TECHNOLOGY-ENABLED CARE COORDINATION AGREEMENT THIS TECHNOLOGY-ENABLED CARE COORDINATION AGREEMENT ( Agreement ) is entered into by and between COMMUNITY CARE OF NORTH CAROLINA, INC., ( CCNC ), a North Carolina nonprofit corporation acting for itself and on behalf of NORTH CAROLINA COMMUNITY CARE NETWORKS, INC. ( NCCCN ), a North Carolina nonprofit corporation, and the participant identified herein below ( Participant ), (each a Party and collectively Parties ). Participant Organization Name: Participant Address: Participant Contact Name and email: Recitals: A. NCCCN owns and maintains a data center ( Informatics Center ) for storing clinical and claims data used as part of its operation of the Enhanced Primary Care Case Management Program ( PCCM ) for the North Carolina Department of Health and Human Services, Division of Medical Assistance, with services available to eligible Participants. B. CCNC provides additional clinical and data services, and along with NCCCN offers programs to Participants who subscribe to those programs through this Agreement. C. Participant desires to subscribe to certain of these programs to help it better serve its patient populations, and expressly acknowledges its duty to protect the privacy and security of all Patient Information. NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the legal sufficiency of which is hereby acknowledged by the Parties, the Parties agree as follows: I. Access CCNC, for itself and on behalf of NCCCN, grants to Participant, Participant s Participating Entities listed on Exhibit B attached hereto and incorporated herein by reference as if fully restated, and Participant s Authorized Users, a limited, nonexclusive, non-transferrable, non-assignable, non-salable license to access, disclose, and use Patient Information as part of the selected programs, only to carry out Permitted Purposes and subject to all the terms and provisions of this Agreement, its attachments, exhibits, and links, including but not limited to any applicable Participation Agreement and Data Use Agreement referenced herein. II. Programs and Services Participant will subscribe to programs by initialing beside one or more programs listed in Exhibit A, attached hereto and incorporated herein by reference as if fully restated. Participant will be eligible to participate in any of the services listed for any program selected, but Participant need not participate in every service listed for any program selected. IN WITNESS WHEREOF, CCNC and Participant, through their duly authorized representatives, hereby execute this Technology-Enabled Care Coordination Agreement effective the latter of the dates signed below. Community Care of North Carolina, Inc. Participant Organization: 2300 Rexwoods Dr., Raleigh, NC 27607 (address): By: Name: Torlen Wade Title: Executive Vice President Date: By: Name: Title: Date: Page 1 of 6 REV. 08/03/2017
The following programs and related services are available from CCNC or NCCCN. EXHIBIT A: PROGRAM AND SERVICE ELECTION Program Name Services Included with Program Unique Features Initial to Select Federal Cooperative Agreements Medicaid Heart Health NOW! (HHN) 1. HHN Dashboard 1. Participant must integrate its electronic health record system with the CCNC Data Platform, as that term is defined in the Participation Agreement. CCNC Program Networks may also participate in this program. Practice Transformation Network (PTN) County 1. PTN Dashboard 2. Provider Portal 3. Reports and analytics 4. Chronic Disease Registries 1. Provider Portal, including reports and analytics 2. CMIS (Read/Write) 1. Participant must sign the PTN Participation Agreement. This contract will be executed separately from the TECCA. 2. Reports and analytics from version 1.0 are only available to practices and CCNC Program Networks participating in the Medicaid Enhanced Primary Care Case Management program. 1. Participant operates as a County under contract with the NC DHHS Medicaid Hospital 1. Provider Portal, including reports and analytics 2. CMIS (Read/Write) 3. PHARMACeHOME TM 1. Participant operates as a Hospital under contract with the NC DHHS Medicaid Practice / Provider 1. Provider Portal, including reports and analytics 2. CMIS (Read/Write) 3. PHARMACeHOME 1. Participant operates as a Practice or Pharmacy under contract with the NC DHHS. 2. Pharmacy must also sign the Data Sharing Attestation and Authorization agreement. Pharmacy Community Pharmacy Enhanced Services Network (CPESN) 1. PHARMACeHOME TM 1. Participant must be a pharmacy or a CCNC Program Network. 2. Participant must sign the Data Sharing Attestation and Authorization agreement. This agreement will be executed separately from the TECCA. Page 2 of 6 REV. 08/03/2017
EXHIBIT B: PARTICIPATING ENTITIES For each Participating Entity listed and for each Authorized User (as defined below), Participant hereby warrants and represents that it has actual authority to bind them to the duties and obligations in this Agreement and in any applicable Participation Agreement, Data Use Agreement, and program description. Participant guarantees the performance of all duties and obligations of its Participating Entities and Authorized Users under this Agreement and any applicable Participation Agreement, Data Use Agreement, and program description. Participant shall indemnify, defend, and hold CCNC Inc., and NCCCN, including all their respective employees, directors, shareholders, and agents harmless from all costs, expenses, liabilities, damages, and losses incurred by any of them as a result of or arising from: (i) Participant s lack of actual authority to bind the Participating Entities or Authorized Users; and (ii) any breaches of this Agreement, any applicable Participation Agreement, and any Data Use Agreement by any Participating Entity or Authorized User. If a Participating Entity is participating in programs different from the programs selected in Exhibit A, all programs selected by the Participating Entity must be detailed below. For example, if the Participant selected Heart Health NOW! and PMH and PTN, but a Participating Entity is only participating in PTN, then the Participating Entity should list PTN in the Programs Selected column. If a Participating Entity is participating in programs identical to those programs selected in Exhibit A, please write See Exhibit A in the Programs Selected column. Please attach separate sheets, if necessary. Participating Entity Contact Information Programs Selected Participating Entity Name Address City State Zip Ex. Practice A, PLLC 123 Raleigh Way Raleigh, NC 27607 Ex. Practice B, PLLC 456 Asheville Way Asheville, NC 12345 Contact Person Name Contact email Contact phone John Doe jdoe@practicea.com 919-999-9999 Mary Doe maryd@practiceb.com 919-888-8888 Program 1 Program 2 Program 3 PTN See Exhibit A Page 3 of 6 REV. 08/03/2017
Exhibit C General Terms and Conditions 1. DEFINITIONS. Capitalized words and phrases not defined in this section shall have the definitions set forth in the Participation Agreements, which definitions are incorporated by reference as if fully restated. a. Affiliate means an entity controlled by, that controls, or that is under common control with another entity, as control is defined generally in Internal Revenue Code. Affiliate can also mean a member of an organization. b. Authorized Users means persons under the direct control of Participant, including members of its workforce, its independent contractors, and credentialed members of its medical or other professional staffs whom it authorizes to access, disclose, or use Patient Information. c. Data Use Agreements means any agreement using that or a similar title, and also any Business Associate Agreement ( BAA ), which specifies a Party s obligations for using and safeguarding protected health information consistent with federal regulations such as the Health Insurance Portability and Accountability Act of 1996 ( HIPAA ) and its implementing regulations, as amended. d. NC Medicaid or Medicaid means the North Carolina Department of Health and Human Service, Division of Medical Assistance. e. Patient Information means information related to a person s access, treatment, or payment in a healthcare setting, obtained from the Participant, any Participating Entity, or the Informatics Center. f. Participant means the person(s) or entity(ties) subscribing to programs under this Agreement, who must fall under one of these categories: (i) a Covered Entity; (ii) a Provider that is not a Covered Entity; (iii) a Business Associate of a Covered Entity; (iv) a state or federal agency that is a Participant Party to the NCCCN Participation Agreement; or (v) a Participating Entity as defined below. g. Participating Entity means any Affiliate of a Participant as listed in the Agreement, including amendments. h. Participation Agreement means the separate agreement setting out the rights and obligations of the Participant to access, use, and disclose Patient Information. 2. TERM. This Agreement commences upon the latter of the dates of execution, and continues through the last calendar day of the year in which it became effective. This is the Initial Term of the Agreement. The Agreement renews automatically on the first day of January for successive twelve (12) month periods ( Terms ) unless terminated by one of the Parties under one of the Termination provisions herein below. 3. PROGRAMS and SERVICES. All programs and services are contingent upon the continued availability of the underlying data and infrastructure, and any individual program or service may be discontinued at any time. For those programs or services with an associated fee, Participant and each Participating Entity individually agree to pay all fees for all programs and services selected as indicated on CCNC s Purchase Order. All fees paid are non-refundable. Fees are subject to change without prior notice. Payment of all fees is due on a net thirty (30) day basis from receipt of invoice from CCNC. Participant or a Participating Entity may cancel any program or service selected in lieu of accepting any Purchase Order or invoice for that program or service. Participant or a Participating Entity may cancel any program or service without canceling all programs or services. 4. JOINDER TO PARTICIPATION AGREEMENTS. Participant and each Participating Entity listed on Exhibit B are hereby joined as parties to the Participation Agreement, available at https://www.communitycarenc.org/informaticscenter/tecca-overview/ and incorporated herein by reference as if fully restated, for every program and related service selected. A breach of the Participation Agreement by Participant or a Participating Entity shall constitute a material breach of this Agreement. 5. JOINDER TO AHRQ DATA USE AGREEMENT. Participant and each Participating Entity listed on Exhibit B are hereby joined as parties to the Data Use Agreement for AHRQ, available at https://www.communitycarenc.org/informaticscenter/tecca-overview/ and incorporated herein by reference as if fully restated, if Participant has selected the Heart Health NOW! program, or if any of the Participating Entities on Exhibit B have separately selected this program. Page 4 of 6 REV. 08/03/2017
6. TERMINATION. a. Without Cause. Either Party may terminate this Agreement for any or no reason on sixty (60) days notice to the other Party. b. For Cause. Either Party may terminate this Agreement for a material breach by the other Party of any of the terms of this Agreement or of any applicable Participation Agreement if the breach is curable and remains uncured more than thirty (30) days after the breaching Party receives notice of the breach from the non-breaching Party. CCNC Inc. may terminate this Agreement immediately for any material breach by Participant which is not subject to cure. c. Data Privacy or Security Breach. Either Party may terminate this Agreement immediately upon actual notice of a verified, material breach by the other Party of data privacy or data security provisions of any BAA or Data Use Agreement executed by that other Party, which breach would constitute a violation of HIPAA. d. Termination from Participation Agreement. This Agreement shall terminate immediately should Participant for any reason no longer be covered by an applicable Participation Agreement. 7. EFFECT OF TERMINATION. If this Agreement terminates for any reason, Participant and all Participating Entities and Authorized Users under this Agreement must immediately cease and not resume all access to, disclosure of, and use of Patient Information under any program covered under this Agreement. Participant shall be liable to CCNC and NCCCN for any and all costs, losses, and damages that arise from any post-termination access to, disclosure of, or use of Patient Information by Participant or any agent or entity acting on behalf of Participant, including without limitation Participating Entities and Authorized Users, in violation of this provision. 8. INSURANCE. During the Term of this Agreement, each Party shall obtain and keep in force reasonable Cyber Liability and other insurance coverage to insure against breach notification expenses, including but not limited to regulatory investigation, notification, and credit monitoring provided for affected individuals. Each Party shall provide certificates of insurance, or in the case of self-insurance, a letter of explanation evidencing such coverage upon reasonable request of the other Party. 9. LIMITATION OF LIABILITY. THE TOTAL AGGREGATE LIABILITY OF CCNC AND NCCCN, INDIVIDUALLY AND COLLECTIVELY, AND REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, AGENCY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE, WITH RESPECT TO THE SERVICES OR PROGRAMS PROVIDED UNDER OR ANYTHING RELATED TO THIS AGREEMENT, SHALL BE LIMITED TO THE FEES PAID BY PARTICIPANT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT(S) GIVING RISE TO THE CLAIM(S). IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES SUFFERED BY EITHER PARTY OR ANY THIRD PARTY, ARISING FROM ANY CLAIM RELATED TO THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL DATA IS PROVIDED AS IS WITHOUT ANY WARRANTY OF BEING ERROR FREE OR CONTINUOUSLY AVAILABLE. 10. INDEMNIFICATION. Participant will defend, indemnify, and hold harmless CCNC and NCCCN and each of their respective officers, directors, agents, contractors, and employees from and against any and all third party claims, demands, actions, or suits, and shall be wholly liable for any and all losses, costs, reasonable expenses (including reasonable attorneys fees), damages, liabilities, and judgments of every nature or description against any of the foregoing entities or their officers, directors, agents and employees that arise out of (i) the defective performance or failure to perform by Participant of the obligations to be performed by it or (ii) any breach by Participant or any Participating Entity or Authorized User of any obligations, provisions, agreements, or covenants under this Agreement or any Participation Agreement or Joinder Agreement or other agreement to which Participant becomes a party through this Agreement. CCNC and NCCCN will defend, indemnify, and hold harmless Participant from and against any and all third party claims, demands, actions, or suits, and shall be liable for any and all losses, costs, reasonable expenses (including reasonable attorneys fees), damages, liabilities, and judgments that arise out of CCNC s or NCCCN s violation of HIPAA while performing a program or service run by CCNC or NCCCN selected by Participant. 11. INTELLECTUAL PROPERTY. All underlying patient data remain the property of the Covered Entity supplying the patient data pursuant to the applicable Participation Agreement or Data Use Agreement, and all rights to use patient data are governed by those agreements. All software, applications, and reports are the respective property of CCNC, NCCCN, or their third party vendors, and Participant shall not gain any title or interest in any intellectual property under this Agreement, any Participation Agreement, or any Data Use Agreement. Participant shall not use any trade mark, service Page 5 of 6 REV. 08/03/2017
mark, copyright, or other intellectual property of CCNC or NCCCN without the prior written consent of the owner of that intellectual property. 12. NOTICES. Any notice required or permitted to be given hereunder shall be sent to the address for a Party provided on the first page of this Agreement. Notices shall be hand delivered, sent by certified mail, return receipt requested, postage prepaid, or sent by nationally recognized courier service for overnight delivery. Notices shall be deemed delivered the earlier of actual delivery or the second day next following delivery to the postal service or overnight courier. Each Party may change its address for notices at any time by giving notice as provided hereunder. 13. AUTHORITY; NO CONFLICT. CCNC, NCCCN, and Participant each represent and warrant to the other that it is authorized to enter into this Agreement and the performance of its obligations hereunder shall not conflict with any other agreements to which it is bound. This Agreement shall not supersede prior agreements for Affiliates that are not listed on this Exhibit B. The terms applied to Participant only shall take precedence over prior terms in other agreements on this subject matter. 14. RELATIONSHIP. The relationship between CCNC, including each subsidiary, and Participant is strictly that of independent contractors, and this Agreement shall not create a partnership, agency, joint venture, employer-employee, or any other form of business relationship between Participant and any of those entities. Neither Participant nor CCNC, including its subsidiaries, shall have the power to bind the other in any respect whatsoever. 15. ASSIGNMENT. This Agreement may not be assigned or transferred by Participant without the prior written approval of CCNC. 16. SEVERABILITY. If any of the provisions of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalid, illegal or unenforceable provision shall be deemed not part of this Agreement, and the remainder of this Agreement shall remain in full force and effect. 17. EFFECT OF WAIVER. If either Party waives the enforcement of any obligation or right created by an agreement between them, that waiver shall not operate as or be construed as an amendment or modification of the agreement. Further, such waiver will not bar any subsequent enforcement of any obligation or right created by the agreement. 18. BINDING EFFECT. The rights and obligations of the Parties to this Agreement shall be binding upon and inure to the benefit of their respective successors and permitted assigns. 19. ENTIRE AGREEMENT. This Agreement, together with its exhibits and attachments and any referenced Participation Agreements and Data Use Agreements, constitutes the entire understanding between the Parties, and supersedes all prior agreements and contemporaneous statements with respect to the subject matter hereof for the listed Participating Entities. 20. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with, and the rights and liabilities of the Parties determined by, the laws and regulations of the State of North Carolina. 21. SURVIVAL. Any Section of this Agreement which by its nature should survive the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement. Without limiting the generality of the foregoing, the Limitation of Liability, Indemnification, and Intellectual Property provisions of this Agreement shall survive the expiration or termination of this Agreement for any reason. 22. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be sent electronically with a signature made by hand or electronically, and that signed document shall be deemed an original if unaltered but for being made into an electronic form. 23. AMENDMENT. This Agreement may be modified or amended only in a writing signed by authorized representatives of both Parties. Any attempt to amend this Agreement orally or by electronic mail shall be void. Page 6 of 6 REV. 08/03/2017