2009 008 Ordinance - Laserfiche WebLink

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trustees thereof. During the term of this Agreement, Life Force shall make available the Life Force Records upon request during reasonable business hours for inspection and copying by Client or its authorized representatives. At Client's sole expense, Client or its auditors may audit Life Force's handling of Client's Ambulance Services accounts from time to time to include a review of Life Force's billing efforts, the adequacy of cash controls, the promptness of recording and remitting payments, compliance with this Agreement, and any other reasonable audit procedures and tests. C. Confidentialitv. Subject to Section 9, Life Force shall maintain the confidentiality of Client's patient data, patient lists, patient records; fee schedules, financial records and statements, and any other information designated in writing as confidential or proprietary by Client to the extent permitted by law. Client shall maintain the confidentiality of Life Force's computer software and resulting or related processes or documentation of the software used by Life Force, methods of operation of its comprehensive billing services, and any other information designated in writing as confidential or proprietary by Life Force. SECTION 7-NON-SOLICITATION. Unless the parties otherwise mutually agree in writing, during the term and any renewal term of this Agreement, and for a one-(1) year period commencing with the later of the date the Agreement terminates or expires without renewal or the date Life Force discontinues providing services under Section 5(C), each pariy agrees not to solicit for employment or engagement, or employ or engage, directly or indireetly, or through any third party rendering services on behalf of such party, anyone who was employed by the other party during the term and any renewal term of this Agreement. Each party agrees that the other party does not have an adequate remedy at law to protect its rights under this Section 7 and agrees that the non-defaulting pariy will have the right to injunctive relief enjoining the defaulting party from any violation or threatened violation of this Section 7, as such a violation would likely cause the non-breaching party irreparable harm. SECTION 8- COMPLIANCE. Notwithstanding any other provisions of this Agreement, Client expressly agrees that Life Force has the right to suspend submission of any and all claims if Life Force finds evidence of misconduct on the part of Client or if any governmental entity issues any guidance, rulings or regulations that prohibit billing or any of the elections made by Client. Life Force will provide reasonable and timely notice to Client of such suspension and make reasonable and timely efforts to resolve the issue(s) leading to suspension of claim submission with Client. In the event that an investigation is required to resolve the suspension, each pariy agrees to cooperate in such investigation. Life Force shall not be liable to Customer for any failure to perform its obligations nor for any damages that do not result from its own negligence or fraud. SECTION 9- HIPAA RESPONSIBILITIES. The parties anticipate that Life Force shall receive individually identifiable health information from Client ("Protected Health Information" or "PHI"), or create or receive PHI on behalf of Client to perform its duties under this Agreement ("the Life Force Services"). Each party intends to conduct its business and use and disclose PHI in compliance with state law and the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the HIPAA Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. § 164.501 et seq. ("Privacy Standards"), and the HIPAA Security Standards, 45 C.F.R. § 164.302 et seq. ("Security. Standards"), as amended from time to time and at the applicable compliance dates. A. Use and Disclosure of Protected Health Information: Life Force will use or disclose the PHI only for those purposes necessary to perform the Life Force Services, as otherwise permitted in this Agreement, or as required by law, and will not further use or disclose the PHI. Life Force shall advise members of its workforce of the obligations under HIPAA and take appropriate disciplinary action against any 8 22068/513664-1