Return to Third-party agreements
WHEREAS, both parties acknowledge the mutual operational efficiencies that can be derived from automated laboratory results transmission and retrieval, use of Client patient demographics for test ordering and off-hours reporting; and
WHEREAS, the parties desire to enter into an agreement whereby LabCorp will provide Laboratory Data Management Software and/or Hardware ("LDM System") to Client as set forth herein and Client will use the LDM System of LabCorp; and
WHEREAS, Client acknowledges the Restricted Use of the LDM System as hereinafter provided.
The Parties hereby agree as follows:
The Laboratory Data Management System ("LDM System") may consist of any or all of the software, hardware and components identified in this Section A1:
Client shall provide, at its own cost, all telephone service (whether local or long distance), modems, phone lines, computers and other equipment, software, Internet access and any other items or services necessary for Client to use the LDM System.
- Interface. After acceptance of this Agreement by Client, and subject to confirmation and acceptance by LabCorp, LabCorp agrees to arrange with Client's Software Vendor, HealthFusion Inc., ("Vendor") for the purchase, installation and maintenance of the "Interface" described as follows: either a Uni-Directional Interface developed by Vendor which allows LabCorp to electronically transmit patient test results into Client's System, or a Bi-Directional Interface developed by Vendor which allows LabCorp to electronically transmit patient test results into Client's System and allow LabCorp to electronically receive laboratory test requisitions sent from Client's System. The type of Interface arranged is at the sole discretion of LabCorp.
- Necessary Equipment. LabCorp may provide Client, at no additional charge, peripheral equipment as well as LabCorp Requisition Forms, LabCorp Report Paper and Labels, and Printer Ribbons or Laser Printer Cartridges (as applicable). Client shall use such equipment and supplies for the sole purposes of ordering reference laboratory tests, and the receipt of reference laboratory test results, from LabCorp via the LDM System.
- Ownership of LDM System. LabCorp and applicable third party vendors shall each retain their ownership interest to the LDM System, copyrights and all related documentation and materials. Client shall treat the LDM System like any other copyrighted or proprietary material. The LDM System shall be made available to Client's facility(ies) and may not be moved or removed without LabCorp's prior written consent. Client shall neither copy any written materials provided with the LDM System, nor sell, mortgage, assign, transfer, lease, sublet, loan, or part with possession of the LDM System or any interest thereon or permit any liens or charges to become effective thereon. Nor shall Client decompile, disassemble, or reverse engineer any part of the LDM System, nor allow another party to do so without first receiving LabCorp's written consent. Client shall attach and at all times keep affixed such labels as LabCorp may direct to show LabCorp's or a third party vendor's ownership interest in the LDM System. Client hereby grants LabCorp the right to inspect the LDM System at any reasonable time and Client shall not make any alterations, additions or improvements to the LDM System without the prior written consent of LabCorp. Client shall bear the entire risk of all loss, theft, damage or other interruption or termination of use of the LDM System from any cause whatsoever, during any term hereof and until the LDM System is returned to LabCorp. Client shall promptly notify LabCorp in writing of the occurrence of any of the above events.
Support, Maintenance and Installation
- Client agrees to cooperate with LabCorp and applicable vendors in the installation of the LDM System. In the event Client fails to cooperate with such development and/or to implement the LDM System within six (6) months from the date the Vendor provides the LDM System to Client, LabCorp in its sole discretion may immediately terminate this Agreement without further notice.
Compliance with All Laws and Restricted Use
- LabCorp is transmitting result reports to Client's Vendor, and into Vendor's system, at Client's direction and authorization and Client maintains the relationship with Vendor. The LDM System shall communicate exclusively with LabCorp, shall relate directly to laboratory services being provided by LabCorp to Client and shall not be used by Client for any other purpose. Client is being provided the LDM System for the sole purpose of receiving LabCorp test results and use of Client patient demographics for test ordering via the LDM System. Client agrees it shall make no other use of the LDM System and agrees further to execute and abide by the terms contained in any additional agreement required by LabCorp or any LDM System software and hardware vendor.
- It is the intent of the parties hereto to comply with all federal, state and local statutes, regulations and ordinances, including but not limited to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), Section 1877 of the Social Security Act (commonly known as the "Stark Provisions") and the anti-kickback provisions set forth in the fraud and abuse sections of 42 U.S.C. 1320(a), as well as and any regulations issued thereunder and any applicable similar state laws and regulations. The parties agree that pursuant to this Agreement, LabCorp shall only provide items, devices, or supplies that are used solely to order or communicate the results of, tests or procedures provided for Client, and that any benefit, consideration or remuneration conferred upon Client by virtue of this Agreement is not conditioned upon the referral of Medicare or Medicaid testing to LabCorp.
- Should either party reasonably conclude that any portion of this Agreement is or may be in violation of such requirements or subsequent enactments by federal, state or local authorities, this Agreement shall terminate immediately by written notice thereof to other party unless the parties agree to such modifications of the Agreement as may be necessary to establish compliance with all federal, state, and local statutes, regulations and ordinances. Otherwise, if Client fails to comply fully with the requirements set forth in this Section C, LabCorp shall have the right to immediately remove the LDM System, demand repayment, and terminate this Agreement.
- The LDM System is provided on an "as-is" and "as-available" basis. LabCorp disclaims any and all warranties with regard to the LDM System. In no event will LabCorp be liable for incidental, consequential, special or indirect damages. In jurisdictions limiting the effect of such a limitation, LabCorp's liability is limited to the greatest extent permitted by law.
- Client acknowledges and understands that LabCorp is merely arranging for the provision of the LDM System described herein as is made available to Client by Vendor. Therefore, Client agrees that any claims related to the establishment or functioning of the LDM System shall be brought to the attention of Vendor. LabCorp shall not be responsible for any claim in connection with the establishment or performance of the LDM System. Client hereby expressly releases LabCorp and agrees to indemnify and hold LabCorp harmless from any and all claims, including any and all claims for property damage, personal injuries and/or consequential, punitive or other damages which arise, or are alleged to have arisen, in connection with the establishment, operation or functioning of the LDM System.
Term and Termination
- This Agreement shall have an initial term of thirty-six (36) months ("Initial Term") and thereafter shall remain in force and effect for successive annual periods unless terminated. Client and LabCorp shall have the right to terminate this Agreement, with or without cause, by giving the other party a 30 day prior written notice. In addition, if Client should at any time discontinue using LabCorp's laboratory services, the parties acknowledge that there shall be no further need for Client to have the LDM System and this Agreement shall terminate immediately.
- Without prejudice to any other rights, LabCorp may immediately terminate this Agreement if Client fails to comply with the terms and conditions of this Agreement. Notwithstanding the foregoing, any provision that should by its context survive, including but not limited provisions related to repayment, indemnification and protection of propriety materials, shall survive termination of this Agreement for whatever reason.
- Client agrees that, in the event of the termination of this Agreement, with or without cause, by either party, the LDM System will be returned to LabCorp, at LabCorp's expense, and return or destroy all copies of any documentation and materials accompanying the LDM System.
Client understands that it is Client's responsibility to provide LabCorp with current billing information, including but not limited to ICD-9 codes, patient and insurance information on all tests ordered by Client from LabCorp.
Client may not assign this Agreement without the prior written consent of LabCorp.
This Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter herein and no amendment or modification of its terms shall be valid or binding upon any party unless reduced to writing and signed by authorized representatives of the parties hereto. Any applicable provisions required by federal, state, or local law are hereby incorporated by reference. This EULA supersedes any previous EULA that may have been executed between Client and LabCorp.
Dated: March 23, 2017