such Software, Customer will be entitled to a refund of the purchase price paid upon prompt return of such Software to HP. Customer will pay expenses for return of such Software to HP. HP will pay expenses for shipment of repaired or replacement Software to Customer. This sub-section C. states HP's entire liability for warranty claims.. IMPLIED LICENSE There are no implied licenses.. FREEWARE AND OPEN SOURCE Notwithstanding other statements in these Terms, Software licensed without fee or charge also referred to as Freeware and/or Open Source is provided AS IS without any warranties or indemnities of any kind. Software provided under any open source licensing model is governed solely by such open source licensing terms which will prevail over these Terms. D. HP SUPPORT TERMS. SUPPORT SERVICES a. Description of Support. HP will deliver Support according to the description of the offering, eligibility requirements, service X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

248 0 0 0 limitations, and Customer responsibilities described in the relevant Transaction Documents. b. Ordering Support. Customer may order Support:. at the time of Product purchase, or prior to installation of Products for which Support is being purchased, for a fixed term (may be referred to as HP Care Pack );. after the time of Product purchase, for either a fixed term or an initial term that may be renewed (may be referred to as HP Contractual Services );. on a per-event basis; or. at any time, when agreed non-standard Support has been offered by HP for the Customer according to a Statement of Work (also known as Custom Support ) or as otherwise offered by HP. c. If Customer cancels prepaid Support, HP will refund Customer a pro-rata amount for the unused prepaid Support, less any early termination fees or subject to any restrictions set forth in a Transaction Document. d. Return to Support. If Customer allows Support to lapse, additional fees may be required to resume Support or Customer may be required to perform certain hardware or software upgrades. HP will review and assess whether such fees are required, and explain these to HP Business Partner and Customer at the time of the request to return to Support. e. Local Availability. Customer may order Support from HP's current Support offerings. Some offerings, features, and coverage (and related Products) may not be available in all countries or areas. f. Support Warranty. HP warrants that it will perform Support using generally recognized commercial practices and standards. g. Exclusive Remedies. HP will re-perform Support not performed in accordance with the warranty herein. This sub-section D..g states HP's entire liability for Support warranty claims.. PRICING, SERVICES, AVAILABILITY, AND INVOICING a. Pricing. Except for prepaid Support or as otherwise stated in a Transaction Document, HP may change Support prices upon sixty (0) days written notice. b. Additional Services. Additional services performed by HP at Customer's request that are not included in Customer's purchased Support will be chargeable at the applicable published service rates for the country where the service is performed. Such additional services include but are not limited to:. Customer requests for Support after HP s local standard business hours (unless Customer has specifically purchased afterhours coverage for the requested Support);. Customer requests for repair for damage or failure attributable to the causes specified in sub-section A..d of the HP Base Terms ( Warranty Exclusions ); and. Customer requests for Support where Customer does not, in HP s reasonable determination, meet the applicable prerequisites and eligibility requirements for Support. c. Local Availability. Support outside of the applicable HP coverage areas may be subject to travel charges, longer response times, reduced restoration or repair commitments, and reduced coverage hours. d. Invoicing. Invoices for Support will be issued in advance of the Support period. HP Support invoices and related documentation will be produced in accordance with HP system standards. Additional levels of detail requested by Customer may be chargeable.. SITE AND PRODUCT ACCESS Customer shall provide HP access to the Products covered under Support; adequate working space and facilities within a reasonable distance of the Products; access to and use of information, customer resources, and facilities as reasonably determined necessary by HP to service the Products; and other access requirements described in the relevant Transaction Document. If Customer fails to provide such access, resulting in HP's inability to provide Support, HP shall be entitled to charge Customer for the Support call at HP's published service rates. Customer is responsible for removing any Products ineligible for Support to allow HP to perform Support. If delivery of Support is made more difficult because of ineligible Products, HP will charge Customer for the extra work at HP's published service rates.. STANDARD SUPPORT PRODUCT ELIGIBILITY a. Minimum Configuration for Support. Customer must purchase the same level of Support and for the same coverage period for: all Products within a minimum supportable system unit (i.e. all components within a server, storage, or network device) to allow for proper execution of standalone and operating system diagnostics for the configuration. b. Eligibility. For initial and on-going Support eligibility Customer must maintain all Products and associated hardware and software at the latest HP-specified configuration and revision levels and in HP's reasonable opinion, in good operating condition. c. Modifications. Customer will allow HP, at HP's request and at no additional charge, to modify Products to improve operation, supportability, and reliability, or to meet legal requirements. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

249 0 0 0 d. Loaner Units. HP maintains title and Customer shall have risk of loss or damage for loaner units if provided at HP's discretion as part of Support or warranty services and such units will be returned to HP without lien or encumbrance at the end of the loaner period. e. Relocation. Customer is responsible for moving Products. If Customer moves the Products to a new location, HP may charge additional Support fees and modify the response times, and Customer may be required to execute amended or new Transaction Documents. If Customer moves Products to another country, Support shall be subject to availability in the destination country. Reasonable advanced notice to HP may be required to begin Support for some Products after relocation. f. Maximum Use Limitations. Certain Products have a maximum usage limit, which is set forth in the manufacturer's operating manual or the technical data sheet. Customer must operate such Products within the maximum usage limit. g. Multi-Vendor Support. HP provides Support for certain non-hp Branded Products. The relevant Transaction Document will specify availability and coverage levels, and govern delivery of multi-vendor Support, whether or not the non-hp Branded Products are under warranty. HP may discontinue Support of non-hp Branded Products if the manufacturer or licensor ceases to provide support for such Products.. PROPRIETARY SERVICE TOOLS HP will require Customer's use of certain system and network diagnostic and maintenance programs ( Proprietary Service Tools ) for delivery of Support under certain coverage levels. Proprietary Service Tools are and remain the sole and exclusive property of HP, are provided as is, and include, but are not limited to: remote fault management software, network Support tools, Insight Manager, Instant Support, and Instant Support Enterprise Edition (known as ISEE ). Proprietary Service Tools may reside on the Customer's systems or sites. Customer may only use the Proprietary Service Tools during the applicable Support coverage period and only as allowed by HP. Customer may not sell, transfer, assign, pledge, or in any way encumber or convey the Proprietary Service Tools. Upon termination of Support, Customer will return the Proprietary Service Tools or allow HP to remove these Proprietary Service Tools. Customer will also be required to: a. allow HP to keep the Proprietary Service Tools resident on Customer s systems or sites, and assist HP in running them; b. install Proprietary Service Tools, including installation of any required updates and patches; c. use the electronic data transfer capability to inform HP of events identified by the software; d. if required, purchase HP-specified remote connection hardware for systems with remote diagnosis service; and e. provide remote connectivity through an HP approved communications line.. CUSTOMER RESPONSIBILITIES a. Data Backup. To reconstruct lost or altered Customer files, data, or programs, Customer must maintain a separate backup system or procedure that is not dependent on the Products under Support. b. Temporary Workarounds. Customer will implement temporary procedures or workarounds provided by HP while HP works on permanent solutions. c. Hazardous Environment. Customer will notify HP if Customer uses Products in an environment that poses a potential health or safety hazard to HP employees or subcontractors. HP may require Customer to maintain such Products under HP supervision and may postpone service until Customer remedies such hazards. d. Authorized Representative. Customer will have a representative present when HP provides Support at Customer's site. e. Product List. Customer will create and maintain a list of all Products under Support including: the location of the Products, serial numbers, the HP-designated system identifiers, and coverage levels. Customer shall keep the list updated during the applicable Support period. f. Documentation. If Customer purchases a Support offering that includes documentation updates, Customer may copy such updates only for systems under such coverage. Copies must include appropriate HP Trademark and copyright notices.. SUPPORTED SOFTWARE Customer may purchase available Support for HP Branded Software only if Customer can provide evidence it has rightfully acquired an appropriate HP license for such Software. HP will be under no obligation to provide Support due to any alterations or modifications to the Software not authorized by HP or for Software for which Customer cannot provide a sufficient proof of a valid license. Unless otherwise agreed by HP, HP only provides Support for the current Version and the immediately preceding Version of HP Branded Software, and then only when HP Branded Software is used with Hardware or Software included in HP-specified configurations at the specified Version level.. ACCESSORIES AND PARTS AND MISCELLANEOUS a. Compatible Cables and Connectors. Customer will connect Products covered under Support with cables or connectors (including fiber optics if applicable) that are compatible with the system, according to the manufacturer's operating manual. b. Support for Accessories. HP may provide Support for cables, connectors, interfaces, and other accessories if Customer purchases Support for such accessories at the same Hardware service level purchased for the Products with which they are used. c. Consumables. Support does not include the delivery, return, replacement, or installation of supplies or other consumable items (including, but not limited to, operating supplies, magnetic media, print heads, ribbons, toner, and batteries) unless otherwise stated in a Transaction Document. d. Replacement Parts. Parts provided under Support may be whole unit replacements or be new or functionally equivalent to X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

250 0 0 0 new in performance and reliability and warranted as new. Replaced parts become the property of HP, unless HP agrees otherwise and Customer pays any applicable charges. e. Service Providers. HP reserves the right and Customer agrees to HP's use of HP-authorized service providers to assist in the provision of Support.. ACCESS TO HP SOLUTION CENTER AND IT RESOURCE CENTER a. Designated Callers. Customer will identify a reasonable number of callers, as determined by HP and Customer ( Designated Callers ), who may access HP's customer Support call centers ( Solution Centers ). b. Qualifications. Designated Callers must be generally knowledgeable and demonstrate technical aptitude in system administration, system management, and, if applicable, network administration and management and diagnostic testing. HP may review and discuss with Customer any Designated Caller's experience to determine initial eligibility. If issues arise during a call to the Solution Center that, in HP's reasonable opinion, may be a result of a Designated Caller's lack of general experience and training, the Customer may be required to replace that Designated Caller. All Designated Callers must have the proper system identifier as provided in the Transaction Documents or by HP when Support is initiated. HP Solution Centers may provide support in English or local language(s), or both. c. HP IT Resource Center. HP IT Resource Center is available via the worldwide web for certain types of Support. Customer may access specified areas of the HP IT Resource Center. File Transfer Protocol access is required for some electronic services. Customer employees who submit HP Solution Center service requests via the HP IT Resource Center must meet the qualifications set forth in sub-section D..b above. d. Telecommunication Charges. Customer will pay for all telecommunication charges associated with using HP IT Resource Center, installing and maintaining ISDN links and Internet connections (or HP-approved alternatives) to the HP Solution Center, or using the Proprietary Service Tools. LICENSE AGREEMENT AND LIMITED PRODUCT WARRANTY RED HAT ENTERPRISE LINUX AND RED HAT APPLICATIONS X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page 0 of 0

251 0 0 0 This agreement governs the use of the Software and any updates to the Software, regardless of the delivery mechanism. The Software is a collective work under U.S. Copyright Law. Subject to the following terms, Red Hat, Inc. ( Red Hat ) grants to the user ( Customer ) a license to this collective work pursuant to the GNU General Public License.. The Software. Red Hat Enterprise Linux and Red Hat Applications (the Software ) are either a modular operating system or application consisting of hundreds of software components. The end user license agreement for each component is located in the component's source code. With the exception of certain image files identified in Section below, the license terms for the components permit Customer to copy, modify, and redistribute the component, in both source code and binary code forms. This agreement does not limit Customer's rights under, or grant Customer rights that supersede, the license terms of any particular component.. Intellectual Property Rights. The Software and each of its components, including the source code, documentation, appearance, structure and organization are owned by Red Hat and others and are protected under copyright and other laws. Title to the Software and any component, or to any copy, modification, or merged portion shall remain with the aforementioned, subject to the applicable license. The Red Hat trademark and the Shadowman logo are registered trademarks of Red Hat in the U.S. and other countries. This agreement does not permit Customer to distribute the Software using Red Hat's trademarks. Customer should read the information found at before distributing a copy of the Software, regardless of whether it has been modified. If Customer makes a commercial redistribution of the Software, unless a separate agreement with Red Hat is executed or other permission granted, then Customer must modify any files identified as REDHAT-LOGOS and anacondaimages to remove all images containing the Red Hat trademark or the Shadowman logo. Merely deleting these files may corrupt the Software.. Limited Warranty. Except as specifically stated in this agreement or a license for a particular component, to the maximum extent permitted under applicable law, the Software and the components are provided and licensed as is without warranty of any kind, expressed or implied, including the implied warranties of merchantability, noninfringement or fitness for a particular purpose. Red Hat warrants that the media on which the Software is furnished will be free from defects in materials and manufacture under normal use for a period of 0 days from the date of delivery to Customer. Red Hat does not warrant that the functions contained in the Software will meet Customer's requirements or that the operation of the Software will be entirely error free or appear precisely as described in the accompanying documentation. This warranty extends only to the party that purchases the Software from Red Hat or a Red Hat authorized distributor.. Limitation of Remedies and Liability. To the maximum extent permitted by applicable law, the remedies described below are accepted by Customer as its only remedies. Red Hat's entire liability, and Customer's exclusive remedies, shall be: If the Software media is defective, Customer may return it within 0 days of delivery along with a copy of Customer's payment receipt and Red Hat, at its option, will replace it or refund the money paid by Customer for the Software. To the maximum extent permitted by applicable law, Red Hat or any Red Hat authorized dealer will not be liable to Customer for any incidental or consequential damages, including lost profits or lost savings arising out of the use or inability to use the Software, even if Red Hat or such dealer has been advised of the possibility of such damages. In no event shall Red Hat's liability under this agreement exceed the amount that Customer paid to Red Hat under this agreement during the twelve months preceding the action.. Export Control. As required by U.S. law, Customer represents and warrants that it: (a) understands that the Software is subject to export controls under the U.S. Commerce Department s Export Administration Regulations ( EAR ); (b) is not located in a prohibited destination country under the EAR or U.S. sanctions regulations (currently Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria); (c) will not export, re-export, or transfer the Software to any prohibited destination, entity, or individual without the necessary export license(s) or authorizations(s) from the U.S. Government; (d) will not use or transfer the Software for use in any sensitive nuclear, chemical or biological weapons, or missile technology end-uses unless authorized by the U.S. Government by regulation or specific license; (e) understands and agrees that if it is in the United States and exports or transfers the Software to eligible end users, it will, as required by EAR Section 0.(e), submit semiannual reports to the Commerce Department s Bureau of Industry & Security (BIS), which include the name and address (including country) of each transferee; and (f) understands that countries other than the United States may restrict the import, use, or export of encryption products and that it shall be solely responsible for compliance with any such import, use, or export restrictions.. Third Party Programs. Red Hat may distribute third party software programs with the Software that are not part of the Software. These third party programs are subject to their own license terms. The license terms either accompany the programs or can be viewed at If Customer does not agree to abide by the applicable license terms for such programs, then Customer may not install them. If Customer wishes to install the programs on more than one system or transfer the programs to another party, then Customer must contact the licensor of the programs. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

252 General. If any provision of this agreement is held to be unenforceable, that shall not affect the enforceability of the remaining provisions. This agreement shall be governed by the lavvs of the State of North Carolina and of the United States, without regard to any conflict of laws provisions, except that the United Nations Convention on the International Sale of Goods shall not apply. PASS-THROUGH PROVISIONS IBM INTERNATIONAL PROGRAM LICENSE AGREEMENT X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

253 0 0 0 International Program License Agreement Part General Terms BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, CLICKING ON AN ACCEPT BUTTON, OR OTHERWISE USING THE PROGRAM, LICENSEE AGREES TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF LICENSEE, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND LICENSEE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, TALL, COPY, ACCESS, CLICK ON AN ACCEPT BUTTON, OR USE THE PROGRAM; AND PROMPTLY RETURN THE UNUSED MEDIA, DOCUMENTATION, AND PROOF OF ENTITLEMENT TO THE PARTY FROM WHOM IT WAS OBTAINED FOR A REFUND OF THE AMOUNT PAID. IF THE PROGRAM WAS DOWNLOADED, DESTROY ALL COPIES OF THE PROGRAM.. Definitions Authorized Use - the specified level at which Licensee is authorized to execute or run the Program. That level may be measured by number of users, millions of service units ( MSUs ), Processor Value Units ( PVUs ), or other level of use specified by IBM. IBM International Business Machines Corporation or one of its subsidiaries. License Information ( LI ) a document that provides information and any additional terms specific to a Program. The Program s LI is available at The LI can also be found in the Program s directory, by the use of a system command, or as a booklet included with the Program. Program the following, including the original and all whole or partial copies: ) machine-readable instructions and data, ) components, files, and modules, ) audio-visual content (such as images, text, recordings, or pictures), and ) related licensed materials (such as keys and documentation). Proof of Entitlement ( PoE ) evidence of Licensee s Authorized Use. The PoE is also evidence of Licensee s eligibility for warranty, future update prices, if any, and potential special or promotional opportunities. If IBM does not provide Licensee with a PoE, then IBM may accept as the PoE the original paid sales receipt or other sales record from the party (either IBM or its reseller) from whom X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

254 0 0 0 Licensee obtained the Program, provided that it specifies the Program name and Authorized Use obtained. Warranty Period one year, starting on the date the original Licensee is granted the license.. Agreement Structure This Agreement includes Part General Terms, Part Country-unique Terms (if any), the LI, and the PoE and is the complete agreement between Licensee and IBM regarding the use of the Program. It replaces any prior oral or written communications between Licensee and IBM concerning Licensee s use of the Program. The terms of Part may replace or modify those of Part. To the extent of any conflict, the LI prevails over both Parts.. License Grant The Program is owned by IBM or an IBM supplier, and is copyrighted and licensed, not sold. IBM grants Licensee a nonexclusive license to ) use the Program up to the Authorized Use specified in the PoE, ) make and install copies to support such Authorized Use, and ) make a backup copy, all provided that a. Licensee has lawfully obtained the Program and complies with the terms of this Agreement; b. the backup copy does not execute unless the backed-up Program cannot execute; c. Licensee reproduces all copyright notices and other legends of ownership on each copy, or partial copy, of the Program; d. Licensee ensures that anyone who uses the Program (accessed either locally or remotely) ) does so only on Licensee s behalf and ) complies with the terms of this Agreement; e. Licensee does not ) use, copy, modify, or distribute the Program except as expressly permitted in this Agreement; ) reverse assemble, reverse compile, otherwise translate, or reverse engineer the Program, except as expressly permitted by law without the possibility of contractual waiver; ) use any of the Program s components, files, X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

255 0 0 0 modules, audio-visual content, or related licensed materials separately from that Program; or ) sublicense, rent, or lease the Program; and f. if Licensee obtains this Program as a Supporting Program, Licensee uses this Program only to support the Principal Program and subject to any limitations in the license to the Principal Program, or, if Licensee obtains this Program as a Principal Program, Licensee uses all Supporting Programs only to support this Program, and subject to any limitations in this Agreement. For purposes of this Item f, a Supporting Program is a Program that is part of another IBM Program ( Principal Program ) and identified as a Supporting Program in the Principal Program s LI. (To obtain a separate license to a Supporting Program without these restrictions, Licensee should contact the party from whom Licensee obtained the Supporting Program.) This license applies to each copy of the Program that Licensee makes.. Trade-ups, Updates, Fixes, and Patches.. Trade-ups If the Program is replaced by a trade-up Program, the replaced Program s license is promptly terminated... Updates, Fixes, and Patches When Licensee receives an update, fix, or patch to a Program, Licensee accepts any additional or different terms that are applicable to such update, fix, or patch that are specified in its LI. If no additional or different terms are provided, then the update, fix, or patch is subject solely to this Agreement. If the Program is replaced by an update, Licensee agrees to promptly discontinue use of the replaced Program.. Fixed Term Licenses If IBM licenses the Program for a fixed term, Licensee s license is terminated at the end of the fixed term, unless Licensee and IBM agree to renew it.. Term and Termination X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx 0 OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

256 0 0 0 This Agreement is effective until terminated. IBM may terminate Licensee s license if Licensee fails to comply with the terms of this Agreement. If the license is terminated for any reason by either party, Licensee agrees to promptly discontinue use of and destroy all of Licensee s copies of the Program. Any terms of this Agreement that by their nature extend beyond termination of this Agreement remain in effect until fulfilled, and apply to both parties respective successors and assignees.. Charges Charges are based on Authorized Use obtained, which is specified in the PoE. IBM does not give credits or refunds for charges already due or paid, except as specified elsewhere in this Agreement. If Licensee wishes to increase its Authorized Use, Licensee must notify IBM or an authorized IBM reseller in advance and pay any applicable charges.. Taxes If any authority imposes on the Program a duty, tax, levy, or fee, excluding those based on IBM s net income, then Licensee agrees to pay that amount, as specified in an invoice, or supply exemption documentation. Licensee is responsible for any personal property taxes for the Program from the date that Licensee obtains it. If any authority imposes a customs duty, tax, levy, or fee for the import into or the export, transfer, access, or use of the Program outside the country in which the original Licensee was granted the license, then Licensee agrees that it is responsible for, and will pay, any amount imposed.. Money-back Guarantee If Licensee is dissatisfied with the Program for any reason and is the original Licensee, Licensee may terminate the license and obtain a refund of the amount Licensee paid for the Program, provided that Licensee returns the Program and PoE to the party from whom Licensee obtained it within 0 days of the date the PoE was issued to Licensee. If the license is for a fixed term that is subject to renewal, then Licensee may obtain a refund only if the Program and its PoE are returned within the first 0 days of the initial term. If Licensee downloaded the Program, Licensee should contact the party from whom Licensee obtained it for instructions on how to obtain the refund.. Program Transfer X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

257 0 0 0 Licensee may transfer the Program and all of Licensee s license rights and obligations to another party only if that party agrees to the terms of this Agreement. If the license is terminated for any reason by either party, Licensee is prohibited from transferring the Program to another party. Licensee may not transfer a portion of ) the Program or ) the Program s Authorized Use. When Licensee transfers the Program, Licensee must also transfer a hard copy of this Agreement, including the LI and PoE. Immediately after the transfer, Licensee s license terminates.. Warranty and Exclusions. Limited Warranty IBM warrants that the Program, when used in its specified operating environment, will conform to its specifications. The Program s specifications, and specified operating environment information, can be found in documentation accompanying the Program (such as a read-me file) or other information published by IBM (such as an announcement letter). Licensee agrees that such documentation and other Program content may be supplied only in the English language, unless otherwise required by local law without the possibility of contractual waiver or limitation. The warranty applies only to the unmodified portion of the Program. IBM does not warrant uninterrupted or error-free operation of the Program, or that IBM will correct all Program defects. Licensee is responsible for the results obtained from the use of the Program. During the Warranty Period, IBM provides Licensee with access to IBM databases containing information on known Program defects, defect corrections, restrictions, and bypasses at no additional charge. Consult the IBM Software Support Handbook for further information at If the Program does not function as warranted during the Warranty Period and the problem cannot be resolved with information available in the IBM databases, Licensee may return the Program and its PoE to the party (either IBM or its reseller) from whom Licensee obtained it and receive a refund of the amount Licensee paid. After returning the Program, Licensee s license terminates. If Licensee downloaded the Program, Licensee should contact the party from whom Licensee obtained it for instructions on how to obtain the refund.. Exclusions X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

258 0 0 0 THESE WARRANTIES ARE LICENSEE S EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND ANY WARRANTY OR CONDITION OF NON-INFRINGEMENT. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEE. IN THAT EVENT, SUCH WARRANTIES ARE LIMITED IN DURATION TO THE WARRANTY PERIOD. NO WARRANTIES APPLY AFTER THAT PERIOD. SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. THESE WARRANTIES GIVE LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION. THE WARRANTIES IN THIS SECTION (WARRANTY AND EXCLUSIONS) ARE PROVIDED SOLELY BY IBM. THE DISCLAIMERS IN THIS SUBSECTION. (EXCLUSIONS), HOWEVER, ALSO APPLY TO IBM S SUPPLIERS OF THIRD PARTY CODE. THOSE SUPPLIERS PROVIDE SUCH CODE WITHOUT WARRANTIES OR CONDITION OF ANY KIND. THIS PARAGRAPH DOES NOT NULLIFY IBM S WARRANTY OBLIGATIONS UNDER THIS AGREEMENT.. Licensee Data and Databases To assist Licensee in isolating the cause of a problem with the Program, IBM may request that Licensee ) allow IBM to remotely access Licensee s system or ) send Licensee information or system data to IBM. However, IBM is not obligated to provide such assistance unless IBM and Licensee enter a separate written agreement under which IBM agrees to provide to Licensee that type of technical support, which is beyond IBM s warranty obligations in this Agreement. In any event, IBM uses information about errors and problems to improve its products and services, and assist with its provision of related support offerings. For these purposes, IBM may use IBM entities and subcontractors (including in one or more countries other than the one in which Licensee is located), and Licensee authorizes IBM to do so. Licensee remains responsible for ) any data and the content of any database Licensee makes available to IBM, ) the selection and implementation of procedures and controls regarding access, security, encryption, use, and transmission of data (including any personally-identifiable data), and ) backup and recovery of any database and any stored data. Licensee will not send or provide IBM access to any X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

259 0 0 0 personally-identifiable information, whether in data or any other form, and will be responsible for reasonable costs and other amounts that IBM may incur relating to any such information mistakenly provided to IBM or the loss or disclosure of such information by IBM, including those arising out of any third party claims. 0. Limitation of Liability The limitations and exclusions in this Section 0 (Limitation of Liability) apply to the full extent they are not prohibited by applicable law without the possibility of contractual waiver. 0. Items for Which IBM May Be Liable Circumstances may arise where, because of a default on IBM s part or other liability, Licensee is entitled to recover damages from IBM. Regardless of the basis on which Licensee is entitled to claim damages from IBM (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), IBM s entire liability for all claims in the aggregate arising from or related to each Program or otherwise arising under this Agreement will not exceed the amount of any ) damages for bodily injury (including death) and damage to real property and tangible personal property and ) other actual direct damages up to the charges (if the Program is subject to fixed term charges, up to twelve months charges) Licensee paid for the Program that is the subject of the claim. This limit also applies to any of IBM s Program developers and suppliers. It is the maximum for which IBM and its Program developers and suppliers are collectively responsible. 0. Items for Which IBM Is Not Liable UNDER NO CIRCUMSTANCES IS IBM, ITS PROGRAM DEVELOPERS OR SUPPLIERS LIABLE FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY: a. LOSS OF, OR DAMAGE TO, DATA; b. SPECIAL, INCIDENTAL, EXEMPLARY, OR INDIRECT DAMAGES, OR FOR ANY ECONOMIC CONSEQUENTIAL DAMAGES; OR c. LOST PROFITS, BUSINESS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS.. Compliance Verification X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

260 0 0 0 For purposes of this Section (Compliance Verification), IPLA Program Terms means ) this Agreement and applicable amendments and transaction documents provided by IBM, and ) IBM software policies that may be found at the IBM Software Policy website ( including but not limited to those policies concerning backup, subcapacity pricing, and migration. The rights and obligations set forth in this Section remain in effect during the period the Program is licensed to Licensee, and for two years thereafter.. Verification Process Licensee agrees to create, retain, and provide to IBM and its auditors accurate written records, system tool outputs, and other system information sufficient to provide auditable verification that Licensee s use of all Programs is in compliance with the IPLA Program Terms, including, without limitation, all of IBM s applicable licensing and pricing qualification terms. Licensee is responsible for ) ensuring that it does not exceed its Authorized Use, and ) remaining in compliance with IPLA Program Terms. Upon reasonable notice, IBM may verify Licensee s compliance with IPLA Program Terms at all sites and for all environments in which Licensee uses (for any purpose) Programs subject to IPLA Program Terms. Such verification will be conducted in a manner that minimizes disruption to Licensee s business, and may be conducted on Licensee s premises, during normal business hours. IBM may use an independent auditor to assist with such verification, provided IBM has a written confidentiality agreement in place with such auditor.. Resolution IBM will notify Licensee in writing if any such verification indicates that Licensee has used any Program in excess of its Authorized Use or is otherwise not in compliance with the IPLA Program Terms. Licensee agrees to promptly pay directly to IBM the charges that IBM specifies in an invoice for ) any such excess use, ) support for such excess use for the lesser of the duration of such excess use or two years, and ) any additional charges and other liabilities determined as a result of such verification.. Third Party Notices The Program may include third party code that IBM, not the third party, licenses to Licensee under this Agreement. Notices, if any, for the third party code ( Third Party Notices ) are included for Licensee s X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page 0 of 0

261 0 0 0 information only. These notices can be found in the Program s NOTICES file(s). Information on how to obtain source code for certain third party code can be found in the Third Party Notices. If in the Third Party Notices IBM identifies third party code as Modifiable Third Party Code, IBM authorizes Licensee to ) modify the Modifiable Third Party Code and ) reverse engineer the Program modules that directly interface with the Modifiable Third Party Code provided that it is only for the purpose of debugging Licensee s modifications to such third party code. IBM s service and support obligations, if any, apply only to the unmodified Program.. General a. Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract. b. For Programs IBM provides to Licensee in tangible form, IBM fulfills its shipping and delivery obligations upon the delivery of such Programs to the IBM-designated carrier, unless otherwise agreed to in writing by Licensee and IBM. c. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement remain in full force and effect. d. Licensee agrees to comply with all applicable export and import laws and regulations, including U.S. embargo and sanctions regulations and prohibitions on export for certain end uses or to certain users. e. Licensee authorizes International Business Machines Corporation and its subsidiaries (and their successors and assigns, contractors and IBM Business Partners) to store and use Licensee s business contact information wherever they do business, in connection with IBM products and services, or in furtherance of IBM s business relationship with Licensee. f. Each party will allow the other reasonable opportunity to comply before it claims that the other has not met its obligations under this Agreement. The parties will attempt in good faith to resolve all disputes, disagreements, or claims between the parties relating to this Agreement. g. Unless otherwise required by applicable law without the possibility of contractual waiver or limitation: ) neither party will bring a legal action, regardless of form, for any claim arising out of or related to this Agreement more than two years after the cause of action arose; and ) upon the expiration of such time limit, any such claim and all respective rights related to the claim lapse. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

262 0 0 0 h. Neither Licensee nor IBM is responsible for failure to fulfill any obligations due to causes beyond its control. i. No right or cause of action for any third party is created by this Agreement, nor is IBM responsible for any third party claims against Licensee, except as permitted in Subsection 0. (Items for Which IBM May Be Liable) above for bodily injury (including death) or damage to real or tangible personal property for which IBM is legally liable to that third party. j. In entering into this Agreement, neither party is relying on any representation not specified in this Agreement, including but not limited to any representation concerning: ) the performance or function of the Program, other than as expressly warranted in Section (Warranty and Exclusions) above; ) the experiences or recommendations of other parties; or ) any results or savings that Licensee may achieve. k. IBM has signed agreements with certain organizations (called IBM Business Partners ) to promote, market, and support certain Programs. IBM Business Partners remain independent and separate from IBM. IBM is not responsible for the actions or statements of IBM Business Partners or obligations they have to Licensee. The license and intellectual property indemnification terms of Licensee s other agreements with IBM (such as the IBM Customer Agreement) do not apply to Program licenses granted under this Agreement.. Geographic Scope and Governing Law. Governing Law Both parties agree to the application of the laws of the country in which Licensee obtained the Program license to govern, interpret, and enforce all of Licensee s and IBM s respective rights, duties, and obligations arising from, or relating in any manner to, the subject matter of this Agreement, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.. Jurisdiction All rights, duties, and obligations are subject to the courts of the country in which Licensee obtained the Program license. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

263 0 0 0 Part Country-unique Terms For licenses granted in the countries specified below, the following terms replace or modify the referenced terms in Part. All terms in Part that are not changed by these amendments remain unchanged and in effect. This Part is organized as follows: le country amendments to Part, Section (Governing Law and Jurisdiction); mendments to other Agreement terms. Multiple country amendments to Part, Section (Governing Law and Jurisdiction). Governing Law The phrase the laws of the country in which Licensee obtained the Program license in the first paragraph of. Governing Law is replaced by the following phrases in the countries below: AMERICAS () in Canada: the laws in the Province of Ontario; () in Mexico: the federal laws of the Republic of Mexico; () in the United States, Anguilla, Antigua/Barbuda, Aruba, British Virgin Islands, Cayman Islands, Dominica, Grenada, Guyana, Saint Kitts and Nevis, Saint Lucia, Saint Maarten, and Saint Vincent and the Grenadines: the laws of the State of New York, United States; () in Venezuela: the laws of the Bolivarian Republic of Venezuela; ASIA PACIFIC () in Cambodia and Laos: the laws of the State of New York, United States; () in Australia: the laws of the State or Territory in which the transaction is performed; () in Hong Kong SAR and Macau SAR: the laws of Hong Kong Special Administrative Region ( SAR ); () in Taiwan: the laws of Taiwan EUROPE, MIDDLE EAST, AND AFRICA X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

264 0 0 0 () in Albania, Armenia, Azerbaijan, Belarus, Bosnia-Herzegovina, Bulgaria, Croatia, Former Yugoslav Republic of Macedonia, Georgia, Hungary, Kazakhstan, Kyrgyzstan, Moldova, Montenegro, Poland, Romania, Russia, Serbia, Slovakia, Tajikistan, Turkmenistan, Ukraine, and Uzbekistan: the laws of Austria; (0) in Algeria, Andorra, Benin, Burkina Faso, Cameroon, Cape Verde, Central African Republic, Chad, Comoros, Congo Republic, Djibouti, Democratic Republic of Congo, Equatorial Guinea, French Guiana, French Polynesia, Gabon, Gambia, Guinea, Guinea-Bissau, Ivory Coast, Lebanon, Madagascar, Mali, Mauritania, Mauritius, Mayotte, Morocco, New Caledonia, Niger, Reunion, Senegal, Seychelles, Togo, Tunisia, Vanuatu, and Wallis and Futuna: the laws of France; () in Estonia, Latvia, and Lithuania: the laws of Finland; () in Angola, Bahrain, Botswana, Burundi, Egypt, Eritrea, Ethiopia, Ghana, Jordan, Kenya, Kuwait, Liberia, Malawi, Malta, Mozambique, Nigeria, Oman, Pakistan, Qatar, Rwanda, Sao Tome and Principe, Saudi Arabia, Sierra Leone, Somalia, Tanzania, Uganda, United Arab Emirates, the United Kingdom, West Bank/Gaza, Yemen, Zambia, and Zimbabwe: the laws of England; and () in South Africa, Namibia, Lesotho, and Swaziland: the laws of the Republic of South Africa.. Jurisdiction The following paragraph pertains to jurisdiction and replaces Subsection. (Jurisdiction) as it applies for those countries identified in bold below: All rights, duties, and obligations are subject to the courts of the country in which Licensee obtained the Program license except that in the countries identified below all disputes arising out of or related to this Agreement, including summary proceedings, will be brought before and subject to the exclusive jurisdiction of the following courts of competent jurisdiction: AMERICAS () in Argentina: the Ordinary Commercial Court of the city of Buenos Aires; () in Brazil: the court of Rio de Janeiro, RJ; () in Chile: the Civil Courts of Justice of Santiago; X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

265 0 0 0 () in Ecuador: the civil judges of Quito for executory or summary proceedings (as applicable); () in Mexico: the courts located in Mexico City, Federal District; () in Peru: the judges and tribunals of the judicial district of Lima, Cercado; () in Uruguay: the courts of the city of Montevideo; () in Venezuela: the courts of the metropolitan area of the city of Caracas; EUROPE, MIDDLE EAST, AND AFRICA () in Austria: the court of law in Vienna, Austria (Inner-City); (0) in Algeria, Andorra, Benin, Burkina Faso, Cameroon, Cape Verde, Central African Republic, Chad, Comoros, Congo Republic, Djibouti, Democratic Republic of Congo, Equatorial Guinea, France, French Guiana, French Polynesia, Gabon, Gambia, Guinea, Guinea-Bissau, Ivory Coast, Lebanon, Madagascar, Mali, Mauritania, Mauritius, Mayotte, Monaco, Morocco, New Caledonia, Niger, Reunion, Senegal, Seychelles, Togo, Tunisia, Vanuatu, and Wallis and Futuna: the Commercial Court of Paris; () in Angola, Bahrain, Botswana, Burundi, Egypt, Eritrea, Ethiopia, Ghana, Jordan, Kenya, Kuwait, Liberia, Malawi, Malta, Mozambique, Nigeria, Oman, Pakistan, Qatar, Rwanda, Sao Tome and Principe, Saudi Arabia, Sierra Leone, Somalia, Tanzania, Uganda, United Arab Emirates, the United Kingdom, West Bank/Gaza, Yemen, Zambia, and Zimbabwe: the English courts; () in South Africa, Namibia, Lesotho, and Swaziland: the High Court in Johannesburg; () in Greece: the competent court of Athens; () in Israel: the courts of Tel Aviv-Jaffa; () in Italy: the courts of Milan; () in Portugal: the courts of Lisbon; () in Spain: the courts of Madrid; and () in Turkey: the Istanbul Central Courts and Execution Directorates of Istanbul, the Republic of Turkey.. Arbitration The following paragraph is added as a new Subsection. (Arbitration) as it applies for those countries identified in bold below. The provisions of this Subsection. prevail over those of Subsection. (Jurisdiction) to the extent permitted by the applicable governing law and rules of procedure: ASIA PACIFIC () In Cambodia, India, Indonesia, Laos, Philippines, and Vietnam: Disputes arising out of or in connection with this Agreement will be finally settled by arbitration which will be held in Singapore in X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx 0 OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

266 0 0 0 accordance with the Arbitration Rules of Singapore International Arbitration Center ( SIAC Rules ) then in effect. The arbitration award will be final and binding for the parties without appeal and will be in writing and set forth the findings of fact and the conclusions of law. The number of arbitrators will be three, with each side to the dispute being entitled to appoint one arbitrator. The two arbitrators appointed by the parties will appoint a third arbitrator who will act as chairman of the proceedings. Vacancies in the post of chairman will be filled by the president of the SIAC. Other vacancies will be filled by the respective nominating party. Proceedings will continue from the stage they were at when the vacancy occurred. If one of the parties refuses or otherwise fails to appoint an arbitrator within 0 days of the date the other party appoints its, the first appointed arbitrator will be the sole arbitrator, provided that the arbitrator was validly and properly appointed. All proceedings will be conducted, including all documents presented in such proceedings, in the English language. The English language version of this Agreement prevails over any other language version. () In the People s Republic of China: In case no settlement can be reached, the disputes will be submitted to China International Economic and Trade Arbitration Commission for arbitration according to the then effective rules of the said Arbitration Commission. The arbitration will take place in Beijing and be conducted in Chinese. The arbitration award will be final and binding on both parties. During the course of arbitration, this agreement will continue to be performed except for the part which the parties are disputing and which is undergoing arbitration. EUROPE, MIDDLE EAST, AND AFRICA () In Albania, Armenia, Azerbaijan, Belarus, Bosnia-Herzegovina, Bulgaria, Croatia, Former Yugoslav Republic of Macedonia, Georgia, Hungary, Kazakhstan, Kyrgyzstan, Moldova, Montenegro, Poland, Romania, Russia, Serbia, Slovakia, Tajikistan, Turkmenistan, Ukraine, and Uzbekistan: All disputes arising out of this Agreement or related to its violation, termination or nullity will be finally settled under the Rules of Arbitration and Conciliation of the International Arbitral Center of the Federal Economic Chamber in Vienna (Vienna Rules) by three arbitrators appointed in accordance with these rules. The arbitration will be held in Vienna, Austria, and the official language of the proceedings will be English. The decision of the arbitrators will be final and binding upon both parties. Therefore, pursuant to paragraph () of the Austrian Code of Civil Procedure, the parties expressly waive the X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

267 0 0 0 application of paragraph () figure of the Code. IBM may, however, institute proceedings in a competent court in the country of installation. () In Estonia, Latvia,and Lithuania: All disputes arising in connection with this Agreement will be finally settled in arbitration that will be held in Helsinki, Finland in accordance with the arbitration laws of Finland then in effect. Each party will appoint one arbitrator. The arbitrators will then jointly appoint the chairman. If arbitrators cannot agree on the chairman, then the Central Chamber of Commerce in Helsinki will appoint the chairman. AMERICAS COUNTRY AMENDMENTS CANADA 0. Items for Which IBM May be Liable The following replaces Item in the first paragraph of this Subsection 0. (Items for Which IBM May be Liable): ) damages for bodily injury (including death) and physical harm to real property and tangible personal property caused by IBM s negligence; and. General The following replaces Item.d: d. Licensee agrees to comply with all applicable export and import laws and regulations, including those of that apply to goods of United States origin and that prohibit or limit export for certain uses or to certain users. The following replaces Item.i: i. No right or cause of action for any third party is created by this Agreement or any transaction under it, nor is IBM responsible for any third party claims against Licensee except as permitted by the Limitation of Liability section above for bodily injury (including death) or physical harm to real or tangible personal property caused by IBM s negligence for which IBM is legally liable to that third party. The following is added as Item.m: X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

268 0 0 0 m. For purposes of this Item.m, Personal Data refers to information relating to an identified or identifiable individual made available by one of the parties, its personnel or any other individual to the other in connection with this Agreement. The following provisions apply in the event that one party makes Personal Data available to the other: () General (a) Each party is responsible for complying with any obligations applying to it under applicable Canadian data privacy laws and regulations ( Laws ). (b) Neither party will request Personal Data beyond what is necessary to fulfill the purpose(s) for which it is requested. The purpose(s) for requesting Personal Data must be reasonable. Each party will agree in advance as to the type of Personal Data that is required to be made available. () Security Safeguards (a) Each party acknowledges that it is solely responsible for determining and communicating to the other the appropriate technological, physical and organizational security measures required to protect Personal Data. (b) Each party will ensure that Personal Data is protected in accordance with the security safeguards communicated and agreed to by the other. (c) Each party will ensure that any third party to whom Personal Data is transferred is bound by the applicable terms of this section. (d) Additional or different services required to comply with the Laws will be deemed a request for new services. () Use Each party agrees that Personal Data will only be used, accessed, managed, transferred, disclosed to third parties or otherwise processed to fulfill the purpose(s) for which it was made available. () Access Requests (a) Each party agrees to reasonably cooperate with the other in connection with requests to access or amend Personal Data. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

269 0 0 0 (b) Each party agrees to reimburse the other for any reasonable charges incurred in providing each other assistance. (c) Each party agrees to amend Personal Data only upon receiving instructions to do so from the other party or its personnel. () Retention Each party will promptly return to the other or destroy all Personal Data that is no longer necessary to fulfill the purpose(s) for which it was made available, unless otherwise instructed by the other or its personnel or required by law. () Public Bodies Who Are Subject to Public Sector Privacy Legislation For Customers who are public bodies subject to public sector privacy legislation, this Item.m applies only to Personal Data made available to Customer in connection with this Agreement, and the obligations in this section apply only to Customer, except that: ) section ()(a) applies only to IBM; ) sections ()(a) and ()(a) apply to both parties; and ) section ()(b) and the last sentence in ()(b) do not apply. PERU 0. Limitation of Liability The following is added to the end of this Section 0 (Limitation of Liability): Except as expressly required by law without the possibility of contractual waiver, Licensee and IBM intend that the limitation of liability in this Limitation of Liability section applies to damages caused by all types of claims and causes of action. If any limitation on or exclusion from liability in this section is held by a court of competent jurisdiction to be unenforceable with respect to a particular claim or cause of action, the parties intend that it nonetheless apply to the maximum extent permitted by applicable law to all other claims and causes of action. 0. Items for Which IBM May be Liable The following is added at the end of this Subsection 0.: In accordance with Article of the Peruvian Civil Code, the limitations and exclusions specified in X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

270 0 0 0 this section will not apply to damages caused by IBM s willful misconduct ( dolo ) or gross negligence ( culpa inexcusable ). UNITED STATES OF AMERICA:. Taxes The following is added at the end of this Section (Taxes) For Programs delivered electronically in the United States for which Licensee claims a state sales and use tax exemption, Licensee agrees not to receive any tangible personal property (e.g., media and publications) associated with the electronic program. Licensee agrees to be responsible for any sales and use tax liabilities that may arise as a result of Licensee s subsequent redistribution of Programs after delivery by IBM.. General The following is added to Section as Item.m: U.S. Government Users Restricted Rights Use, duplication or disclosure is restricted by the GSA IT Schedule 0 Contract with the IBM Corporation. The following is added to Item.f: Each party waives any right to a jury trial in any proceeding arising out of or related to this Agreement. ASIA PACIFIC COUNTRY AMENDMENTS AUSTRALIA:. Taxes The following sentences replace the first two sentences of Section (Taxes): If any government or authority imposes a duty, tax (other than income tax), levy, or fee, on this Agreement or on the Program itself, that is not otherwise provided for in the amount payable, Licensee agrees to pay it when IBM invoices Licensee. If the rate of GST changes, IBM may adjust the charge or other amount payable to take into account that change from the date the change becomes effective.. Limited Warranty X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page 0 of 0

271 0 0 0 The following is added to Subsection. (Limited Warranty): The warranties specified this Section are in addition to any rights Licensee may have under the Trade Practices Act or other legislation and are only limited to the extent permitted by the applicable legislation. 0. Items for Which IBM May be Liable The following is added to Subsection 0. (Items for Which IBM Maybe Liable): Where IBM is in breach of a condition or warranty implied by the Trade Practices Act, IBM s liability is limited to the repair or replacement of the goods, or the supply of equivalent goods. Where that condition or warranty relates to right to sell, quiet possession or clear title, or the goods are of a kind ordinarily obtained for personal, domestic or household use or consumption, then none of the limitations in this paragraph apply. HONG KONG SAR, MACAU SAR, AND TAIWAN As applies to licenses obtained in Taiwan and the special administrative regions, phrases throughout this Agreement containing the word country (for example, the country in which the original Licensee was granted the license and the country in which Licensee obtained the Program license ) are replaced with the following: () In Hong Kong SAR: Hong Kong SAR () In Macau SAR: Macau SAR except in the Governing Law clause (Section.) () In Taiwan: Taiwan. INDIA 0. Items for Which IBM May be Liable The following replaces the terms of Items and of the first paragraph: ) liability for bodily injury (including death) or damage to real property and tangible personal property will be limited to that caused by IBM s negligence; and ) as to any other actual damage arising in any situation involving nonperformance by IBM pursuant to, or in any way related to the subject of this X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

272 0 0 0 Agreement, IBM s liability will be limited to the charge paid by Licensee for the individual Program that is the subject of the claim.. General The following replaces the terms of Item.g: If no suit or other legal action is brought, within three years after the cause of action arose, in respect of any claim that either party may have against the other, the rights of the concerned party in respect of such claim will be forfeited and the other party will stand released from its obligations in respect of such claim. INDONESIA. Term and Termination The following is added to the last paragraph: Both parties waive the provision of article of the Indonesian Civil Code, to the extent the article provision requires such court decree for the termination of an agreement creating mutual obligations. JAPAN. General The following is inserted after Item.f: Any doubts concerning this Agreement will be initially resolved between us in good faith and in accordance with the principle of mutual trust MALAYSIA 0. Items for Which IBM Is not Liable The word SPECIAL in Item 0.b is deleted. NEW ZEALAND. Limited Warranty The following is added: X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

273 0 0 0 The warranties specified in this Section are in addition to any rights Licensee may have under the Consumer Guarantees Act or other legislation which cannot be excluded or limited. The Consumer Guarantees Act will not apply in respect of any goods which IBM provides, if Licensee requires the goods for the purposes of a business as defined in that Act. 0. Limitation of Liability The following is added: Where Programs are not obtained for the purposes of a business as defined in the Consumer Guarantees Act, the limitations in this Section are subject to the limitations in that Act. PEOPLE S REPUBLIC OF CHINA. Charges The following is added: All banking charges incurred in the People s Republic of China will be borne by Licensee and those incurred outside the People s Republic of China will be borne by IBM. PHILIPPINES 0. Items for Which IBM Is not Liable The following replaces the terms of Item 0.b: b. special (including nominal and exemplary damages), moral, incidental, or indirect damages or for any economic consequential damages; or SINGAPORE 0. Items for Which IBM Is not Liable X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

274 0 0 0 The words SPECIAL and ECONOMIC are deleted from Item 0.b.. General The following replaces the terms of Item.i: Subject to the rights provided to IBM s suppliers and Program developers as provided in Section 0 above (Limitation of Liability), a person who is not a party to this Agreement will have no right under the Contracts (Right of Third Parties) Act to enforce any of its terms. TAIWAN. Limited Warranty The last paragraph is deleted. 0. Items for Which IBM May Be Liable The following sentences are deleted: This limit also applies to any of IBM s subcontractors and Program developers. It is the maximum for which IBM and its subcontractors and Program developers are collectively responsible. EUROPE, MIDDLE EAST, AFRICA (EMEA) COUNTRY AMENDMENTS EUROPEAN UNION MEMBER STATES. Warranty and Exclusions The following is added to Section (Warranty and Exclusion): In the European Union ( EU ), consumers have legal rights under applicable national legislation governing the sale of consumer goods. Such rights are not affected by the provisions set out in this Section Warranty and Exclusions. The territorial scope of the Limited Warranty is worldwide. EU MEMBER STATES AND THE COUNTRIES IDENTIFIED BELOW Iceland, Liechtenstein, Norway, Switzerland, Turkey, and any other European country that has enacted local data privacy or protection legislation similar to the EU model. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

275 General The following replaces Item.e: () Definitions For the purposes of this Item.e, the following additional definitions apply: (a) Business Contact Information business-related contact information disclosed by Licensee to IBM, including names, job titles, business addresses, telephone numbers and addresses of Licensee s employees and contractors. For Austria, Italy and Switzerland, Business Contact Information also includes information about Customer and its contractors as legal entities (for example, Customer s revenue data and other transactional information) (b) Business Contact Personnel Licensee employees and contractors to whom the Business Contact Information relates. (c) Data Protection Authority the authority established by the Data Protection and Electronic Communications Legislation in the applicable country or, for non-eu countries, the authority responsible for supervising the protection of personal data in that country, or (for any of the foregoing) any duly appointed successor entity thereto. (d) Data Protection & Electronic Communications Legislation (i) the applicable local legislation and regulations in force implementing the requirements of EU Directive //EC (on the protection of individuals with regard to the processing of personal data and on the free movement of such data) and of EU Directive 00//EC (concerning the processing of personal data and the protection of privacy in the electronic communications sector); or (ii) for non-eu countries, the legislation and/or regulations passed in the applicable country relating to the protection of personal data and the regulation of electronic communications involving personal data, including (for any of the foregoing) any statutory replacement or modification thereof. (e) IBM Group International Business Machines Corporation of Armonk, New York, USA, its subsidiaries, and their respective Business Partners and subcontractors. () Licensee authorises IBM: (a) to process and use Business Contact Information within IBM Group in support of Licensee including the provision of support services, and for the purpose of furthering the business X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx 0 OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

276 0 0 0 relationship between Licensee and IBM Group, including, without limitation, contacting Business Contact Personnel (by or otherwise) and marketing IBM Group products and services (the Specified Purpose ); and (b) to disclose Business Contact Information to other members of IBM Group in pursuit of the Specified Purpose only. () Use IBM agrees that all Business Contact Information will be processed in accordance with the Data Protection & Electronic Communications Legislation and will be used only for the Specified Purpose. () Access Requests To the extent required by the Data Protection & Electronic Communications Legislation, Licensee represents that (a) it has obtained (or will obtain) any consents from (and has issued (or will issue) any notices to) the Business Contact Personnel as are necessary in order to enable IBM Group to process and use the Business Contact Information for the Specified Purpose. () Retention Licensee authorises IBM to transfer Business Contact Information outside the European Economic Area, provided that the transfer is made on contractual terms approved by the Data Protection Authority or the transfer is otherwise permitted under the Data Protection & Electronic Communications Legislation. AUSTRIA. Exclusions The following is deleted from the first paragraph: MERCHANTABILITY, SATISFACTORY QUALITY 0. Limitation of Liability The following is added: The following limitations and exclusions of IBM s liability do not apply for damages caused by gross negligence or willful misconduct. 0. Items for Which IBM May Be Liable X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

277 0 0 0 The following replaces the first sentence in the first paragraph: Circumstances may arise where, because of a default by IBM in the performance of its obligations under this Agreement or other liability, Licensee is entitled to recover damages from IBM. In the second sentence of the first paragraph, delete entirely the parenthetical phrase: (including fundamental breach, negligence, misrepresentation, or other contract or tort claim). 0. Items for Which IBM Is Not Liable The following replaces Item 0.b: b. indirect damages or consequential damages; or BELGIUM, FRANCE, ITALY, and LUXEMBOURG 0. Limitation of Liability The following replaces the terms of Section 0 (Limitation of Liability) in its entirety: Except as otherwise provided by mandatory law: 0. Items for Which IBM May Be Liable IBM s entire liability for all claims in the aggregate for any damages and losses that may arise as a consequence of the fulfillment of its obligations under or in connection with this Agreement or due to any other cause related to this Agreement is limited to the compensation of only those damages and losses proved and actually arising as an immediate and direct consequence of the non-fulfillment of such obligations (if IBM is at fault) or of such cause, for a maximum amount equal to the charges (if the Program is subject to fixed term charges, up to twelve months charges) Licensee paid for the Program that has caused the damages. The above limitation will not apply to damages for bodily injuries (including death) and damages to real property and tangible personal property for which IBM is legally liable. 0. Items for Which IBM Is Not Liable X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

278 0 0 0 UNDER NO CIRCUMSTANCES IS IBM OR ANY OF ITS PROGRAM DEVELOPERS LIABLE FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY: ) LOSS OF, OR DAMAGE TO, DATA; ) INCIDENTAL, EXEMPLARY OR INDIRECT DAMAGES, OR FOR ANY ECONOMIC CONSEQUENTIAL DAMAGES; AND / OR ) LOST PROFITS, BUSINESS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS, EVEN IF THEY ARISE AS AN IMMEDIATE CONSEQUENCE OF THE EVENT THAT GENERATED THE DAMAGES. 0. Suppliers and Program Developers The limitation and exclusion of liability herein agreed applies not only to the activities performed by IBM but also to the activities performed by its suppliers and Program developers, and represents the maximum amount for which IBM as well as its suppliers and Program developers are collectively responsible. GERMANY. Limited Warranty The following is inserted at the beginning of Section.: The Warranty Period is twelve months from the date of delivery of the Program to the original Licensee.. Exclusions Section. is deleted in its entirety and replaced with the following: Section. defines IBM s entire warranty obligations to Licensee except as otherwise required by applicable statutory law. 0. Limitation of Liability The following replaces the Limitation of Liability section in its entirety: a. IBM will be liable without limit for ) loss or damage caused by a breach of an express guarantee; ) damages or losses resulting in bodily injury (including death); and ) damages caused intentionally or by gross negligence. b. In the event of loss, damage and frustrated expenditures caused by slight negligence or in breach X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

279 0 0 0 of essential contractual obligations, IBM will be liable, regardless of the basis on which Licensee is entitled to claim damages from IBM (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), per claim only up to the greater of 00,000 euro or the charges (if the Program is subject to fixed term charges, up to months charges) Licensee paid for the Program that caused the loss or damage. A number of defaults which together result in, or contribute to, substantially the same loss or damage will be treated as one default. In the event of loss, damage and frustrated expenditures caused by slight negligence, IBM will not be liable for indirect or consequential damages, even if IBM was informed about the possibility of such loss or damage. d. In case of delay on IBM s part: ) IBM will pay to Licensee an amount not exceeding the loss or damage caused by IBM s delay and ) IBM will be liable only in respect of the resulting damages that Licensee suffers, subject to the provisions of Items a and b above.. General The following replaces the provisions of.g: Any claims resulting from this Agreement are subject to a limitation period of three years, except as stated in Section. (Limited Warranty) of this Agreement. The following replaces the provisions of.i: No right or cause of action for any third party is created by this Agreement, nor is IBM responsible for any third party claims against Licensee, except (to the extent permitted in Section 0 (Limitation of Liability)) for: i) bodily injury (including death); or ii) damage to real or tangible personal property for which (in either case) IBM is legally liable to that third party. IRELAND. Exclusions The following paragraph is added: Except as expressly provided in these terms and conditions, or Section of the Sale of Goods Act as amended by the Sale of Goods and Supply of Services Act, 0 (the 0 Act ), all conditions or warranties (express or implied, statutory or otherwise) are hereby excluded including, without limitation, any warranties implied by the Sale of Goods Act as amended by the 0 Act X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

280 0 0 0 (including, for the avoidance of doubt, Section of the 0 Act). IRELAND AND UNITED KINGDOM. Agreement Structure The following sentence is added: Nothing in this paragraph shall have the effect of excluding or limiting liability for fraud. 0. Items for Which IBM May Be Liable The following replaces the first paragraph of the Subsection: For the purposes of this section, a Default means any act, statement, omission or negligence on the part of IBM in connection with, or in relation to, the subject matter of an Agreement in respect of which IBM is legally liable to Licensee, whether in contract or in tort. A number of Defaults which together result in, or contribute to, substantially the same loss or damage will be treated as one Default. Circumstances may arise where, because of a Default by IBM in the performance of its obligations under this Agreement or other liability, Licensee is entitled to recover damages from IBM. Regardless of the basis on which Licensee is entitled to claim damages from IBM and except as expressly required by law without the possibility of contractual waiver, IBM s entire liability for any one Default will not exceed the amount of any direct damages, to the extent actually suffered by Licensee as an immediate and direct consequence of the default, up to the greater of () 00,000 euro (or the equivalent in local currency) or () % of the charges (if the Program is subject to fixed term charges, up to months charges) for the Program that is the subject of the claim. Notwithstanding the foregoing, the amount of any damages for bodily injury (including death) and damage to real property and tangible personal property for which IBM is legally liable is not subject to such limitation. 0. Items for Which IBM is Not Liable The following replaces Items 0.b and 0.c: b. special, incidental, exemplary, or indirect damages or consequential damages; or c. wasted management time or lost profits, business, revenue, goodwill, or anticipated savings. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page 0 of 0

281 0 0 0 CITRIX LICENSE AGREEMENT This is a legal agreement ( AGREEMENT ) between you, the Licensed User, and Citrix Systems, Inc.; Citrix X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

282 0 0 0 Systems International GmbH; or Citrix Systems Asia Pacific Pty Ltd. Your location of receipt of this product or feature release (both hereinafter PRODUCT ) or technical support (hereinafter SUPPORT ) determines the providing entity hereunder (the applicable entity is hereinafter referred to as CITRIX ). Citrix S y s t e m s, Inc., a Delaware corporation, licenses this PRODUCT in the Americas and Japan and provides SUPPORT in the Americas. Citrix Systems International GmbH, a Swiss company wholly owned by Citrix Systems, Inc., licenses this PRODUCT and provides SUPPORT in Europe, the Middle East, and Africa, and licenses the PRODUCT in Asia And the Pacific (excluding Japan). Citrix Systems Asia Pacific Pty Ltd. provides SUPPORT in Asia and the Pacific (excluding Japan). BY I N S T A L L I N G AND/OR USING THE P R O D U C T, YOU ARE A G R E E I N G TO BE BOUND BY T H E TERMS OF THIS AGREEMENT. IF Y O U DO NOT AGREE TO T H E TERMS OF THIS AGREEMENT, DO NOT INSTALL AND/OR USE THE PRODUCT.. GRANT OF LICENSE. This PRODUCT contains software that provides services on a computer called a server ( Server Software ) and contains software that allows a computer to access or utilize the services provided by The Server Software ( Client Software ). This PRODUCT is licensed under a concurrent user model. Server Software is activated by User Licenses that allow use of the Server Software in increments defined by the license model ( User L i c e n s e s ). Client Software is not activated by User Licenses but will not operate in conjunction with t h e Server Software without t h e Server Software being activated. User Licenses for other CITRIX PRODUCTS or other editions of the same PRODUCT may not be used to increase the allowable use For this PRODUCT. CITRIX grants to you the following worldwide, nonexclusive rights (except as subject to termination as set forth below and as to Evaluation P R OD U C TS ) to the Server and Client S o f t w a r e and accompanying documentation (collectively called the SOFTWARE ): a. Server Software. You may install and use the Server Software on one or more computers ( Server(s) ). Each User License may be installed and used on a single license server within your production environment and a single license server within your disaster recovery environment. The Server Software may be used Only to support up to the allowable number of ICA, RDP, or other managed connections within each environment based on your total purchase of User Licenses. You may use the Server Software to provide application services to third parties ( Hosting ). Each User License that is installed in both a production And disaster recovery environment may be used in only one of the environments at any one time, except for duplicate use during routine testing of the disaster recovery environment. If you purchased the Enterprise or Platinum Edition of this PRODUCT, each User License may be used only to support use of any one or more of the edition features for the same concurrent user. If multiple User Licenses are delivered for the various features of the edition, they should be treated as a single User License. Add-on User Licenses must be purchased to support additional users for any particular feature. If you received this PRODUCT as a component of XenDesktop Enterprise or Platinum Edition, the Server Software may be used only to service physical or virtual machines running in the XenDesktop environment and may not be used to publish desktops or applications directly to client devices. b. Client Software. The Client Software may be installed and used on an unlimited number of client devices. You may use such Client Software only to access the Server Software up to the allowable number of connections based on your total purchase of User Licenses. As a part of Hosting, you may copy and distribute the Client Software, with its electronic, click-to-accept license, to such third parties. c. Perpetual License. If the SOFTWARE is Perpetual License SOFTWARE, the SOFTWARE is licensed On a perpetual basis and includes the right to receive Subscription Advantage (as defined in Section below). d. Expiring Retail License. If the SOFTWARE is Expiring Retail License SOFTWARE, your license is for the term purchased and includes the right to receive Updates for that period (but not Subscription Advantage as defined in Section below). For the purposes of this AGREEMENT, an Update shall mean a generally available release of the same SOFTWARE. Any Updates so delivered to you shall be considered SOFTWARE under the terms of this AGREEMENT, except they are not covered by the Limited Warranty applicable to SOFTWARE, to the extent permitted by applicable law. To extend the License, you must purchase and install an additional License prior to the expiration of the current License. Note that if a new License is not purchased and installed, Expiring Retail License SOFTWARE disables itself upon the expiration of the License period. e. Not for Resale. If this SOFTWARE is Not For Resale SOFTWARE, notwithstanding any term to the contrary in this AGREEMENT, your License permits use only if you are a current CITRIX authorized distributor or reseller and then only for demonstration, test, or evaluation purposes in support of your customers. Note that Not for Resale SOFTWARE disables i t s e l f on the time-out date identified in the SOFTWARE readme or documentation. f. Evaluation. If this SOFTWARE is Evaluation SOFTWARE, notwithstanding any term to the contrary in This AGREEMENT, your License permits use only for your internal demonstration, test, or evaluation purposes. Note that Evaluation SOFTWARE disables itself on the time-out date contained in the license X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

283 0 0 0 File and displayed in the License Management Console. g. Developer Edition. If this SOFTWARE is Developer Edition SOFTWARE, notwithstanding any term to the contrary in this AGREEMENT, your License permits use only for your internal development of product(s) to operate in conjunction with the SOFTWARE. You r e c e i v e no License hereunder to incorporate the SOFTWARE or any portion thereof in your own product(s). Note that Developer Edition SOFTWARE disables itself on the time-out date contained in the license file and displayed in the License Management Console. h. Internal Use Only. If this SOFTWARE is Internal Use Only SOFTWARE, notwithstanding any term to the contrary in this AGREEMENT, your License permits use only if you are a current CITRIX authorized distributor or reseller and then only for your own internal business use. Note that Internal Use Only SOFTWARE disables itself on the time-out date contained in the license file and displayed in the License Management Console. i. Archive Copy. You may make one () copy of the SOFTWARE in machine-readable form solely for backup purposes, provided that you reproduce all proprietary notices on the copy. J. Microsoft L i c e n s e. If you access Terminal Server functionality provided by Microsoft operating system products, you need to purchase additional licenses for such use. Consult the license agreements for the Microsoft operating system products you are using to determine which licenses you must acquire.. SUBSCRIPTION RIGHTS. Your subscription for Perpetual License SOFTWARE ( Subscription ) shall begin on the date the User Licenses are delivered to you by . Should User Licenses be delivered to you on a tangible license card, Subscription shall instead begin on the date you request that the User Licenses be allocated to you through mycitrix.com. Subscription shall continue for a one () year term subject to your purchase of annual renewals (the Subscription Term ). During the initial or a renewal Subscription Term, CITRIX may, from time to time, generally make Updates available for licensing to the public. Upon general availability of updates during the Subscription Term, CITRIX shall provide you with Updates for covered Licenses. Subscription Advantage may be purchased for the SOFTWARE until it is no longer offered in accordance with the CITRIX PRODUCT Support Lifecycle Policy posted at You acknowledge that CITRIX may develop and market new or different computer programs or editions of the SOFTWARE that use portions of the SOFTWARE and that perform all or part of the functions performed by the SOFTWARE. Nothing contained in this AGREEMENT shall give you any rights with respect to such new Or different c om p uter programs or editions. You also acknowledge that CITRIX is not obligated under this AGREEMENT to make any Updates available to the public. Any deliveries of Updates shall be Ex Works CITRIX (Incoterms 000).. SUPPORT. You may buy SUPPORT for the SOFTWARE. SUPPORT shall begin on the date of SUPPORT activation by CITRIX and shall run for a one () year term subject to your purchase of annual renewals. SUPPORT is sold including various combinations of Incidents, technical contacts, coverage hours, geographic coverage areas, technical relationship management coverage, and infrastructure assessment options. An Incident is defined as a single SUPPORT issue and reasonable effort(s) needed to resolve it. An Incident may require multiple telephone calls and offline research to achieve final resolution. The Incident severity will determine the response levels for the SOFTWARE. Unused Incidents expire at the end of each annual term. SUPPORT may be purchased for the SOFTWARE until it is no longer offered in accordance with the CITRIX PRODUCT Support Lifecycle Policy posted at SUPPORT will be provided remotely from CITRIX to your locations. Where on-site visits are mutually agreed upon, you will be billed for reasonable travel and living expenses in accordance with your travel policy. CITRIX performance is predicated upon the following responsibilities being fulfilled by you: (i) you will designate a Customer Support Manager ( CSM ) who will be the primary administrative contact; (ii) you will designate Named Contacts (including a CSM), preferably each CITRIX certified, and each Named Contact (excluding CSM) will be supplied with an individual service ID number for contacting SUPPORT; (iii) you agree to perform reasonable problem determination activities and to perform reasonable problem resolution activities as suggested by CITRIX. You agree to cooperate with such requests; (IV) y o u are responsible for implementing p r o c e d u r e s necessary to safeguard the integrity and security of SOFTWARE and data from unauthorized access and for reconstructing Any lost or altered files resulting from catastrophic failures; (v) you are responsible for procuring, installing, and maintaining all equipment, telephone lines, communications interfaces, and other hardware at your site and providing CITRIX with access to your facilities as required to operate the SOFTWARE and permitting CITRIX to perform the service called for by this AGREEMENT; and (vi) you are required to implement all currently available and applicable hotfixes, hotfix rollup packs, and service packs or their equivalent to the SOFTWARE in a timely manner. CITRIX is not required to provide any SUPPORT relating to problems arising out of: (i) your customization to the operating system or environment that adversely affects the SOFTWARE; (ii) any alterations of or additions to the SOFTWARE performed by parties other than CITRIX; (iii) use of the SOFTWARE on a processor and peripherals other than the processor and peripherals for which such X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

284 0 0 0 SOFTWARE was designed and licensed for use on; or (iv) SOFTWARE that has reached End-of-Life. In situations where C I T R I X c a n n o t provide a satisfactory resolution to your critical problem through normal SUPPORT methods, CITRIX may engage its product development team to create a private fix. Private fixes are designed to address your specific situation and may not be distributed by you outside your organization without written c o n s e n t from CITRIX. CITRIX retains all right, title, and interest in and to all private fixes. Any hotfixes or private fixes are not SOFTWARE under the terms of this AGREEMENT and they are not covered By the Limited Warranty or Infringement Indemnification applicable to SOFTWARE, to the extent permitted by applicable law. With respect to infrastructure assessments or other consulting services, all intellectual property rights in all reports, preexisting works and derivative works of such preexisting works, as well as installation scripts and other deliverables and developments made, conceived, created, discovered, invented, or reduced to practice in the performance of the assessment are and shall remain the sole and absolute property of CITRIX, subject to a worldwide, nonexclusive License to you for internal use.. DESCRIPTION OF OTHER RIGHTS, LIMITATIONS, AND OBLIGATIONS. Unless expressly permitted by applicable law, you may not transfer, rent, timeshare, or lease the SOFTWARE. If you purchased Licenses for the SOFTWARE to replace other CITRIX Licenses for other CITRIX SOFTWARE and such replacement is a Condition of the transaction, you agree to destroy those other CITRIX Licenses and retain no copies after Installation of the new Licenses and SOFTWARE. You shall provide the serial numbers of such replaced Licenses and corresponding replacement Licenses to the reseller, and upon request, directly to CITRIX for license tracking purposes. Except as specifically licensed herein, you may not modify, translate, reverse engineer, decompile, disassemble, create derivative works based on, or copy (except for backup as permitted above) the SOFTWARE, except to the extent such foregoing restriction is expressly prohibited by applicable Law. You m a y not remove any proprietary n o t i c e s, labels, or marks on any SOFTWARE. To the extent permitted by applicable law, you agree to allow CITRIX to audit your compliance with the terms of this AGREEMENT upon prior written notice during normal business hours. Notwithstanding t h e foregoing, this AGREEMENT shall not prevent or restrict you from exercising additional or different rights to any free, open source code, documentation, and materials contained in or provided with the SOFTWARE in accordance with The applicable free, open source license for such code, documentation, and materials. YOU MAY NOT USE, COPY, MODIFY, OR TRANSFER THE SOFTWARE OR ANY COPY IN WHOLE OR IN PART, OR GRANT ANY RIGHTS IN THE SOFTWARE OR ACCOMPANYING DOCUMENTATION, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. ALL RIGHTS NOT EXPRESSLY GRANTED ARE RESERVED BY CITRIX OR ITS SUPPLIERS. You hereby agree, that to the extent that any applicable mandatory laws (such as, for example, national laws implementing EC Directive /0 on the Legal Protection of Computer Programs) give you the right to perform any of the aforementioned activities without the consent of CITRIX to gain certain information about The SOFTWARE, before you exercise any such rights, you shall first request such information from CITRIX in writing detailing t h e purpose for which y o u need the information. Only if a n d after CITRIX, at its sole discretion, partly or completely denies your request, shall you exercise your statutory rights.. INFRINGEMENT INDEMNIFICATION. CITRIX s h a l l indemnify a n d defend, or at its option, settle any claim, suit, or proceeding brought against you based on an allegation that the SOFTWARE infringes upon any patent or copyright of any third party ( Infringement Claim ), provided you promptly notify CITRIX in writing Of your notification or discovery of an Infringement Claim such that CITRIX is not prejudiced by any delay in Such notification. CITRIX will have sole control over the defense or settlement of any Infringement Claim and you will provide reasonable assistance in the defense of the same. Following notice of an Infringement Claim or if CITRIX believes such a claim is likely, CITRIX may at its sole expense and option: (i) procure for you the Right to continue to use the alleged infringing SOFTWARE; (ii) replace or modify the SOFTWARE to make it no infringing; or (iii) accept return of the SOFTWARE and provide you with a refund as appropriate. CITRIX assumes no liability for any Infringement Claims or allegations of infringement based on: (i) your use of the SOFTWARE after notice that you should cease use of the same due to an Infringement C l a i m ; (ii) any modification of the SOFTWARE by you or at your direction; or (iii) your combination of the SOFTWARE with Other programs, data, hardware, or other materials, if such Infringement Claim would have been avoided by the use of t h e SOFTW ARE alone. THE FOREGOING STATES YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY INFRINGEMENT CLAIM.. LIMITED WARRANTY AND DISCLAIMER. CITRIX warrants that for a period of ninety (0) days from the date of delivery of the SOFTWARE to you, the SOFTWARE will perform substantially in accordance with the CITRIX PRODUCT documentation published by CITRIX and included with the PRODUCT. CITRIX and its suppliers entire liability and your exclusive remedy under this warranty (which is subject to you returning the SOFTWARE to CITRIX or an authorized reseller) will be, at the sole option of CITRIX and subject to applicable law, to replace the media and/or SOFTWARE or to refund the purchase price and terminate this AGREEMENT. CITRIX will provide the SUPPORT requested by you in a professional and workmanlike manner, but CITRIX cannot guarantee that every question or problem raised by you will be resolved or resolved X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

285 0 0 0 In a certain amount of time. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR THE ABOVE LIMITED WARRANTY FOR SOFTWARE, CITRIX AND ITS SUPPLIERS MAKE AND YOU RECEIVE NO WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE; AND CITRIX AND ITS S U P P L I E R S SPECIFICALLY DISCLAIM WITH RESPECT TO SOFTWARE, UPDATES, SUBSCRIPTION ADVANTAGE, AND SUPPORT ANY CONDITIONS OF QUALITY, AVAILABILITY, RELIABILITY, SECURITY, LACK OF VIRUSES, BUGS, OR ERRORS, AND ANY IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. THE SOFTWARE IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE OR DISTRIBUTION WITH ANY EQUIPMENT THE FAILURE OF WHICH COULD LEAD DIRECTLY TO D E A T H, PERSONAL INJURY, OR S E V E R E PHYSICAL OR ENVIRONMENTAL DAMAGE. YOU ASSUME THE RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE AND HARDWARE TO A C H I E V E Y O U R I N T E N D E D RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE AND HARDWARE.. PROPRIETARY RIGHTS. No title to or ownership of the SOFTWARE is transferred to you. CITRIX and/or Its licensors own and retain all title and ownership of all intellectual property rights in and to the SOFTWARE, including any adaptations or copies. You acquire only a limited License to use the SOFTWARE.. EXPORT RESTRICTION. You agree that you will not export, report, or import the SOFTWARE in any form without the appropriate government licenses. You understand that under no circumstances may the SOFTWARE be exported to any country subject to U.S. embargo or to U.S.-designated denied persons or prohibited entities or U.S. specially designated nationals. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT NEITHER CITRIX NOR ITS AFFILIATES, SUPPLIERS, OR AUTHORIZED DISTRIBUTORS SHALL BE LIABLE FOR ANY LOSS OF DATA OR PRIVACY, LOSS OF INCOME, LOSS OF OPPORTUNITY OR PROFITS, COST OF RECOVERY, LOSS ARISING FROM YOUR USE OF THE SOFTWARE OR SUPPORT, OR DAMAGE ARISING FROM YOUR USE OF THIRD PARTY SOFTWARE OR HARDWARE OR A N Y OTHER SPECIAL, I N C I D E N T A L, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT; OR THE USE OF THE SOFTWARE OR SUPPORT, REFERENCE MATERIALS, OR ACCOMPANYING DOCUMENTATION; OR YOUR EXPORTATION, REEXPORTATION, OR IMPORTATION OF THE SOFTWARE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF CITRIX, ITS AFFILIATES, SUPPLIERS, OR AUTHORIZED DISTRIBUTORS HAVE BEEN ADVISED OF T H E POSSIBILITY OF SUCH DAMAGES. TO THE E X T E N T PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LIABILITY OF CITRIX, ITS AFFILIATES, S U P P L I E R S, O R AUTHORIZED DISTRIBUTORS EXCEED THE AMOUNT PAID FOR THE SOFTWARE OR SUPPORT AT ISSUE. YOU ACKNOWLEDGE THAT THE LICENSE OR SUPPORT FEE REFLECTS THIS ALLOCATION OF RISK. SOME JURISDICTIONS DO N O T ALLOW THE LIMITATION OR E X C L U S I O N O F LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. For purposes of this AGREEMENT, the term CITRIX AFFILIATE shall mean any legal entity fifty percent (0%) or more of the voting interests in which are owned directly or indirectly by Citrix Systems, Inc. Affiliates, suppliers, and authorized distributors are intended to be third party beneficiaries of this AGREEMENT. 0. TERMINATION. This AGREEMENT is effective until terminated. You may terminate this AGREEMENT at any time by removing the SOFTWARE from your computers and destroying all copies and providing written Notice to C I T R I X with the s e r i a l n u m b e r s of the t e r m i n a t e d l i c e n s e s. CITRIX may t e r m i n a t e this AGREEMENT at any time for your breach of this AGREEMENT. Unauthorized copying of the SOFTWARE or the accompanying documentation or otherwise failing to comply with the license grant of this AGREEMENT will result in automatic termination of this AGREEMENT and will make available to CITRIX all other legal remedies. You agree and acknowledge that your material breach of this AGREEMENT shall cause CITRIX irreparable harm for which monetary damages alone would be inadequate and that, to the extent permitted by applicable law, CITRIX shall be entitled to injunctive or equitable relief without the need for posting a bond. Upon termination of this AGREEMENT, the License granted herein will terminate and you must immediately destroy the SOFTWARE and accompanying documentation, and all backup copies thereof.. U.S. GOVERNMENT END-USERS. If you are a U.S. Government agency, in accordance with Section. of the Federal Acquisition Regulation ( CFR. (October )) and Sections.0- and.0- of the Defense Federal Acquisition Regulation Supplement ( CFR.0-,.0- (June )), you X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx 0 OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

286 0 0 0 hereby acknowledge that the SOFTWARE constitutes Commercial Computer Software and that the use, duplication, and disclosure of the SOFTWARE by the U.S. Government or any of its agencies is governed by, and is subject to, all of the terms, conditions, restrictions, and limitations set forth in this standard commercial license AGREEMENT. In the event that, for any reason, Sections.,.0- or.0- are deemed not applicable, you hereby acknowledge that the Government s right to use, duplicate, or disclose the SOFTWARE are Restricted Rights as defined in CFR Section.-(c)() and () (June ), or DFARS.-0(a)() (June ), as applicable. Manufacturer is Citrix Systems, Inc., West Cypress Creek Road, Fort Lauderdale, Florida, 0.. AUTHORIZED DISTRIBUTORS AND RESELLERS. CITRIX authorized distributors and resellers do not have the right to make modifications to this AGREEMENT or to make any additional representations, commitments, or warranties binding on CITRIX.. CHOICE OF LAW AND VENUE. If provider is Citrix Systems, Inc., this AGREEMENT will be governed by the laws of the State of Florida without reference to conflict of laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods, and in any dispute arising out of this AGREEMENT, you consent to the exclusive personal jurisdiction and venue in the State and Federal courts within Broward County, Florida. If provider is Citrix Systems International GmbH, this AGREEMENT will be governed by the laws of Switzerland without reference to the conflict of laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods, and in any dispute arising out of this AGREEMENT, you consent to the exclusive personal jurisdiction and venue of the competent courts in the Canton of Zurich. If provider is Citrix Systems Asia Pacific Pty Ltd, this AGREEMENT will be governed by the laws of the State of New South Wales, Australia and excluding the United Nations Convention on Contracts for the International Sale of Goods, and in any dispute arising out of this AGREEMENT, you consent to the exclusive personal jurisdiction and venue of the competent courts sitting in the State of New South Wales. If any provision of this AGREEMENT is invalid or unenforceable under applicable law, it shall be to that extent deemed omitted and the remaining provisions will continue in full force and effect. To the extent a provision is deemed omitted, the parties agree to comply with the remaining terms of this AGREEMENT in a manner consistent with the original intent of the AGREEMENT.. HOW TO CONTACT CITRIX. Should you have any questions concerning this AGREEMENT or want to contact CITRIX for any reason, write to CITRIX at the following address: Citrix Systems, Inc., Customer Service, West Cypress Creek Road, Ft. Lauderdale, Florida 0; Citrix Systems International GmbH, Rheinweg, CH-00 Schaffhausen, Switzerland; or Citrix Systems Asia Pacific Pty Ltd., Level, Julius Ave., Riverside Corporate Park, North Ryde NSW, Sydney, Australia.. TRADEMARKS. Citrix, XenApp, XenServer, and XenDesktop are trademarks and/or registered trademarks of Citrix Systems, Inc. in the U.S. and other countries. Microsoft is a registered trademark of Microsoft Corporation in the U.S. and other countries. CTX_code: DE_P_A X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

287 Definitions. SenSage: means SenSage, Inc. SENSAGE, INC. PASS-THROUGH PROVISIONS Agreement: means this End User License Agreement which consists of this Agreement, any attachments and any and all Order Forms executed by SenSage and Licensee which reference this Agreement. Documentation: means any technical specification documentation generally made available by SenSage to its customers with regard to the Software. Licensee: means the customer and end user of the Software identified in the applicable Order Form. Order Form: means the SenSage purchase agreement under which the Software licenses and related services were purchased by Licensee. Software: means the SenSage software products in object code form specified in an Order Form. Software shall also include any Updates and/or Upgrades to the same Software product provided to or purchased by Licensee under this Agreement. Unless otherwise noted, the Software and Documentation are referred to collectively herein as Software.. License.. Grant of License. Subject to all of the terms and conditions of this Agreement, SenSage grants Licensee a non-transferable, non-sublicensable, non-exclusive license to use the Software, but only in accordance with (i) the Documentation, (ii) this Agreement and (iii) any term, user, central processing unit ( cpu ), computer, field of use or other restrictions set forth in the applicable Order Form.. Installation and Copies: Licensee may copy and install on Licensee's computers for use only by Licensee's employees as many copies of the Software as is designated in the applicable Order Form. Licensee may also make a reasonable number of copies of the Software for non-production development purposes, backup, disaster recovery and archival purposes.. License Restrictions. Licensee shall not (and shall not allow any third party to): (a) decompile, disassemble, or otherwise reverse engineer the Software or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Software by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions); (b) distribute, sell, sublicense, rent, lease or use the Software (or any portion thereof) for time sharing, hosting, service provider or like purposes; (c) remove any product identification, proprietary, copyright or other notices contained in the Software; (d) modify any part of the Software, create a derivative work of any part of the Software, or incorporate the Software into or with other software, except to the extent expressly authorized in writing by SenSage; or (e) publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Software.. Ownership. Notwithstanding anything to the contrary contained herein (except for the limited license rights expressly provided herein), SenSage and its suppliers have and will retain all rights, title and interest in and to the Software (including, without limitation, all patent rights, copyrights, trademarks, service marks, related goodwill, and confidential and proprietary information) and all modifications to, and derivative works based upon, the Software.. Payment. All payments shall be made in U.S. dollars within thirty (0) days of Licensee s receipt of the applicable invoice, unless otherwise specified in writing by SenSage. Licensee shall be responsible for all taxes, withholdings, duties and levies arising from the order (excluding taxes based on the net income of SenSage). Any late payments shall be subject to a service charge equal to.% per month of the amount due or the maximum amount allowed by law, whichever is less.. Term of Agreement.. Term. This Agreement is effective as of the Effective Date and expires on the day that the term of license for all Software licensed hereunder has expired (the Term ). X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

288 Termination. Either party may terminate this Agreement (including all related Order Forms) if the other party: (a) fails to cure any material breach of this Agreement within thirty (0) days after written notice of such breach; (b) ceases operation without a successor; (c) or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (0) days)). Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.. Survival. Upon any expiration or termination of this Agreement, Licensee shall cease any and all use of the Software and destroy all copies thereof and so certify to SenSage in writing. Sections. (License Restrictions), (Ownership), (Payment), (Term of Agreement),. (Disclaimer of Warranties), (Limitation of Remedies and Damages), (Confidential Information) and (General) shall survive any termination or expiration of this Agreement.. Limited Warranty and Disclaimer.. Limited Warranty. SenSage warrants to Licensee that for a period of ninety (0) days from the Effective Date (the Warranty Period ), the Software shall operate in substantial conformity with the Documentation. SenSage does not warrant that Licensee s use of the Software will be uninterrupted or error-free. SenSage s sole liability (and Licensee s exclusive remedy) for any breach of this warranty shall be, in SenSage s sole discretion, to use commercially reasonable efforts to provide Licensee with an errorcorrection or work-around which corrects the reported non-conformity, or if SenSage determines such remedies to be impracticable within a reasonable period of time, to refund the license fee paid for the Software. SenSage shall have no obligation with respect to a warranty claim unless notified of such claim within the Warranty Period.. Exclusions. The above warranty shall not apply: (i) if the Software is used with hardware or software not specified in the Documentation; (ii) if any modifications are made to the Software by Licensee or any third party; (iii) to defects in the Software due to accident, abuse or improper use by Licensee; or (iv) to any thirdparty code provided with the Software or code provided on a no charge or evaluation basis.. Disclaimer. THIS SECTION IS A LIMITED WARRANTY, AND SETS FORTH THE ONLY WARRANTIES MADE BY SENSAGE. NEITHER SENSAGE NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. LICENSEE MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE LIMITED WARRANTY PERIOD.. Support & Maintenance. Licensee shall be entitled to the level of Support & Maintenances specified and paid for by Licensee in the applicable Order Form. Support shall be provided subject to the Support & Maintenance Terms attached hereto and incorporated into this Agreement by this reference.. Professional Services. SenSage shall provide the number of person-days of professional consulting services ( Professional Services ) purchased in the applicable Order Form. The parties acknowledge that the scope of the Professional Services provided hereunder consists solely of: (i) assistance with Software installation, deployment, and usage; and/or (ii) development and/or delivery of additional related SenSage copyrighted software or code. Licensee shall have a license right to use anything delivered as part of the Professional Services subject to the terms of its license to use the Software, but SenSage shall retain all right, title and interest in and to any such work product, code or Software and any derivative, enhancement or modification thereof created by SenSage (or its agents).. Limitation of Remedies and Damages.. NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THIS SECTION. SHALL NOT APPLY TO LICENSEE WITH RESPECT TO ANY CLAIM ARISING UNDER THE SECTIONS TITLED LICENSE RESTRICTIONS OR CONFIDENTIAL INFORMATION.. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, SENSAGE S ENTIRE LIABILITY TO LICENSEE UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY LICENSEE TO SENSAGE UNDER THIS AGREEMENT.. The parties agree that the limitations specified in this Section will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

289 Indemnification. SenSage shall indemnify and hold harmless Licensee from and against any claim of infringement of a United States, Canadian, European Union, Japanese or Australian ( Covered Country ) patent, Covered Country copyright, or Covered Country trademark or Covered Country trade secret asserted against Licensee by a third party based upon Licensee s authorized use of the Software, provided that SenSage shall have received from Licensee: (i) prompt notice of such claim (but in any event notice in sufficient time for SenSage to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, and/or settlement of such claim; and (iii) all reasonable necessary cooperation of Licensee. If Licensee s use of any of the Software is, or in SenSage s opinion is likely to be, enjoined due to the type of infringement specified above, or if required by settlement, SenSage may, in its sole discretion: (a) substitute for the Software substantially functionally similar programs and documentation; (b) procure for Licensee the right to continue using the Software; or if (a) and (b) are commercially impracticable, (c) terminate the Agreement and refund the license fee paid by Licensee as reduced to reflect a five () year straight-line depreciation from the applicable license purchase date. The foregoing indemnification obligation of SenSage shall not apply: () if the Software is modified by any party other than SenSage, but solely to the extent the alleged infringement is caused by such modification; () the Software is combined with other non-sensage products or process not authorized by SenSage, but solely to the extent the alleged infringement is caused by such combination; () to any unauthorized use of the Software; or () to any third-party code contained within the Software. THIS SECTION 0 SETS FORTH SENSAGE S SOLE LIABILITY AND LICENSEE S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.. Confidential Information. Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains ( Receiving Party ) from the disclosing party ( Disclosing Party ) constitute the confidential property of the Disclosing Party ( Confidential Information ), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any software, documentation or technical information provided by SenSage (or its agents) shall be deemed Confidential Information of SenSage without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.. General.. Assignment. This Agreement will bind and inure to the benefit of each party s permitted successors and assigns. SenSage may assign this Agreement to any affiliate or to any assignee of all or substantially all of SenSage s assets (whether pursuant to a merger, change of control or otherwise). Licensee may not assign or transfer this Agreement, in whole or in part, without SenSage s written consent. Any attempt to transfer or assign this Agreement without such written consent will be null and void.. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.. Governing Law; Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. Unless waived by SenSage in its sole discretion, the jurisdiction and venue for actions related to the subject matter hereof shall be the California state and United States federal courts located in San Francisco, California, and both parties hereby submit to the personal jurisdiction of such courts.. Attorneys Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys fees and costs in connection with such action.. Notices and Reports. Any notice or report hereunder shall be in writing to the notice address set forth above and shall be deemed given: (i) upon receipt if by personal delivery; (ii) upon receipt if sent by certified or registered U.S. mail (return receipt requested); or (iii) one day after it is sent if by next day delivery by a major commercial delivery service.. Amendments; Waivers. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

290 0 0 0 waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Licensee will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect.. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.. Audit Rights. Upon SenSage s written request, Licensee shall furnish SenSage with a signed certification certifying that the Software is being used pursuant to the terms of this Agreement including any copy and user limitations. With prior reasonable notice, SenSage may audit the copies of the Software in use by Licensee provided such audit is during regular business hours; Licensee is responsible for such audit costs only in the event the audit reveals a discrepancy, of five percent (%) or greater, on the part of Licensee.. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party s behalf without the other party s prior written consent..0 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events, which occur after the signing of this Agreement and which are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of license by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.. Government End-Users. As defined in U.S. Federal Acquisition Regulations (FAR), the Software and documentation licensed in this Agreement are deemed to be commercial items and commercial computer software and commercial computer software documentation. Consistent with applicable FAR sections, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement. Further, Licensee represents and warrants that it is not a governmental entity or agency nor a quasi-governmental entity or agency.. Third-Party Code. If designated in the Documentation, the Software may contain or be provided with certain third-party code (including code which may be made available in source code form). Ownership, use, warranty and other rights and terms with respect to any such designated code shall be as expressly set forth in the Documentation.. Export Compliance. Licensee acknowledges that the Software is subject to export restrictions by the United States government and import restrictions by certain foreign governments. Licensee shall not and shall not allow any third-party to remove or export from the United States or allow the export or reexport of any part of the Software or any direct product thereof: (i) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Serbia, Sudan, Syria or Taliban Occupied Afghanistan; (ii) to anyone on the U.S. Commerce Department s Table of Denial Orders or U.S. Treasury Department s list of Specially Designated Nationals; (iii) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (iv) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. Licensee agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. The Software is further restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology without the prior permission of the United States government. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page 0 of 0

291 0 0 0 / PLEASE READ THE FOLLOWING TERMS AND CONDITIONS This Product contains computer programs and other proprietary material and information, the use of which is subject to and expressly conditioned upon acceptance of this end-user license and service agreement ( Agreement ). This Agreement is a legally binding document between the organization that will make end-use of the Product (the Customer ) and EMC (which means (i) EMC Corporation, if Customer is located in the United States; (ii) the local EMC sales subsidiary, if Customer is located in a country in which EMC Corporation has a local sales subsidiary; and (iii) EMC (Benelux) B.V., S.a.r.l., if Customer is located outside the United States and in a country in which EMC Corporation does not have a local sales subsidiary). Unless EMC agrees otherwise in writing, this Agreement governs Customer's use of the Product except to the extent all or portion of the Product: (a) is the subject of a separate written agreement; (b) is the X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

292 0 0 0 subject of a separate written agreement between Customer and a Distributor (provided such complies with EMC s agreement with the Distributor), or (c) is governed by a third party licensor s terms and conditions. Capitalized terms have the definitions in Section or as otherwise indicated below. By clicking on the Agree or Accept or similar button at the end of this Agreement, or proceeding with the installation, use or reproduction of this Product, or authorizing any other person to do so, you are representing to EMC that you are authorized to bind the Customer, and that you are agreeing on behalf of the Customer that the terms of this Agreement shall govern the relationship of the parties with regard to the subject matter in this Agreement and are waiving any rights, to the maximum extent permitted by applicable law, to any claim anywhere in the world concerning the enforceability or validity of this Agreement. If the terms of this Agreement are considered an offer by EMC, acceptance by Customer is expressly limited to the terms of this Agreement, to the exclusion of all other terms. If you do not have authority to agree to the terms of this Agreement on behalf of the Customer, or do not accept the terms of this Agreement, (i) click on the Cancel or Decline or other similar button at the end of this Agreement and/or immediately cease any further attempt to install or use this Product for any purpose, (ii) remove any partial or full copies made from this Product; and (iii) return the Product, along with proof of purchase, to the company from whom you obtained the Product. In such event, no license shall be deemed to have been granted by EMC.. DEFINITIONS. A. Confidential Information means and includes the terms of this Agreement (including all Quotes), the Products and Support Tools and all confidential and proprietary information of EMC or Customer, including without limitation, all business plans, product plans, financial information, software, designs, and technical, business and financial data of any nature whatsoever, provided that such information is marked or designated in writing as confidential, proprietary, or any other similar term or designation. Confidential Information does not include information that is (i) rightfully in the receiving party s possession without obligation of confidentiality prior to receipt from the disclosing party, (ii) a matter of public knowledge through no fault of the receiving party, (iii) rightfully furnished to the receiving party by a third party without restriction on disclosure or use; or (iv) independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. B. Customer means either (i) a natural person who is personally bound by the terms of this Agreement and utilizes the Product for personal use and not within the scope of employment with a business entity; or (ii) a business entity, its officers, directors, proprietors, trustees, owners, principals, employees, contractors, agents or representatives. C. Distributor means a reseller, distributor, system integrator, service provider, independent software vendor, value-added reseller, OEM or other partner that is authorized by EMC to license the Product to end users. The term shall also refer to any third party duly authorized by a Distributor to license the Products to end users. D. Documentation means the then-current, generally available, written user manuals and online help and guides for the Product provided by EMC. E. Evaluation Product means a copy of the generally available or pre-release version of EMC software product which contains this Agreement, and any copies made by or on behalf of Customer, and all Documentation for the foregoing, licensed for a limited duration for the specific purpose of evaluation prior to licensing or purchase. F. Product means the EMC software product which contains this Agreement, and any copies made by or on behalf of Customer, Software Releases, and all Documentation for the foregoing. Products do not include Evaluation Products. G. Product Notice means the then-current notice by which EMC informs Customer of a Product s then-current use rights and restrictions, warranty term, warranty upgrade and maintenance terms. Product Notices may be delivered by means of Quotes, written notices, contract riders and/or a posting on the applicable EMC website, currently located at The terms of all applicable Product Notices shall be deemed incorporated into and made a part of this Agreement. H. Quote(s) means one or more documents issued by EMC or a Distributor which identifies this Product, Evaluation Product, and/or a related Service, the applicable pricing and sufficient other information to complete the transaction. I. Service means all services provided by EMC pursuant to this Agreement, if any. J. Software Release means any new version of Product that is made generally available by EMC to customers who are current in the payment of maintenance and support fees, but does not mean a new Product. K. Support Tools means any hardware, software and other tools and/or utilities used by EMC to perform diagnostic or remedial activities in connection with Products. L. User means Customer s agents, employees, consultants or independent contractors authorized by Customer to use the Products on Customer s behalf.. ORDERING, PRICING AND PAYMENT. A. Products EMC Quotes. A Quote issued by EMC to Customer will be deemed accepted by Customer when Customer places an order by: (i) signing the Quote and returning it to EMC, (ii) issuing a purchase order for the Products and/or Services on the Quote, or (iii) sending EMC an or other writing accepting the Quote. A Customer order is complete as to Products when the Product is made available to Customer. Following EMC s completion of an order or portion thereof, EMC will issue an invoice for the Products with respect to which the order is completed, such invoice to reflect the price for such Products as set forth on the Quote. Customer shall pay EMC the price stated on the invoice and also pay or reimburse EMC for all related taxes or withholdings, except for those taxes based on EMC s net income. If Customer is required to withhold taxes, then Customer will forward any withholding receipts to EMC at tax@emc.com. All amounts are due in the currency stated on the Quote X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

293 0 0 0 and in full 0 days after the date of EMC's invoice, with interest accruing thereafter at the lesser of.% per month or the highest lawful rate. B. Products Distributor Quotes. Customer shall not be liable to EMC for payment related to Products or Services obtained by Customer through a Distributor. EMC s delivery obligation with respect to Quotes issued by a Distributor and accepted by Customer is complete when EMC makes the Product available to Customer or to Distributor for delivery to Customer, as the case may be. Any terms and conditions in a Quote issued by Distributor or any purchase order or other ordering documentation issued by Customer to Distributor shall not be binding upon EMC for any reason. C. Delivery. Product may be provided by shipment of physical media or by electronic means, if available. Title and risk of loss to physical media, if any, transfers to Customer upon shipment except for Canada, where such title and risk of loss pass when at the time and place when the media clears Canadian Customs. Customer shall pay all shipment related charges and transit insurance. D. Audit Rights. EMC shall have the right to audit Customer s usage of the Product to confirm compliance with the terms of the Agreement and the Quote. Should such audit indicate usage of Product in excess of that for which Customer has paid, in addition to any other rights EMC may have for breach of this Agreement and the Quote, Customer shall promptly reconcile its account with EMC and pay the EMC invoice, either directly or through the applicable Distributor designated by EMC, if any, that results from such reconciliation.. RIGHT TO USE A. LICENSE GRANT. Subject to Customer s compliance with this Agreement, the Product Notice, and payment of all license fees, EMC grants to Customer a nonexclusive, perpetual (except as otherwise set forth in the applicable Product Notice and/or Quote), and non-transferable license (with no right to sublicense) to use the Product for internal business purposes only, for the number of applicable licensing units and in accordance with any other license terms or restrictions set forth in the Product Notice and/or Quote. The foregoing license shall commence on the date of shipment or physical media, if any or electronic availability of such Product to Customer. Documentation is licensed solely for purposes of supporting Customer s use of the Product as permitted in this Section. B. EVALUATION PRODUCTS. For an Evaluation Product, subject to Customer s compliance with this Agreement and the Product Notice, EMC grants to Customer a nonexclusive, revocable, limited term, and non-transferable license (with no right to sublicense) to use such Evaluation Product for non-production evaluation purposes only, for the number of applicable licensing units and in accordance with any other license terms or restrictions set forth in the Product Notice and/or Quote. The foregoing license shall commence on the date of shipment or electronic availability of such Evaluation Product to Customer for a period not to exceed thirty (0) days ( Evaluation Period ). Documentation is licensed solely for purposes of supporting Customer s use of the Evaluation Product as permitted in this Section. Customer shall not, without EMC's prior written consent, copy, provide, disclose or otherwise make available the Evaluation Product in any form to anyone other than Customer's Representative, who shall use the Evaluation Product solely for Customer s internal evaluation purposes in a manner consistent with this Section. Customer shall be fully responsible to EMC for the compliance of its Representatives herewith. Customer shall not disclose the results of any comparative or competitive analyses, benchmark testing, infringement testing, or analyses of EMC s products to any third party. Customer hereby assigns to EMC all of Customer s right, title and interest in any feedback related to any pre-release version of the Evaluation Product. EMC does not commit, promise, or agree to finally release and/or offer for sale the Evaluation Product, whether or not perfected. EMC reserves the right to unilaterally cease and abandon any Evaluation Product development project at any time without any obligation or liability whatsoever. Customer shall have no obligation or commitment to license an Evaluation Product, whether such is subsequently perfected or not. Evaluation Products are Confidential Information under this Agreement. EMC does not provide maintenance or support for any Evaluation Product. CUSTOMER RECOGNIZES THAT EVALUATION PRODUCTS MAY HAVE DEFECTS OR DEFICIENCIES WHICH CANNOT OR MAY NOT BE CORRECTED BY EMC. EMC shall have no liability to Customer for any action (or any prior related claims) brought by or against Customer alleging that Customer s sale, use or other disposition of any Evaluation Product infringes any patent, copyright, trade secret or other intellectual property right. In event of such an action, EMC retains the right to terminate this Agreement and take possession of the Evaluation Product. THIS SECTION STATES EMC S ENTIRE LIABILITY WITH RESPECT TO ALLEGED INFRINGEMENTS OF INTELLECTUAL PROPERTY RIGHTS BY THE EVALUATION PRODUCT OR ANY PART OF THEM OR BY THEIR OPERATION. C. License Restrictions. All Product licenses granted herein are for use of object code only. Customer may copy the Product for backup purposes only, and may copy Documentation as reasonably necessary in connection with Customer s authorized internal use of the Product. Customer shall not, without EMC's prior written consent, use Product in a service bureau or similar capacity, or copy, provide, disclose or otherwise make available Product in any form to anyone other than Customer's Users, who shall use Product solely for Customer's internal business purposes in a manner consistent with this Agreement. Customer shall be fully responsible to EMC for the compliance of Customer s Users herewith.. WARRANTY AND DISCLAIMER. A. Duration. The warranty term for the Products shall be as set forth in the applicable Product Notice in effect as of the date of the Quote under which Customer ordered each Product. In the event of a conflict between the Product Notice and this Agreement, the Product Notice shall control. Evaluation Products contain no warranty and are provided to Customer AS IS. B. Product Warranty. EMC warrants that, from the date of shipment or the date of electronic availability, as applicable, the Product (excluding Product Releases) will substantially conform to the applicable Documentation for such Software. EMC does not warrant that the operation of the Product shall be uninterrupted or error free, or that all defects can be corrected. EMC s entire liability and Customer s exclusive remedies under the warranties described in this Section shall be for EMC, at its option, to use reasonable efforts to remedy such defects or performance failure or to replace the affected Product. If EMC is unable to make the affected Product operate as warranted within a reasonable time, then EMC shall refund the amount received by EMC for the affected Product upon return of the specific Software to EMC or its Distributor. The foregoing shall not void any supplementary remedies made available to Customer by a Distributor, with respect to which EMC shall have no liability or obligation. C. Warranty Exclusions. Except as expressly stated in the applicable warranty set forth in this Agreement, and to the maximum extent permitted X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

294 0 0 0 by law, EMC (including its suppliers) provides Product and Evaluation Product AS IS and makes no other express or implied warranties, written or oral, and ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE.. PRODUCT SUPPORT. A. Support and Maintenance. If Customer has purchased maintenance or support Services for the Product from EMC, such shall be delivered by EMC as specified in applicable Product Notices. If Customer ceases support and later wishes to re-instate support, then re-instatement may be subject to certification at EMC s then-current rates. If Customer has purchased maintenance or support Services for the Product from a Distributor, then such shall be delivered as specified in Customer s agreement with the Distributor. B. Support Tools. Support Tools are owned by or licensed to EMC. Customer authorizes EMC to store Support Tools and spare parts at the installation site and agrees that such are for use only by EMC authorized personnel. Customer shall not make, and shall use reasonable care to prohibit its personnel or any third party from making any copies, use, disclosure or transfer of Support Tools and/or such spare parts. EMC is authorized, upon the conclusion of any maintenance or warranty period or at any other time, upon reasonable notice to Customer, to enter the installation site, or to use remote means, to remove and/or disable Support Tools and spare parts and Customer shall reasonably cooperate in this effort.. CONFIDENTIALITY. Each party shall (i) use Confidential Information of the other party only for the purposes of exercising rights or performing obligations in connection with this Agreement, and (ii) use at least reasonable care to protect from disclosure to any third parties any Confidential Information disclosed by the other party for a period from EMC s issuance of the first Quote until three () years following the termination date of this Agreement, except with respect to the Products, Evaluation Products and Support Tools, which shall remain Confidential Information until one of the exceptions stated in Section (A) above applies. Notwithstanding the foregoing, a receiving party may disclose Confidential Information pursuant to a valid order of a court or authorized government agency provided that the receiving party has given the disclosing party prompt notice so that the disclosing party will have an opportunity to defend, limit or protect against such disclosure.. OWNERSHIP AND RESTRICTIONS. Products and Evaluation Products are licensed only. No title to, or ownership of, the Products or Evaluation Products is transferred to Customer. Customer shall reproduce and include copyright and other proprietary notices on and in any copies, including but not limited to partial, physical or electronic copies, of the Product and Evaluation Products. Neither Customer nor its Users shall modify, enhance, supplement, create derivative works from, reverse assemble, reverse engineer, reverse compile or otherwise reduce to human readable form the Product or Evaluation Products without EMC's prior written consent, nor shall Customer permit any third party to do the same.. INDEMNITY. EMC shall (i) defend Customer against any third party claim that a Product or Service infringes a patent, or a copyright enforceable in a country that is a signatory to the Berne Convention, and (ii) pay the resulting costs and damages finally awarded against Customer by a court of competent jurisdiction or the amounts stated in a written settlement signed by EMC. The foregoing obligations are subject to the following: Customer (a) notifies EMC promptly in writing of such claim, (b) grants EMC sole control over the defense and settlement thereof, (c) reasonably cooperates in response to an EMC request for assistance, and (d) is not in material breach of this Agreement. Should any such Product or Service become, or in EMC s opinion be likely to become, the subject of such a claim, EMC may, at its option and expense, () procure for Customer the right to make continued use thereof, () replace or modify such so that it becomes non-infringing, () request return of the Product and, upon receipt thereof, refund the price paid by Customer, less straight-line depreciation based on a four year useful life for Equipment and a three year useful life for Product, or () discontinue the Service and refund the portion of any pre-paid Service fee that corresponds to the period of Service discontinuation. EMC shall have no liability under this Section to the extent that the alleged infringement arises out of or relates to: (A) the use or combination of a Product or Service with third party products or services, (B) use for a purpose or in a manner for which the Product or Service was not licensed or designed, (C) any modification made by anyone other than EMC, (D) any modifications to a Product or Service made by EMC pursuant to Customer s or a Distributor s specific instructions, (E) any technology owned or licensed by Customer or a Distributor from third parties, (F) any Evaluation Products, or (G) use of any older version of the Product when use of a newer Software Release made available to Customer would have avoided the infringement. THIS SECTION STATES CUSTOMER S SOLE AND EXCLUSIVE REMEDY AND EMC S ENTIRE LIABILITY FOR THIRD PARTY INFRINGEMENT CLAIMS.. LIMITATION OF LIABILITY. A Limitation on Direct Damages. TO MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT WITH RESPECT TO CLAIMS ARISING UNDER SECTION OF THESE GENERAL TERMS AND CONDITIONS, EMC S AND ITS SUPPLIERS TOTAL LIABILITY AND CUSTOMER S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER, ARISING OUT OF PRODUCT, EVALUATION PRODUCT OR SERVICE PROVIDED HEREUNDER, SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY EMC S SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED (i) US$,000,000, FOR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY; AND (ii) THE PRICE PAID BY CUSTOMER TO EMC FOR THE SPECIFIC SERVICE (CALCULATED ON AN ANNUAL BASIS, WHEN APPLICABLE) OR PRODUCT FROM WHICH SUCH CLAIM ARISES, FOR DAMAGE OF ANY TYPE NOT IDENTIFIED IN (i) ABOVE OR OTHERWISE EXCLUDED HEREUNDER. B. No Indirect Damages. TO MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT WITH RESPECT TO CLAIMS REGARDING VIOLATION OF EMC S INTELLECTUAL PROPERTY RIGHTS OR CLAIMS ARISING UNDER SECTIONS OR ABOVE, NEITHER CUSTOMER NOR EMC (INCLUDING EMC S SUPPLIERS) SHALL HAVE LIABILITY TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE POSSIBILITY THEREOF. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

295 WAIVER OF RIGHT TO BRING ACTIONS. Customer waives the right to bring any claim arising out of or in connection with this Agreement more than eighteen () months after the earlier of the date that the Customer became aware of the cause of action giving rise to such claim or the date that it should reasonably have become aware of it.. GOVERNMENT REGULATIONS. The Products and the technology included therein provided under this Agreement are subject to governmental restrictions on exports from the U.S.; restrictions on exports from other countries in which such Products and technology included therein may be produced or located; disclosures of technology to foreign persons; exports from abroad of derivative products thereof; and the importation and/or use of such Products and technology included therein outside of the United States (collectively, "Export Laws"). Diversion contrary to U.S. law is expressly prohibited. Customer shall, at its sole expense, comply with all Export Laws and EMC export policies made available to Customer by EMC. Customer represents that it is not a Restricted Person, which shall be deemed to include any person or entity: () located in or a national of Cuba, Iran, North Korea, Sudan, Syria, or any other countries that may, from time to time, become subject to U.S. export controls for anti-terrorism reasons or with which U.S. persons are generally prohibited from engaging in financial transactions; or () on any restricted person or entity list maintained by any U.S. governmental agency. Certain information, products or technology may be subject to the International Traffic in Arms Regulations ( ITAR ). This information, products or technology shall only be exported, transferred or released to foreign nationals inside or outside the United States in compliance with ITAR.. TERMINATION. Customer may terminate this Agreement for its convenience upon thirty (0) days notice to EMC or Distributor. With respect to Evaluation Products only, this Agreement shall automatically expire and terminate upon the conclusion of the Evaluation Period. Either Customer or EMC may terminate this Agreement upon written notice due to the other party s material breach of the terms governing use of the Product; provided that such breach is not cured within thirty (0) days after the provision of written notice to the breaching party specifying the nature of such breach. Upon termination of this Agreement, Customer shall cease all use and return or certify destruction of the applicable Product (including copies) to EMC. Upon termination of the Agreement, the following Sections hereof shall survive in accordance with their terms:, (only if fees are due and owing at termination), C, B,,,,, 0,,,, and.. NOTICES. Any notices permitted or required under this Agreement shall be in writing, and shall be deemed given when delivered (i) in person, (ii) by overnight courier, upon written confirmation of receipt, (iii) by certified or registered mail, with proof of delivery, (iv) by facsimile transmission with confirmation of receipt, or (v) by , with confirmation of receipt (except for routine business communications issued by EMC, which shall not require confirmation from Customer). Notices shall be sent to the address, facsimile number or address set forth below, or at such other address, facsimile number or address as provided to the other party in writing. Notices for EMC Corporation shall be sent to: South Street, Hopkinton, MA 0. Fax for legal notices: for legal notices: legalnotices@emc.com. MISCELLANEOUS. EMC may identify Customer for reference purposes. This Agreement (i) is the complete statement of the agreement of the parties with regard to the subject matter hereof; and, with the exception of the Customer Guide, (ii) may be modified only by a writing signed by both parties. Except for the payment of fees, neither party shall be liable under this Agreement because of a failure or delay in performing its obligations hereunder on account of any force majeure event, such as strikes, riots, insurrection, terrorism, fires, natural disasters, acts of God, war, governmental action, or any other cause which is beyond the reasonable control of such party. Customer shall not assign this Agreement or any right or delegate any performance without EMC s prior written consent, which consent shall not be unreasonably withheld. Customer shall promptly notify EMC, and EMC may terminate this Agreement on thirty days notice, if Customer merges with or is acquired by a third party or otherwise undergoes a change of control event. All terms of any purchase order or similar document provided by Customer, including but not limited to any pre-printed terms thereon and any terms that are inconsistent or conflict with this Agreement and/or a Quote, shall be null and void and of no legal force or effect. No waiver shall be deemed a waiver of any prior or subsequent default hereunder. If any part of this Agreement is held unenforceable, the validity of the remaining provisions shall not be affected. This Agreement is governed by: (i) the laws of the Commonwealth of Massachusetts when EMC means EMC Corporation; (ii) the laws of the applicable country in which the applicable EMC subsidiary is registered to do business when EMC means the local EMC subsidiary, and (iii) the laws of Switzerland when EMC means EMC (Benelux) B.V., S.a.r.l. In each case, the applicability of laws shall exclude any conflict of law rules. The U.N. Convention on Contracts for the International Sale of Goods shall not apply. In the event of a dispute concerning this Agreement, Customer consents to the sole and exclusive personal jurisdiction of the courts of competency in the location where EMC is domiciled.. COUNTRY SPECIFIC TERMS. A. CANADA - The terms in this subsection A apply only when EMC means the EMC entity located in Canada - EMC Corporation of Canada:. Section.C. - The second sentence is deleted in its entirety and replaced with Title and risk of loss to physical media, if any, transfers to Customer at the time and place that the media clears Canadian Customs.. Section.A. - The last two sentences are deleted and replaced with The foregoing license shall commence on the date of shipment or physical media, if any when the media clears Canadian Customs or electronic availability of such Product to Customer. Documentation is licensed solely for purposes of supporting Customer s use of the Product as permitted in this Section.. Add the following at the end of Section. The parties have required that this Agreement be drawn up in English and have also agreed that all notices or other documents required by or contemplated in this Agreement be written in English. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx 0 OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

296 0 0 0 Les parties ont requis que cette convention soit rédigée en anglais et ont également convenu que tout avis ou autre document exigé aux termes des présentes ou découlant de l'une quelconque de ses dispositions sera préparé en anglais. B. United Kingdom - The terms in this subsection B. apply only when EMC means the EMC entity located in the United Kingdom - EMC Computer Systems (UK) Limited:. Section.C. - The entire section is deleted and replaced with C. Warranty Exclusions. Except as expressly stated in the applicable warranty set forth in this Agreement and the applicable exhibits, EMC (including its suppliers) provides Products AS IS and makes no other express or implied warranties, written or oral, and ALL OTHER WARRANTIES AND CONDITIONS (SAVE FOR THE WARRANTIES AND CONDITIONS IMPLIED BY SECTION OF THE SALE OF GOODS ACT ) ARE SPECIFICALLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE.. Section is deleted in its entirety and replaced with the following:. LIMITATION OF LIABILITY AND PRESERVATION OF DATA. A. The entire aggregate liability of EMC under or in connection with the supply of the Products, Evaluation Products or Service, whether in tort (including negligence), for breach of contract, misrepresentation or otherwise, is limited in respect of each event or a series of events: (i) to the amounts actually paid by Customer for the Products, Evaluation Products or Services which give rise to such liability during the twelve () month period immediately preceding the date of the cause of action giving rise to such claim; or (ii) Great British Pounds Sterling one million (,000,000), whichever is the greater amount. In no event shall either party be liable to the other or any other person or entity for loss of profits, loss of revenue, loss of use or any indirect, special, incidental, consequential or exemplary damages arising out of or in connection with this Agreement, the license of the Product or Evaluation Product, the provision of Services, and the use, performance, receipt or disposition of such Product or Evaluation Product or Services, even if such party has been advised of the possibility of such damages or losses. Nothing in this Agreement shall operate to exclude or restrict EMC s liability for: (a) death or personal injury resulting from negligence; (b) breach of obligations arising from section of the Sale of Goods Act ; or (c) fraud. B. CUSTOMER OBLIGATIONS IN RESPECT OF PRESERVATION OF DATA. During the Term of the Agreement, the Customer shall: A. from a point in time prior to the point of failure, (i) make full and/or incremental backups of data which allow recovery in an application consistent form, and (ii) store such back-ups at an off-site location sufficiently distant to avoid being impacted by the event(s) (e.g. including but not limited to flood, fire, power loss, denial of access or air crash) and affect the availability of data at the impacted site; B. have adequate processes and procedures in place to restore data back to a point in time and prior to point of failure, and in the event of real or perceived data loss, provide the skills/backup and outage windows to restore the data in question; C. use anti-virus software, regularly install updates across all data which is accessible across the network, and protect all storage arrays against power surges and unplanned power outages with Uninterruptible Power Supplies; and D. ensure that all operating system, firmware, system utility (e.g. but not limited to, volume management, cluster management and backup) and patch levels are kept to EMC recommended versions and that any proposed changes thereto shall be communicated to EMC in a timely fashion.. Section is amended by adding the following at the end:. Each of the parties acknowledges and agrees that in entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement as a warranty. The only remedy available to Customer for a breach of the warranties shall be for breach of contract under the terms of this Agreement. Nothing in this Section shall however operate to limit or exclude any liability for fraud. No term of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act by a person that is not a party to this Agreement. If any part of this Agreement is held unenforceable, the validity of the remaining provisions shall not be affected." C. Ireland - The terms in this subsection C. apply only when EMC means the EMC entity located in Ireland - EMC Computer Systems Ireland Limited:. Section.C. - The entire section is deleted and replaced with C. Warranty Exclusions. Except as expressly stated in the applicable warranty set forth in this Agreement and the applicable exhibits, EMC (including its suppliers) and makes no warranties, and ALL WARRANTIES, TERMS AND CONDITIONS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED BY LAW, CUSTOMER OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES, TERMS AND CONDITIONS, OF FITNESS FOR PURPOSE, DESCRIPTION, AND QUALITY ARE HEREBY EXCLUDED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.. Sections is deleted in its entirety and replaced with the following: X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

297 LIMITATION OF LIABILITY. A. EMC does not exclude or limit its liability to the Customer for death or personal injury, or, breach of obligations implied by Section of the Sale of Goods Act,, as amended by the Sale of Goods and Supply of Services Act, 0, or, due to the fraud or fraudulent misrepresentation of EMC, its employees or agents. B. Subject always to subsection.a, the liability of EMC (including its suppliers) to the Customer under or in connection with an order, whether arising from negligent error or omission, breach of contract, or otherwise ( Defaults ) shall be: (i) the aggregate liability of EMC for all Defaults resulting in direct loss of or damage to the tangible property of the Customer shall be limited to damages which shall not exceed the greater of two hundred per cent (00%) of the applicable price paid and/or payable for the Product, Evaluation Product or Service, or one million euros (euro,000,000); or (ii) the aggregate liability of EMC for all Defaults, other than those governed by subsection.b(i) shall be limited to damages which shall not exceed (a) in respect of the Product or Evaluation Product, the greater of one hundred and fifty per cent (0%) of the applicable price paid and/or payable or five hundred thousand euro (euro 00,000); or (b) in respect of the Services, the greater of one hundred and fifty per cent (0%) of the applicable charges paid and/or payable or five hundred thousand euro (euro 00,000). C. In no event shall EMC (including its suppliers) be liable to Customer for (i) loss of profits, loss of business, loss of revenue, loss of use, wasted management time, cost of substitute services or facilities, loss of goodwill or anticipated savings, loss of or loss of use of any software or data; and/or (ii) indirect, consequential or special loss or damage; and/or (iii) damages, costs and/or expenses due to third party claims; and/or (iv) loss or damage due to the Customer s failure to comply with obligations under this Agreement, failure to do back-ups of data or any other matter under the control of the Customer. For the purposes of this Section the term loss shall include a partial loss, as well as a complete or total loss. D. The parties expressly agree that should any limitation or provision contained in this Section be held to be invalid under any applicable statute or rule of law, it shall to that extent be deemed omitted, but if any party thereby becomes liable for loss or damage which would otherwise have been excluded such liability shall be subject to the other limitations and provisions set out in this Section. E. The parties expressly agree that any order for specific performance made in connection with this Agreement in respect of EMC shall be subject to the financial limitations set out in sub-section.b. F. The parties expressly agree that the provisions of Section, Indemnity, shall not be subject to the limitations and exclusions of liability set out in this Section. G. CUSTOMER OBLIGATIONS IN RESPECT OF PRESERVATION OF DATA. During the Term of the Agreement the Customer shall: A. from a point in time prior to the point of failure, (i) make full and/or incremental backups of data which allow recovery in an application consistent form, and (ii) store such back-ups at an off-site location sufficiently distant to avoid being impacted by the event(s) (e.g. including but not limited to flood, fire, power loss, denial of access or air crash) and affect the availability of data at the impacted site; B. have adequate processes and procedures in place to restore data back to a point in time and prior to point of failure, and in the event of real or perceived data loss, provide the skills/backup and outage windows to restore the data in question; C. use anti-virus software, regularly install updates across all data which is accessible across the network, and protect all storage arrays against power surges and unplanned power outages with Uninterruptible Power Supplies; and D. ensure that all operating system, firmware, system utility (e.g. but not limited to, volume management, cluster management and backup) and patch levels are kept to EMC recommended versions and that any proposed changes thereto shall be communicated to EMC in a timely fashion.. Section 0 is deleted in its entirety and replaced with the following: 0. WAIVER OF RIGHT TO BRING ACTIONS: The Customer waives the right to bring any claim arising out of or in connection with this Agreement more than twenty-four () months after the date of the cause of action giving rise to such claim. D. European Union - The terms in this subsection D. apply only when EMC means an EMC entity located in the European Union:. The following is added at the end of section.a Customer or its Users shall not, and Customer shall not permit any third party to, modify, enhance, supplement, create derivative works from, reverse assemble, reverse engineer, reverse compile or otherwise reduce to human readable form the Product or Evaluation Product without EMC's prior written consent, except to the extent that local, mandatory law grants Customer the right to decompile such Product or Evaluation Product in order to obtain information necessary to render the Product or Evaluation Product interoperable with other software. In such event, Customer shall first inform EMC of its intention and request EMC to provide Customer with the necessary information. EMC may impose reasonable conditions on the provision of the requested information, including the payment of a reasonable fee. E. Australia - The terms in this subsection E. apply only when EMC means an EMC entity located in Australia - EMC Global Holdings Company (Australian Branch) ABN 00 :. Sections is deleted in its entirety and replaced with the following:. LIMITATION OF LIABILITY. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

298 0 0 0 A. Limitation on Direct Damages. EXCEPT WITH RESPECT TO CLAIMS ARISING UNDER SECTIONS OR OF THIS AGREEMENT, EMC S AND ITS SUPPLIERS TOTAL LIABILITY AND CUSTOMER S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER, ARISING OUT OF PRODUCT, EVALUATION PRODUCT OR SERVICE PROVIDED HEREUNDER, SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY EMC S SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED (i) AUD$,000,000, FOR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY; AND (ii) THE PRICE PAID BY CUSTOMER TO EMC FOR THE SPECIFIC SERVICE (CALCULATED ON AN ANNUAL BASIS, WHEN APPLICABLE) OR PRODUCT FROM WHICH SUCH CLAIM ARISES, FOR DAMAGE OF ANY TYPE NOT IDENTIFIED IN (i) ABOVE OR OTHERWISE EXCLUDED HEREUNDER. B. No Indirect Damages. EXCEPT WITH RESPECT TO CLAIMS REGARDING VIOLATION OF EMC S INTELLECTUAL PROPERTY RIGHTS OR CLAIMS ARISING UNDER SECTIONS OR ABOVE, NEITHER CUSTOMER NOR EMC (INCLUDING EMC S SUPPLIERS) SHALL (a) HAVE LIABILITY TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE POSSIBILITY THEREOF; AND (b) BRING ANY CLAIM BASED ON PRODUCT OR SERVICE PROVIDED HEREUNDER MORE THAN EIGHTEEN () MONTHS AFTER THE CAUSE OF ACTION ACCRUES. C. Trade Practices Legislation: EMC's liability under any statutory right or any condition or warranty, including any implied by any State Fair Trading Act or the Trade Practices Act, (Cth) is, to the maximum extent permitted by law, excluded. To the extent that such liability cannot be excluded, EMC's liability is limited at the option of EMC to: (a) in the case of Product or Evaluation Product, any one or more of the following: (i) the replacement thereof or the supply of its equivalent; (ii) the repair thereof; (iii) the payment of the cost of replacement thereof or of acquiring its equivalent; or (iv) the payment of the cost of having such repaired, and (b) in the case of any Services performed by EMC under or in connection with this Agreement: (i) the supply of those Services again; or (ii) the payment of the cost of having those Services supplied again. F. New Zealand - The terms in this subsection F. apply only when EMC means an EMC entity located in New Zealand - EMC CORPORATION (NEW ZEALAND BRANCH) AKOS. :. Sections is deleted in its entirety and replaced with the following:. LIMITATION OF LIABILITY. A. Limitation on Direct Damages. EXCEPT WITH RESPECT TO CLAIMS ARISING UNDER SECTIONS OR OF THESE GENERAL TERMS AND CONDITIONS, EMC S AND ITS SUPPLIERS TOTAL LIABILITY AND CUSTOMER S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER, ARISING OUT OF PRODUCT OR SERVICE PROVIDED HEREUNDER, SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY EMC S SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED (i) NZ$,000,000, FOR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY; AND (ii) THE PRICE PAID BY CUSTOMER TO EMC FOR THE SPECIFIC SERVICE (CALCULATED ON AN ANNUAL BASIS, WHEN APPLICABLE) OR PRODUCT FROM WHICH SUCH CLAIM ARISES, FOR DAMAGE OF ANY TYPE NOT IDENTIFIED IN (i) ABOVE OR OTHERWISE EXCLUDED HEREUNDER. B. No Indirect Damages. EXCEPT WITH RESPECT TO CLAIMS REGARDING VIOLATION OF EMC S INTELLECTUAL PROPERTY RIGHTS OR CLAIMS ARISING UNDER SECTIONS OR ABOVE, NEITHER CUSTOMER NOR EMC (INCLUDING EMC S SUPPLIERS) SHALL (a) HAVE LIABILITY TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE POSSIBILITY THEREOF; AND (b) BRING ANY CLAIM BASED ON PRODUCT OR SERVICE PROVIDED HEREUNDER MORE THAN EIGHTEEN () MONTHS AFTER THE CAUSE OF ACTION ACCRUES. C. Fair Trading Legislation. EMC's liability under any statutory right or any condition or warranty, including any implied by the Fair Trading Act or Consumer Guarantees Act ( FTA ) or any similar law is, to the maximum extent permitted by law, excluded. To the extent that such liability cannot be excluded, EMC's liability is limited at the option of EMC to: (a) in the case of any Product or Evaluation Product, any one or more of the following: (i) the replacement thereof or the supply of its equivalent; (ii) the repair thereof; (iii) the payment of the cost of replacement thereof or of acquiring its equivalent; or (iv) the payment of the cost of having such repaired, and (b) in the case of any Services performed by EMC under or in connection with this Agreement: (i) the supply of those Services again; or (ii) the payment of the cost of having those Services supplied again. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

299 0 0 0 SOFTWARE SUBLICENSING TERMS The Following Terms Are Applicable To Sublicensing Of EMC Documentum Software, ONLY FOR THE PRODUCTS LISTED BELOW The EMC Software licensed hereunder is subject to the Cerner business agreement between End User and Cerner, subject to the specific different terms set forth below:. The EMC Software license is a nonexclusive, perpetual and non-transferable license (with no right to sublicense) to use the EMC Software solely in conjunction with Cerner Licensed Software.. The (i) EMC Software is licensed only, and no title to, or ownership of, the EMC Software is transferred to End User; (ii) End User may not remove EMC s or its Cerner copyright and other proprietary notices on and in any copies of the EMC Software; and (iii) End User shall not cause or permit any other to create derivative works from, reverse assemble, reverse engineer, reverse compile or otherwise reduce the EMC Software to human readable form.. Product Warranty. The EMC Software will, for a period of ninety (0) days from the date of shipment or the date of electronic availability, as applicable, substantially conform to the applicable documentation for such EMC Software. Cerner does not warrant that the operation of the EMC Software shall be uninterrupted or error free, or that all defects can be corrected. Cerner s entire liability and Customer s exclusive remedies under the warranties described in this Section shall be for Cerner, at its option, to use reasonable efforts to remedy such defects, or have the manufacturer remedy such defects or performance failure or to replace the affected EMC Software. If Cerner is unable to make the affected EMC Software operate as warranted within a reasonable time, then Cerner shall refund the amount received by Cerner for the affected EMC Software upon return of the specific EMC Software to Cerner. Warranty Exclusions. Except as expressly otherwise stated in this Agreement, and to the maximum extent permitted by law, Cerner (including its suppliers) provides EMC Software AS IS and makes no other express or implied warranties, written or oral, and ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE.. End User shall upon Cerner s request, promptly provide Cerner with a written statement certifying the extent of End User s usage of EMC Software identified by Cerner and/or allow Cerner or its designee to conduct a reasonable audit of the applicable End User facilities and records to determine whether or not End User s usage of such EMC Software is in conformance with its paid for license usage;. The EMC Software is confidential and contains EMC trade secrets and must be held in confidence with at least the same degree of care with which the End User protects its own similar confidential information. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

300 0 0 0 X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page 00 of 0

301 0 0 0 X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page 0 of 0

302 0 0 0 X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page 0 of 0

303 0 0 0 X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page 0 of 0

304 0 0 0 X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page 0 of 0

305 0 0 0 PLEASE READ THE FOLLOWING TERMS AND CONDITIONS The Following Terms Are Applicable To The Products Listed Below. The Product licensed pursuant to the terms and conditions in this URL contains computer programs and other proprietary material and information, the use of which is subject to and expressly conditioned upon acceptance of the end-user license and services agreement that follows ( Agreement ). Unless EMC agrees otherwise in writing, this Agreement governs Customer's use of the Product except to the extent all or portion of the Product: (a) is the subject of a separate written agreement; (b) is the subject of a separate written agreement between Customer and a Distributor (provided such complies with EMC s agreement with the Distributor), or (c) is governed by a third party licensor s terms and conditions. Capitalized terms have the definitions in Section or as otherwise indicated below. Customer warrants and represents that the individual indicating assent or dissent to this Agreement possesses all requisite authority to do so on behalf of Customer. The foregoing shall include any individual who is employed by Customer, Distributor, or is an agent, contractor, service provider, or other third party representative, to the extent such person, agent or entity acts within the scope of an obligation or duty owed to Customer ( Representative ). A Representative other than Customer is not and shall not be a party or third party beneficiary to this Agreement. By () selecting the Accept or similar button at the end of this Agreement; and/or () proceeding with the installation, use or reproduction of this Product, or authorizing any other person to do so, Customer irrevocably and unconditionally agrees to be bound by the terms and conditions of this Agreement. By assenting to the terms of this Agreement and in consideration of EMC s consent to license this Product to Customer subject to the terms herein, Customer hereby waives to the maximum extent permitted by applicable law any claim against EMC in any jurisdiction in the world concerning the validity or enforceability of this Agreement. If the terms of this Agreement are considered an offer by EMC, acceptance by Customer is expressly limited to these terms to the exclusion of all other terms. If Customer does not agree with the terms of this Agreement, then Customer or its Representative shall () select the Decline or similar button at the end of this Agreement; () immediately cease any installation, use or reproduction of this Product; () uninstall and remove this Product from Customer s or any third party s equipment, along with any partial or full copies made using the Product; and () return the Product along with proof of purchase, to either the Distributor from which the Product was obtained, or if purchased from EMC, to EMC Corporation at South Street, Hopkinton, MA 00-0, U.S.A.. DEFINITIONS. A. Confidential Information means and includes the terms of this Agreement (including all Quotes), the Products and Support Tools and all confidential and proprietary information of EMC or Customer, including without limitation all business plans, product plans, financial information, software, designs, and technical, business and financial data of any nature whatsoever (including, without limitation, and marketing, pricing and other information regarding the Products), provided that such information is marked or designated in writing as confidential, proprietary, or any other similar term or designation. Confidential Information does not include information that is (i) rightfully in the receiving party s possession without obligation of confidentiality prior to receipt from the disclosing party, (ii) a matter of public knowledge through no fault of the receiving party, (iii) rightfully furnished to the receiving party by a third party without restriction on disclosure or use; or (iv) independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. B. Customer means either (i) a natural person who is personally bound by the terms of this Agreement and utilizes the Product for personal use and not within the scope of employment with a business entity; or (ii) a business entity, its officers, directors, proprietors, trustees, owners, principals, employees, contractors, agents or representatives. C. Distributor means a reseller, distributor, system integrator, service provider, independent software vendor, value-added reseller, OEM or other partner that is authorized by EMC to license the Product to end users. The term shall also refer to any third party duly authorized by a Distributor to license the Products to end users. D. Documentation means the then-current, generally available, written user manuals and online help and guides for the Product provided by EMC. E. EMC means () EMC Corporation, if Customer is domiciled in the United States, Puerto Rico,Mexico or Canada; () the following named wholly-owned affiliate of EMC Corporation, if Customer is domiciled in the country in parenthetical: EMC X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx 0 OF EXHIBIT G CER0ADMKK HCA ASR Page 0 of 0

306 0 0 0 Computer Systems Argentina S.A. (Argentina), EMC Computer-Systems Brasil Ltda. (Brazil), EMC Chile S.A. (Chile), EMC del Peru, S.A (Peru), EMC Computer Systems Venezuela, S.A. (Venezuela), EMC Global Holdings Company (Australia Branch) (Australia), EMC Computer Systems (Beijing) Co., Ltd. (China), EMC Japan K.K. (Japan), Hankook EMC Computer Systems Chusik House, Hong Kong Branch (South Korea), EMC Corporation (New Zealand Branch) (New Zealand), EMC Computer Systems (South Asia) Pte Ltd (Philippines), EMC Information Systems N.V. (Belgium), EMC Czech Republic s.r.o. (Czech Republic), EMC Computer Systems Danmark A/S (Denmark), EMC Computer-Systems OY (Finland), EMC Computer Systems France S.A. (France), EMC Deutschland GmbH (Germany), Information Systems EMC Greece S.A. (Greece), EMC Hungary Trading and Servicing Ltd. (Hungary), EMC Computer-Systems Ireland Ltd. (Ireland), EMC Computer Storage Systems (Sales and Services) Ltd. (Israel), EMC Computer Systems Italia S.p.A (Italy), EMC Computer Systems (Benelux) B.V. (Netherlands). X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page 0 of 0

307 0 0 0 X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page 0 of 0

308 0 0 0 X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page 0 of 0

309 0 0 0 X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page 0 of 0

310 0 0 0 LICENSE Lexmark End User Software License Agreement The software programs including all fonts ("Software") contained in this package are copyrighted and owned by Lexmark International, Inc. ("Lexmark") and/or its vendors and are licensed (not sold) to you by Lexmark pursuant to the terms set forth below. Software consists of machine-readable instructions, audio/visual content (such as images and recordings) and accompanying materials. The Software may be installed on any personal computer to provide access to Lexmark multifunction stations ( Client ) in accordance with the terms of the purchase order, sales agreement, or services agreement entered into between you and Lexmark ( Contract ). In no event shall the total number of Clients using the Software exceed the number of Clients specified in the Contract, unless additional licenses are purchased. You may make a single additional copy of the Software solely for backup purposes or installation. You may also store a copy of the Software on a server used only to install the Software on other computers over an internal network; however, each separate computer on which the Software is installed must be licensed. You may not alter, decrypt, reverse assemble, reverse compile or otherwise translate the Software. You may not copy the Software into any public network. You may not sublicense or rent this Software to any third party, but you may transfer all of your rights under this Agreement if you retain no copies and transfer all of the Software and this Agreement, provided that the recipient agrees to the terms of this Agreement. You agree that you will not use, run, manipulate, install or implement the Software, in whole or in part, in any manner that has the effect of overriding, modifying, eliminating, obscuring, altering or de-emphasizing the visual appearance of any trademark, trade name, trade dress or intellectual property notice that appears on any computer display screens normally generated by, or as a result of, the Software. STATEMENT OF LIMITED WARRANTY Lexmark provides a three-month limited warranty, as measured from the date of delivery to the original customer on the media (e.g., diskette or compact disk) or via electronic distribution (e.g., electronic mail) by which the Software is furnished. Lexmark warrants that for the initial warranty period that the Software will perform in general conformance with the documentation accompanying the Software. WITH THE EXCEPTION OF THE EXPRESS WARRANTY DESCRIBED ABOVE, THE SOFTWARE IS NOT WARRANTED AND IS PROVIDED "AS IS." THE WARRANTY DESCRIBED ABOVE REPLACES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LEXMARK EXPRESSLY DISCLAIMED THE WARRANTY OF NON-INFRINGEMENT. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you INDEMNIFICATION Lexmark will defend and indemnify you if the Software directly infringes someone else's U.S. intellectual property rights provided you promptly notify Lexmark of the alleged infringement and permit Lexmark to direct the defense. Lexmark is not responsible for any non-lexmark litigation expenses or settlements unless it pre-approves them in writing. To avoid infringement, Lexmark may modify or substitute an equivalent Software, refund the price paid for the Software (less the reasonable rental value for the period it was available to you), or obtain any necessary licenses. Lexmark is not liable for any infringement-related liabilities outside the scope of this paragraph including but not limited to infringement based upon the Software being modified to your specifications or being used or sold with products not provided by Lexmark. LIMITATION OF REMEDIES Except for Lexmark s indemnification obligations described directly above, Lexmark s entire liability, including that of its vendors, subsidiaries and resellers, and your exclusive remedy shall be as follows: Lexmark will provide the express warranty described above. If Lexmark does not remedy defective media as warranted, you may terminate your license and your money will be refunded upon the return of all of your copies of the Software. For any claim arising out of Lexmark s limited warranty, or for any other claim whatsoever related to the subject matter of this Agreement (except for Lexmark s indemnification obligations described directly above), Lexmark s liability for all types of damages, regardless of the form of action or basis (including contract, breach, estoppel, negligence, misrepresentation, or tort), shall be limited to the greater of $,000 or the money paid to Lexmark or its Authorized remarketers for the license hereunder for the Software that caused the damages or that is the subject matter of, or is directly related to, the cause of action. This limitation will not apply to claims for personal injury or damages to real or tangible personal property caused by Lexmark s negligence. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page 0 of 0

311 0 0 0 EXCEPT FOR LEXMARK S INDEMNIFICATION OBLIGATIONS DESCRIBED ABOVE, IN NO EVENT WILL LEXMARK BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS, OR ANY INCIDENTAL DAMAGES OR OTHER CONSEQUENTIAL DAMAGES, EVEN IF LEXMARK OR ITS REMARKETERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the limitation or exclusion of incidental or consequential damages so the above limitation or exclusion may not apply to you. IN NO EVENT WILL LEXMARK BE LIABLE FOR ANY INTERRUPTION OF USE OR ANY LOSS OF, INACCURACY IN, OR DAMAGE TO, DATA OR RECORDS. GENERAL You may terminate your license at any time by destroying all your copies of the Software or as otherwise described in these terms. Lexmark may terminate your license if you fail to comply with these terms. Upon such termination, you agree to destroy all your copies of the Software. Any attempt to sublicense, rent, lease or assign, or (except as expressly provided herein) to transfer any copy of the Software is void. You agree that you are responsible for payment of any taxes, including personal property taxes, resulting from this Agreement. No action, regardless of form, arising out of this Agreement may be brought by either party more than two years after the cause of action has arisen. This Agreement is governed by the laws of the country in which you acquired the Software. If you acquired the Software in the United States, the law of the Commonwealth of Kentucky shall govern. UNITED STATES GOVERNMENT RESTRICTED RIGHTS The Software has been developed entirely at private expense and is provided with RESTRICTED RIGHTS. Use, duplication and disclosure by the Government is subject to restrictions as set forth in subparagraph (c) () (ii) of the Rights in Technical Data and Computer Software clause at DFARS.-0 and in similar FAR provisions (or any equivalent agency regulation or contract clause). X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

312 0 0 0 IMPORTANT-READ CAREFULLY. License Agreement This Instant Medical History End-User License Agreement ("EULA") is a legal AGREEMENT between end- user customer ( Customer or you ), and Primetime Medical Software, Inc. for the Instant Medical History software which includes computer software and may include associated media, printed materials, and "online" or electronic documentation ("Software"). You acknowledge and agree to the following language and agree to notify your authorized users of the same prior to their use of the Software: Clinical Disclaimer. THE INSTANT MEDICAL HISTORY IS PROVIDED AS IS AND WITHOUT WARRANTY OTHER THAN AS SPECIFICALLY SET FORTH BELOW. ANY CLINICAL INFORMATION CONTAINED IN SUCH MATERIAL OR DATA SHOULD BE REVIEWD BY A PHYSICIAN PRIOR TO USE AND IS INTENDED AS A SUPPLEMENT TO, NOT A SUBSTITUTE FOR, THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGMENT OF MEDICAL PROFESSIONALS IN MAKING DECISIONS WITH RESPECT TO HEALTHCARE. THE PROGRAM'S USER IS RESPONSIBLE FOR VERIFYING ALL INFORMATION BEFORE APPLYING IT TO THE CLINICAL SETTING. PRIMETIME MEDICAL SOFTWARE, INCORPORATED DENIES ALL RESPONSIBILITY FOR THE MISUSE OF THE PROGRAM IN CARING FOR PATIENTS. LICENSE: The Software is the property of Primetime Medical Software, Inc. or its licensers and is protected by copyright law. While Primetime Medical Software, Inc. continues to own the Software, you will have certain rights to use the Software. Except as may be modified by a license addendum which accompanies this license, your rights and obligations with respect to the use of this Software are as follows: YOU MAY: YOU MAY NOT: WARRANTIES: (i) use this Software during the term of your subscription as part of the patient portal feature, provided that no copy is accessible to the physicians or staff of any practice that has not purchased the appropriate number of licenses to use the Software; (i) copy the documentation which accompanies the Software; (ii) sublicense, rent or lease any portion of the Software; (iii) reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software, or create derivative works from the Software; or (iv) use a previous version or copy of the Software after you have received a disk replacement set or an upgraded version as a replacement of the prior version. Primetime Medical Software, Inc. warrants that the media on which the Software is distributed will be free from defects for a period of one hundred and eighty (0) days from the date of delivery of the Software to you. Your sole remedy in the event of a breach of this warranty will be that Primetime Medical Software, Inc. will, at its option, replace any defective media returned within the warranty period or refund the money you paid for the Software. Virus Warranty. Primetime warrants that the Software will not contain any viruses or other malicious computer instructions, devices, or techniques that can or were designed to threaten, infect, damage, disable, or shut down the Software, Product or any computer system. Non-Infringement Warranty. Primetime warrants that Software does not misappropriate any trade secret or proprietary rights of a third party, or infringe upon any copyright, patent, trademark, or other Intellectual Property Right of a third party. Intellectual Property Right means any and all now known or hereafter known tangible and intangible (a) rights associated with works of authorship throughout the universe, including copyrights, moral rights, and mask-works, (b) trademark, service mark, trade dress and trade name rights and similar rights, (c) trade secret rights, (d) patents, designs, algorithms and other industrial property rights, (e) all other intellectual and industrial property rights, whether arising by operation of law, contract, license, or otherwise, and all registrations, initial applications, renewals, extensions, continuations, continuations-in-part, X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

313 0 0 0 divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing). PRIMETIME MEDICAL SOFTWARE, INC. DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR THAT THE SOFTWARE WILL BE ERROR-FREE. THE ABOVE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND, FITNESS FOR A PARTICULAR PURPOSE. This warranty gives you specific legal rights. You may have other rights, which vary from jurisdiction to jurisdiction. In the event the Software is held or believed by PrimeTime Medical to infringe a third party s intellectual property rights, or Customer s use of the Software is enjoined, PrimeTime Medical shall have the option, at its expense, to either: (i) modify the Software to be noninfringing, or (ii) obtain for Customer a license to continue using the Software, or (iii) substitute the Software with other software of comparable functionality, or (iv) if none of the foregoing remedies are commercially feasible, terminate the subscription for the infringing Software and receive a refund of the fees paid (calculated on a five-year straight-line depreciated basis). DISCLAIMER OF DAMAGES: OTHER THAN REMEDIES EXPESSLY STATED ABOVE AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL PRIMETIME MEDICAL SOFTWARE, INC. BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF PRIMETIME MEDICAL SOFTWARE, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. OTHER THAN REMEDIES EXPRESSLY STATED ABOVE, IN NO CASE SHALL PRIMETIME MEDICAL SOFTWARE, INC.'S LIABILITY EXCEED THE GREATER OF THE PURCHASE PRICE FOR THE SOFTWARE SUBSCRIPTION OR US$ COPYRIGHT AND TRADEMARKS. All title, trademarks and copyrights in and pertaining to the Software (including but not limited to any images, photographs, animation, video, audio, music, text, and applets incorporated into the Software), the accompanying, printed materials and any copies of the Software are owned by Primetime Medical Software, Inc. The Software is protected by copyright and trademark laws and international treaty provisions. You must treat the Software like any other copyrighted work, and you may not copy the printed materials accompanying the Software. You may not remove, modify or alter any Primetime Medical Software copyright, trademark or other proprietary notice from any part of the Software, including but not limited to any such notices contained in the physical and/or electronic media or documentation, in the Instant Medical History Setup Wizard dialog or 'about' boxes, in any of the runtime resources and/or in any web-presence or web-enabled notices, code or other embodiments originally contained in or dynamically or otherwise created by the Software. U.S. GOVERNMENT RESTRICTED RIGHTS: Restricted rights legend. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c) () (ii) of the Rights in Technical Data and Computer Software clause at DFARS.-0 or subparagraphs (c) () and () of the Commercial Computer Software-Restricted Rights clause at CFR.-, as applicable, Primetime Medical Software, Inc., 0 Forest Drive, PMB Columbia, SC 0. TERMINATION: Primetime Medical Software, Inc. may terminate this EULA and your subscription at any time if you are in breach of this EULA or the license terms. In the event of such termination, you will be sent notice at your last known address. GENERAL: X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

314 0 0 0 This EULA will be governed by the internal substantive laws of the State of South Carolina, United States of America and the federal laws of the United States of America, without regard to conflict of laws provisions, and expressly disclaims the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. All disputes brought by you relating to this EULA shall be subject to final and binding arbitration, brought in South Carolina, United States of America under the auspices of the American Arbitration Association. You consent to jurisdiction and venue in the state and federal courts located in Richland County, South Carolina. This EULA may only be modified by a written license addendum. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

315 0 0 0 HEALTH LANGUAGE, INC. PASS-THROUGH PROVISIONS. SUBLICENSE. Health Language, Inc. (HLI) hereby grants a limited nonexclusive and nontransferable sublicense for certain HLI Technology through the Sublicensor to the end-user Sublicensee subject to a written agreement between Sublicensor and Sublicensee. Sublicensee acknowledges that HLI owns the HLI Technology subject to the sublicense.. PROTECTIONS AND NONDISCLOSURE. Sublicensee agrees that it shall protect all Intellectual properties in the HLI Technology, including without limitation, patents, copyrights, and trade secrets. Further, Sublicensee shall not disclose any HLI Technology to any third parties, nor reverse engineer any HLI Technology.. WARRANTY DISCLAIMER. ANY USE BY SUBLICENSEE OF THE HLI TECHNOLOGY IS AT SUBLICENSEE'S OWN RISK. THE HLI TECHNOLOGY IS PROVIDED FOR USE "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HEALTH LANGUAGE, INC. AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONNINFRINGEMENT.. LIMITATION OF LIABILITY. IN NO EVENT SHALL HEALTH LANGUAGE, INC. OR ITS SUPPLIERS HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN ANY WAY ARISING OUT OF THE USE OR INABILITY TO USE ANY PRODUCT AND HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR LOSS OF DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL HLI'S CUMULATIVE LIABILITY ARISING OUT OF THIS SUBLICENSE EXCEED THE AMOUNTS ACTUALLY PAID BY SUBLICENSEE TO SUBLICENSOR OR HLI PURSUANT TO THIS SUBLICENSE. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx 0 OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

316 0 0 0 SURESCRIPTS END USER AGREEMENT The following provisions shall be included in any End User Agreement, and SureScripts shall be a third party beneficiary thereof: The following are and shall be referred to as the Certification Guidelines. End User shall not use, alter, or modify the SureScripts Messenger Service in any manner that would encourage a physician or a patient to prescribe or use a specific pharmaceutical, or to use a specific pharmacy, as compared to other pharmaceuticals or pharmacies. End User shall not use any means, program, or device, or knowingly permit any other person to use any means, program, or device, including, but not limited to, advertising, instant messaging, and pop up ads, to influence or attempt to influence, through economic incentives or otherwise, the prescribing decision, as defined below, of a physician at the point of care, as defined below, or make more difficult the act of a physician or patient of selecting any particular pharmacy or pharmaceutical as compared to any other pharmacy or pharmaceutical if (i) such means, program, or device (as described above) is triggered by, initiated by, or is in specific response to, the input, selection, and/or act of a physician or his/her agent prescribing a pharmaceutical or selecting a pharmacy for a patient and (ii) that prescription will be delivered via the SureScripts Messenger Service. "Prescribing decision" means a physician's decision to prescribe a certain pharmaceutical or direct the patient to a certain pharmacy. Point of care shall mean the time that a physician or his/her agent is in the act of prescribing a pharmaceutical for a patient. Notwithstanding the above, End User may use software that (A) shows information regarding a payer s formulary and benefit plan design, including patient lowest cost options, on/off tier, prior authorization, step therapy, coverage status and co-pay information, and/or (B) deliver or have delivered to End Users clinical alerts that are sourced from and are attributed to generally recognized and reputable sources providing clinical information to the prescribing physician, so long as no person or entity provides any compensation or remuneration to Aggregator for the delivery of such clinical alerts, even if, in the event of either (A) or (B), such information influences the patient or physician s choice of pharmacy or other prescribing decisions, so long as (i) the End User may access all pharmaceuticals known through generally available sources used in the industry, and all pharmacies, including all retail and mail service pharmacy options available, and (ii) nothing is designed to preclude a physician or patient from selecting any particular pharmacy or pharmaceutical. Any custom lists created and maintained by End Users within Aggregator s software product including but not limited to (i) an individual End User s most often prescribed medication lists, (ii) an individual End User s most often used pharmacy list, (iii) an individual End User s most often used SIGs (i.e., instructions for the use of medications), would not be considered a violation of this paragraph. In addition, to the extent that the Medicare Modernization Act, or any successor act, or any regulations promulgated thereunder, specifically authorize delivery of information to a physician at the point of care, such delivery in compliance with such law or regulation shall not be deemed a breach of this provision. End User acknowledges that the SureScripts Messenger Service is not intended to serve as a replacement for (i) a written prescription where it is required by law or where such written prescription is required for record keeping purposes, or (ii) applicable prescription documentation. End User acknowledges that use of the SureScripts Messenger Service is not a substitute for a health care provider s standard practice or professional judgment. Any decision with regard to the appropriateness of treatment, or the validity or reliability of information is the sole responsibility of the End User. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

317 0 0 0 PASS THROUGH PROVISIONS NUANCE DMENE Healthcare Master Agreement PLEASE READ THIS AGREEMENT CAREFULLY BEFORE EXECUTING THE ORDER. This Healthcare Master Agreement, including all applicable Schedules indicated below (together, the Nuance Agreement ), is between Nuance Communications, Inc. ( Nuance ) and you ( Customer ), the party to the Order with Cerner Corporation (the Authorized Reseller ). Nuance and Customer are each a Party and are collectively referred to as the Parties. By executing the Order, Customer agrees to be bound by the terms and conditions of the Nuance Agreement. Both Customer and Nuance agree that Nuance must comply with the terms of Section. (Business Associate). Customer agrees that the Nuance Agreement is like any written negotiated agreement signed by Customer. If Customer does not agree to the terms and conditions of the Nuance Agreement, do not execute the Order. CUSTOMER IS OBTAINING THE SOFTWARE, EQUIPMENT AND SERVICES INDICATED IN THE ORDER FROM THE AUTHORIZED RESELLER. THIS NUANCE AGREEMENT APPLIES TO CUSTOMER S USE AND ENTITLEMENT OF SUCH SOFTWARE, EQUIPMENT AND SERVICES, UP TO THE FULL EXTENT AND QUANTITIES (e.g., LICENSE MODEL, NUMBER OF LICENSES, etc.) OBTAINED BY THE AUTHORIZED RESELLER FROM NUANCE FOR RESALE TO CUSTOMER. SCHEDULES Schedule for Nuance Management Server for Dragon Medical Enterprise Network Edition Schedule for NMS for Dragon Medical Enterprise Network Edition - Administrator License Schedule for Dragon Medical Enterprise Network Edition - Physician/Non-Physician Client License Schedule for Dragon Medical Enterprise Network Edition - Physician Location Site License Schedule for Dragon Medical Enterprise Network Edition - Non-Physician Location Site License Schedule for Dragon Medical Enterprise Network Edition - Provider-Plus Location Site License Schedule for Dragon Medical Enterprise Network Edition - In-Patient Location Site License Schedule for Dragon Medical Enterprise Network Edition - Health System Site License Schedule for Dragon Medical Enterprise Network Edition Provider-Plus Enterprise Site License Nuance and Customer hereby agree as follows: General Terms and Conditions INCLUDED. Definitions. Capitalized terms in the Agreement have the meanings set forth below, in Exhibit A, or in the Schedules.. Intentionally Omitted Yes No Yes No No No No No No X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

318 Products and Services... Software... License Grant. Subject to the terms and conditions of this Agreement, Nuance hereby grants Customer, and Customer accepts, a limited, non-exclusive, non- transferable, non-sublicensable license to use the Software specified on an Order in a manner commensurate with its intended use (as prescribed by this Agreement and the Documentation) and solely for Customer s internal business purposes.... License Restrictions and Notice (a) Restrictions. Customer agrees that it shall not, and shall not permit the Authorized Users or any third party to (i) duplicate the Software for any purpose, except that Customer may duplicate the Software for archival and disaster recovery purposes only; (ii) reverse engineer, disassemble, decompile or translate the Software; (iii) change, modify or otherwise alter the Software, (iv) assign, transfer, pledge, rent, share or sublicense any of the Software without Nuance s prior written consent; (v) grant any third party access to or use of the Software on a service bureau, timesharing or application service provider basis or otherwise; or (vi) defeat or circumvent any controls or limitations the Software places on its use. (b) Notice of Unauthorized Use. Customer shall immediately notify Nuance upon learning of any third party s unauthorized possession or use of any Software supplied under this Agreement.... Government Customer Rights. This section applies to all acquisitions of Software (collectively or individually for the purposes of this section, the Government Acquired Products ) by or for the government of the United States of America (the Federal Government ), or by any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement or other activity with the Federal Government. By accepting delivery of the Government Acquired Products, the Federal Government hereby agrees that this software qualifies as commercial computer software within the meaning of the acquisition regulation(s) applicable to this procurement. The terms and conditions of this Agreement shall pertain to the Federal Government s use and disclosure of the Government Acquired Products, and shall supersede any conflicting contractual terms or conditions. If this Agreement fails to meet the Federal Government s needs or is inconsistent in any respect with United States law, the Federal Government agrees to return the Government Acquired Products unused. The following additional statement applies only to acquisitions by the Federal Government that are governed by DFARS Subpart. (October ): Restricted Rights - Use, duplication and disclosure by the Government is subject to restrictions as set forth in subparagraph (c)()(ii) of the Rights in Technical Data Noncommercial Items clause at DFARS.-0 (). X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

319 Equipment. Subject to the terms and conditions of this Agreement, Customer shall purchase from Nuance the Equipment specified in an Order, in the quantity and at the price set forth in such Order. Notwithstanding the forgoing, the Third Party Equipment shall be governed in all other respects by terms and conditions specified by the applicable third party vendor of such Third Party Equipment... Services.... Maintenance Services. (a) Scope. If purchased, as indicated in the Order, for an initial term of one () year ending June 0, 0 (the Initial Service Term ), Nuance shall provide the Maintenance Services selected by Customer in the applicable Order. After the initial annual Maintenance Services term, Authorized Reseller or Nuance will issue an invoice in accordance with Nuance s renewal policy for subsequent one-year terms of Maintenance Services, at least thirty (0) days prior to the end of the then-current Maintenance Service term, if Maintenance Services for the applicable Software and/or Equipment is made available by Nuance. Customer shall, if it wishes to renew annual Maintenance Services for the applicable Software and/or Equipment, pay the invoice for renewal Maintenance Services, in full, within thirty (0) days of the date of such invoice. Customer acknowledges that failure to pay such invoice within such 0 day period will result in Maintenance Services expiring with respect to such Software and/or Equipment unless Maintenance Services for the applicable Software and/or Equipment are timely continued or renewed under a different agreement. Unless expressly stated otherwise in the applicable Schedule or Order, Maintenance Services provided hereunder will commence on the date of initial delivery of the applicable Software and/or Equipment (or anniversary thereof if Customer is purchasing renewal Maintenance Services). To purchase Maintenance Services with respect to any Equipment, Customer is required to purchase Maintenance Services for all units of such Equipment respectively. Unless otherwise agreed, Maintenance Services with respect to any Software shall apply to all copies of such Software licensed to Customer. All Maintenance Services shall be provided subject to Nuance s Hardware and Software Maintenance Options, Terms and Conditions in effect as of the provision of such Maintenance Service. (b) Exclusions. Unless otherwise agreed, Nuance shall not be obligated to provide Maintenance Services for, or required to provide as a result of (i) any Nuance Product modified by anyone other than Nuance; (ii) any Nuance Product used for other than its intended purpose; (iii) any Nuance Product used with any third party equipment not specified as compatible with the Nuance Product in its Documentation; (iv) any Nuance Product being used with Third Party Software not supplied by Nuance in conjunction with the Nuance Product, or specified by Nuance in the applicable Documentation as compatible with the Nuance Product ; (v) any Nuance Product (including any associated equipment, software or firmware) X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

320 0 0 0 which Customer failed to properly install or maintain; (vi) any willful or negligent action or omission of Customer, (vii) any computer malfunction not attributable to the Nuance Products; or (viii) damage to Nuance Products from any external source, including computer viruses unattributable to Nuance, computer hackers, or force majeure events.... Training Services. (a) Scope. Subject to the terms and conditions set forth in this Agreement, Nuance will provide the Training Services specified in the applicable Order (if any). (b) Location. Unless otherwise agreed to by the parties hereto, all Training Services will be held at a designated Nuance location during Nuance s standard business hours, excluding Nuance recognized holidays. If the parties agree to hold any Training Services at Customer s site, all such Training Services (including associated travel time) will be conducted between the hours of :00 a.m. to :00 p.m. local Customer site time, Monday through Friday, excluding Nuance recognized holidays. (c) Attendees. Customer shall ensure that all Training Services attendees: (i) are Authorized Users, and (ii) have the skills and experience to participate in the training sessions. Nuance may require that a Training Services attendee reschedule their Training Services if, in Nuance s reasonable judgment, such attendee does not have the requisite skills and experience (i.e., a working knowledge of Windows).... Professional Services. (a) Scope. Subject to the terms and conditions set forth in this Agreement, Nuance will provide the Professional Services specified in the applicable Order (if any). (b) Nuance shall perform Professional Services related to installation of the Software and Equipment pursuant to its project delivery methodology set forth at ftp:ftp.scansoft.com/nuance/dictaphone/whitepapers/wp_prof ServicesMethodology.pdf.... Rescheduling. Customer agrees to reimburse Nuance $00 USD per scheduled trainer/consultant per Training/Professional Services day, as scheduled (up to business days), and for any actual incurred travel arrangement costs (e.g., airline ticket deposits, etc.) due to rescheduling or cancellation of Training Services and/or Professional Services less than ten (0) business days prior to the scheduled start of such Training Services and/or Professional Services, provided the cancellation is not due to a breach by Nuance. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page 0 of 0

321 On-Location. If an Order indicates that Nuance will perform Services at a location other than a Nuance facility, Customer shall provide the necessary equipment, information, and facilities required by Nuance to perform such Services.... Suspension. Nuance reserves the right to suspend Services to Customer under any and all Orders during any period in which Customer s account under any one or more Orders is more than thirty (0) days past due.. Customer Obligations... Data Preservation. As between Nuance and Customer, it is Customer s responsibility to create and preserve reasonable backup copies of its data and other business information and records, and take such other precautions as may reasonably be required to detect and guard against possible malfunctions, loss of data, or unauthorized access to Customer s computer systems... Speech Recognition. CUSTOMER ACKNOWLEDGES THAT SPEECH RECOGNITION IS A STATISTICAL PROCESS, ERRORS ARE INHERENT IN SUCH PROCESS, AND APPLICATIONS EMPLOYING SUCH PROCESS ARE DESIGNED TO ALLOW FOR SUCH ERRORS. CUSTOMER ACKNOWLEDGES THAT SUCH ERRORS ARE INEVITABLE AND AGREES THAT IT IS THE SOLE RESPONSIBILITY OF CUSTOMER TO IDENTIFY AND CORRECT ANY SUCH ERRORS BEFORE USING AND/OR RELYING ON THE RESULTS OF THE USE OF ANY SPEECH RECOGNITION SOFTWARE PROGRAM LICENSED HEREUNDER. CUSTOMER ACKNOWLEDGES AND AGREES THAT NUANCE DOES NOT PROVIDE MEDICAL SERVICES TO PATIENTS AND IS NOT ENGAGED IN THE PRACTICE OF MEDICINE, A N D T H A T C U S T O M E R ' S U S E O F T H E S O F TW A R E D O E S N O T A B S O L V E CUSTOMER OF ITS OBLIGATION TO EXERCISE INDEPENDENT MEDICAL JUDGMENT IN RENDERING HEALTH CARE SERVICES TO PATIENTS. CUSTOMER ACKNOWLEDGES THAT THE PROFESSIONAL DUTY TO THE PATIENT IN PROVIDING HEALTHCARE SERVICE LIES SOLELY W I T H CUSTOMER. CUSTOMER AGREES THAT ANY RELIANCE UPON THE SOFTWARE SHALL NOT DIMINISH CUSTOMER S RESPONSIBILITY FOR PATIENT CARE... Customer Data. The Software has a feature by which Customer may enable Nuance to collect Speech Data. By turning on the feature to provide Nuance with Speech Data, Customer acknowledges, consents and agrees that Nuance may collect and use the Speech Data as provided hereunder. The Parties agree that Speech Data shall only be used by Nuance or third parties acting under the direction of Nuance, pursuant to confidentiality provisions, to tune, enhance and improve the speech recognition and other X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

322 0 0 0 components of the Software, and other Nuance services and products. Nuance will not use the information elements in any Speech Data for any purpose except as set forth above.. Payments... Payments to Authorized Reseller (Cerner). Customer will pay Authorized Reseller according to the terms of its agreement with Authorized Reseller for all amounts due on Orders placed by Customer with Authorized Reseller for the Software, Equipment and Services covered by this Agreement... If Customer elects to purchase any products or services directly from Nuance by placing an purchase order with Nuance that indicates that the terms of this Agreement are intended to apply, then Nuance s standard payment terms shall apply unless the Customer and Nuance first negotiate different payment terms.. Audit. Nuance, or a third party appointed by Nuance, shall have the right, not more than once a year and upon reasonable notice, to conduct an audit of Customer s records to confirm compliance with the license grant and other terms of this Nuance Agreement. Any audit shall be performed after reasonable advance notice during Customer s normal business hours.. Delivery. With respect to Orders fulfilled by Nuance, the following terms of this Section shall apply:.. Shipping Terms. For Orders with Software and Equipment requiring delivery within the United States, such Software and Equipment will be shipped FOB Shipping Point. For Orders with Software and Equipment requiring delivery outside the United States, Software and Equipment will be shipped FCA Shipping Point. Subject to Section. below, Customer shall bear all shipping, freight and transportation charges from Nuance s warehouse facility... Risk of Loss. Risk of loss or damage to the Software and Equipment shall pass to Customer upon delivery to the common carrier at Nuance s warehouse facility. If Customer fails to pay for any Equipment, Nuance reserves the right to repossess such Equipment.. Term; Termination... Term. This Agreement shall become effective as of the Effective Date and unless terminated early X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

323 0 0 0 for cause by either party pursuant to Section., shall continue indefinitely with respect to the perpetual licenses granted hereunder or until the expiration of licenses for a fixed term, as indicated in an Order. ( Agreement Term )... Termination for Cause. Either Party may terminate the Agreement or any Order by written notice if the other Party: (i) commits a material breach of this Agreement and fails to cure such breach within thirty (0) days after receiving written notice of such breach, or (ii) materially breaches the Agreement in a manner that cannot be remedied; or (iii) becomes insolvent, commences dissolution proceedings or ceases to operate in the ordinary course of business... Effect of Expiration or Termination. Upon the expiration or termination of any Order, by either party, all licenses granted to Customer, and all Services obtained by Customer, under such Order shall terminate and Customer shall cease using the applicable Software and shall return same to Nuance. Neither the expiration nor termination of this Agreement, any individual Orders, or any license shall affect the parties rights and obligations under Sections..,, and herein. If Customer elects to purchase any products or services directly from Nuance pursuant to Section., termination of this Agreement for cause shall not terminate Customer s obligation to make payments that accrued before or on account of termination of the Agreement. Ownership and Proprietary Rights. Except for the limited licenses granted pursuant to this Agreement, the terms of the Agreement do not convey any ownership or other rights of any kind to Customer in or to the Software. Nuance, as between Nuance and Customer, shall own all right, title and interest in and to all Software (including, without limitation, all Updates, Upgrades, improvements, enhancements, and/or custom features and functions) and all patents, copyrights and other intellectual property rights therein. Effective on delivery of each Update or Upgrade to Customer, Nuance shall be deemed to have granted Customer a license to use such Update or Upgrade in conjunction with the Software to which such Update or Upgrade relates, subject to the terms of this Agreement.. Confidentiality... Use and Disclosure. The Receiving Party agrees () to hold the Disclosing Party s Confidential Information in strict confidence, and to use at least the same standard of care that the Receiving Party uses to in protect its own Confidential Information, () not to disclose the Disclosing Party s Confidential Information to any third party, and () not to use any Confidential Information of the Disclosing Party without first obtaining the Disclosing Party s written consent, except as reasonably required to exercise its rights or perform its obligations under this Agreement. The Receiving Party agrees to limit disclosure of the Disclosing Party s Confidential Information to those employees who need to know the same to X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

324 0 0 0 accomplish the purposes of this Agreement, and who have executed a written agreement with terms substantially similar to those contained herein... Exclusions. The obligations to preserve the confidential nature of any of the Confidential Information described herein shall not apply to information that (i) was previously known to the Receiving Party free of any obligation to keep it confidential; (ii) is or becomes generally known to the public or is obtainable from public sources other than as a result of an act or omission of the Receiving Party; (iii) is independently developed by or on behalf of the Receiving Party without use of or reference to the Disclosing Party s confidential information; or (iv) the Receiving Party is compelled to disclose the Confidential Information by a governmental agency or a court of law having proper jurisdiction. If disclosure is compelled pursuant to subsection (iv) of this section, the Receiving Party shall give the Disclosing Party reasonable notice to enable the Disclosing Party to try to protect the confidentiality of the Confidential Information. 0. Limited Warranties. 0.. Nuance Products Warranty. Nuance warrants that upon initial delivery, and for a period of ninety (0) days thereafter, the Nuance Software and Nuance Equipment will operate in all material respects in conformity with the functional specifications set forth in the applicable Documentation. Customer must notify Nuance of any breach of such warranty within the warranty period. Customer s sole and exclusive remedy and Nuance s entire liability for any breach of the warranties set forth in this Section 0. will be for Nuance, at Nuance s option, to (a) correct the defect that is causing the breach of the warranty, (b) replace such defective Nuance Product in lieu of correcting the defect, or (c) refund to Customer the fees paid by Customer for the nonconforming Nuance Software or Nuance Equipment (and any unused, prepaid Maintenance Services Fees Customer has paid for such Nuance Software and/or Nuance Equipment, as applicable) and terminate the license to any such Nuance Software. 0.. Services Warranty. Nuance warrants that the Services provided by Nuance pursuant to this Agreement shall be performed in a professional manner by trained and skilled personnel. Customer must notify Nuance of any breach of such warranty within ninety (0) days from performance of the defective Services giving rise to the breach of warranty claim. Customer s sole and exclusive remedy and Nuance s entire liability for any breach of the warranty set forth in this Section 0. will be for Nuance to re-perform such non-conforming Services. 0.. Limitation of Warranties. The warranties set forth in this Section 0 shall not apply, and Nuance shall have no warranty obligation or liability with respect to (a) any Nuance Product that (i) is damaged X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

325 0 0 0 through no fault of Nuance; (ii) is modified by anyone other than Nuance; (iii) is used for any purpose other than its intended purpose (as specified in the Documentation); (iv) is used with equipment not specified as compatible with the Nuance Product in such Nuance Product s Documentation; (v) is used with software not specified as compatible with said Nuance Product in the Nuance Product s Documentation; (vi) Customer fails to properly install or maintain; (b) any computer malfunction not attributable to the Nuance Products or Nuance; (c) any incorrect use of the Nuance Products; or (d) any willful misconduct or negligent action or omission of Customer. 0.. Disclaimer. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 0 ARE EXCLUSIVE AND THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND NUANCE HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND/OR NON- INFRINGEMENT AND TITLE. NUANCE DOES NOT WARRANT THAT THE SOFTWARE, EQUIPMENT OR SERVICES WILL YIELD ANY PARTICULAR BUSINESS OR FINANCIAL RESULT, OR THAT THE SERVICES WILL BE PERFORMED WITHOUT ERROR OR INTERRUPTION. NUANCE MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY THIRD PARTY SOFTWARE OR ANY THIRD PARTY EQUIPMENT. NUANCE S SOLE OBLIGATION WITH RESPECT TO ANY THIRD PARTY SOFTWARE AND/OR THIRD PARTY EQUIPMENT SHALL BE TO MAKE COMMERCIALLY REASONABLE EFFORTS TO ASSIST CUSTOMER TO ENFORCE THE WARRANTIES EXTENDED BY THE MANUFACTURER OF THE APPLICABLE THIRD PARTY SOFTWARE AND/OR THIRD PARTY EQUIPMENT, IF ANY.. Limitation of Liability... Disclaimer. EXCEPT FOR CUSTOMER S BREACH OF SECTION. [Software] (....), IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, COLLATERAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF COVER, COST OF DELAY, OR DAMAGES TO BUSINESS REPUTATION), HOWEVER CAUSED, REGARDLESS OF THE BASIS OR LEGAL THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE), OR WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES... Maximum Liability. NUANCE S MAXIMUM CUMULATIVE LIABILITY UNDER, IN CONNECTION WITH, OR RELATED TO THIS AGREEMENT (INCLUDING ANY ORDER), REGARDLESS OF THE BASIS OR LEGAL THEORY OF LIABILITY (CONTRACT, TORT OR X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx 0 OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

326 0 0 0 OTHERWISE), SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL FEES ACTUALLY RECEIVED BY NUANCE WITH RESPECT TO THE ORDER (LESS ANY REFUNDS OR CREDITS), FOR THE APPLICABLE SOFTWARE, EQUIPMENT OR SERVICES GIVING RISE TO THE CLAIM, IN THE TWELVE () MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THE LIMIT ON LIABILITY. HOWEVER, THE LIMITATIONS STATED IN THIS SECTION SHALL NOT APPLY TO (..)... Third Party Suppliers. UNDER NO CIRCUMSTANCES SHALL NUANCE S THIRD PARTY SUPPLIERS OF ANY COMPONENT OR PORTION OF THE SOFTWARE OR NUANCE EQUIPMENT BE RESPONSIBLE OR LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY DAMAGES, DIRECT OR OTHERWISE. SUCH THIRD PARTY SUPPLIERS ARE THIRD PARTY BENEFICIARIES OF THIS SECTION.... Essential Basis. THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND, ABSENT ANY OF SUCH DISCLAIMERS, EXCLUSIONS OR LIMITATIONS OF LIABILITY, THE PROVISIONS OF THIS AGREEMENT DISCLAIMERS set forth in this Section SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.. Intellectual Property Infringement... Duty to Defend. In the event of any Claim (as defined below) by any third party against the Customer, Customer shall within five () business days notify Nuance in writing, and, upon receiving Customer s approval as described below, Nuance, at its expense, will defend Customer from any claim, or suit made or brought against Customer by an unaffiliated third party alleging that Customer s use of the Software within the scope of this Agreement infringes such third party s United States patent, trademark or copyright (each, a Claim ), and indemnify Customer from any resulting judgment of the Claim finally awarded against Customer by a court of competent jurisdiction, or settlement of the Claim agreed to by Nuance. Upon written approval by Customer, which approval will not be unreasonably withheld or delayed, Nuance shall conduct and control the defense of any such action Claim and all negotiations for its settlement or compromise; provided, however, that any settlement or compromise shall provide for a full release of Customer. Customer may at its own expense participate in (but not control) the defense of the Claim, Nuance s obligation under this Section shall be subject to Customer s providing Nuance with the above referenced notice of any Claim, cooperation with Nuance in the defense and settlement of the Claim and approval to assume control over the defense and settlement of the Claim. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

327 0 0 0 Nuance will have no liability for Customer s costs and expenses in defending a Claim before Nuance receives Customer s above referenced written approval to defend such Claim... Remedies. If a court of competent jurisdiction makes a determination that any Software infringes, or if Nuance, in its reasonable opinion, determines that the Software likely infringes, Nuance, at its option and expense, shall: (i) modify the infringing portion of the Software so as to make it non- infringing; (ii) replace the infringing Software with a non- infringing program having substantially similar functionality; (iii) obtain the right to continue using the infringing portion of the Software; or (iv) terminate Customer s rights with respect to the infringing Software and refund Customer the Fees paid for the affected Software prorated over a five-year period from the delivery date... Exclusions. Nuance s obligations under this Section shall not apply to the extent of any Claim or infringement resulting from (i) Customer s continued use of the infringing Software after receipt of notice from Nuance of a claim or after receipt of the remedy required of Nuance under this Section ; (ii) modifications to the Software by any party other than Nuance; (iii) modifications to the Software made pursuant to Customer s express instructions; (iv) combination or use of the Software with other products, processes or materials if the Software itself does not infringe; or (v) Customer s use of the Software other than in accordance with the terms of this Agreement. Customer shall indemnify, defend and hold Nuance harmless (including all costs and attorneys fees) against any claims concerning infringement brought against Nuance allegedly arising from any of the foregoing... Exclusive Remedy. Nuance s obligations set forth in this Section shall constitute the sole liability of Nuance, and the sole and exclusive remedy of Customer, with regard to any claims, actions, suits or proceedings concerning intellectual property rights.. Governing Law. This Agreement will be governed by the laws of the Commonwealth of Massachusetts, without regard to principles of conflict of laws. The Parties agree to submit all disputes related to this Agreement to the courts in the Commonwealth of Massachusetts, to which, each Party consents to the jurisdiction of such courts and waives any objection it may have with respect to venue.. Miscellaneous... Injunctive Relief. The Parties agree that remedies at law may be inadequate to protect against a breach of Sections. (....),, and. hereof and both Parties hereby agree to grant injunctive relief in favor of the other Party without proof of actual damages for any breach of those sections. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

328 Export. Where applicable, each Party agrees to comply with all export laws and restrictions and regulations that the Department of Commerce or other United States or foreign agency or authority issues, and not to knowingly export, or allow the export or re-export in violation of any such restrictions, laws or regulations, or without all required licenses and authorizations... Independent Status of Parties. Nothing contained in this Agreement, nor in the relationship created thereby, shall be interpreted to evidence a joint venture, partnership or principal- agent relationship between Nuance and Customer. Neither Party shall have any right or authority to act on behalf of, or incur any obligation for, the other Party... Publicity. Nuance may, with Customer s written consent, include Customer s name in Nuance s Customer list, and may identify Customer as its Customer in its sales presentations, marketing materials, advertising, promotion and similar public disclosures... Order of Precedence. The Schedules, General Terms and Conditions, Business Associate Agreement, Hardware and Software Maintenance Options Terms and Conditions, and each Order, as applicable and to the extent reasonably possible, shall be construed so as to be consistent with each other. If the aforementioned documents cannot reasonably be construed as consistent with each other, then each document shall prevail over all documents listed subsequently in the preceding sentence... No Third Party Beneficiaries. Nothing in this Agreement is intended to create any rights in, or confer any benefits upon, any person or entity other than the parties to this Agreement... Assignment. Customer may not assign its rights or obligations hereunder or subcontract any portion of its performance hereunder without Nuance s prior written consent... Force Majeure. Neither Party shall be responsible for delays or failure in performance resulting from acts beyond the control of such Party, including without limitation, acts of God, strikes, lockouts, riots, acts of war, acts of terrorism, epidemics, fire, communication line failures, power surges or failures, earthquakes or other disasters. Nuance shall not be liable for delays or for failure to manufacture and/or deliver due to causes beyond its reasonable control... Business Associate. Customer and Nuance agree that Nuance is a subcontractor to the Authorized Reseller with respect to the Nuance Products that Nuance provides to Customer pursuant to Orders. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

329 0 0 0 Therefore, Nuance agrees to comply with the terms and conditions of the Business Associate Agreement between Authorized Reseller ( Cerner ) and Customer when it creates, maintains, or receives on behalf, or from, Customer in the performance of this Agreement, a copy of which is attached as Exhibit B. Nuance also acknowledges that Nuance is currently a party to an existing Business Associate Agreement between Nuance and Authorized Reseller ( Cerner )..0. Notice. All notices hereunder shall be sent to the parties at their respective addresses first set forth above, or at such other addresses as they may designate by written notice. Customer shall also send a copy of all notices it sends to Nuance to Nuance s General Counsel at Wayside Road, Burlington, MA 00. All notices shall be deemed to have been given when (i) delivered personally, (ii) sent via certified mail (return receipt requested), (iii) sent fax (all with confirmation of receipt), or (iv) sent via recognized air courier service... Amendments. This Agreement may not be modified or amended except by a written document signed by the authorized representatives of both Parties... Waiver. Any failure to insist on the exact performance of any provision of this Agreement shall not constitute a waiver of any rights by either Party, all of which are hereby expressly reserved... Severability. If any of the provisions of this Agreement shall be or become invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the remaining provisions of this Agreement... Construction of Agreement. This Agreement will not be presumptively construed for or against either Party. The section headings used herein are for reference and convenience only, and shall not enter into the interpretation hereof. This Agreement may be executed in multiple counterparts and delivered by facsimile transmission, each of which shall be deemed an original but all of which shall constitute one and the same instrument... Authorized Reseller. Nuance has signed agreements with certain organizations to promote, market and resell certain software licenses, equipment, and services (each, an Authorized Reseller ). Each such Authorized Reseller remains independent and separate from Nuance. Nuance is not responsible for the actions, statements or recommendations of Authorized Reseller or any obligations such Authorized Reseller has to Customer. In the event Customer purchases Software licenses, and associated Equipment and Services, from an Authorized Reseller pursuant to an Order under this Agreement, the terms of this Agreement will be modified with respect to each such Order as follows: X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

330 0 0 0 Customer shall be invoiced by, and shall pay to, such Authorized Reseller the Software license fees, Equipment fees, Profession Services fees, Training Services fees, and first-year Maintenance Services fees related to each such Order, as indicated in said Order, and shall reimburse such Authorized Reseller for all applicable taxes and assessments related thereto... Entire Agreement. This Agreement constitutes the sole and complete agreement between the parties with regard to its subject matter. Neither Party shall be subject to any provisions of any pre-printed purchase order, or any Customer policies, regulations, rules, or the like, including those set forth in any Customer sponsored registration system, regardless if such requires affirmative acknowledgement from a Nuance representative. In the event that Customer s use of the Software requires Customer to agree to a click-through agreement, Nuance agrees that the terms of this Agreement supersede and govern Customer s use of the Software. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page 0 of 0

331 0 0 0 Exhibit A Definitions Authorized User means an individual: (a) Customer employee, or (b) contractor who has a need to use the applicable Software based upon a contractual relationship with Customer. Confidential Information means all tangible and intangible confidential and proprietary information and trade secrets (whether or not patentable or copyrightable) owned or possessed by either Party ( Disclosing Party ) prior to the expiration or termination of this Agreement, including without limitation, each Party s and its affiliates and subsidiaries business/customer information, business practices, data processes, computer or software products or programs and all related documentation, cost and pricing data, knowhow, marketing or business plans, analytical methods and procedures, hardware design, technology, financial information, personnel or customer data, in each case that is disclosed to the other Party ( Receiving Party ) or to which the Receiving Party gains access in connection with this Agreement. Confidential Information shall not include Protected Health Information or PHI (as defined in Exhibit B), the protection of which is governed by Exhibit B. Documentation means the Nuance administrative guide and user s guide, for the applicable Software or Nuance Equipment, provided to Customer in the performance of an Order. Equipment means Nuance Equipment and Third Party Equipment collectively. Implementation Services Order or ISO means the ordering document attached to the Order, setting forth a description of the Training Services and/or Professional Services. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

332 0 0 0 License Model means the type of license applicable to specific Software, used to dictate usage limitations with respect to the Software and/or as a pricing methodology. Maintenance Services are the services that Nuance provides, pursuant to an Order, to maintain the Nuance Products (as applicable), which services are as posted on Nuance s website at URLhttp:support.nuance.com/healthcare under Hardware and Software Maintenance Options Terms and Conditions. Nuance may update the URL from time to time. Nuance Equipment means hardware manufactured by Nuance and supplied to Customer pursuant to an Order. Except as expressly provided by this Agreement, Nuance Equipment does not include Third Party Equipment. Nuance Products means the Software (or licenses thereto) and Nuance Equipment, individually or collectively. Order means the purchase ordering document between Customer and the Authorized Reseller that sets forth the specific Software (including license type), Equipment, and Services purchased by Customer, and the price associated with each, and also includes the ISO (if applicable). Prevailing Rate means Nuance s then-current pricing for the applicable Software, Equipment and/or Services. Professional Services means those Nuance services, other than Maintenance Services and Training Services, obtained from Nuance by the Authorized Reseller for resale to Customer and set forth in an Order. Schedule means each of the schedules identified on the first page of this Agreement and incorporated therein. Services means Professional Services, Training Services and/or Maintenance Services, as applicable. Software means (i) the object code version of any Nuance proprietary software product obtained from Nuance by the Authorized Reseller for resale to Customer and specified in an Order, (ii) all Updates and Upgrades thereto that are provided to Customer by Nuance, either directly or through the Authorized Reseller, (iii) any customized features and functions provided by Nuance pursuant to this Agreement, and (iv) all related Documentation. Except expressly stated to the contrary, Software does not include Third Party Software. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

333 0 0 0 Speech Data means the audio files, associated transcriptions and log files provided by Customer hereunder or generated in connection with the Software. Third Party Equipment means hardware that is not manufactured by Nuance and supplied to Customer pursuant to an Order. Third Party Software means software proprietary to a third party. Training Services means the Nuance training services obtained from Nuance by the Authorized Reseller for resale to Customer and set forth in an Order. Update means a release of Software that Nuance generally releases to its customers as part of its Maintenance Services which may include minor feature enhancements, and/or bug fixes and/or fixes of minor errors and/or corrections, and typically is identified by an increase in a release or version number to the right of the first decimal (for example, an increase from Version. to. or from Version.. to..). Update shall not be construed to include Upgrades. Upgrade means a release of Software that Nuance generally releases to its customers as part of its Maintenance Services which may include some feature enhancements and/or additional capabilities (functionality) over versions of the Software previously supplied to Customer, and typically is identified by an increase in the release or version number to the left of the decimal (for example, an increase from Version. to Version.0). Upgrades do not include new software and/or products that Nuance, in its sole discretion, designates and markets as being independent from the Software. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

334 0 0 0 Exhibit B Business Associate Terms and Conditions A. GENERAL PROVISIONS AND RECITALS. The parties agree that the terms used, but not otherwise defined below, shall have the same meaning as those terms in the Health Insurance Portability and Accountability Act of (HIPAA) as it may exist now or be hereafter amended.. It is agreed by both parties that CONTRACTOR is a Business Associate of COUNTY for the purposes of this Agreement.. It is understood by both parties that the Health Information Technology for Economic and Clinical Health Act ( HITECH ) made certain provisions of the HIPAA Security and Privacy Rules apply to the CONTRACTOR in the same manner as they apply to the covered entity (COUNTY). CONTRACTOR shall therefore at all times be in compliance with the applicable provisions of both the Privacy and the Security Rules as are described in Subparagraphs B.. and B.. below, and is responsible for complying with the issued regulations for said rules to the extent applicable to CONTRACTOR, as they currently exist or are hereafter amended, for purposes of safeguarding any Protected Health Information (PHI) used or generated by CONTRACTOR consistent with the terms of this agreement.. It is understood by both parties that the Privacy Rule does not pre-empt any state statutes, rules or regulations that impose more stringent requirements with respect to confidentiality of PHI.. COUNTY wishes to disclose certain information to CONTRACTOR pursuant to the terms of this Agreement, some of which may constitute PHI as defined in Subparagraph B.. below.. COUNTY and CONTRACTOR intend to protect the privacy and provide for the security of PHI disclosed to the CONTRACTOR pursuant to this Agreement, in compliance with HIPAA and the regulations promulgated thereunder by the U.S. Department of Health and Human Services as they may X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

335 0 0 0 now exist or be hereafter amended. B. DEFINITIONS. Breach means the acquisition, access, use, or disclosure of Protected Health Information in a manner not permitted under the HIPAA Privacy Rule which compromises the security or privacy of the Protected Health Information. a. For purposes of this definition, compromises the security or privacy of the Protected Health Information means poses a significant risk of financial, reputational, or other harm to the Individual. b. A use or disclosure of Protected Health Information that does not include the identifiers listed at. (e) (), date of birth, and zip code does not compromise the security or privacy of protected health information. c. Breach excludes: ) Any unintentional acquisition, access, or use of Protected Health Information by a workforce member or person acting under the authority of a covered entity or a business associate, if such acquisition, access, or use was made in good faith and within the scope of authority and does not result in further use or disclosure in a manner not permitted under the Privacy Rule. ) Any inadvertent disclosure by a person who is authorized to access Protected Health Information at a covered entity or business associate to another person authorized to access Protected Health Information at the same covered entity or business associate, or organized health care arrangement in which the covered entity participates, and the information received as a result of such disclosure is not further used or disclosed in a manner not permitted under the Privacy Rule. ) A disclosure of Protected Health Information where a covered entity or business associate has a good faith belief that an unauthorized person to whom the disclosure was made would not reasonably have been able to retains such information.. Designated Record Set shall have the meaning given to such term under the Privacy Rule, including, but not limited to, CFR Section.0.. Individual shall have the meaning given to such term under the Privacy Rule, including, but not limited to, CFR Section 0.0 and shall include a person who qualifies as a personal representative in accordance with CFR Section.0(g).. Privacy Rule shall mean the Standards for Privacy of Individually Identifiable Health Information at CFR Part 0 and Part, Subparts A and E.. Security Rule shall mean the Security Standards for the Protection of Electronic Protected Health Information at CFR Part 0, Part, and Part, Subparts A and C.. Protected Health Information or PHI shall have the meaning given to such term under the Privacy Rule, including, but not limited to, CFR Section 0.0, as applied to the information created or received by Business Associate from or on behalf of Covered Entity.. Required by Law shall have the meaning given to such term under the Privacy Rule, X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx 00 OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

336 0 0 0 including, but not limited to, CFR Section.0.. Secretary shall mean the Secretary of the Department of Health and Human Services or his or her designee.. Unsecured Protected Health Information means Protected Health Information that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the Secretary of Health and Human Services in the guidance issued on the HHS Web site. C. OBLIGATIONS AND ACTIVITIES OF CONTRACTOR AS BUSINESS ASSOCIATE:. CONTRACTOR agrees not to use or disclose PHI other than as permitted or required by this Agreement or as required by law.. CONTRACTOR agrees to use appropriate safeguards to prevent use or disclosure of PHI other than as provided for by this Agreement.. CONTRACTOR agrees to mitigate, to the extent practicable, any harmful effect that is known to CONTRACTOR of a use or disclosure of PHI by CONTRACTOR in violation of the requirements of this Agreement.. CONTRACTOR agrees to report to COUNTY within ten (0) business days any use or disclosure of PHI not provided for by this Agreement of which CONTRACTOR becomes aware.. CONTRACTOR agrees to ensure that any agent, including a subcontractor, to whom it provides PHI received from COUNTY, or created or received by CONTRACTOR on behalf of COUNTY, agrees to the same restrictions and conditions that apply through this Agreement to CONTRACTOR with respect to such information.. CONTRACTOR agrees to provide access, within fifteen () calendar days of receipt of a written request by COUNTY, to PHI in a Designated Record Set, to COUNTY or, as directed by COUNTY, to an Individual in order to meet the requirements under CFR Section... CONTRACTOR agrees to make any amendment(s) to PHI in a Designated Record Set that COUNTY directs or agrees to pursuant to CFR Section. at the request of COUNTY or an Individual, within thirty (0) calendar days of receipt of said request by COUNTY. CONTRACTOR agrees to notify COUNTY no later than ten (0) calendar days after said amendment is completed.. For purposes of the Secretary determining COUNTY s compliance with the Privacy Rule, CONTRACTOR agrees to make internal practices, books, and records, including policies and procedures and PHI, relating to the use and disclosure of PHI received from, or created or received by CONTRACTOR on behalf of COUNTY, available to COUNTY and the Secretary, in a time and manner as determined by COUNTY, consistent with the direction of the Secretary.. CONTRACTOR agrees to document any disclosures of PHI and to make information related to such disclosures available as would be required for COUNTY to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with CFR Section.. 0. CONTRACTOR agrees to provide COUNTY or an Individual, as directed by COUNTY, X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx 0 OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

337 0 0 0 within thirty (0) day of request by COUNTY that information collected in accordance with this Agreement, in order to permit COUNTY to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with CFR Section... CONTRACTOR shall work with COUNTY upon notification by CONTRACTOR to COUNTY of a Breach to properly determine if any Breach exclusions exist as defined in Subparagraph B..c. above. D. SECURITY RULE. Security. CONTRACTOR shall establish and maintain appropriate administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of electronic PHI. CONTRACTOR shall follow generally accepted system security principles and the requirements of the final HIPAA rule pertaining to the security of PHI.. Agents and Subcontractors. CONTRACTOR shall ensure that any agent, including a subcontractor, to whom it provides electronic PHI, agrees to implement reasonable and appropriate safeguards to protect the PHI.. Security Incidents. CONTRACTOR shall report any security incident of which it becomes aware to COUNTY. For purposes of this agreement, a security incident means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations. This does not include trivial incidents that occur on a daily basis, such as scans, pings, or unsuccessful attempts to penetrate computer networks or servers maintained by CONTRACTOR. E. BREACH DISCOVERY AND NOTIFICATION. Following the discovery of a Breach of Unsecured Protected Health Information, CONTRACTOR shall notify COUNTY of such Breach, however both parties agree to a delay in the notification if so advised by a law enforcement official, pursuant to CFR... A Breach shall be treated as discovered by CONTRACTOR as of the first day on which the Breach is known to the CONTRACTOR, or by exercising reasonable diligence, would have been known to CONTRACTOR.. CONTRACTOR shall be deemed to have knowledge of a Breach if the Breach is known, or by exercising reasonable diligence would have known, to any person who is an employee, officer, or other agent of the CONTRACTOR, as determined by federal common law of agency.. CONTRACTOR shall provide the notification of the Breach of Unsecured Protected Health Information without unreasonable delay, and in no case later than ten (0) business days after CONTRACTOR s discovery of a Breach.. CONTRACTOR s notification may be written or oral, but, if oral, shall be followed by written notification confirming the oral notification within twenty-four () hours of said notification. Thereafter, CONTRACTOR shall provide written notification containing the contents stated below within X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx 0 OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

338 0 0 0 five () business days. CONTRACTOR shall be required to provide any other information relevant to the Breach in writing as soon as the information is available.. CONTRACTOR s notification shall include, to the extent possible: a. The identification of each Individual whose unsecured protected health information has been, or is reasonably believed by CONTRACTOR to have been, accessed, acquired, used, or disclosed during the Breach, b. Any other information that COUNTY is required to include in the notification to Individual it must provide pursuant to CFR.0 (c), at the time CONTRACTOR is required to notify COUNTY, or promptly thereafter as this information becomes available, even after the regulatory sixty (0) day period set forth in CFR.0 (b) has elapsed, including: ) A brief description of what happened, including the date of the Breach and the date of the discovery of the Breach, if known; ) A description of the types of Unsecured Protected Health Information that were involved in the Breach (such as whether full name, social security number, date of birth, home address, account number, diagnosis, disability code, or other types of information were involved); ) Any steps Individuals should take to protect themselves from potential harm resulting from the Breach; and ) A brief description of what CONTRACTOR is doing to investigate the Breach, to mitigate harm to Individuals, and to protect against any future Breaches.. The Parties may agree that CONTRACTOR shall provide notice to the Individual as required in CFR.0 if it is reasonable to do so under the circumstances.. In the event that CONTRACTOR is responsible for a Breach of Unsecured Protected Health Information, in violation of the Privacy Rule, CONTRACTOR shall have the burden of demonstrating that CONTRACTOR made all notifications to COUNTY as required by the Breach Notification regulations, or in the alternative, that the use or disclosure did not constitute a Breach as defined in CFR.0.. CONTRACTOR shall maintain documentation of its risk assessment of the application of an exception to demonstrate that the notification was not required in accordance with CONTRACTOR s policies and procedures, but in no event less than six () years. 0. CONTRACTOR shall provide to COUNTY all specific and pertinent information about the Breach to permit COUNTY to meet its notification obligations under the HITECH Act, as soon as practicable, but in no event later than twenty (0) calendar days after reporting the initial Breach to the COUNTY.. CONTRACTOR shall continue to provide all additional pertinent information about the Breach to COUNTY as it may become available, in reporting increments of fifteen () calendar days after the last report to COUNTY. CONTRACTOR shall also respond in good faith to any reasonable requests for further information, or follow-up information after report to COUNTY, when such request is X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx 0 OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

339 0 0 0 made by COUNTY.. CONTRACTOR shall bear the expense of any notifications associated with the Breach should the Breach be caused due to CONTRACTOR s negligence or willful misconduct. F. PERMITTED USES AND DISCLOSURES BY CONTRACTOR. Except as otherwise limited in this Agreement, CONTRACTOR may use or disclose PHI to perform functions, activities, or services for, or on behalf of, COUNTY as specified in this Agreement, provided that such use or disclosure would not violate the Privacy Rule if done by COUNTY.. CONTRACTOR is permitted to use PHI as necessary for the proper management and administration of CONTRACTOR or to carry out legal responsibilities of CONTRACTOR. (ref. C.F.R..0(e)()(i)(A-B)).. CONTRACTOR is permitted to disclose PHI received from COUNTY for the proper management and administration of CONTRACTOR or to carry out legal responsibilities of CONTRACTOR, provided: a. The disclosure is required by law; or b. CONTRACTOR obtains reasonable assurances from the person to whom the PHI is disclosed that it will be held confidentially and used or further disclosed only as required by law or for the purposes for which it was disclosed to the person, the person will use appropriate safeguards to prevent unauthorized use or disclosure of the PHI, and the person immediately notifies CONTRACTOR of any instance of which it is aware in which the confidentiality of the Information has been Breached. (ref. C.F.R..0(e)()(ii)).. CONTRACTOR is also permitted to use or disclose PHI to provide data aggregation services, as that term is defined by C.F.R..0, relating to the health care operations of COUNTY. G. OBLIGATIONS OF COUNTY. COUNTY shall notify CONTRACTOR of any limitation(s) in COUNTY s notice of privacy practices in accordance with CFR Section.0, to the extent that such limitation may affect CONTRACTOR s use or disclosure of PHI.. COUNTY shall notify CONTRACTOR of any changes in, or revocation of, permission by an Individual to use or disclose PHI, to the extent that such changes may affect CONTRACTOR s use or disclosure of PHI.. COUNTY shall notify CONTRACTOR of any restriction to the use or disclosure of PHI that COUNTY has agreed to in accordance with CFR Section., to the extent that such restriction may affect CONTRACTOR s use or disclosure of PHI.. COUNTY shall not request CONTRACTOR to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by COUNTY. H. BUSINESS ASSOCIATE TERMINATION X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx 0 OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

340 In addition to the rights and remedies provided in the Termination Paragraph of this Agreement, upon COUNTY s knowledge of a material breach by CONTRACTOR of the requirements of this Paragraph, COUNTY shall either: a. Provide an opportunity for CONTRACTOR to cure the material breach or end the violation and terminate this Agreement if CONTRACTOR does not cure the material breach or end the violation within thirty (0) business days; or b. Immediately terminate this Agreement if CONTRACTOR has breached a material term of this Agreement and cure is not possible; or c. If neither termination nor cure is feasible, COUNTY shall report the violation to the Secretary of the Department of Health and Human Services.. Upon termination of this Agreement, all PHI provided by COUNTY to CONTRACTOR, or created or received by CONTRACTOR on behalf of COUNTY, shall either be destroyed or returned to COUNTY as provided in the Termination Paragraph of this Agreement, and in conformity with the Privacy Rule. a. This provision shall apply to PHI that is in the possession of subcontractors or agents of CONTRACTOR. b. CONTRACTOR shall retain no copies of the PHI. c. In the event that CONTRACTOR determines that returning or destroying the PHI is infeasible, CONTRACTOR shall provide to COUNTY notification of the conditions that make return or destruction infeasible. Upon joint determination by COUNTY and CONTRACTOR that return or destruction of PHI is infeasible, CONTRACTOR shall extend the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as CONTRACTOR maintains such PHI. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx 0 OF EXHIBIT G CER0ADMKK HCA ASR Page 0 of 0

341 0 0 0 Schedule for Nuance Management Server for Dragon Medical Enterprise Network Edition The General Terms and Conditions and this Schedule for Nuance Management Server for Dragon Medical Enterprise Network Edition ( Schedule ) apply to the Applicable Software identified in an Order (which Order is referred to herein as the Applicable Order ).. Definitions. For purposes of this Schedule, the following terms shall have the following meanings: Applicable Software means the Nuance Management Server for Dragon Medical Enterprise Network Edition (NMS for DMENE) Software, which consists of the Nuance Management Server (NMS) Software and the Dragon Medical Enterprise Network Edition (DMENE) Software. Authorized User means an individual (a) Customer employee, or independent contractor that Customer authorizes to use the Applicable Software for the purpose of providing services to Customer based upon a contractual relationship with Customer. Device means a personal computing device as specified in the accompanying Documentation. Instance. An Instance of the NMS component of the Applicable Software is created by installing NMS, or by duplicating an existing Instance. References to the NMS in this Schedule include Instances of the NMS. Operating System Environment means a single instance of an operating system and instances of applications, if any, configured to run on that single operating system instance. Physical Operating System Environment means an Operating System Environment configured to run directly on a physical hardware system that uses physical processors, each occupying a single socket on a system s motherboard in a physical hardware system. Virtual Operating System Environment means an Operating System Environment configured to run on a virtual (or otherwise emulated) hardware system that uses virtual processors, whereby a virtual processor is a processor in a virtual (or otherwise emulated) hardware system. A virtual X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx 0 OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

342 0 0 0 processor is considered to have the same number of threads and cores as a physical processor on the underlying physical hardware system.. Grant of Rights. Subject to the terms and conditions of the General Terms and Conditions, this Schedule and the Applicable Order, Nuance hereby grants Customer a limited, non-exclusive, nontransferable, non-sublicensable license to: (a) install and run, at any one time, one Instance of the NMS on one compatible Physical Operating System Environment or one Virtual Operating System Environment, whereby, to run an Instance means to load the NMS into memory and execute one or more of its instructions (once running, an Instance is considered to be running, whether or not its instructions continue to execute, until it is removed from memory). One Instance of the NMS is only licensed for use with one database; and (b) allow up to twenty (0) Authorized Users to: (i) use the Nuance Management Console for NMS to set up Customer s licensed users of Dragon Medical Enterprise Network Edition Software, manage the user options, and perform maintenance tasks on the NMS; and (ii) use the Dragon Medical Enterprise Network Edition Software for the sole purpose of testing Dragon Medical Enterprise Network Edition Software - to support Customer s licensed users. For the avoidance of doubt, the Dragon Medical Enterprise Network Edition Software cannot be used for clinical dictation. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx 0 OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

343 0 0 0 Schedule for Nuance Management Server for Dragon Medical Enterprise Network Edition - Administrator License The General Terms and Conditions and this Schedule for Nuance Management Server for Dragon Medical Enterprise Network Edition - Administrator License ( Schedule ) apply to any Administrator License of the Applicable Software identified in an Order.. Definitions. For purposes of this Schedule, the following terms shall have the following meanings: Administrator License means a limited, non-exclusive, non-transferable, non-sublicensable license for Customer to allow a single Authorized User to: (i) use the web portal to the NMS component of the Applicable Software to set up Customer s licensed users of Dragon Medical Enterprise Network Edition Software, manage the user options, and perform maintenance tasks on the NMS; and (ii) use the Dragon Medical Enterprise Network Edition Software component of the Applicable Software for the sole purpose of testing - to support Customer s licensed users of Dragon Medical Enterprise Network Edition Software. Applicable Software means the Nuance Management Server for Dragon Medical Enterprise Network Edition (NMS for DMENE) Software, which consists of the Nuance Management Server (NMS) Software and the Dragon Medical Enterprise Network Edition (DMENE) Software. Authorized User means an individual (a) Customer employee, or independent contractor that Customer authorizes to use the Applicable Software for the purpose of providing services to Customer based upon a contractual relationship with Customer. Device means a personal computing device as specified in the accompanying Documentation. Instance An Instance of the NMS component of the Applicable Software is created by installing NMS, or by duplicating an existing Instance. References to the NMS in this Schedule X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx 0 OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

344 0 0 0 include Instances of the NMS.. Grant of Rights. Subject to the terms and conditions of the General Terms and Conditions, this Schedule and the applicable Order, Nuance hereby grants Customer an Administrator License, for each such license purchased (as indicated in the Order). For the avoidance of doubt, the Dragon Medical Enterprise Network Edition Software component of the Applicable Software cannot be used for clinical dictation.. Right to Copy. Pursuant to the rights granted under Section above, Customer may reproduce and install copies of the Dragon Medical Enterprise Network Edition Software component of the Applicable Software on the number of Devices as is reasonably necessary to exercise its license rights under Section. All such copies must be true and complete copies (including intellectual property notices) and be made from media or files supplied by Nuance to Customer under the Agreement or from a network source if true and complete copies of such media or files supplied by Nuance are copied to the network source.. Requirements. As a requirement for the Administrator License, Customer must have a valid license of the Applicable Software. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx 0 OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

345 0 0 0 Schedule for Nuance Management Server The General Terms and Conditions and this Schedule for Nuance Management Server ( Schedule ) apply to any Applicable Software identified in an Order.. Definitions. For purposes of this Schedule, the following terms shall have the following meanings: Applicable Software means the Nuance Management Server (NMS) Software. Instance. An Instance of the Applicable Software is created by installing the Applicable Software, or by duplicating an existing Instance. References to the Applicable Software in this Schedule include Instances of the Applicable Software. Operating System Environment means a single instance of an operating system and instances of applications, if any, configured to run on that single operating system instance. Physical Operating System Environment means an Operating System Environment configured to run directly on a physical hardware system that uses physical processors, each occupying a single socket on a system s motherboard in a physical hardware system. Virtual Operating System Environment means an Operating System Environment configured to run on a virtual (or otherwise emulated) hardware system that uses virtual processors, whereby a virtual processor is a processor in a virtual (or otherwise emulated) hardware system. A virtual processor is considered to have the same number of threads and cores as a physical processor on the underlying physical hardware system.. Grant of Rights. Subject to the terms and conditions of the General Terms and Conditions, this Schedule and the applicable Order, Nuance hereby grants Customer a limited, non-exclusive, nontransferable, non-sublicensable license to install and run, at any one time, one Instance of the Applicable X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx 0 OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

346 0 0 0 Software on one compatible Physical Operating System Environment or one Virtual Operating System Environment, whereby, to run an Instan ce means to load the Applicable Software into memory and execute one or more of its instructions (once running, an Instance is considered to be running, whether or not its instructions continue to execute, until it is removed from memory). One Instance of the Applicable Software is only licensed for use with one database. Schedule for Dragon Medical Enterprise Network Edition Client License The General Terms and Conditions and this Schedule for Dragon Medical Enterprise Network Edition Client License ( Schedule ) apply to any Applicable Software identified in an Order.. Definitions. For purposes of this Schedule, the following terms shall have the following meanings: Applicable Software means the Dragon Medical Enterprise Network Edition (DMENE) Software specified in an Order as being licensed pursuant to the Physician Client License or the Non-Physician Client License license model; and which Software requires Customer to have a valid licensed copy of the Nuance Management Server (NMS) Software. Authorized User means an individual (a) Customer employee, or independent contractor that Customer authorizes to use the Applicable Software for the purpose of providing services to Customer based upon a contractual relationship with Customer. Client License means a limited, non-exclusive, non-transferable, non-sublicensable license for Customer to allow a single Authorized User to use the Applicable Software, solely in conjunction with the Nuance Management Server Software, in a manner commensurate with its intended use (as described in the Documentation), and solely for Customer s internal business purposes, and not for an Authorized User s own personal use, nor for the benefit of any third party. Device means a personal computing device as specified in the accompanying Documentation. License Conversion means a voluntary exchange for a license to use the Applicable Software subject to the terms of the General Terms and Conditions and this Schedule, in lieu of a license previously obtained by Customer to use the Replaced Product, provided such an option to exchange is made available by Nuance, at Nuance s sole discretion. Non-Physician means an Authorized User who is not a Physician. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

347 0 0 0 Physician means an Authorized User who is a physician (including, but not limited to: a full time or part time physician; resident; attending physician; physician with privileges; M.D. or D.O.). Replaced Product means a Nuance software product, other than the Applicable Software, that Customer previously obtained a license to use; which license is identified on Appendix A, and for which, Customer can show proof of entitlement to such license. User Profile means the record of an individual s speaker-specific data that provides a consistent dictation experience across successive dictation sessions by such individual.. Grant of Rights. Subject to the terms and conditions of the General Terms and Conditions, this Schedule and the applicable Order, Nuance hereby grants Customer a Client License, for each such license purchased (as indicated in the Order). A separate Client License must be purchased for each Authorized User whose User Profile is used by the Applicable Software.. Restrictions. If the Applicable Software is identified in the Order as being a Non-Physician Client License, then the licenses obtained for such Applicable Software are for the benefit of Non-Physicians only, and such licenses may not be utilized by Physicians.. Right to Copy. Pursuant to the rights granted under Section above, Customer may reproduce and install copies of the Applicable Software on any number of Devices as is reasonably necessary to exercise its license rights under Section. All such copies must be true and complete copies (including intellectual property notices) and be made from media or files supplied by Nuance to Customer under the Agreement or from a network source if true and complete copies of such media or files supplied by Nuance are copied to the network source.. License Conversion. If the Applicable Software is identified on the Order as being a License Conversion, then by Customer installing the Applicable Software obtained pursuant to such Order, Customer s rights to the Replaced Product terminates. If Customer licensed the Replaced Product from a party other than Nuance (e.g., an authorized Nuance reseller), then, upon installation of the Applicable Software, Customer shall terminate its license to the Replaced Product with such third party. At the time of installation of the Applicable Software, Customer shall un-install, and return to Nuance or destroy, the copies of the Replaced Product, which were the basis for Customer s eligibility for the License Conversion, and certify to Nuance, in writing, that Customer has done so. Failure to comply with this provision shall constitute a material breach of the Agreement. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

348 0 0 0 Schedule for Dragon Medical Enterprise Network Edition - Physician Location Site License The General Terms and Conditions and this Schedule for Dragon Medical Enterprise Network Edition - Physician Location Site License ( Schedule ) apply to the Applicable Software identified in an Order (which Order is referred to herein as the Applicable Order ).. Definitions. For purposes of this Schedule, the following terms shall have the following meanings: Applicable Software means the Dragon Medical Enterprise Network Edition (DMENE) Software specified in an Order as being licensed pursuant to the Physician-Only Location Site License license model; and which Software requires Customer to have a valid licensed copy of the Nuance Management Server (NMS) Software. Device means a personal computing device as specified in the accompanying Documentation. Legacy License means a per-user license of Nuance s proprietary Dragon Medical, PowerScribe, RadWhere or EWS self-edit software product that was obtained by Customer prior to its obtaining the Site License, and for which, Customer can show proof of entitlement to such license. Locations means each of the hospitals and other healthcare facilities listed on Appendix A of this Schedule. As used herein, a hospital shall mean only that portion of a listed hospital or other healthcare facility that is located at the physical address stated in Appendix A as of the Effective Date. Locations do not include new facilities or physical structures erected at a listed physical address after the Effective Date. Physicians means persons who are physicians (including, but not limited to, full-time and parttime physicians; residents; attending physicians, physicians with privileges; M.D.s and D.O.s) working on behalf of Customer. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

349 Grant of Rights. Subject to the terms and conditions of the General Terms and Conditions, this Schedule and the Applicable Order, Nuance hereby grants Customer a limited, non-exclusive, nontransferable, non-sublicensable license to allow all Physicians that are located at the Locations to use the Applicable Software, solely in conjunction with Nuance s Nuance Management Server software, in a manner commensurate with its intended use (as described in the Documentation), and solely for Customer s internal business purposes associated with such Locations (the Site License ), and not for a Physician s own personal use, nor for the benefit of Customer s hospitals and other healthcare facilities not listed on Appendix A, nor for the benefit of any third party. Customer may not allow anyone other than such Physicians to use the Applicable Software, including, but not limited to, nurses, physician assistants, and psychologists. Pursuant to the rights granted under this Section, Customer may reproduce and install as many copies of the Applicable Software on as many Devices as is reasonably necessary to exercise its license rights under this Section. All such copies must be true and complete copies (including intellectual property notices) and be made from media or files supplied by Nuance to Customer under the Agreement or from a network source if true and complete copies of such media or files supplied by Nuance are copied to the network source.. Site License Fee. The license fee for the Site License (the Site License Fee ) is based on the aggregate number of Physicians at all of the Locations as of the date of the Applicable Order, except that in the event a Location is a new startup healthcare facility (a new startup healthcare facility being a facility that has not been operating in its current form for at least one () full year), the number of Physicians at such Location shall be calculated based on a good faith estimate of the number of Physicians expected to be at the Location on the first anniversary of the date of the Applicable Order, but in no event shall such number be less than the number of Physicians at such Location on the date of the Applicable Order. The number of Physicians at each Location is set forth in Appendix A. The Site License Fee does not provide for Maintenance Services, which are charged for separately.. Add-on Facility. Appendix A may be amended from time to time in the event Customer wishes to add one or more additional healthcare facilities (a New Location ) to the list of Locations covered by the Site License, upon Customer paying the additional license fee for the New Location (the Additional Site License Fee ), which Additional Site License Fee shall be at the Prevailing Rate. The Additional Site License Fee for adding a New Location to be a Location under the Site License is based on the total number of Physicians at the New Location as of the effective date of the amendment to add such New Location, except that if the New Location is a new startup healthcare facility (a new startup healthcare facility being a facility that has not been operating in its current form for at leas t one () full year), the Additional Site License Fee for adding such New Location to be a Location under the Site License shall be based on a good faith estimate of the aggregate number of Physicians that will be added under Site X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

350 0 0 0 License, as a result of the addition of the New Location, within the one year period immediately following the effective date of the amendment to add such New Location, which estimated aggregate number shall include Physicians added to existing Locations covered by the Site License as a result of the addition of the New Location.. Legacy Licenses. Customer may reduce the Physician count at a Location (or New Location) used to calculate the Site License Fee (or Additional Site License Fee, as applicable) by the number of Legacy L icenses possessed by Customer for such Location (or New Location, as applicable), provided that Customer s rights to the Legacy Licenses shall then immediately terminate. Each such Legacy License used to reduce the Physician count at a Location (or New Location, as applicable) shall be listed in Appendix B. Each Legacy License listed in Appendix B is hereby terminated. Schedule for Dragon Medical Enterprise Network Edition Physician & Non-Physician Location Site License The General Terms and Conditions and this Schedule for Dragon Medical Enterprise Network Edition Physician & Non-Physician Location Site License ( Schedule ) apply to the Applicable Software identified in an Order (which Order is referred to herein as the Applicable Order ).. Definitions. For purposes of this Schedule, the following terms shall have the following meanings: Applicable Software means the Dragon Medical Enterprise Network Edition (DMEME) Software specified in an Order as being licensed pursuant to both the Physician Location Site License license model and the Non - Physician Location Site License license model (listed under two separate SKUs); which Software requires Customer to have a valid licensed copy of the Nuance Management Server (NMS) Software. Authorized User means an individual (a) Customer employee, or independent contractor that Customer authorizes to use the Applicable Software for the purpose of providing services to Customer based upon a contractual relationship with Customer. Device means a personal computing device as specified in the accompanying Documentation. Legacy License means a per-user license of Nuance s proprietary Dragon Medical, PowerScribe, RadWhere or EWS self-edit software product that was obtained by Customer prior to its obtaining the Site License, and for which, Customer can show proof of entitlement to such license. Locations means each of the hospitals and other healthcare facilities listed on Appendix A of this Schedule. As used herein, a hospital shall mean only that portion of a listed hospital or other healthcare facility that is located at the physical address stated in Appendix A as of the X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page 0 of 0

351 0 0 0 Effective Date. Locations do not include new facilities or physical structures erected at a listed physical address after the Effective Date. Non-Physicians means Authorized Users who are nurses, physician assistants, physical or occupational therapists, psychologists, or mental health professionals. Physicians means Authorized Users who are physicians (including, but not limited to: full time and part time physicians; residents; attending physicians; physicians with privileges; M.D.s and D.O.s) working on behalf of Customer.. Grant of Rights. Subject to the terms and conditions of the General Terms and Conditions, this Schedule and the Applicable Order, Nuance hereby grants Customer a limited, non-exclusive, nontransferable, non-sublicensable license to allow its Authorized Users that are located at the Locations to use the Applicable Software, solely in conjunction with the Nuance Management Server, in a manner commensurate with its intended use (as described in the Documentation), and solely for Customer s internal business purposes associated with such Locations (the Site License ), and not for an Authorized User s own personal use, nor for the benefit of Customer s hospitals and other healthcare facilities not listed on Appendix A, nor for the benefit of any third party. Pursuant to the rights granted under this Section, Customer may reproduce and install as many copies of the Applicable Software on as many Devices as is reasonably necessary to exercise its license rights under this Section. All such copies must be true and complete copies (including intellectual property notices) and be made from media or files supplied by Nuance to Customer under the Agreement or from a network source if true and complete copies of such media or files supplied by Nuance are copied to the network source.. Site License Fee. The license fee for the Site License (the Site License Fee ) is based on the aggregate number of Physicians and Non-Physicians at all of the Locations as of the date of the Applicable Order, except that in the event a Location is a new startup healthcare facility (a new startup healthcare facility being a facility that has not been operating in its current form for at least one () full year), the number of Physicians and Non -Physicians at such Location shall be calculated based on a mutually agreed upon good faith estimate of the number of Physicians and Non-Physicians expected to be at the Location on the first anniversary of the date of the Applicable Order, but in no event shall such number be less than the number of Physicians and Non-Physicians at such Location on the date of the Applicable Order. The number of Physicians and Non-Physicians at each Location is set forth in Appendix A. The Site License Fee does not provide for Maintenance Services, which are charged for separately.. Add-on Facility. Appendix A may be amended from time to time in the event Customer wishes to add one or more additional healthcare facilities (a New Location ) to the list of Locations covered by the Site License, upon Customer paying the additional license fee for the New Location (the Additional Site License Fee ), which Additional Site License Fee shall be at the Prevailing Rate. The Additional Site X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

352 0 0 0 License Fee for adding a New Location to be a Location under the Site License is based on the total number of Physicians and Non-Physicians at the New Location as of the effective date of the amendment to add such New Location, except that if the New Location is a new startup healthcare facility (a new startup healthcare facility being a facility that has not been operating in its current form for at least one () full year), the Additional Site License Fee for adding such New Location to be a Location under the Site License shall be based on a mutually agreed upon good faith estimate of the aggregate number of Physicians and Non-Physicians that will be added under Site License, as a result of the addition of the New Location, within the one year period immediately following the effective date of the amendment to add such New Location, which estimated aggregate number shall include Physicians and Non-Physicians added to existing Locations covered by the Site License as a result of the addition of the New Location.. Legacy Licenses. Customer may reduce the Physician and/or Non-Physician count at a Location (or New Location), used to calculate the Site License Fee (or Additional Site License Fee, as applicable), by the number of Legacy Licenses possessed by Customer for such Location (or New Location, as applicable), provided that Customer s rights to the Legacy Licenses shall then immediately terminate. Each such Legacy License used to reduce the Physician count at a Location (or New Location, as applicable) shall be listed in Appendix B. Each Legacy License listed in Appendix B is hereby terminated. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

353 0 0 0 Schedule for Dragon Medical Enterprise Network Edition Provider-Plus Location Site License The General Terms and Conditions and this Schedule for Dragon Medical Enterprise Network Edition Provider-Plus Location Site License ( Schedule ) apply to the Applicable Software identified in an Order (which Order is referred to herein as the Applicable Order ).. Definitions. For purposes of this Schedule #, the following terms shall have the following meanings: Applicable Software means the Dragon Medical Enterprise Network Edition Software specified in an Order as being licensed pursuant to the Provider-Plus Location Site License license model; and which Software requires Customer to have a valid licensed copy of the Nuance Management Server Software. Authorized User means an individual (a) Customer employee, or independent contractor that Customer authorizes to use the Applicable Software for the purpose of providing services to Customer based upon a contractual relationship with Customer. Device means a personal computing device as specified in the accompanying Documentation. Legacy License means a per-user license of Nuance s proprietary Dragon Medical, PowerScribe, RadWhere or EWS self-edit software product that was obtained by Customer prior to its obtaining the Site License, and for which, Customer can show proof of entitlement to such license. License Conversion means a voluntary exchange for a license to use the Applicable Software subject to the terms of the General Terms and Conditions and this Schedule #, in lieu of a license previously obtained by Customer to use the Replaced Product, provided such an option to exchange is made available by Nuance, at Nuance s sole discretion. Locations means each of the hospitals and other healthcare facilities listed on Appendix A of X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

354 0 0 0 this Schedule #. As used herein, a hospital shall mean only that portion of a listed hospital or other healthcare facility that is located at the physical address stated in Appendix A as of the Effective Date. Locations do not include new facilities or physical structures erected at a listed physical address after the Effective Date. Physicians means Authorized Users who are physicians (including, but not limited to: full time and part time physicians; residents; attending physicians; physicians with privileges; M.D.s and D.O.s) working on behalf of Customer. Replaced Product means a Nuance software product, other than the Applicable Software, that Customer previously obtained a license to use; which license is identified on Appendix C, and for which, Customer can show proof of entitlement to such license.. Grant of Rights. Subject to the terms and conditions of the General Terms and Conditions, this Schedule # and the Applicable Order, Nuance hereby grants Customer a limited, non-exclusive, non-transferable, non- sublicensable license to allow its Authorized Users that are located at the Locations to use the Applicable Software, solely in conjunction with the Nuance Management Server, in a manner commensurate with its intended use (as described in the Documentation), and solely for Customer s internal business purposes associated with such Locations (the Site License ), and not for an Authorized User s own personal use, nor for the benefit of Customer s hospitals and other healthcare facilities not listed on Appendix A, nor for the benefit of any third party. Pursuant to the rights granted under this Section, Customer may reproduce and install as many copies of the Applicable Software on as many Devices as is reasonably necessary to exercise its license rights under this Section. All such copies must be true and complete copies (including intellectual property notices) and be made from media or files supplied by Nuance to Customer under the Agreement or from a network source if true and complete copies of such media or files supplied by Nuance are copied to the network source.. Site License Fee. The license fee for the Site License (the Site License Fee ) is based on the aggregate number of Physicians at all of the Locations as of the date of the Applicable Order, except that in the event a Location is a new startup healthcare facility (a new startup healthcare facility being a facility that has not been operating in its current form for at least one () full year), the number of Physicians at such Location shall be calculated based on a mutually agreed upon good faith estimate of the number of Physicians expected to be at the Location on the first anniversary of the date of the Applicable Order, but in no event shall such number be less than the number of Physicians at such Location on the date of the Applicable Order. The number of Physicians at each Location is set forth in Appendix A. The Site License Fee does not provide for Maintenance Services, which are charged for separately.. Add-on Facility. Appendix A may be amended from time to time in the event Customer wishes to add one or more additional healthcare facilities (a New Location ) to the list of Locations covered by the Site X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

355 0 0 0 License, upon Customer paying the additional license fee for the New Location (the Additional Site License Fee ), which Additional Site License Fee shall be at the Prevailing Rate. The Additional Site License Fee for adding a New Location to be a Location under the Site License is based on the total number of Physicians at the New Location as of the ef fective date of the amendment to add such New Location, except that if the New Location is a new startup healthcare facility (a new startup healthcare facility being a facility that has not been operating in its current form for at least one () full year), the Additional Site License Fee for adding such New Location to be a Location under the Site License shall be based on a mutually agreed upon good faith estimate of the aggregate number of Physicians that will be added under Site License, as a result of the addition of the New Location, within the one year period immediately following the effective date of the amendment to add such New Location, which estimated aggregate number shall include Physicians added to existing Locations covered by the Site License as a result of the addition of the New Location.. Legacy Licenses. Nuance, in its sole discretion, may allow Customer to reduce the Physician count at a Location (or New Location), used to calculate the Site License Fee (or Additional Site License Fee, as applicable), by the number of Legacy Licenses possessed by Customer for such Location (or New Location, as applicable). If such an allowance is made by Nuance, then Customer s rights to such Legacy Licenses shall immediately terminate. Each such Legacy License used to reduce the Physician count at a Location (or New Location, as applicable) shall be listed in Appendix B. Maintenance Services Fees may not be reduced on account of Legacy Licenses. Each Legacy License listed in Appendix B is hereby terminated.. License Conversion. If the Applicable Software is identified on the Applicable Order as being a License Conversion, then by Customer installing the Applicable Software obtained pursuant to the Applicable Order, Customer s rights to the Replaced Product terminates. At the time of installation of the Applicable Software, Customer shall un-install, and return to Nuance or destroy, the copies of the Replaced Product, which were the basis for Customer s eligibility for the License Conversion, and certify to Nuance, in writing, that Customer has done so. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx 0 OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

356 0 0 0 Schedule for Dragon Medical Enterprise Network Edition: In-Patient Location Site License The General Terms and Conditions and this Schedule for Dragon Medical Enterprise Network Edition: In-Patient Location Site License ( Schedule ) apply to the Applicable Software specified in an Order (such Order, the Applicable Order ). In the event of a conflict between the General Terms and Conditions and the terms of this Schedule, the terms of this Schedule will prevail.. Definitions. For purposes of this Schedule, the following terms shall have the following meanings: Applicable Software means the Dragon Medical Enterprise Network Edition (DMNE) Software specified in an Order as being licensed pursuant to the In-Patient Location Site License License Model; and which Software requires Customer to have a valid licensed copy of the NMS Software. Authorized User is as defined below in Section of this Schedule. Clinician means a person qualified in the clinical practice of healthcare (including, but not limited to, a physician, nurse, chiropractor, physical therapist, and physician s assistant), working on behalf of Customer. Device means a personal computing device as specified in the accompanying Documentation. In-Patient means a patient that is admitted to a Licensed Bed at a Location, or that is being treated in the emergency department within a Location. In-Patient Services means the medical treatment of an In-Patient. Licensed Bed means each of the beds that Customer has been licensed, by the State in which the Customer facility resides, to use for Customer s patients admitted for stays longer than hours. Location means each hospital and other healthcare facility listed on Appendix A of this Schedule. NMS Software means Nuance s proprietary Nuance Management Server software product. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

357 0 0 0 Out-Patient means a patient that receives medical treatment at a Location, other than in the emergency department within such Location, and who has not, at the time of such treatment, been admitted to a Licensed Bed at such Location. Out-Patient Services means the medical treatment of an Out-Patient.. Grant of Rights. Subject to the terms and conditions of the General Terms and Conditions and this Schedule, Nuance hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to allow all Clinicians providing In-Patient Services at the Locations (each such Clinician, an Authorized User ) to use the Applicable Software in conjunction with a valid licensed copy of the NMS Software (such license, the Site License ); provided such use is: (i) in a manner commensurate with its intended use (as prescribed by the Documentation), and (ii) solely for Customer s internal business purposes associated with the providing of In-Patient Services at such Locations. Customer shall not allow any Authorized User to use the Applicable Software for: (a) the Authorized User s own personal use, (b) the benefit of any of Customer s hospitals, other healthcare facilities or any other facility not listed on Appendix A, (c) the purpose of, or in association with, providing any Out-Patient Services, or (iv) the benefit of any third party. Customer shall not allow anyone other than the Authorized Users to u se the Applicable Software. Pursuant to the rights granted under this Section, Customer may reproduce and install as many copies of the Applicable Software on as many Devices as is reasonably necessary to exercise its license rights under this Section. All such copies must be true and complete copies (including intellectual property notices) and be made from media or files supplied by Nuance to Customer under the Agreement or from a network source if true and complete copies of such media or files supplied by Nuance are copied to the network source.. Site License Fee. The license fee for the Site License (the Site License Fee ) is calculated based on the aggregate number of Licensed Beds at all of the Locations, as initially specified in the Applic able Order and/or Appendix A, and as subsequently augmented pursuant to Section of this Schedule. The Site License Fee does not provide for Maintenance Services, which are charged for separately.. Licensed Bed True-Up. Customer shall notify Nuance immediately of any increase in the number of Licensed Beds added after the effective date of the Applicable Order at any of the Locations. Customer shall pay Nuance the incremental Site License Fee, and associated Maintenance Services fees, for all such Licensed Bed increases based on Nuance s then-current pricing. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

358 0 0 0 Schedule for Dragon Medical Enterprise Network Edition: Health System Site License The General Terms and Conditions and this Schedule for Dragon Medical Enterprise Network Edition: Health System Site License ( Schedule ) apply to the Applicable Software specified in an Order (such Order, the Applicable Order ). In the event of a conflict between the General Terms and Conditions and the terms of this Schedule, the terms of this Schedule will prevail.. Definitions. For purposes of this Schedule, the following capitalized terms shall have the following meanings: Actual Bed Count means the total number of Licensed Beds that Customer has, throughout all of its Healthcare Facilities, on the applicable anniversary of the date of the Applicable Order. Annual Report means a report indicating the total number of Licensed Beds that Customer has, throughout all of its Healthcare Facilities, on each annual anniversary of the date of the Applicable Order. Applicable Software means the following Nuance Software: Dragon Medical Enterprise Network Edition specified in an Order as being licensed pursuant to the Health System Site License License Model; and which Software requires Customer to have a valid licensed copy of NMS Software. Authorized User is as defined below in Section of this Schedule. Baseline Bed Count means the number of Licensed Beds covered by the Health System Site License. The Baseline Bed Count is as initially specified in the Applicable Order, and as subsequently augmented pursuant to Section of this Schedule. Device means a personal computing device as specified in the accompanying Documentation. Healthcare Facility means each hospital, physician office, outpatient center, surgical facility, X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

359 0 0 0 and any other facility delivering healthcare services, that is wholly owned or controlled by Customer. For purposes of this definition, control means (i) the power to elect a majority of the directors of a corporation or similar officers of an entity, or (ii) the power by contract to operate or manage the day-to-day operations of a health care facility. Licensed Bed means each of the beds that Customer has been licensed, by the State in which the applicable Healthcare Facility resides, to use for Customer s patients admitted for stays longer than hours. NMS Software means Nuance s proprietary Nuance Management Server software product. Non-Physician means a person who is not a Physician (including, but not limited to, a nurse, physician assistant, or psychologists). Physician means a person who is a physician (including, but not limited to, a full-time or parttime physician, resident, attending physician, physician with privileges, M.D., or D.O.).. Grant of Rights. Subject to the terms and conditions of the General Terms and Conditions, this Schedule and the Applicable Order, Nuance hereby grants Customer a limited, non-exclusive, nontransferable, non- sublicensable license to allow all Physicians and Non-Physicians at all of its Healthcare Facilities (each such Physician and Non-Physician, an Authorized User ) to use the Applicable Software in conjunction with a valid licensed copy of the NMS Software (such license, the Health System Site License ); provided such use is: (i) in a manner commensurate with its intended use (as prescribed by the Documentation), and (ii) solely for Customer s internal business purposes. Customer shall not allow any Authorized User to use the Applicable Software for: (a) the Authorized User s own personal use, or (b) the benefit of any third party. Customer shall not allow anyone other than the Authorized Users to use the Applicable Software. Pursuant to the rights granted under this Section, Customer may reproduce and install as many copies of the Applicable Software on as many Devices as is reasonably necessary to exercise its license rights under this Section. All such copies must be true and complete copies (including intellectual property notices) and be made from media or files supplied by Nuance to Customer under the Agreement or from a network source if true and complete copies of such media or files supplied by Nuance are copied to the network source.. Health System Site License Fee. The license fee for the Health System Site License (the Health System Site License Fee ) is calculated based on the aggregate number of Licensed Beds located at all of Customer s Healthcare Facilities, as initially specified in the Applicable Order and as subsequently augmented pursuant to Section of this Schedule. The Health System Site License Fee does not provide for Maintenance Services, which are charged for separately.. True-up Process. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

360 Annual Report. Once per year, on the anniversary date of the date of the Applicable Order, Customer shall provide Nuance with an Annual Report using the form attached as Appendix A. Customer shall indicate within the Annual Report: (a) the applicable Actual Bed Count, (b) the then-current Baseline Bed Count, and (c) the disparity between them. Failure to comply with the reporting requirements of this Schedule is a material breach of the Agreement.. True-up. Upon each occurrence where the Actual Bed Count reported by Customer in an Annual Report exceeds the then-current Baseline Bed Count by more than five percent (%), Customer shall pay Nuance the applicable incremental Health System Site License Fee, and associated Maintenance Services fees, for all additional Licensed Beds that exceed the then-current Baseline Bed Count, based on the Prevailing Rate; at which time, all such additional Licensed Beds will then be added to the Baseline Bed Count to establish a revised Baseline Bed Count for each successive annual period, subject to further increase as provided in this Section.. For the avoidance of doubt, Customer will not be entitled to any credit or refund as a result of the Actual Bed Count being less than the Baseline Bed Count.. Example. As an example, assume that the initial Baseline Bed Count is 00 Licensed Beds. If on the first anniversary of the date of the Applicable Order, Customer reported an Actual Bed Count of 0 Licensed Beds, then, since 0 Licensed Beds would exceed the Baseline Bed Count of 00 Licensed Beds by more than five percent (%), Customer would be required to pay an incremental Health System Site License Fee, and associated Maintenance Services fees, for 0 additional Licensed Beds, and 0 Licensed Beds would then be added to the Baseline Bed Count, making the Baseline Bed Count 0 Licensed Beds. If on the second anniversary of the date of the Applicable Order, Customer reported an Actual Bed Count of Licensed Beds, then, since the Actual Bed Count of Licensed Beds would not exceed the then-current Baseline Bed Count of 0 Licensed Beds by more than five (%), Customer would not be required to pay an incremental Health System Site License Fee, at that time, for the additional Licensed Beds, and the Baseline Bed Count would remain at 0 Licensed Beds for the next reporting period. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page 0 of 0

361 0 0 0 Customer Name: Date of the Applicable Order: Appendix A Annual Report Licensed Software: Dragon Medical Enterprise Network Edition: Health System Site License Bed Count: Indicate Actual Bed Count, Baseline Bed Count, and the amount the Actual Bed Count exceeds the Baseline Bed Count (if applicable): Actual Bed Count Baseline Bed Count Increase in Licensed Beds Authorized Signature Print Name and Title NOTE: This form must be used for all Annual Reports. Date X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

362 0 0 0 All Annual Reports must be submitted no later than thirty (0) days following each anniversary of the date of the Applicable Order. Annual Reports should be sent via to aevreports@nuance.com and by physical mail to: Site License Administrator Nuance Communications Inc. Pepsi Cola Drive Melbourne, FL Schedule for Dragon Medical Enterprise Network Edition: Provider-Plus Enterprise Site License The terms of this Schedule for Dragon Medical Enterprise Network Edition: Provider-Plus Enterprise Site License ( Schedule ) apply to the Applicable Software specified in an Order (such Order, the Applicable Order ). In the event of a conflict between the General Terms and Conditions and the terms of this Schedule, the terms of this Schedule will prevail.. Definitions. For purposes of this Schedule, the following capitalized terms shall have the following meanings: Actual Physician Count means the total number of Physicians that Customer has, throughout all of its Healthcare Facilities, on the applicable anniversary of the date of the Applicable Order. Annual Report means a report indicating the total number of Physicians that Customer has, throughout all of its Healthcare Facilities, on each annual anniversary of the date of the Applicable Order. Applicable Software means the Dragon Medical Enterprise Network Edition Software specified in an Order as being licensed pursuant to the Provider-Plus Enterprise Site License License Model; and which Software requires Customer to have a valid licensed copy of NMS Software (licensed separately). Authorized User is as defined below in Section of this Schedule. Baseline Physician Count means the number of Physicians covered by the Enterprise Site License. The Baseline Physician Count is as initially specified in the Applicable Order, and as subsequently augmented pursuant to Section of this Schedule. Device means a personal computing device as specified in the accompanying Documentation. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

363 0 0 0 Healthcare Facility means each hospital, physician office, outpatient center, surgical facility, and any other facility delivering healthcare services, that is wholly owned or controlled by Customer. For purposes of this definition, control means (i) the power to elect a majority of the directors of a corporation or similar officers of an entity, or (ii) the power by contract to operate or manage the day-to-day operations of a health care facility. License Conversion means a voluntary exchange for a license to use the Applicable Software subject to the terms of the General Terms and Conditions and this Schedule, in lieu of a license previously obtained by Customer to use the Replaced Product, provided such an option to exchange is made available by Nuance, at Nuance s sole discretion. NMS Software means Nuance s proprietary Nuance Management Server software product. Non-Physician means a person who is not a Physician (including, but not limited to, a nurse, physician assistance, or psychologists). Physician means a person who is a physician (including, but not limited to, a full-time or parttime physician, resident, attending physician, Physician with Privileges, M.D., or D.O.) working on behalf of Customer. Physician with Privileges means a physician not employed by Customer, but who has been granted rights to admit patients to a Healthcare Facility for providing medical services to such patient at such Healthcare Facility. Replaced Product means a Nuance software product that Customer previously obtained a license to use (either from Nuance directly or from a Nuance authorized reseller); which license is identified on Appendix B, and for which, Customer can show proof of entitlement to such license.. Grant of Rights. Subject to the terms and conditions of the General Terms and Conditions and this Schedule, Nuance hereby grants Customer a limited, non-exclusive, non-transferable, nonsublicensable license to allow all Physicians and Non-Physicians at all of its Healthcare Facilities (each such Physician and Non-Physician, an Authorized User ) to use the Applicable Software, in conjunction with a valid licensed copy of the NMS Software (licensed separately, provided such use of the Applicable Software is: (i) in a manner commensurate with its intended use (as prescribed by the Documentation), and (ii) solely for Customer s internal business purposes with respect to its Healthcare Facilities (such license, the Enterprise Site License ). Customer shall not allow any Authorized User to use the Applicable Software for: (a) the Authorized User s own personal use, or (b) the benefit of any third party or any facility that is not a Healthcare Facility. Customer shall not allow anyone other than the Authorized Users to use the Applicable Software. Pursuant to the rights granted under this Section, Customer may reproduce and install as many copies of the Applicable Software on as many Devices as is reasonably necessary to exercise its license rights under this Section. All such copies must be true and complete copies (including intellectual property notices) and be made from media or files supplied by Nuance to X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

364 0 0 0 Customer under the Agreement or from a network source if true and complete copies of such media or files supplied by Nuance are copied to the network source.. Enterprise Site License Fee. The license fee for the Enterprise Site License (the Enterprise Site License Fee ) is calculated based on the aggregate number of Physicians located at all of Customer s Healthcare Facilities, as initially specified in the Applicable Order and as subsequently augmented pursuant to Section of this Schedule. The Enterprise Site License Fee does not provide for Maintenance Services, which are charged for separately.. True-up Process.. Annual Report. Once per year, on the anniversary date of the date of the Applicable Order, Customer shall provide Nuance with an Annual Report using the form attached as Appendix A. Customer shall indicate within the Annual Report: (a) the applicable Actual Physician Count, (b) the then-current Baseline Physician Count, and (c) the disparity between them. Failure to comply with the reporting requirements of this Schedule is a material breach of the Agreement.. True-up. Upon each occurrence where the Actual Physician Count reported by Customer in an Annual Report exceeds the then-current Baseline Physician Count by more than five percent (%), Customer shall pay Nuance the applicable incremental Enterprise Site License Fee, and associated Maintenance Services fees, for all additional Physicians that exceed the then-current Baseline Physician Count, based on Nuance s then-current pricing; at which time, all such additional Physicians will then be added to the Baseline Physician Count to establish a revised Baseline Physician Count for each successive annual period, subject to further increase as provided in this Section.. For the avoidance of doubt, Customer will not be entitled to any credit or refund as a result of the Actual Physician Count ever being less than the then-current Baseline Physician Count.. Example. As an example, assume that the initial Baseline Physician Count is 00 Physicians. If on the first anniversary of the date of the Applicable Order, Customer reported an Actual Physician Count of 0 Physicians, then, since 0 Physicians would exceed the Baseline Physician Count of 00 Physicians by more than five percent (%), Customer would be required to pay an incremental Enterprise Site License Fee, and associated Maintenance Services fees, for 0 additional Physicians, and 0 Physicians would then be added to the Baseline Physician Count, making the Baseline Physician Count 0 Physicians. If on the second anniversary of the date of the Applicable Order, Customer reported an Actual Physician Count of Physicians, then, since the Actual Physician Count of Physicians would not exceed the then-current Baseline Physician Count of 0 Physicians by more than five percent (%), Customer would not be required to pay an incremental Enterprise Site License Fee, at that time, for the additional Physicians, and the Baseline Physician Count would remain at 0 Physicians for the next reporting X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

365 0 0 0 period.. License Conversion. If the Applicable Software is identified on the Applicable Order as being a License Conversion, then by Customer installing the Applicable Software obtained pursuant to such Applicable Order, Customer s rights to the Replaced Product terminates. If the Replaced Product was licensed to Customer by a Nuance authorized reseller, then Customer s rights to the Applicable Software is subject to Customer first terminating its license rights with respect to the Replaced Product. At the time of installation of the Applicable Software, Customer shall un-install, and return to Nuance (or the Nuance authorized reseller from which Customer obtained the Replaced Product) or destroy, all copies of the Replaced Product, which were the basis for Customer s eligibility for the License Conversion, and certify to Nuance, in writing, that Customer has done so. Appendix A Annual Report Customer Name: Date of the Applicable Order: Licensed Software: Dragon Medical Enterprise Network Edition: Provider-Plus Enterprise Site License Annual Physician Count: Indicate Annual Physician Count, Baseline Physician Count, and the amount the Annual Physician Count exceeds the Baseline Physician Count (if applicable): Annual Physician Count Baseline Physician Count Increase in Physicians Authorized Signature Date Print Name and Title X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx 0 OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

366 0 0 0 Note: This form must be used for all Annual Reports. All Annual Reports must be submitted no later than thirty (0) days following each anniversary of the date of the Applicable Order. Annual Reports should be sent via to aevreports@nuance.com and by physical mail to: Site License Administrator Nuance Communications Inc. Pepsi Cola Drive Melbourne, FL PASS-THROUGH PROVISIONS ORACLE ASFU & PUBLIC SECTOR Definitions. a. Application Package shall mean the Cerner Licensed Software. b. Program shall mean the Oracle software products, including program documentation, and updates acquired through technical support. c. Program Documentation shall mean the user manual and Program installation manuals. Client Obligations. Client shall with respect to Oracle Corporation products and services, including the Program, acquired from Cerner: a. limit the use of the Program to the legal entity that executed this agreement. If Client has been granted a license to use the Program to provide internet hosting services to its customers, such use does not constitute use of the Program by a legal entity other than the legal entity that executed this agreement; b. restrict use of the Program to the scope of the Application Package, including the license definitions and rules set forth in the Program documentation, and to the Client s internal business operations. Client may allow its agents or contractors to use the Application Package on the applicable Client s behalf for Client s internal business operations subject to the terms herein. For an Application Package that includes Programs that are specifically designed to facilitate interactions between the Client and Client s customers and suppliers, Client may permit its customers and suppliers to use the Application Package in furtherance of such interactions subject to this agreement. The Client is responsible for its agent s, contractor s, outsourcer s, customer s and supplier s use of the Application Package and compliance with this X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

367 0 0 0 agreement. If Client has been granted a license to use the Program to provide internet hosting services to its customers, such use shall be considered Client s internal business operations; c. not assign, give, or transfer the Program and/or any services ordered or an interest in them to another individual or entity (and if Client grants a security interest in the Programs and/or any services, the secured party has no right to use or transfer the Programs and/or any services); d. prohibit (i) the use of the Programs for rental, timesharing, subscription service, hosting or outsourcing (unless Client has been granted a license to use the Program to provide internet hosting services to its customers); (ii) the removal or modification of any Program markings or any notice of Oracle s or its licensors proprietary rights; (iii) making the Programs available in any manner to any third party for use in the third party s business operations (unless such access is expressly permitted for the specific Program license); and (iv) title to the Programs from passing to the Client or any other party; e. not reverse engineer (unless required by law for interoperability), disassemble or decompile the Programs (including but not limited to review of data structures or similar materials produced by Programs) and not duplicate the Programs except for a sufficient number of copies of each Program for Client s licensed use and one copy of each Program media; f. at the termination of the sublicense, discontinue use and destroy or return to Cerner all copies of the Program and documentation; g. prohibit publication of any results of benchmark tests run on the Programs; h. comply with any and all relevant export laws and regulations of the United States and other applicable export and import laws to assure that neither the Programs nor any direct product thereof, are exported, directly or indirectly, in violation of applicable laws; i. permit Cerner to audit Client s use of the Programs and report such use to Oracle or to assign Cerner s right t o audit Client s use of the Programs to Oracle. Client shall provide reasonable assistance and access to information in the course of such audit. Neither Oracle nor Cerner shall be responsible for costs incurred by Client in cooperating with such audit. Ownership. Oracle or its licensor retains all ownership and intellectual property rights to the Programs. Source Code. Client understands and agrees that some Programs may include source code that Oracle may provide as part of its standard shipment of such Programs, which source code shall be governed by the terms of the this pass through attachment. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

368 0 0 0 UCITA. The provisions of the Uniform Computer Information Transactions Act shall not apply to this sublicense. Third Party Technology. Certain third party technology that maybe appropriate or necessary for use with some Programs; such third party technology is licensed only for use with the Application Package under the terms of the applicable third party license agreement and not under these terms. Third Party Financing. Client shall comply with Oracle s Third Party Financing Notice Financing for End-user Customer s Payment Obligation dated February, 0 whenever (i) the acquisition of Programs, is financed or leased, or (ii) a funder places the Client order or is otherwise responsible or payment of the order. Oracle s Third Party Financing Notice Financing for End-user Customer s Payment Obligation dated February, 0 is subject to change at Oracle s discretion and can be accessed at Liability. To the extent permitted by applicable law, Oracle shall not be liable for (i) any damages, whether direct, indirect, incidental, special, punitive or consequential, or (ii) any loss of profits, revenue, data or data use, arising from Client s use of the Programs. Third Party Beneficiary. Oracle shall be a third party beneficiary of the provisions of this pass through attachment. Internet Hosting. If Client has been granted a license to use the Program to provide internet hosting services to its customers for Client s customers business operations and/or to provide services to third parties using the hosted Application Package, Client may not resell or assign its Application Program licenses to its customers or provide access to Client s customers to any Programs. Client agrees to be financially responsible to Oracle and Cerner for all damages or losses resulting from the Client s and its customer s breach of these terms. Client understands that additional fees apply for internet hosting licenses. Public Sector Entities. If Client is a public sector entity, the following additional terms apply: a. Client must restrict use of any additional programs that Oracle may include with the Programs ordered for trial, non-production purposes only. Such programs may not be used to provide or attend training on the content or functionality of the programs. Client shall have 0 days from the delivery date to evaluate any such trial or non- production licenses, subject to the terms of this agreement. If Client desires to use X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

369 0 0 0 such additional programs after the 0 day trial period, Client must obtain a license for such programs. If Client decides not to obtain a license for the additional programs after the 0 day trial period, Client will cease using and will delete any such programs from Client s computer systems. Additional programs are provided as is and neither Oracle nor Cerner provides technical support or offers any warranties for these programs. b. Technical Support, if ordered from Oracle, is provided under Oracle s technical support policies in effect at the time the services are provided. Oracle s technical support policies can be accessed at Client acknowledges that Oracle s technical support policies are incorporated into this agreement by reference. If Client decides not to purchase technical support at the time of the license, then the Client will be required to pay reinstatement fees to Oracle in accordance with Oracle s current technical support policies, if Client decides to purchase support at a later date. c. Third party firms retained by Client to provide computer consulting services are independent of Oracle and are not Oracle s agents and Oracle is not liable for nor bound by any acts of any such third party firm. d. Client agrees that it has not relied on the future availability of any hardware, programs or updates in entering into this agreement. This statement does not relieve Oracle from its obligation to provide updates under any technical support order with Oracle, if-and-when available in accordance with Oracle s then current technical support policies, and further it does not change any rights granted to Client for any program licensed under this agreement. e. The Programs, including documentation, delivered to U.S. Government end users are commercial computer software pursuant to the applicable Federal Acquisition Regulation ( FAR ). As such, use, duplication, disclosure, modification, and adaptation of the Programs, including documentation, shall be subject to the license and license restrictions set forth in this agreement, and, to the extent applicable, the additional rights set forth in FAR.-, Commercial Computer Software License (December 00). f. A public sector entity is any government, legislature or decision making body, judiciary, instrumentality, department, or agency at any level (national, municipal or otherwise); entities managed, controlled or majority owned by governmental interests; public organizations or foundations of any kind (including political parties, political organizations, or political candidates); and any public international organizations, such as, but not limited to, the International Red Cross, United Nations or the World Bank. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

370 0 0 0 MPages Development Toolkit The provisions set forth below apply to the MPages Licensed Software and MPages Toolkit) licensed under this Cerner System Schedule.. Definitions. For purposes of this Attachment X, these terms have the following meanings:. Customized Data Presentation Component means any data presentation component(s) developed solely by Client using the MPages Toolkit.. Intellectual Property Rights means any and all now known or hereafter known tangible and intangible (a) rights associated with works of authorship throughout the universe, including copyrights, moral rights, and mask-works, (b) trademark, servicemark, trade dress and trade name rights and similar rights, (c) trade secret rights, (d) patents, designs, algorithms and other industrial property rights, and (e) all other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated (including logos, rental rights and rights to remuneration)), whether arising by operation of law, contract, license, or otherwise, and all registrations, initial applications, renewals, extensions, continuations, continuations-in- part, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing).. MPages Toolkit means the commercially available toolkit with the MPages trademark that is delivered with the MPages Licensed Software.. Work Product means any customized or custom computer software programs, X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page 0 of 0

371 0 0 0 documentation, techniques, methodologies, inventions, analysis, frameworks, software, or procedures and other embodiments of Intellectual Property Rights developed, conceived or introduced by Cerner in the course of or as the result of Cerner performing services, whether acting alone or in conjunction with Client or its employees, affiliates or others.. License. Notwithstanding the terms and conditions of the Agreement, Cerner hereby grants to Client a limited, non-exclusive, non- transferable license to use, reproduce and internally distribute the MPages Toolkit, in object code form only, solely to develop, build, operate and support the Customized Data Presentation Component, for Client s internal use in the United States.. This license grant does not permit Client to use the MPages Toolkit to create or use applications that write to Cerner databases.. The functional scope of the Customized Data Presentation Component and Client s license to the MPages Toolkit are further limited by the Product Descriptions.. Cerner also grants to Client a non-exclusive, non-transferable license to use the Work Product supplied to Client by Cerner for Client s own internal purposes solely in conjunction with the System, and for no other purpose whatsoever.. Ownership of Intellectual Property Rights. Client acknowledges that Cerner is the sole and exclusive owner of all Intellectual Property Rights in the MPages Toolkit, Work Product and any related documentation.. Subject to Cerner s ownership of the MPages Toolkit and the exception in Section., Client is the sole and exclusive owner of all Intellectual Property Rights in the Customized Data Presentation Component.. Client is authorized to distribute the Customized Data Presentation Component only through collaborations sponsored by Cerner and on the terms defined by Cerner.. Nothing in this Schedule shall preclude Client or Cerner from retaining ownership (without the limitations of Section.) in any embodiments of Intellectual Property Rights that existed prior to the development of a Customized Data Presentation Component.. General. Client assumes all responsibility for the Customized Data Presentation Component. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

372 Client acknowledges and agrees that Cerner will not Support, certify or localize any Customized Data Presentation Component. AMERICAN PSYCHIATRIC ASSOCIATION Principal Requirements of User Agreements Electronic Product License Agreement ( EPLA ) The User must:. Agree that the content is nontransferable, nonexclusive, and for the sole purpose of internal use by the User.. Prohibit any use of any portions of the DSM- ( WORK ) other than those expressly allowed under this EPLA.. Prohibit distribution, publishing, translating, or transferring possession of the WORK.. Prohibit any unauthorized or infringing use of the WORK.. Prohibit creation of derivative works based on the WORK, or selling, leasing, or licensing it or otherwise making it available to a non-authorized party. Require anyone authorized to use the PRODUCT to comply with the provisions of this EPLA.. State that the user may only make copies of the WORK as required by use of the Cerner solutions, specifically.. Acknowledge the copyright in the Work is owned by APA. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

373 Acknowledge that the WOR, to the extent possible under the applicable laws, is provided as is without any warranties. APA disclaims any liability for any consequences due to use, misuse, or interpretation of information contained or not contained in the WORK.. Provide for termination in the event of default under this EPLA. 0. Acknowledge that in the event that a provision is determined to violate any law or is unenforceable the remainder of this EPLA shall remain in full force and effect.. Acknowledge that the WORK is not a substitute for, is not designed to, and does not provide, medical advice. It is a guide for clinicians. Every clinician should use his or her own medical judgment and skill in diagnosing mental illness. The American Psychiatric Association ( APA ) shall not be liable to Client or any third party if readers of WORK disregard professional medical advice, or delay in seeking such advice, because of something they have read in the WORK. The APA shall not be liable to Client or any third party if readers rely solely on information in the WORK in making diagnosis, or in place of seeking professional medical advice. RELIANCE ON ANY INFORMATION CONTAINED IN THE WORK IS SOLELY AT THE READER S OR USER S OWN RISK. Moreover, the APA is not responsible or liable to Client or any third party for any advice, course of treatment or diagnosis provided by a physician or other health care professional. The APA neither recommends nor endorses any specific tests, products, procedures, opinions or other information that may be recommended to a reader or user by a health care professional.. Require all USERS to maintain copyright management information in its original form as provided by LICENSEE. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

374 0 0 0 PASS-THROUGH PROVISIONS IBM INTERNATIONAL PROGRAM LICENSE AGREEMENT International Program License Agreement Part General Terms BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, CLICKING ON AN ACCEPT BUTTON, OR OTHERWISE USING THE PROGRAM, LICENSEE AGREES TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF LICENSEE, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND LICENSEE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, COPY, ACCESS, CLICK ON AN ACCEPT BUTTON, OR USE THE PROGRAM; AND PROMPTLY RETURN THE UNUSED MEDIA, DOCUMENTATION, AND PROOF OF ENTITLEMENT TO THE PARTY FROM WHOM IT WAS OBTAINED FOR A REFUND OF THE AMOUNT PAID. IF THE PROGRAM WAS DOWNLOADED, DESTROY ALL COPIES OF THE PROGRAM.. Definitions Authorized Use - the specified level at which Licensee is authorized to execute or run the Program. That level may be measured by number of users, millions of service units ( MSUs ), Processor Value Units X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

375 0 0 0 ( PVUs ), or other level of use specified by IBM. IBM International Business Machines Corporation or one of its subsidiaries. License Information ( LI ) a document that provides information and any additional terms specific to a Program. The Program s LI is available at The LI can also be found in the Program s directory, by the use of a system command, or as a booklet included with the Program. Program the following, including the original and all whole or partial copies: ) machine-readable instructions and data, ) components, files, and modules, ) audio-visual content (such as images, text, recordings, or pictures), and ) related licensed materials (such as keys and documentation). Proof of Entitlement ( PoE ) evidence of Licensee s Authorized Use. The PoE is also evidence of Licensee s eligibility for warranty, future update prices, if any, and potential special or promotional opportunities. If IBM does not provide Licensee with a PoE, then IBM may accept as the PoE the original paid sales receipt or other sales record from the party (either IBM or its reseller) from whom Licensee obtained the Program, provided that it specifies the Program name and Authorized Use obtained. Warranty Period one year, starting on the date the original Licensee is granted the license.. Agreement Structure This Agreement includes Part General Terms, Part Country-unique Terms (if any), the LI, and the PoE and is the complete agreement between Licensee and IBM regarding the use of the Program. It replaces any prior oral or written communications between Licensee and IBM concerning Licensee s use of the Program. The terms of Part may replace or modify those of Part. To the extent of any conflict, the LI prevails over both Parts.. License Grant The Program is owned by IBM or an IBM supplier, and is copyrighted and licensed, not sold. IBM grants Licensee a nonexclusive license to ) use the Program up to the Authorized Use specified in the PoE, ) make and install copies to support such Authorized Use, and ) make a backup copy, all provided that X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx 0 OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

376 0 0 0 a. Licensee has lawfully obtained the Program and complies with the terms of this Agreement; b. the backup copy does not execute unless the backed-up Program cannot execute; c. Licensee reproduces all copyright notices and other legends of ownership on each copy, or partial copy, of the Program; d. Licensee ensures that anyone who uses the Program (accessed either locally or remotely) ) does so only on Licensee s behalf and ) complies with the terms of this Agreement; e. Licensee does not ) use, copy, modify, or distribute the Program except as expressly permitted in this Agreement; ) reverse assemble, reverse compile, otherwise translate, or reverse engineer the Program, except as expressly permitted by law without the possibility of contractual waiver; ) use any of the Program s components, files, modules, audio-visual content, or related licensed materials separately from that Program; or ) sublicense, rent, or lease the Program; and f. if Licensee obtains this Program as a Supporting Program, Licensee uses this Program only to support the Principal Program and subject to any limitations in the license to the Principal Program, or, if Licensee obtains this Program as a Principal Program, Licensee uses all Supporting Programs only to support this Program, and subject to any limitations in this Agreement. For purposes of this Item f, a Supporting Program is a Program that is part of another IBM Program ( Principal Program ) and identified as a Supporting Program in the Principal Program s LI. (To obtain a separate license to a Supporting Program without these restrictions, Licensee should contact the party from whom Licensee obtained the Supporting Program.) This license applies to each copy of the Program that Licensee makes.. Trade-ups, Updates, Fixes, and Patches.. Trade-ups If the Program is replaced by a trade-up Program, the replaced Program s license is promptly terminated... Updates, Fixes, and Patches X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

377 0 0 0 When Licensee receives an update, fix, or patch to a Program, Licensee accepts any additional or different terms that are applicable to such update, fix, or patch that are specified in its LI. If no additional or different terms are provided, then the update, fix, or patch is subject solely to this Agreement. If the Program is replaced by an update, Licensee agrees to promptly discontinue use of the replaced Program.. Fixed Term Licenses If IBM licenses the Program for a fixed term, Licensee s license is terminated at the end of the fixed term, unless Licensee and IBM agree to renew it.. Term and Termination This Agreement is effective until terminated. IBM may terminate Licensee s license if Licensee fails to comply with the terms of this Agreement. If the license is terminated for any reason by either party, Licensee agrees to promptly discontinue use of and destroy all of Licensee s copies of the Program. Any terms of this Agreement that by their nature extend beyond termination of this Agreement remain in effect until fulfilled, and apply to both parties respective successors and assignees.. Charges Charges are based on Authorized Use obtained, which is specified in the PoE. IBM does not give credits or refunds for charges already due or paid, except as specified elsewhere in this Agreement. If Licensee wishes to increase its Authorized Use, Licensee must notify IBM or an authorized IBM reseller in advance and pay any applicable charges.. Taxes If any authority imposes on the Program a duty, tax, levy, or fee, excluding those based on IBM s net income, then Licensee agrees to pay that amount, as specified in an invoice, or supply exemption documentation. Licensee is responsible for any personal property taxes for the Program from the date that Licensee obtains it. If any authority imposes a customs duty, tax, levy, or fee for the import into or the export, transfer, access, or use of the Program outside the country in which the original Licensee was granted the license, then Licensee agrees that it is responsible for, and will pay, any amount imposed.. Money-back Guarantee X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

378 0 0 0 If Licensee is dissatisfied with the Program for any reason and is the original Licensee, Licensee may terminate the license and obtain a refund of the amount Licensee paid for the Program, provided that Licensee returns the Program and PoE to the party from whom Licensee obtained it within 0 days of the date the PoE was issued to Licensee. If the license is for a fixed term that is subject to renewal, then Licensee may obtain a refund only if the Program and its PoE are returned within the first 0 days of the initial term. If Licensee downloaded the Program, Licensee should contact the party from whom Licensee obtained it for instructions on how to obtain the refund.. Program Transfer Licensee may transfer the Program and all of Licensee s license rights and obligations to another party only if that party agrees to the terms of this Agreement. If the license is terminated for any reason by either party, Licensee is prohibited from transferring the Program to another party. Licensee may not transfer a portion of ) the Program or ) the Program s Authorized Use. When Licensee transfers the Program, Licensee must also transfer a hard copy of this Agreement, including the LI and PoE. Immediately after the transfer, Licensee s license terminates.. Warranty and Exclusions. Limited Warranty IBM warrants that the Program, when used in its specified operating environment, will conform to its specifications. The Program s specifications, and specified operating environment information, can be found in documentation accompanying the Program (such as a read-me file) or other information published by IBM (such as an announcement letter). Licensee agrees that such documentation and other Program content may be supplied only in the English language, unless otherwise required by local law without the possibility of contractual waiver or limitation. The warranty applies only to the unmodified portion of the Program. IBM does not warrant uninterrupted or error-free operation of the Program, or that IBM will correct all Program defects. Licensee is responsible for the results obtained from the use of the Program. During the Warranty Period, IBM provides Licensee with access to IBM databases containing information on known Program defects, defect corrections, restrictions, and bypasses at no additional charge. Consult the IBM Software Support Handbook for further information at If the Program does not function as warranted during the Warranty Period and the problem cannot be X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

379 0 0 0 resolved with information available in the IBM databases, Licensee may return the Program and its PoE to the party (either IBM or its reseller) from whom Licensee obtained it and receive a refund of the amount Licensee paid. After returning the Program, Licensee s license terminates. If Licensee downloaded the Program, Licensee should contact the party from whom Licensee obtained it for instructions on how to obtain the refund.. Exclusions THESE WARRANTIES ARE LICENSEE S EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND ANY WARRANTY OR CONDITION OF NON-INFRINGEMENT. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEE. IN THAT EVENT, SUCH WARRANTIES ARE LIMITED IN DURATION TO THE WARRANTY PERIOD. NO WARRANTIES APPLY AFTER THAT PERIOD. SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. THESE WARRANTIES GIVE LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION. THE WARRANTIES IN THIS SECTION (WARRANTY AND EXCLUSIONS) ARE PROVIDED SOLELY BY IBM. THE DISCLAIMERS IN THIS SUBSECTION. (EXCLUSIONS), HOWEVER, ALSO APPLY TO IBM S SUPPLIERS OF THIRD PARTY CODE. THOSE SUPPLIERS PROVIDE SUCH CODE WITHOUT WARRANTIES OR CONDITION OF ANY KIND. THIS PARAGRAPH DOES NOT NULLIFY IBM S WARRANTY OBLIGATIONS UNDER THIS AGREEMENT.. Licensee Data and Databases To assist Licensee in isolating the cause of a problem with the Program, IBM may request that Licensee ) allow IBM to remotely access Licensee s system or ) send Licensee information or system data to IBM. However, IBM is not obligated to provide such assistance unless IBM and Licensee enter a separate written agreement under which IBM agrees to provide to Licensee that type of technical support, which is beyond IBM s warranty obligations in this Agreement. In any event, IBM uses information about errors X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

380 0 0 0 and problems to improve its products and services, and assist with its provision of related support offerings. For these purposes, IBM may use IBM entities and subcontractors (including in one or more countries other than the one in which Licensee is located), and Licensee authorizes IBM to do so. Licensee remains responsible for ) any data and the content of any database Licensee makes available to IBM, ) the selection and implementation of procedures and controls regarding access, security, encryption, use, and transmission of data (including any personally-identifiable data), and ) backup and recovery of any database and any stored data. Licensee will not send or provide IBM access to any personally-identifiable information, whether in data or any other form, and will be responsible for reasonable costs and other amounts that IBM may incur relating to any such information mistakenly provided to IBM or the loss or disclosure of such information by IBM, including those arising out of any third party claims. 0. Limitation of Liability The limitations and exclusions in this Section 0 (Limitation of Liability) apply to the full extent they are not prohibited by applicable law without the possibility of contractual waiver. 0. Items for Which IBM May Be Liable Circumstances may arise where, because of a default on IBM s part or other liability, Licensee is entitled to recover damages from IBM. Regardless of the basis on which Licensee is entitled to claim damages from IBM (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), IBM s entire liability for all claims in the aggregate arising from or related to each Program or otherwise arising under this Agreement will not exceed the amount of any ) damages for bodily injury (including death) and damage to real property and tangible personal property and ) other actual direct damages up to the charges (if the Program is subject to fixed term charges, up to twelve months charges) Licensee paid for the Program that is the subject of the claim. This limit also applies to any of IBM s Program developers and suppliers. It is the maximum for which IBM and its Program developers and suppliers are collectively responsible. 0. Items for Which IBM Is Not Liable UNDER NO CIRCUMSTANCES IS IBM, ITS PROGRAM DEVELOPERS OR SUPPLIERS LIABLE FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY: X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page 0 of 0

381 0 0 0 a. LOSS OF, OR DAMAGE TO, DATA; b. SPECIAL, INCIDENTAL, EXEMPLARY, OR INDIRECT DAMAGES, OR FOR ANY ECONOMIC CONSEQUENTIAL DAMAGES; OR c. LOST PROFITS, BUSINESS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS.. Compliance Verification For purposes of this Section (Compliance Verification), IPLA Program Terms means ) this Agreement and applicable amendments and transaction documents provided by IBM, and ) IBM software policies that may be found at the IBM Software Policy website ( including but not limited to those policies concerning backup, subcapacity pricing, and migration. The rights and obligations set forth in this Section remain in effect during the period the Program is licensed to Licensee, and for two years thereafter.. Verification Process Licensee agrees to create, retain, and provide to IBM and its auditors accurate written records, system tool outputs, and other system information sufficient to provide auditable verification that Licensee s use of all Programs is in compliance with the IPLA Program Terms, including, without limitation, all of IBM s applicable licensing and pricing qualification terms. Licensee is responsible for ) ensuring that it does not exceed its Authorized Use, and ) remaining in compliance with IPLA Program Terms. Upon reasonable notice, IBM may verify Licensee s compliance with IPLA Program Terms at all sites and for all environments in which Licensee uses (for any purpose) Programs subject to IPLA Program Terms. Such verification will be conducted in a manner that minimizes disruption to Licensee s business, and may be conducted on Licensee s premises, during normal business hours. IBM may use an independent auditor to assist with such verification, provided IBM has a written confidentiality agreement in place with such auditor.. Resolution IBM will notify Licensee in writing if any such verification indicates that Licensee has used any Program X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

382 0 0 0 in excess of its Authorized Use or is otherwise not in compliance with the IPLA Program Terms. Licensee agrees to promptly pay directly to IBM the charges that IBM specifies in an invoice for ) any such excess use, ) support for such excess use for the lesser of the duration of such excess use or two years, and ) any additional charges and other liabilities determined as a result of such verification.. Third Party Notices The Program may include third party code that IBM, not the third party, licenses to Licensee under this Agreement. Notices, if any, for the third party code ( Third Party Notices ) are included for Licensee s information only. These notices can be found in the Program s NOTICES file(s). Information on how to obtain source code for certain third party code can be found in the Third Party Notices. If in the Third Party Notices IBM identifies third party code as Modifiable Third Party Code, IBM authorizes Licensee to ) modify the Modifiable Third Party Code and ) reverse engineer the Program modules that directly interface with the Modifiable Third Party Code provided that it is only for the purpose of debugging Licensee s modifications to such third party code. IBM s service and support obligations, if any, apply only to the unmodified Program.. General a. Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract. b. For Programs IBM provides to Licensee in tangible form, IBM fulfills its shipping and delivery obligations upon the delivery of such Programs to the IBM-designated carrier, unless otherwise agreed to in writing by Licensee and IBM. c. any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement remain in full force and effect. d. Licensee agrees to comply with all applicable export and import laws and regulations, including U.S. embargo and sanctions regulations and prohibitions on export for certain end uses or to certain users. e. Licensee authorizes International Business Machines Corporation and its subsidiaries (and their successors and assigns, contractors and IBM Business Partners) to store and use Licensee s business contact information wherever they do business, in connection with IBM products and services, or in furtherance of IBM s business relationship with Licensee. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

383 0 0 0 f. Each party will allow the other reasonable opportunity to comply before it claims that the other has not met its obligations under this Agreement. The parties will attempt in good faith to resolve all disputes, disagreements, or claims between the parties relating to this Agreement. g. Unless otherwise required by applicable law without the possibility of contractual waiver or limitation: ) neither party will bring a legal action, regardless of form, for any claim arising out of or related to this Agreement more than two years after the cause of action arose; and ) upon the expiration of such time limit, any such claim and all respective rights related to the claim lapse. h. Neither Licensee nor IBM is responsible for failure to fulfill any obligations due to causes beyond its control. i. No right or cause of action for any third party is created by this Agreement, nor is IBM responsible for any third party claims against Licensee, except as permitted in Subsection 0. (Items for Which IBM May Be Liable) above for bodily injury (including death) or damage to real or tangible personal property for which IBM is legally liable to that third party. j. In entering into this Agreement, neither party is relying on any representation not specified in this Agreement, including but not limited to any representation concerning: ) the performance or function of the Program, other than as expressly warranted in Section (Warranty and Exclusions) above; ) the experiences or recommendations of other parties; or ) any results or savings that Licensee may achieve. k. IBM has signed agreements with certain organizations (called IBM Business Partners ) to promote, market, and support certain Programs. IBM Business Partners remain independent and separate from IBM. IBM is not responsible for the actions or statements of IBM Business Partners or obligations they have to Licensee. The license and intellectual property indemnification terms of Licensee s other agreements with IBM (such as the IBM Customer Agreement) do not apply to Program licenses granted under this Agreement.. Geographic Scope and Governing Law. Governing Law Both parties agree to the application of the laws of the country in which Licensee obtained the Program license to govern, interpret, and enforce all of Licensee s and IBM s respective rights, duties, and obligations arising from, or relating in any manner to, the subject matter of this Agreement, without regard to conflict of law principles. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

384 0 0 0 The United Nations Convention on Contracts for the International Sale of Goods does not apply.. Jurisdiction All rights, duties, and obligations are subject to the courts of the country in which Licensee obtained the Program license. Part Country-unique Terms For licenses granted in the countries specified below, the following terms replace or modify the referenced terms in Part. All terms in Part that are not changed by these amendments remain unchanged and in effect. This Part is organized as follows: Multiple country amendments to Part, Section (Governing Law and Jurisdiction); Americas country amendments to other Agreement terms; Asia Pacific country amendments to other Agreement terms; and Europe, Middle East, and Africa country amendments to other Agreement terms. Multiple country amendments to Part, Section (Governing Law and Jurisdiction). Governing Law The phrase the laws of the country in which Licensee obtained the Program license in the first paragraph of. Governing Law is replaced by the following phrases in the countries below: AMERICAS () in Canada: the laws in the Province of Ontario; () in Mexico: the federal laws of the Republic of Mexico; () in the United States, Anguilla, Antigua/Barbuda, Aruba, British Virgin Islands, Cayman Islands, Dominica, Grenada, Guyana, Saint Kitts and Nevis, Saint Lucia, Saint Maarten, and Saint Vincent and the Grenadines: the laws of the State of New York, United States; () in Venezuela: the laws of the Bolivarian Republic of Venezuela; ASIA PACIFIC () in Cambodia and Laos: the laws of the State of New York, United States; () in Australia: the laws of the State or Territory in which the transaction is performed; () in Hong Kong SAR and Macau SAR: the laws of Hong Kong Special Administrative Region ( SAR ); X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

385 0 0 0 () in Taiwan: the laws of Taiwan EUROPE, MIDDLE EAST, AND AFRICA () in Albania, Armenia, Azerbaijan, Belarus, Bosnia-Herzegovina, Bulgaria, Croatia, Former Yugoslav Republic of Macedonia, Georgia, Hungary, Kazakhstan, Kyrgyzstan, Moldova, Montenegro, Poland, Romania, Russia, Serbia, Slovakia, Tajikistan, Turkmenistan, Ukraine, and Uzbekistan: the laws of Austria; (0) in Algeria, Andorra, Benin, Burkina Faso, Cameroon, Cape Verde, Central African Republic, Chad, Comoros, Congo Republic, Djibouti, Democratic Republic of Congo, Equatorial Guinea, French Guiana, French Polynesia, Gabon, Gambia, Guinea, Guinea-Bissau, Ivory Coast, Lebanon, Madagascar, Mali, Mauritania, Mauritius, Mayotte, Morocco, New Caledonia, Niger, Reunion, Senegal, Seychelles, Togo, Tunisia, Vanuatu, and Wallis and Futuna: the laws of France; () in Estonia, Latvia, and Lithuania: the laws of Finland; () in Angola, Bahrain, Botswana, Burundi, Egypt, Eritrea, Ethiopia, Ghana, Jordan, Kenya, Kuwait, Liberia, Malawi, Malta, Mozambique, Nigeria, Oman, Pakistan, Qatar, Rwanda, Sao Tome and Principe, Saudi Arabia, Sierra Leone, Somalia, Tanzania, Uganda, United Arab Emirates, the United Kingdom, West Bank/Gaza, Yemen, Zambia, and Zimbabwe: the laws of England; and () in South Africa, Namibia, Lesotho, and Swaziland: the laws of the Republic of South Africa.. Jurisdiction The following paragraph pertains to jurisdiction and replaces Subsection. (Jurisdiction) as it applies for those countries identified in bold below: All rights, duties, and obligations are subject to the courts of the country in which Licensee obtained the Program license except that in the countries identified below all disputes arising out of or related to this Agreement, including summary proceedings, will be brought before and subject to the exclusive jurisdiction of the following courts of competent jurisdiction: AMERICAS () in Argentina: the Ordinary Commercial Court of the city of Buenos Aires; () in Brazil: the court of Rio de Janeiro, RJ; () in Chile: the Civil Courts of Justice of Santiago; () in Ecuador: the civil judges of Quito for executory or summary proceedings (as applicable); () in Mexico: the courts located in Mexico City, Federal District; () in Peru: the judges and tribunals of the judicial district of Lima, Cercado; X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx 0 OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

386 0 0 0 () in Uruguay: the courts of the city of Montevideo; () in Venezuela: the courts of the metropolitan area of the city of Caracas; EUROPE, MIDDLE EAST, AND AFRICA () in Austria: the court of law in Vienna, Austria (Inner-City); (0) in Algeria, Andorra, Benin, Burkina Faso, Cameroon, Cape Verde, Central African Republic, Chad, Comoros, Congo Republic, Djibouti, Democratic Republic of Congo, Equatorial Guinea, France, French Guiana, French Polynesia, Gabon, Gambia, Guinea, Guinea-Bissau, Ivory Coast, Lebanon, Madagascar, Mali, Mauritania, Mauritius, Mayotte, Monaco, Morocco, New Caledonia, Niger, Reunion, Senegal, Seychelles, Togo, Tunisia, Vanuatu, and Wallis and Futuna: the Commercial Court of Paris; () in Angola, Bahrain, Botswana, Burundi, Egypt, Eritrea, Ethiopia, Ghana, Jordan, Kenya, Kuwait, Liberia, Malawi, Malta, Mozambique, Nigeria, Oman, Pakistan, Qatar, Rwanda, Sao Tome and Principe, Saudi Arabia, Sierra Leone, Somalia, Tanzania, Uganda, United Arab Emirates, the United Kingdom, West Bank/Gaza, Yemen, Zambia, and Zimbabwe: the English courts; () in South Africa, Namibia, Lesotho, and Swaziland: the High Court in Johannesburg; () in Greece: the competent court of Athens; () in Israel: the courts of Tel Aviv-Jaffa; () in Italy: the courts of Milan; () in Portugal: the courts of Lisbon; () in Spain: the courts of Madrid; and () in Turkey: the Istanbul Central Courts and Execution Directorates of Istanbul, the Republic of Turkey.. Arbitration The following paragraph is added as a new Subsection. (Arbitration) as it applies for those countries identified in bold below. The provisions of this Subsection. prevail over those of Subsection. (Jurisdiction) to the extent permitted by the applicable governing law and rules of procedure: ASIA PACIFIC () In Cambodia, India, Indonesia, Laos, Philippines, and Vietnam: Disputes arising out of or in connection with this Agreement will be finally settled by arbitration which will be held in Singapore in accordance with the Arbitration Rules of Singapore International Arbitration Center ( SIAC Rules ) then in effect. The arbitration award will be final and binding for the parties without appeal and will be in writing and set forth the findings of fact and the conclusions of law. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

387 0 0 0 The number of arbitrators will be three, with each side to the dispute being entitled to appoint one arbitrator. The two arbitrators appointed by the parties will appoint a third arbitrator who will act as chairman of the proceedings. Vacancies in the post of chairman will be filled by the president of the SIAC. Other vacancies will be filled by the respective nominating party. Proceedings will continue from the stage they were at when the vacancy occurred. If one of the parties refuses or otherwise fails to appoint an arbitrator within 0 days of the date the other party appoints its, the first appointed arbitrator will be the sole arbitrator, provided that the arbitrator was validly and properly appointed. All proceedings will be conducted, including all documents presented in such proceedings, in the English language. The English language version of this Agreement prevails over any other language version. () In the People s Republic of China: In case no settlement can be reached, the disputes will be submitted to China International Economic and Trade Arbitration Commission for arbitration according to the then effective rules of the said Arbitration Commission. The arbitration will take place in Beijing and be conducted in Chinese. The arbitration award will be final and binding on both parties. During the course of arbitration, this agreement will continue to be performed except for the part which the parties are disputing and which is undergoing arbitration. EUROPE, MIDDLE EAST, AND AFRICA () In Albania, Armenia, Azerbaijan, Belarus, Bosnia-Herzegovina, Bulgaria, Croatia, Former Yugoslav Republic of Macedonia, Georgia, Hungary, Kazakhstan, Kyrgyzstan, Moldova, Montenegro, Poland, Romania, Russia, Serbia, Slovakia, Tajikistan, Turkmenistan, Ukraine, and Uzbekistan: All disputes arising out of this Agreement or related to its violation, termination or nullity will be finally settled under the Rules of Arbitration and Conciliation of the International Arbitral Center of the Federal Economic Chamber in Vienna (Vienna Rules) by three arbitrators appointed in accordance with these rules. The arbitration will be held in Vienna, Austria, and the official language of the proceedings will be English. The decision of the arbitrators will be final and binding upon both parties. Therefore, pursuant to paragraph () of the Austrian Code of Civil Procedure, the parties expressly waive the application of paragraph () figure of the Code. IBM may, however, institute proceedings in a competent court in the country of installation. () In Estonia, Latvia, and Lithuania: X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

388 0 0 0 All disputes arising in connection with this Agreement will be finally settled in arbitration that will be held in Helsinki, Finland in accordance with the arbitration laws of Finland then in effect. Each party will appoint one arbitrator. The arbitrators will then jointly appoint the chairman. If arbitrators cannot agree on the chairman, then the Central Chamber of Commerce in Helsinki will appoint the chairman. AMERICAS COUNTRY AMENDMENTS CANADA 0. Items for Which IBM May be Liable The following replaces Item in the first paragraph of this Subsection 0. (Items for Which IBM May be Liable): ) damages for bodily injury (including death) and physical harm to real property and tangible personal property caused by IBM s negligence; and. General The following replaces Item.d: d. Licensee agrees to comply with all applicable export and import laws and regulations, including those of that apply to goods of United States origin and that prohibit or limit export for certain uses or to certain users. The following replaces Item.i: i. No right or cause of action for any third party is created by this Agreement or any transaction under it, nor is IBM responsible for any third party claims against Licensee except as permitted by the Limitation of Liability section above for bodily injury (including death) or physical harm to real or tangible personal property caused by IBM s negligence for which IBM is legally liable to that third party. The following is added as Item.m: m. For purposes of this Item.m, Personal Data refers to information relating to an identified or identifiable individual made available by one of the parties, its personnel or any other individual to the other in connection with this Agreement. The following provisions apply in the event that one party makes Personal Data available to the other: () General X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

389 0 0 0 (a) Each party is responsible for complying with any obligations applying to it under applicable Canadian data privacy laws and regulations ( Laws ). (b) Neither party will request Personal Data beyond what is necessary to fulfill the purpose(s) for which it is requested. The purpose(s) for requesting Personal Data must be reasonable. Each party will agree in advance as to the type of Personal Data that is required to be made available. () Security Safeguards (a) Each party acknowledges that it is solely responsible for determining and communicating to the other the appropriate technological, physical and organizational security measures required to protect Personal Data. (b) Each party will ensure that Personal Data is protected in accordance with the security safeguards communicated and agreed to by the other. (c) Each party will ensure that any third party to whom Personal Data is transferred is bound by the applicable terms of this section. (d) Additional or different services required to comply with the Laws will be deemed a request for new services. () Use Each party agrees that Personal Data will only be used, accessed, managed, transferred, disclosed to third parties or otherwise processed to fulfill the purpose(s) for which it was made available. () Access Requests (a) Each party agrees to reasonably cooperate with the other in connection with requests to access or amend Personal Data. (b) Each party agrees to reimburse the other for any reasonable charges incurred in providing each other assistance. (c) Each party agrees to amend Personal Data only upon receiving instructions to do so from the other party or its personnel. () Retention Each party will promptly return to the other or destroy all Personal Data that is no longer necessary to fulfill the purpose(s) for which it was made available, unless otherwise instructed by the other or its personnel or required by law. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

390 0 0 0 () Public Bodies Who Are Subject to Public Sector Privacy Legislation For Customers who are public bodies subject to public sector privacy legislation, this Item.m applies only to Personal Data made available to Customer in connection with this Agreement, and the obligations in this section apply only to Customer, except that: ) section ()(a) applies only to IBM; ) sections ()(a) and ()(a) apply to both parties; and ) section ()(b) and the last sentence in ()(b) do not apply. PERU 0. Limitation of Liability The following is added to the end of this Section 0 (Limitation of Liability): Except as expressly required by law without the possibility of contractual waiver, Licensee and IBM intend that the limitation of liability in this Limitation of Liability section applies to damages caused by all types of claims and causes of action. If any limitation on or exclusion from liability in this section is held by a court of competent jurisdiction to be unenforceable with respect to a particular claim or cause of action, the parties intend that it nonetheless apply to the maximum extent permitted by applicable law to all other claims and causes of action. 0. Items for Which IBM May be Liable The following is added at the end of this Subsection 0.: In accordance with Article of the Peruvian Civil Code, the limitations and exclusions specified in this section will not apply to damages caused by IBM s willful misconduct ( dolo ) or gross negligence ( culpa inexcusable ). UNITED STATES OF AMERICA:. Taxes The following is added at the end of this Section (Taxes) For Programs delivered electronically in the United States for which Licensee claims a state sales and use tax exemption, Licensee agrees not to receive any tangible personal property (e.g., media and publications) associated with the electronic program. Licensee agrees to be responsible for any sales and use tax liabilities that may arise as a result of Licensee s subsequent redistribution of Programs after delivery by IBM.. General The following is added to Section as Item.m: U.S. Government Users Restricted Rights Use, duplication or disclosure is restricted by the GSA IT Schedule 0 Contract with the IBM Corporation. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page 0 of 0

391 0 0 0 The following is added to Item.f: Each party waives any right to a jury trial in any proceeding arising out of or related to this Agreement. ASIA PACIFIC COUNTRY AMENDMENTS AUSTRALIA:. Taxes The following sentences replace the first two sentences of Section (Taxes): If any government or authority imposes a duty, tax (other than income tax), levy, or fee, on this Agreement or on the Program itself, that is not otherwise provided for in the amount payable, Licensee agrees to pay it when IBM invoices Licensee. If the rate of GST changes, IBM may adjust the charge or other amount payable to take into account that change from the date the change becomes effective.. Limited Warranty The following is added to Subsection. (Limited Warranty): The warranties specified this Section are in addition to any rights Licensee may have under the Trade Practices Act or other legislation and are only limited to the extent permitted by the applicable legislation. 0. Items for Which IBM May be Liable The following is added to Subsection 0. (Items for Which IBM Maybe Liable): Where IBM is in breach of a condition or warranty implied by the Trade Practices Act, IBM s liability is limited to the repair or replacement of the goods, or the supply of equivalent goods. Where that condition or warranty relates to right to sell, quiet possession or clear title, or the goods are of a kind ordinarily obtained for personal, domestic or household use or consumption, then none of the limitations in this paragraph apply. HONG KONG SAR, MACAU SAR, AND TAIWAN As applies to licenses obtained in Taiwan and the special administrative regions, phrases throughout this Agreement containing the word country (for example, the country in which the original Licensee was granted the license and the country in which Licensee obtained the Program license ) are replaced with the following: X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

392 0 0 0 () In Hong Kong SAR: Hong Kong SAR () In Macau SAR: Macau SAR except in the Governing Law clause (Section.) () In Taiwan: Taiwan. INDIA 0. Items for Which IBM May be Liable The following replaces the terms of Items and of the first paragraph: ) liability for bodily injury (including death) or damage to real property and tangible personal property will be limited to that caused by IBM s negligence; and ) as to any other actual damage arising in any situation involving nonperformance by IBM pursuant to, or in any way related to the subject of this Agreement, IBM s liability will be limited to the charge paid by Licensee for the individual Program that is the subject of the claim.. General The following replaces the terms of Item.g: If no suit or other legal action is brought, within three years after the cause of action arose, in respect of any claim that either party may have against the other, the rights of the concerned party in respect of such claim will be forfeited and the other party will stand released from its obligations in respect of such claim. INDONESIA. Term and Termination The following is added to the last paragraph: Both parties waive the provision of article of the Indonesian Civil Code, to the extent the article provision requires such court decree for the termination of an agreement creating mutual obligations. JAPAN. General The following is inserted after Item.f: Any doubts concerning this Agreement will be initially resolved between us in good faith and in accordance with the principle of mutual trust. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

393 0 0 0 MALAYSIA 0. Items for Which IBM Is not Liable The word SPECIAL in Item 0.b is deleted. NEW ZEALAND. Limited Warranty The following is added: The warranties specified in this Section are in addition to any rights Licensee may have under the Consumer Guarantees Act or other legislation which cannot be excluded or limited. The Consumer Guarantees Act will not apply in respect of any goods which IBM provides, if Licensee requires the goods for the purposes of a business as defined in that Act. 0. Limitation of Liability The following is added: Where Programs are not obtained for the purposes of a business as defined in the Consumer Guarantees Act, the limitations in this Section are subject to the limitations in that Act. PEOPLE S REPUBLIC OF CHINA. Charges The following is added: All banking charges incurred in the People s Republic of China will be borne by Licensee and those incurred outside the People s Republic of China will be borne by IBM. PHILIPPINES 0. Items for Which IBM Is not Liable The following replaces the terms of Item 0.b: b. special (including nominal and exemplary damages), moral, incidental, or indirect damages or for any X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

394 0 0 0 economic consequential damages; or SINGAPORE 0. Items for Which IBM Is not Liable The words SPECIAL and ECONOMIC are deleted from Item 0.b.. General The following replaces the terms of Item.i: Subject to the rights provided to IBM s suppliers and Program developers as provided in Section 0 above (Limitation of Liability), a person who is not a party to this Agreement will have no right under the Contracts (Right of Third Parties) Act to enforce any of its terms. TAIWAN. Limited Warranty The last paragraph is deleted. 0. Items for Which IBM May Be Liable The following sentences are deleted: This limit also applies to any of IBM s subcontractors and Program developers. It is the maximum for which IBM and its subcontractors and Program developers are collectively responsible. EUROPE, MIDDLE EAST, AFRICA (EMEA) COUNTRY AMENDMENTS EUROPEAN UNION MEMBER STATES. Warranty and Exclusions The following is added to Section (Warranty and Exclusion): In the European Union ( EU ), consumers have legal rights under applicable national legislation governing the sale of consumer goods. Such rights are not affected by the provisions set out in this Section Warranty and Exclusions. The territorial scope of the Limited Warranty is worldwide. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

395 0 0 0 EU MEMBER STATES AND THE COUNTRIES IDENTIFIED BELOW Iceland, Liechtenstein, Norway, Switzerland, Turkey, and any other European country that has enacted local data privacy or protection legislation similar to the EU model.. General The following replaces Item.e: () Definitions For the purposes of this Item.e, the following additional definitions apply: (a) Business Contact Information business-related contact information disclosed by Licensee to IBM, including names, job titles, business addresses, telephone numbers and addresses of Licensee s employees and contractors. For Austria, Italy and Switzerland, Business Contact Information also includes information about Customer and its contractors as legal entities (for example, Customer s revenue data and other transactional information) (b) Business Contact Personnel Licensee employees and contractors to whom the Business Contact Information relates. (c) Data Protection Authority the authority established by the Data Protection and Electronic Communications Legislation in the applicable country or, for non-eu countries, the authority responsible for supervising the protection of personal data in that country, or (for any of the foregoing) any duly appointed successor entity thereto. (d) Data Protection & Electronic Communications Legislation (i) the applicable local legislation and regulations in force implementing the requirements of EU Directive //EC (on the protection of individuals with regard to the processing of personal data and on the free movement of such data) and of EU Directive 00//EC (concerning the processing of personal data and the protection of privacy in the electronic communications sector); or (ii) for non-eu countries, the legislation and/or regulations passed in the applicable country relating to the protection of personal data and the regulation of electronic communications involving personal data, including (for any of the foregoing) any statutory replacement or modification thereof. (e) IBM Group International Business Machines Corporation of Armonk, New York, USA, its subsidiaries, and their respective Business Partners and subcontractors. () Licensee authorises IBM: (a) to process and use Business Contact Information within IBM Group in support of Licensee including the provision of support services, and for the purpose of furthering the business relationship between Licensee and IBM Group, including, without limitation, contacting Business Contact Personnel X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx 0 OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

396 0 0 0 (by or otherwise) and marketing IBM Group products and services (the Specified Purpose ); and (b) to disclose Business Contact Information to other members of IBM Group in pursuit of the Specified Purpose only. () Use IBM agrees that all Business Contact Information will be processed in accordance with the Data Protection & Electronic Communications Legislation and will be used only for the Specified Purpose. () Access Requests To the extent required by the Data Protection & Electronic Communications Legislation, Licensee represents that (a) it has obtained (or will obtain) any consents from (and has issued (or will issue) any notices to) the Business Contact Personnel as are necessary in order to enable IBM Group to process and use the Business Contact Information for the Specified Purpose. () Retention Licensee authorises IBM to transfer Business Contact Information outside the European Economic Area, provided that the transfer is made on contractual terms approved by the Data Protection Authority or the transfer is otherwise permitted under the Data Protection & Electronic Communications Legislation. AUSTRIA. Exclusions The following is deleted from the first paragraph: MERCHANTABILITY, SATISFACTORY QUALITY 0. Limitation of Liability The following is added: The following limitations and exclusions of IBM s liability do not apply for damages caused by gross negligence or willful misconduct. 0. Items for Which IBM May Be Liable X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

397 0 0 0 The following replaces the first sentence in the first paragraph: Circumstances may arise where, because of a default by IBM in the performance of its obligations under this Agreement or other liability, Licensee is entitled to recover damages from IBM. In the second sentence of the first paragraph, delete entirely the parenthetical phrase: (including fundamental breach, negligence, misrepresentation, or other contract or tort claim). 0. Items for Which IBM Is Not Liable The following replaces Item 0.b: b. indirect damages or consequential damages; or BELGIUM, FRANCE, ITALY, and LUXEMBOURG 0. Limitation of Liability The following replaces the terms of Section 0 (Limitation of Liability) in its entirety: Except as otherwise provided by mandatory law: 0. Items for Which IBM May Be Liable IBM s entire liability for all claims in the aggregate for any damages and losses that may arise as a consequence of the fulfillment of its obligations under or in connection with this Agreement or due to any other cause related to this Agreement is limited to the compensation of only those damages and losses proved and actually arising as an immediate and direct consequence of the non-fulfillment of such obligations (if IBM is at fault) or of such cause, for a maximum amount equal to the charges (if the Program is subject to fixed term charges, up to twelve months charges) Licensee paid for the Program that has caused the damages. The above limitation will not apply to damages for bodily injuries (including death) and damages to real property and tangible personal property for which IBM is legally liable. 0. Items for Which IBM Is Not Liable UNDER NO CIRCUMSTANCES IS IBM OR ANY OF ITS PROGRAM DEVELOPERS LIABLE FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY: ) LOSS OF, OR DAMAGE TO, DATA; ) INCIDENTAL, EXEMPLARY OR INDIRECT DAMAGES, OR FOR ANY ECONOMIC CONSEQUENTIAL DAMAGES; AND / OR ) LOST PROFITS, BUSINESS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS, EVEN IF THEY ARISE AS AN IMMEDIATE CONSEQUENCE OF THE EVENT THAT X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

398 0 0 0 GENERATED THE DAMAGES. 0. Suppliers and Program Developers The limitation and exclusion of liability herein agreed applies not only to the activities performed by IBM but also to the activities performed by its suppliers and Program developers, and represents the maximum amount for which IBM as well as its suppliers and Program developers are collectively responsible. GERMANY. Limited Warranty The following is inserted at the beginning of Section.: The Warranty Period is twelve months from the date of delivery of the Program to the original Licensee.. Exclusions Section. is deleted in its entirety and replaced with the following: Section. defines IBM s entire warranty obligations to Licensee except as otherwise required by applicable statutory law. 0. Limitation of Liability The following replaces the Limitation of Liability section in its entirety: a. IBM will be liable without limit for ) loss or damage caused by a breach of an express guarantee; ) damages or losses resulting in bodily injury (including death); and ) damages caused intentionally or by gross negligence. b. In the event of loss, damage and frustrated expenditures caused by slight negligence or in breach of essential contractual obligations, IBM will be liable, regardless of the basis on which Licensee is entitled to claim damages from IBM (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), per claim only up to the greater of 00,000 euro or the charges (if the Program is subject to fixed term charges, up to months charges) Licensee paid for the Program that caused the loss or damage. A number of defaults which together result in, or contribute to, substantially the same loss or damage will be treated as one default. In the event of loss, damage and frustrated expenditures caused by slight negligence, IBM will not be liable for indirect or consequential damages, even if IBM was informed about the possibility of such loss or damage. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

399 0 0 0 d. In case of delay on IBM s part: ) IBM will pay to Licensee an amount not exceeding the loss or damage caused by IBM s delay and ) IBM will be liable only in respect of the resulting damages that Licensee suffers, subject to the provisions of Items a and b above.. General The following replaces the provisions of.g: Any claims resulting from this Agreement are subject to a limitation period of three years, except as stated in Section. (Limited Warranty) of this Agreement. The following replaces the provisions of.i: No right or cause of action for any third party is created by this Agreement, nor is IBM responsible for any third party claims against Licensee, except (to the extent permitted in Section 0 (Limitation of Liability)) for: i) bodily injury (including death); or ii) damage to real or tangible personal property for which (in either case) IBM is legally liable to that third party. IRELAND. Exclusions The following paragraph is added: Except as expressly provided in these terms and conditions, or Section of the Sale of Goods Act as amended by the Sale of Goods and Supply of Services Act, 0 (the 0 Act ), all conditions or warranties (express or implied, statutory or otherwise) are hereby excluded including, without limitation, any warranties implied by the Sale of Goods Act as amended by the 0 Act (including, for the avoidance of doubt, Section of the 0 Act). IRELAND AND UNITED KINGDOM. Agreement Structure The following sentence is added: Nothing in this paragraph shall have the effect of excluding or limiting liability for fraud. 0. Items for Which IBM May Be Liable The following replaces the first paragraph of the Subsection: X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page of 0

400 0 0 0 For the purposes of this section, a Default means any act, statement, omission or negligence on the part of IBM in connection with, or in relation to, the subject matter of an Agreement in respect of which IBM is legally liable to Licensee, whether in contract or in tort. A number of Defaults which together result in, or contribute to, substantially the same loss or damage will be treated as one Default. Circumstances may arise where, because of a Default by IBM in the performance of its obligations under this Agreement or other liability, Licensee is entitled to recover damages from IBM. Regardless of the basis on which Licensee is entitled to claim damages from IBM and except as expressly required by law without the possibility of contractual waiver, IBM s entire liability for any one Default will not exceed the amount of any direct damages, to the extent actually suffered by Licensee as an immediate and direct consequence of the default, up to the greater of () 00,000 euro (or the equivalent in local currency) or () % of the charges (if the Program is subject to fixed term charges, up to months charges) for the Program that is the subject of the claim. Notwithstanding the foregoing, the amount of any damages for bodily injury (including death) and damage to real property and tangible personal property for which IBM is legally liable is not subject to such limitation. 0. Items for Which IBM is Not Liable The following replaces Items 0.b and 0.c: b. special, incidental, exemplary, or indirect damages or consequential damages; or c. wasted management time or lost profits, business, revenue, goodwill, or anticipated savings. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx OF EXHIBIT G CER0ADMKK HCA ASR Page 00 of 0

401 0 0 0 Payment Fiscal Year Milestone # ATTACHEMENT A. TO AGREEMENT FOR PROVISION OF BEHAVIORAL HEALTH ELECTRONIC HEALTH RECORD SYSTEM SERVICES Phase EHR Scope of Work BETWEEN COUNTY OF ORANGE AND CERNER CORPORATION SEPTEMBER, 0 THROUGH JUNE 0, 00 MILESTONES AND DELIVERABLES Delivery Date: Weeks after contract execution Planned Delivery Date Amount for Payment Payment Distribution % Gross Payment $ Due Holdback % Net Milestone Payment $ after Holdback Holdback $ Phase Contract Commentments Total Cerner Contract Value for Phase $,,0 $,, (Excludes Travel Costs and M&S, Includes Taxes) (Amount equal to individual quotes as listed on expense detail sheet) 0- EHR Contract Execution/ Asset Delivery 0 Sep 0.% $, 0.0% $, $, 0- Disaster Recovery - Kickoff Oct 0.0% $, 0.0% $, $0 0- EHR Project Kickoff Dec 0 0.0% $,0 0.0% $0,0 $, 0- Overall EHR System Review Feb 0 0.0% $,0 0.0% $0,0 $, 0- Agile Enhancements Package Apr 0.0% $, 0.0% $0,0 $, 0- Overall EHR Design Review Apr 0.% $, 0.0% $, $, 0- Agile Enhancements Package Jun 0.0% $, 0.0% $0,0 $, Payment Budget for 0-.0% $,, $,, $0, $,,0 0- Disaster Recovery - Implementation and Go-Live Jul 0.% $, 0.0% $, $0 0- Overall EHR System Validation # Initial Jul 0.0% $, 0.0% $0,0 $, PowerForms 0% (Based on number of PFs during Design Review) Rules 0% (Based on number of rules during Design Review) CPDI Scanning Capability 0-0 Agile 00% Completion All Packages Sep 0.0% $,0 0.0% $00, $,0 0- System Validation # Mid Sep 0.0% $, 0.0% $0,0 $, PowerForms 0% (Based on number of PFs during Design Review) Rules 0% (Based on number of rules during Design Review) Production Server Upgrade 00% 0- System Validation # Final Nov 0.0% $, 0.0% $0,0 $, PowerForms 00% (Based on number of PFs during Design Review) Rules 00% (Based on number of rules during Design Review) CPDI 00% P Sentinel 00% eprescribe 00% PowerInsight 00% Chart XR 00% HIM 00% IQHealth 00% Health Sentry 00% Cerner Appliance 00% MediSource and PFT 00% 0- Testing and Final Validation Jan 0.% $, 0.0% $0, $, 0- Conversion and Go-Live Feb 0.0% $,00,0 0.0% $0, $00, Payment Budget for 0-.0% $,, $,, $0, $,0, Total Payments for both years $,0, Total Holdbacks, payble at end of project, final accepatance, up to 0 days after final delivery $,0 OF ATTACHMENT A. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx CER0ADMKK HCA ASR Page 0 of 0

402 0 0 0 * With the exception of Practice Management Uplift and Patient Accounting Optimization OF ATTACHMENT A. X:\CONTRACTS - 0 -\0-0\CERNER-EHR---BG K Redline.docx CER0ADMKK HCA ASR Page 0 of 0