Healthcare CQM Solution Upgrade

Healthcare CQM Solution Upgrade

Parties and Effective Date

This Upgrade Agreement (the Agreement) is entered into by and between:

Effective Date:

Scope of Upgrade

The Vendor will perform the upgrade described below. The upgrade will modify, extend, or replace components of the Clinical Quality Measure (CQM) Solution as specified and will be performed in accordance with applicable law and industry-standard safeguards for protected health information (PHI).

Modules included (check all that apply):

Schedule and Acceptance Testing

Start Date:    Anticipated Completion Date:

Fees, Payment, and Change Orders

Change orders that materially alter scope, price, or schedule must be submitted in writing and signed by authorized representatives of both parties. The Vendor shall not commence work outside the Scope without an executed change order.

Data Migration; Use of Patient Information

To perform the Upgrade, the Vendor may access and process Protected Health Information (PHI) as defined by applicable law. The parties acknowledge that the Organization is the custodian of PHI and grants the Vendor the limited rights set forth herein to access, copy, transfer, and transform data for the purposes of the Upgrade, subject to the privacy, security, and minimum necessary requirements in this Agreement.

Representative sample patient record (for testing/mapping only; do not use live patient data unless expressly authorized):

Insurance and Clinical History (Representative)

HIPAA, Security, and Authorization

The parties affirm that the Vendor is a business associate and will implement administrative, physical, and technical safeguards to protect PHI in accordance with applicable law. The Vendor shall encrypt PHI during transit and at rest, maintain audit logs, restrict access on a least-privilege basis, and notify the Organization without unreasonable delay in the event of any security incident involving PHI.

Organization hereby authorizes the Vendor to access the data systems and PHI necessary to perform the Upgrade. This authorization expires on:

Warranties, Indemnification, and Limitation of Liability

Vendor warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Vendor shall indemnify and hold the Organization harmless from third-party claims arising from Vendor's negligent acts or willful misconduct in connection with the Upgrade. Except as required by law, neither party shall be liable for consequential, incidental, or punitive damages; aggregate liability for direct damages is limited to the amount paid by the Organization for the Upgrade.

Support and Change-Order Contacts

Miscellaneous Provisions

This Agreement constitutes the entire understanding between the parties with respect to the Upgrade and supersedes all prior proposals and communications. Amendments must be in writing and executed by authorized representatives of both parties. If any provision is held invalid, the remaining provisions shall continue in full force.

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