2016-116-E Tax - ZirMed Inc. - elec. submission of patient claims, other ancillary EDI services, in-house ambulance billing & collection

Browse Search

DocuSign Envelope ID:90B9D659-590B-40CA-85C6-4FA2FEE9lF35 Z` I I I I I`1 11ulululul iq 1,111 '9616 NE E) 9. Custom Development and Consulting: ZirMed will provide custom development and consulting services("Special Services")on an"as requested"or"as required"basis to Customer. Any and all Special Services will be clearly communicated to Customer and approved in writing by both parties prior to undertaking. Fees for Special Services provided to Customer shall be billed to Customer upon the delivery thereof or as scheduled and mutually agreed upon at ZirMed's then current rates(with the development or consulting being billable in fifteen (15)minute increments). Other fees payable by Customer shall include the reasonable costs of travel and related expenses to and from Customer's site as required by such Special Services. 10. Term and Termination. The initial term of this Agreement shall be two(2)years, unless modified or terminated, in accordance with the other provisions of this Agreement. This Agreement shall automatically renew thereafter annually for additional one(1)year terms(each a "Renewal Term"), unless notice of termination is provided by the terminating party at least sixty(60)days prior to the end of the initial term. In the event of a delay in implementation of this Agreement of more than sixty(60)days, the initial term will begin on the date of the first "live"or"production"transaction transmitted by ZirMed, such date evidenced on the ZirMed system. Termination of this Agreement shall not terminate Customer's obligation to pay ZirMed for all Services performed under the Agreement prior to discontinuance of performance by ZirMed due to termination. Either ZirMed or Customer may terminate this Agreement if the other party fails to perform or to comply with a material term or condition of this Agreement and if such failure is not cured within forty-five(45)days after notice specifying such failure and the non-breaching party's intention to terminate. In addition, ZirMed may suspend or terminate this Agreement(a)if Customer breaches Section 8,or(b)if Customer fails to comply with any obligation under Section 3. In the event that Customer becomes insolvent, is adjudicated bankrupt,files a voluntary petition in bankruptcy, has a receiver appointed for it, makes an assignment for the benefit of creditors, is subject to filing of an involuntary petition in bankruptcy which is not discharged within thirty(30)days after filing,or takes any action or is subject to any action equivalent to any of the foregoing then, to the extent permitted by law, ZirMed shall have the right, at its option at any time thereafter, to terminate this Agreement and its obligations hereunder by giving Customer written notice thereof. In any Renewal term,either party may terminate this Agreement without cause upon giving a 60 day written notice. In the event that Customer terminates this Agreement for reasons other than those set forth in this Section 10 of this Agreement, Customer shall pay to ZirMed, as liquidated damages, a fee equal to fifty percent(50%)of the monthly fee and estimated transaction fees for one year or the remaining term of the Agreement, as extended, whichever is lower. If Customer's implementation project is cancelled by Customer or cancelled by ZirMed because of Customer non-responsiveness, this will be deemed a termination of this Agreement. Such payment shall be in addition and not in lieu of any other remedy of ZirMed under this Agreement. ZirMed acknowledges Customer is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event the public funds are unavailable and not appropriated for the performance of Customer's obligations under this Agreement,then this Agreement shall automatically expire without penalty to Customer immediately upon written notice to ZirMed of the unavailability and non-appropriation of public funds. 11. Assignment.All terms and conditions contained herein shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, personal representatives, successors, and permitted assigns, including without limitation, any successor to either party resulting by reason of corporate merger,consolidation or reorganization or incorporation of a partnership. Notwithstanding the foregoing, any assignment of this Agreement by Customer shall be void without the prior written consent of ZirMed. ZirMed shall have the right to assign this Agreement to a parent, affiliate, subsidiary, or successor in interest. The obligations of ZirMed under this Agreement may be provided or fulfilled by any subcontractor of ZirMed so long as ZirMed retains full responsibility for such obligations. 12. Warranties and Exclusive Remedies. ZirMed makes no warranty or representation concerning the adequacy, completeness, usefulness, or sufficiency of any Services or information or results thereof provided hereunder. ZirMed does not warrant that the functions contained in the Services and the applications thereof will meet Customer's requirements or that the Services will operate without interruption or be error free. The Services and any information provided hereunder and the results thereof are provided on an AS IS,AS AVAILABLE basis The information contained in this document is intended for the recipient and is considered confidential information. III RIVED 8