Healthcare Data Migration Contract

HEALTHCARE DATA MIGRATION CONTRACT

Parties and Effective Date

Client Name:

Service Provider Name:

Effective Date:   Expected Completion Date:

Recitals & Definitions

This Contract sets forth the terms by which the Service Provider will migrate healthcare data, including Protected Health Information (PHI), from the Client's source systems to the Client's designated target systems. Terms defined herein include:

"Protected Health Information (PHI)" means individually identifiable health information as defined under applicable law. "Migration Services" means the mapping, extraction, transformation, validation, transfer, reconciliation, and acceptance testing specified in this Contract.

Scope of Services

The Service Provider shall perform Migration Services to transfer the data inventory described below. Services include secure extraction, transformation, transport, validation, reconciliation, and documentation necessary to place data in production-ready form within the Client's target system(s).

Estimated number of patient records:   Source System(s):

Security, Privacy and HIPAA Obligations

The Service Provider warrants that it will implement and maintain administrative, physical, and technical safeguards to protect PHI in accordance with applicable law and industry standards. The Service Provider acknowledges that it is a business associate and agrees to comply with all applicable provisions governing use, disclosure, storage, and safeguarding of PHI.

Data in transit will be encrypted using:   Access to PHI will be restricted to personnel with role-based access:

In the event of a suspected or confirmed breach of unsecured PHI, the Service Provider will notify the Client without unreasonable delay and provide all information necessary for Client to fulfill its breach notification obligations. Notification timeframe:

Migration Plan, Testing and Acceptance

The Service Provider shall produce a Migration Plan including mapping documents, test scripts, reconciliation procedures, and a schedule. Client-approved testing and acceptance criteria shall be applied prior to final cutover. Acceptance requires written sign-off by the Client's authorized representative.

Fees, Milestones and Payment

Client will pay Service Provider the fees set forth below in consideration for Migration Services. All fees are exclusive of applicable taxes. Invoices are payable within the agreed payment terms.

Amount:   Due Date:

Amount:   Due Date:

Representations, Warranties and Acceptance

The Service Provider represents and warrants that: (a) it has the legal authority and technical ability to perform the Migration Services; (b) Migration Services will be performed in a professional manner consistent with industry standards; and (c) it shall comply with applicable privacy and security laws governing PHI. Client's acceptance of migrated data shall be governed by the Acceptance Criteria set forth above.

Indemnification and Limitation of Liability

Each party agrees to indemnify, defend and hold harmless the other party from third-party claims arising from its gross negligence or willful misconduct in performing under this Contract. Notwithstanding the foregoing, neither party shall be liable for indirect, incidental, consequential, punitive or special damages. The aggregate liability of the Service Provider for direct damages arising from or related to this Contract shall not exceed the total fees paid by Client to Service Provider under this Contract.

Confidentiality and Data Return/Destruction

Each party shall maintain the confidentiality of the other party's confidential information. Upon termination or expiration of this Contract, Service Provider will, at Client's election, securely return all PHI and other Client data or securely destroy such data and provide a written certificate of destruction. Survival clauses for confidentiality, indemnification, and liability shall continue as specified herein.

Insurance and Compliance

Service Provider shall maintain insurance coverage customary for services of this type, including cyber liability and professional liability insurance. Service Provider shall furnish certificates evidencing such coverage upon Client request.

Notices

Notices required under this Contract shall be in writing and delivered to the primary contacts identified above by hand, overnight courier, or certified mail. Notice is effective upon receipt.

Term, Termination and Remedies

This Contract shall commence on the Effective Date and continue until completion of the Migration Services, unless earlier terminated for material breach, insolvency, or other cause as set forth herein. Termination shall be without prejudice to rights accrued prior to termination. Client may terminate for cause if Service Provider materially breaches this Contract and fails to cure within a reasonable cure period.

Miscellaneous

This Contract constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements. Amendments must be in writing and signed by authorized representatives of both parties. If any provision is held invalid, the remaining provisions shall remain in full force and effect. Governing law for disputes shall be selected by the parties below.

Acknowledgments

Client represents and warrants that it is authorized to direct the transfer of the data described herein and to permit Service Provider to access and migrate PHI. Service Provider acknowledges its obligations under this Contract, including compliance with applicable privacy and security obligations.

Authorization Expiration

This authorization to access and migrate Client data expires on:   Unless earlier terminated in accordance with this Contract.

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