Data Sharing Authorization

Data Sharing Authorization

This Data Sharing Authorization (this “Authorization”) is effective as of the date of electronic signature by Provider (“Effective Date”) and is between Healthcare Systems & Technologies, LLC (“HST”) and the entity that agrees to the terms herein by affixing its electronic signature hereto (“Provider,” and together with HST, the “Parties”).

Recitals

1. Advantien Surgical Solutions, LLC (“Advantien”) desires access to certain confidential information (“CI”) relating to Provider’s and, if applicable, Provider’s ambulatory surgical centers’ (each, an “ASC”), operating costs.
2. To facilitate Advantien’s access to such CI, Advantien desires Provider to allow HST to use Provider ’s and, if applicable, its ASCs’, data from Provider ’s and its ASCs’ practice management system(s).
3. To the extent applicable, Provider may agree to such use on behalf of its ASCs’ because it owns such ASCs.

The Parties hereby agree as follows:

Agreement

1. Data Sharing. Provider agrees that HST may use Provider’s and, if applicable, its ASCs’, basic demographics, supplies used, and procedure information. Provider, on its own behalf and on behalf of its ASCs, if any, acknowledges that, subject to applicable law, such information may be used and shared by HST as necessary and useful for HST’s reasonable purposes.
2. Fees. There are no fees due or payable under this Authorization.
3. De-Identification of Data. No data used by HST hereunder will contain any “Protected Health Information” (as that term is defined in the HIPAA privacy rule at 45 C.F.R. §160.103), but will be de-identified in accordance with 45 C.F.R. §164.514(b) of the HIPAA privacy rule.
4. Authority. Solely to the extent applicable, Provider hereby represents and warrants to HST that it has all requisite power and authority to agree to the terms set forth in this Agreement on behalf of the ASCs.
5. Limitations of Liability. IN NO EVENT WILL HST BE LIABLE UNDER OR IN CONNECTION WITH THIS AUTHORIZATION UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER HST WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL HST’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AUTHORIZATION, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED $10,000.
6. Term and Termination. The term of this Authorization begins on the Effective Date and, unless terminated by either party upon 30 days’ written notice, will continue in effect for as long as Provider is a customer of HST (the “Term”).
7. Electronic Signatures. Each Party agrees that this Authorization and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Authorization or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.