Download Epic Twenty-Second Amendment

EPIC SYSTEMS CORPORATION
TWENTY-SECOND AMENDMENT TO LICENSE
This Twenty-Second Amendment to License ("$men3!nc¡!") is entered into by and between Epic Systems Corporation
("Epi-g") and The County of Santa Clara ("!sU").
BAcKGRoUND
Epic and You entered into a License and Support Agreement dated January 12,2012, which has since been amended (as
amended, the "Aglggmenl").
Epic has developed standal'd web services to facilitate certain types of communication between the Program Propefty and
external systems. You and Epic would like to amend the Agreement to grant You a license to certain web services for
purposes of integration between the Program Property and the ACR Select decision support tool ("4ÇB-t9þ91"), to be
performed by National Decision Support Company ("NDSC"), all in accordance with the terms and conditions set forth
below.
AGREEMENT
In consideration of the mutual covenants set forth below and in the Agreement, the parties agree
as
follows
All capitalized terms used in this Amendment
and not defined in this Amendment but defined in the Agreement
the meanings assigned to such terms in the Agreement.
1.
will
have
Addition of Program Property. The Agreement is amended by adding the following Epic web selvices as Items of
Program Property on Exhibit l(a) of the Agreement, subject to the restrictions stated in this Amendment and in the
Agreement:
Program Properfy
AnnotateOrders web
selice
(Medium complexity)
BPA Web Service (Medium
complexity)
Subscription Rate
Comments and Limitations
(us$)
The current Subscription Rate for
one Client Connection with this
Item is
Subscription Item.
See f'ootnotes l-3 below
The current Subscription Rate for
one Client Connection with this
Item is
Subscription Item.
See footnotes l-4 below
Limitations: Limited for use solely in accordance with the Documentation Manuals and in one Production Directory with the other
Items ofProgram Property licensed by You under the Agreement as ofFebruary 26,2016. Subscription fees for Subscription Items
are subject to increases. Certain standard web services are dependent on specifìc Epic software applications and are not available
for Your use unless You have also licensed the applicable Epic software application.
A "Client Connection" is a single application or endpoint (other than the Program Property) that consumes, communicates with, or
otherwise uses a specifìc web ser"yice. An "API Call" is a single query to a specifìc web seruice by a single Client Connection.
2
3
Installation, modifications, and support oftesting ofthe above web services will be billed at Epic's then current in-house hourly
lates. On-site tirne, if needed, will be charged at Epic's then curent hourly on-site rates. The estimated irrplementation fees for the
above Items are Actual implementation fees may vary from such estimate. The implementation cost estimate was prepared by
Your First Live Use of the ltems
Epic in good faith based on
above, and also based on Epic's experience with other customers and othel information used by Epic in its implementation estimate
process as of the date of this Amendment. Epic believes the implementation cost estimate represents an informed estimate of the
Epic irnplernentation services that would typically be required to implement these web services by a customer of Your size and
complexity, assuming that You provide effective project leadership, decision making and human and other resource allocation.
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2.
Subscription Fee for Web Services. You agree to pay Epic a subscription fee for Your use of each Item set forth in
Section I at the Subscription Rate for such Item in accordance with Section 6(f) of the Agreement. The current
Subscription Rate for each such Item is as specified above in Section l.
3.
Scope of Use. The Items listed in Section I are licensed to You solely for the purpose of integration between the
Program Property and ACR Select, to be performed by You and NDSC in accordance with NDSC's separate
agreement with Epic that governs its performance of such activities for You (collectively, the "Li_çenggd !Jse"). You
and NDSC are solely responsible for creating and maintaining the connection between the Program Property to ACR
Select that is facilitated by the Items listed above.
Any use of the Items lísted in Section
other than the Licensed Use is not permitted without prior written approval fi'om Epic.
I for a use
4.
Other Requirements. You understand that the Items licensed under this Amendment may be used to exchange patient
information with third party software. Thus, as a licensee and user of these ltems, You agree that it is Your
responsibility (and not Epic's) to determine and establish under what circumstances, standards, and terms patient
information will be exchanged with third party software using such ltems. In addition, You agree to be responsible for
compliance with all the laws applicable to You (including implementing HIPAA compliant privacy and security
measures) regarding the use, disclosure, and exchange of patient information using the ltems. Because You are in the
best position to know the laws applicable to You and Your existing authorization processes, You also agree to release
information about a patient using these Items only if the patient has authorized such a release or You have determined
that such a release for that patient is permitted without authorization under the laws applicable to You.
5.
Miscellaneous. The addition of the Program Property listed above may require additional licenses, including but not
limited to InterSystems Caché licenses or other third-par-ty software and may increase Your use of processor cycles,
disk space and memory. You agree to obtain any other third-party licenses for any hardware, software or data that may
be required from third parties. In connection with the addition of a web service, You may also require (i) installation,
implementation and training services (including analysis and consultation seruices), modifications (including
customizations), and other services from Epic, which will be billed to You at Epic's then current standard rates fot'
such services, and (ii) additional computer hardware, storage, or other infrastructure, which may result in additional
costs (including from Your hosting or infrastructure providers). Except as otherwise expressly provided in this
Amendment, all terms and conditions previously set forth in the Agreement will remain in effect as set forth in the
Agreement. In the event that this Amendment and the Agreement are inconsistent, the terms and provisions of this
Amendment will supersede the terms and provisions of the Agreement, but only to the extent necessary to satis! the
purposes of this Amendment. Upon Epic's signature, this Amendment will be effective as of the date of Your
signature below.
lSrcNAruRE PAGE FoLLowsì
t
COUNTY OF S,ANTA CLARA
EPIC SYSTEMS CORPORATION
By:
By
Name: Erik J. Phelps
DAVE CORTESE, President
Title:
Board ofSupervisors
General Counsel
Date:
Date:
ATTEST:
By;
MEGANDOYLE
Clerk of the Board of Supervisors
Date:
AS TO FORM AND LEGALITY
By
MICHAELA
Deputy County
Date:
3 fZL\/\ 6
APPROVED BY SCVHHS T'INANCE
By:
JOHN COOKINHAM
SCVHHS Chief Financial Officer
Date:
The terms offèred by this Amendment
will expire if You
have not returned an executed copy to Epic within 60 days of March 24,2016.
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