Fast Track Program Agreement

This Fast Track Program Agreement (“Agreement”) is entered into as of the date signed below by and between TSI Healthcare, Inc. (“Company”) and “Customer”.

Company and Customer, intending to be legally bound, hereby agree as follows:

WHEREAS, Customer desires certain elements of the NextGen® Ambulatory EHR and NextGen® Practice Management (“NextGen PM”) Software and its NextGen® KBM to be modified to allow Customer to achieve a full-year reporting period for their Quality Payment Program; and,

WHEREAS, NextGen Healthcare has provided Company with a modified version of the NextGen PM and NextGen Ambulatory EHR software, and its NextGen KBM, to accommodate such elements and will be releasing NextGen Ambulatory EHR version 5.9, NextGen PM 5.9 and NextGen KBM 8.4 beta software (“Licensed Program”) as part of it Software Maintenance Services program; and,

WHEREAS, the timing of the general release version of the Licensed Program, along with the time needed by the Customer to prepare its system for the general release of the Licensed Program, would result in an overall timeframe that would be beyond the timing needed by Customer to achieve its reporting goals; and,

WHEREAS, to assist Customer in achieving its goals, Company is willing to allow Customer to enroll in the Fast Track Program through which Company will release to Customer a beta version of the Licensed Program to allow Customer to prepare its system for the general release versions of the Licensed Program, subject to the terms and conditions set forth below.

NOW THEREFORE, the parties agree as follows:

Section 1 – GENERAL

The Fast Track Program, as further described herein, will commence on or about June 30th, 2017.

The Fast Track Program will provide access to the Licensed Program during the beta timeframe to be installed in Customer’s test environments to begin preparing for the Licensed Program upgrade. Upgrading of the production environments will occur after the General Release date of the Licensed Program with the General Release version of the NextGen® software.

Please note:

• Even though the Fast Track Program provides access to beta software during the beta timeframe it is a separate program from the actual 5.9/8.4 Beta Program.

• NextGen Healthcare is under no obligation to release a commercialized and/or general release version of the Licensed Program and the dates above/below are subject to change based on product build availability. Moreover, should NextGen Healthcare elect to offer a General Released version of the Licensed Program, the features and functionality of the Licensed Program may be different, in whole or in part, to the Licensed Program tested and evaluated by any party under this Agreement.

• During the Fast Track Program, Customer shall be entitled to use the beta versions of the Licensed Program for their internal business needs, test and evaluation purposes only. The beta version of Licensed Program may not be used in a production environment. Customer will only have access to the Licensed Program for which they are under one or more agreements with Company.

Time Table:
The Fast Track Program will commence in the following phased approach. (Note the dates below are subject to change based on Product build availability):

1. Installation of beta version of the Licensed Program in the Test Environment (two phases):
1. Initial Install: Late June 2017.
2. Follow-up Install: Late August 2017.
2. Installation of General Release version of the Licensed Program in the Test Environment (Late September 2017).
3. Installation of General Release version of the Licensed Program in the Production Environment (After General Release and prior to 1/1/18).

Section 2 – RESPONSIBILITIES OF COMPANY TO CUSTOMERS

Company shall:
2.1 Furnish temporary access of the Licensed Program (through the internet) during the Fast Track Program to Customer for trial use and testing in connection with the Fast Track Program Customer’s Test database.
2.2 If Customer does not already have one, an Account Manager will be assigned and serve as their main point of contact throughout the program.
2.3 Once the Beta Software is released, Customer’s Account Manager will schedule a call to discuss the Fast Track Program and will open a support case to have the Beta Software loaded into Customer’s Test environment. Customer’s Account Manager will engage Customer and coordinate regular calls throughout the Fast Track Program.
2.4 The following resources will be made available to Customer during the Fast Track Program and are highly recommended for utilization in order to complete a successful upgrade.
a. Pre-Upgrade Checklist –Can be utilized to address tasks that can be completed prior to the Installation of the Beta Software and prepare for the upgrade.
b. Fast Track Upgrade Plan – Provides step by step instructions to prepare Customer’s organization both operationally and technically for the upgrade.
c. Testing Plans – Guide Customer through testing enhancements to ensure it works in the applicable environment prior to go live.
d. Training Courses – Available for Customer to train core teams and end users prior to General Release. Training will focus on new enhancements and NextGen® HQM Workflows to ensure you understand how to improve your quality measure scores.
e. Consulting Services – Billable services are available as needed to assist with the upgrade process.
f. Documentation- Additional documentation such as Day One Impact Document, Release Notes, Quick Reference Guides and User Guides are referenced in conjunction with tasks within the Fast Track Upgrade Plan. These are valuable resources for the testing and training of Customer’s upgrade.

Section 3 – RESPONSIBILITIES OF CUSTOMER

Customer shall:
3.1 Provide proper operating environment, internet connectivity and suggested hardware per Company’s specification. Company’s specifications will be made available on or around time of initial installation of beta software. Utilize the Upgrade Overview Document for 5.8 UD3 to begin assessing its current configuration.
3.2 The installation of following recommended products based on Company’s understanding of current regulatory requirements prior to the start of the Fast Track Program:
A. NextGen HQM.
B. NextGen® Patient Portal or other certified portal integrated w/ NextGen Ambulatory EHR and mapped to NextGen HQM for reporting purposes.
C. NextGen® Share (with appropriate connectivity to specialty registries as determined by practice workflow).
D. Rosetta (with appropriate interface agents for one or more of the following: laboratory orders/results; immunizations; radiology orders/results; syndromic surveillance; cancer registries as determined by practice workflow).
E. Healthwise® Patient Education or other patient education mapped to NextGen HQM for reporting purposes.
F. Medical Summary Utility: Installed and configured to send CCDA that is not a referral template.
G. Auditing Security Risk for HIPPA/OCR (Office of Civil Rights): The Security Risk Analysis is not an option. It is requirement under HIPPA, Meaningful Use and now MACRA/MIPS.
H. CRS 2.0: The Coded Results Mapping allows you to map, using a practice template, specific template field values to a specific coded values to ensure more accurate quality measure reporting.
3.3 Use the Licensed Program only as authorized herein, in a Test environment (i.e. a non-live environment), and instruct its employees having access to the Licensed Program to act in conformity with its obligations under this Agreement.
3.5 “Staff” participants review Fast Track Program NextGen® product documentation as made available by Company.
3.6 Company will have testing plans available prior to beta software availability. Customers are highly encouraged to use the resources and materials indicated in section 2.4 to ensure a successful upgrade.
3.7 “Staff” participants report user testing issues as identified during Fast Track Program:
3.6.1 Log issues via Company Helpdesk as they are identified.
3.8 Customer must acknowledge and affirm their understanding that all information provided to them during the Fast Track Program regarding the release(s) may not be discussed with other Customers at any point.

Section 4 – OPERATING PROCEDURES; RESERVATIONS

4.1 Company will aid Customer for implementation and installation based on plans and timetables established for purposes of the Fast Track Program. However, Customers shall be responsible for the management, internal control, and implementation of the Fast Track Program, including acquiring adequate computer hardware, insuring proper machine configuration, internet access and program installation, and assigning suitable personnel to the project.

4.2. Because the Licensed Program may contain defects, Customer shall be responsible for establishing (or assuring the establishment of) back-up, log, batch, review, and other procedures and controls appropriate to maintain the integrity and continuity of Customer’s operations.

4.3 Company is under no obligation to make any changes or modifications to the Licensed Program suggested by Customer. Company reserves the right, with or without prior notice, to discontinue work on the Licensed Program or to revise the Licensed Program so it provides different features, features in different combinations, and/or different environment configurations.

Section 5 – LIMITATIONS ON WARRANTY AND LIABILITY

5.1 THE LICENSED PROGRAM PROVIDED IN THIS FAST TRACK PROGRAM IS NOT A FULLY TESTED PRODUCT OFFERING, AND HAS NOT BEEN COMPLETED PER COMPANY’S NORMAL DEVELOPMENT PROCEDURES. ANY PARTY’S USE OF THE LICENSED PROGRAM IS AT THEIR SOLE RISK; THE LICENSED PROGRAM AND ASSOCIATED DOCUMENTATION MAY CONTAIN DEFECTS, FAIL TO COMPLY WITH APPLICABLE SPECIFICATIONS, ANY MAY PRODUCE UNINTENDED OR ERRONEOUS RESULTS WHEN OPERATED IN COMBINATION WITH OTHER COMPANY PRODUCTS. THE LICENSED PROGRAM IS PROVIDED “AS IS” AND WITHOUT ANY WARRANTY WHATSOEVER.

5.2 IN NO EVENT WILL COMPANY BE LIABLE FOR DAMAGES OF ANY KIND (DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL) RESULTING FROM ANY DEFECT IN THE LICENSED PROGRAM OR ASSOCIATED DOCUMENTATION, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

5.3 CUSTOMER SHALL BE RESPONSIBLE FOR ANY USE OF THE LICENSED PROGRAM IN THEIR OPERATIONS. CUSTOMER SHALL BE RESPONSIBLE FOR VERIFYING ANY OUTPUT RESULTING FROM USE OF THE LICENSED PROGRAM. CUSTOMER SHALL FOLLOW PROPER BACK-UP PROCEDURES FOR ANY OTHER PROGRAMMING AND ALL DATA TO PROTECT AGAINST LOSS OR ERROR RESULTING FROM USE OF ANY OR THE ENTIRE LICENSED PROGRAM.

Section 6 – OWNERSHIP AND CONFIDENTIALITY

6.1 NextGen Healthcare shall have sole and exclusive ownership of all right, title, and interest in and to the Licensed Program and any additions or modifications thereto arising during the Fast Track Program or as a result of any other collaboration between Company and Customer (including their respective personnel), all media and documentation relating to such additions or modifications, and all intellectual property rights associated therewith (including, without limitation, rights to copyrights, trade secrets, or know-how). Upon NextGen Healthcare’s request, Customer agrees to execute such further instruments and take such further action as NextGen Healthcare may reasonably request to effect ownership of any such modifications.

6.2 Customer agrees to: (i) maintain in confidence the Licensed Program and all media and documentation that relate to the design, development, operation, testing or use of the Licensed Program or any additions or modifications thereto; (ii) use the same security measures as it uses to protect its own confidential technical information, provided that such measures shall be at least commercially reasonable for such purpose; and (iii) not to disclose such information to anyone other than those of its employees, and such contractors as Company may approve, under nondisclosure obligations who have a need to know such information in connection with the Fast Track Program. Upon completion of the Fast Track Program, unless Company has agreed, in a signed, written license agreement for the extended use of the Licensed Program, Company can de-activate the log on and password provided at any time and Customer agrees to return all media and documentation containing such information, and further agrees to certify its compliance with such obligation if requested by Company. The foregoing confidentiality obligations shall not apply to any information generally available to the public, independently developed or obtained without reliance on Company’s information, or approved for release by Company without restriction.

6.3 NextGen Healthcare and Company shall have and may cumulatively exercise all rights as it might have at law or in equity for the protection of Software and Documentation, including an injunction enjoining the breach or threatened breach of this Section.

Section 7 – TERMINATION

7.1 Either party may terminate the Fast Track Program and this Agreement at any time.

7.2 Upon expiration or termination of the Fast Track Program for any reason, Company may immediately de-activate all log-on and password to the Licensed Program and Customer shall immediately return all copies of the Licensed Program, the Licensed Program Users Guide and System Documentation, and any media and documentation that relate to the design, development, operation, testing or use of the Licensed Program or any additions or modifications thereto, if any such material was provided to Customer. Customer agrees to certify its compliance with the foregoing promptly upon Company’s request.

Section 8 – MISCELLANEOUS
8.1 The provisions of Sections 5 and 6 shall survive termination of this Agreement.

8.2 This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, County of Orange, without regard for principles of choice of law.

8.3 This Agreement constitutes the complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof, and supersede all prior oral and written proposals, representations, or other communication related to the subject matter hereof. The Licensed Program and the actions and commitments of Company with respect thereto shall not be construed as being directly or indirectly covered by or subject to any other agreement between Customer and Company.

IN WITNESS WHEREOF, Customer has caused, under seal, its authorized representatives to execute and deliver this Agreement as effective the date and year written below.

To accept these terms, please electronically sign below.