Overview of Dartnet Institute ( DI ) Agreements

Overview of DARTNet Institute (“DI”) Agreements

Comparison to CINA Agreements and DI AgreementsChecklist for filling out DARTNet Institute Agreements

Foundation Suite (ETL Only)

The purpose of this Overview Instruction document / Checklist is to give step-by-step instructions for filling out all agreement documents that a client will need to complete for DI. Please make sure all of these areas are completed before returning the agreements to DI.

The numbers listed for each item correspond to numbers that can be found within the agreements.

Once all agreements have been signed, please return to DI by scanning and emailing each document. You can return the agreements to Rachel Bryan () or Debbie Graham () define the various agreements that will be requested by DI for practices transitioning from CINA to DI for software licensing and support. Your organization is receiving this information because, upon your request that management of your CINA installation be transferred from CINA to DI, your organization will need to sign new agreements with DI for the licensing and support of the CINA software.

Under these agreements, DI will be providing the CINA software licenses to practices as a CINA reseller, and will be providing all client software support and maintenance. Upon execution of these agreements, all client support and services will be through DI and no longer through CINA.

In this Overview, each document will first be briefly defined as to purpose and content, followed by a comparison of the changes in the DI agreement from the same document that you currently have in place with CINA.

*ETL Only – if an item below notes “ETL Only”, this refers to customers that are signing the Foundation agreements. These customers will not receive Point of Care services.

Master Professional Services Agreement (“MSA”):

Definition / Purpose: The MSA is the overarching agreement under which all other agreements reside. The MSA sets forth the general business relationship between DI and the client. Unless otherwise stated in another agreement, the MSA will govern the business relationship. Where to sign:
Page 7 – Final Signature

(1): Signature

(2): Type or Print Name

(3): Type or Print Title

(4): Type or Print Date Signed

A MSA may not have been executed for all current CINA clients, as this was an agreement that was instituted after many practices began using CINA’s software / services. Regardless of whether a client signed a MSA with CINA, all DI clients will be asked to sign this agreement.

Comparison to CINA MSA: The only change from the CINA MSA is in section 16 and 17 where the arbitration venue and governing law has been changed from Texas to Missouri.

Business Associate Agreement (“BAA”):

Definition / Purpose: The BAA contains the language as proscribed by for HIPAA protections of the Client as the Covered Entity. There is no substantive content change between the CINA BAA and the DI BAA as the language contained within a BAA is defined by federal law. Where to sign:
Page 6 – Final Signature

(1): Signature

(2): Type or Print Name

(3): Type or Print Title

(4): Type or Print Date Signed

CINA Quality Suite™ Foundation Suite Licensed Software Agreement Purchased through theDARTNet Institute:

Definition / Purpose: The CINA Quality Suite Licensed™ Software Agreement (“DI LA”) contains all the rules and requirements the organization accepts in exchange for use of the CINA proprietary software. Where to sign:
Page 13 – Final Signature

(1): Signature

(2): Type or Print Name

(3): Type or Print Title

(4): Type or Print Date Signed

Comparison to CINA License Agreement (“CINA LA”): All page and section references are contained in the DI LA.

Page 1, paragraph 1, 2: States the relationship between DI as a reseller of the CINA Quality Suite™ Licensed Materials.

Page 1, List of Licensed Materials: Removed CINA Care Registry™ and CINA Clinical Performance Monitor™ from licensed materials.

Page 1, paragraph 3: Names DI as the owner, developer and licensee of the algorithms or process content.

Page 1, paragraph 5: Names DI as the provider of software support, and authorizes “data transfer to allow the Licensee to participate in the DARTNet Practice Performance Quality Registry and other research and quality improvement activities…”

Definitions:

1.5: Removed Authorized User Count definition and added Authorized Unit Count definition. Fees to be based on number of patients rather than number of clinicians.

1.8: Added Customer Support and Maintenance Fees definition

Removed Designated Users, Full Time User, Full Time Equivalent, and Part Time User, Pilot Use, Practitioner, Super User definitions

2.17 (i): Removed 30 day requirement for installation with penalty; added that installation timeline to be defined in Schedule A

2.17 (iii): Removed 30 day requirement to complete testing, added testing by licensee to be completed as defined in schedule A

3.1 and 3.4: All support services will be provided by DI. No further client support will be provided by CINA.

3.4 (i): Support hours stated as “normal business hours”; removed specific support hours.

3.4 (ii): Removed statement that a temporary fix or work around will be provided for Critical program errors.

Removed statement related to failure to resolve Critical program errors

3.4 (v): DI will still provide up to 4 hours of training, but has removed that training has to be with a named “Super User”

4.1: Added statement that license fees may be increased annually after the initial term of the agreement, with 90 days written notice to Licensee

4.3: Added statement related to payment of Customer Support Services and Maintenance Fees.

5.1(i): States that DI has been granted warranties regarding the software by CINA. These warranties are listed and remain unchanged from the warranties stated in the CINA LA.

5.1 (ii): DI warrants that it has the right to license the CINA software. This section goes on to include the remaining warrants that were included under 5.1 in the CINA LA.

6.1 (ii): Added statement that DI will pursue a claim against CINA on behalf of Licensee for violations set forth in 5.1(i).

9.3: Termination without cause shortened from 90 days with written notice to 30 days with written notice, after the initial 12 months after contract execution date.

9.4: Removed language regarding the return of all confidential information by all parties upon contract termination (last sentence in this section under CINA LA).

9.6: Corrected reference to section numbers that survive after contract termination: 10.2, 10.9

10.1: Removed language regarding replacing Authorized Users, which is not applicable with the Authorized Unit pricing in the DI LA.

10.2: Changed governing law and jurisdiction to Missouri.

Schedule A: Licensed Materials and Customer Support Services and Maintenance Level Agreement ForDARTNet Licensed Materials (“DI Schedule A”)

Definition / Purpose: The DI Schedule A, combines the Schedule A: Licensed Materials and Schedule B: Exhibit A – Customer Support Services, collectively CINA Schedule A / B, into a single document. Where to sign:
Page 1 – Choose 1 OR 2 and initial

(1): Initial IF using CINA Quality Suite (Point of Care)

(2): Initial IF using CINA Foundation Suite (ETL Only)

Page 1 – Initial if Foundation (ETL Only) Customer

(3): Initial IF Unit Count is Not Applicable for your practice (ETL Only)

Page 5 – Choose 3 OR 4 and initial; only applicable for NEW customer install.

(4): Initial IF your customization will not exceed 4 hours (Known EHR)

(5): Initial IF your customization will not exceed 30 hours (Unknown EHR)

Page 5 – Initial if Quality (Point of Care) Customer

(6): Fill in the name of the Provider / Clinician who will review and approve the Clinical Content that will be used for Clinical Decision Support.

Page 5 – Initial if Foundation (ETL Only) Customer

(7): Initial IF the Protocol Content is Not Applicable for your practice (ETL Only)

Page 9 – Final Signature

(8): Signature

(9): Type or Print Name

(10): Type or Print Title

(11): Type or Print Date Signed

Comparison to CINA Schedule A / B:

1.1: Changes the license calculation from Authorized User Count to Authorized Unit Count. Defines Authorized Unit Count and indicates the number of licenses authorized for use by Client.

1.2: Adds language around methods for updating Authorized Unit Count annually.

2.1-2.6: Outlines license and support fees, installation fees, and additional fees, and defines the licensed materials.

3.1-3.5: Outlines Hardware and Software Requirements and installation options.

4.1: Adds definition and client authorization of data source testing and revision process.

5.1: Adds client authorization of Protocol Content.

6.1-10.1: Outlines Customer Support and Maintenance, Assignment of Issue Severity, Issue Escalation, Response Targets, and Issue Escalation, collectively Service Level Agreements, (formerly contained in CINA Schedule B).

11.1-11.3: Moves Payment Terms to the Statement of Work

12.1: (Compares to CINA Schedule A 5.1)—Changes License Materials contract termination from 30 days to 90 days after the initial 12 month contract is completed.

Statement of Work: Installation of CINA Quality Foundation Suite™(Implementation of CINA Point of Care Reports™ETL Only), including Protocol Content developed in conjunction with <Insert Organization Name> (“SOW”)

Definition / Purpose: This is a new agreement for CINA clients which outlines installation and implementation plans, and payment terms specific to the client.

SOW Contents:

Client and DI responsibilities

Target completion dates

Identifies data source(s) (e.g. EMR)

Support processes

Fee schedule

Payment schedule

Payor / Responsible Entity(s)

Where to sign:
Page 2 – Choose 1 OR 2 and initial. Only applicable for NEW customer install.

(1): Initial IF you will provide Server / Virtual Machine to support CINA software

(2): Initial IF you plan to receive server and software from DI

Page 3 – Choose 3 OR 4 and initial; Only applicable for payor (some sites have a 3rd party payor)

(3): Initial IF you will submit payment on an annual basis

(4): Initial IF you will submit payment on a semi-annual basis

Page 4 – 5, 6, 7 to be completed by the Payor (some sites have a 3rd party payor)