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1. Scope of Engagement. In furtherance of its public service mission, UNC agrees to provide, <br />through the services of Physician, (i) instruction on the implementation of a FIT program at <br />OCHD; (ii) periodic peer to peer guidance in a case conference setting to OCHD's <br />Community Health Worker regarding facilitation and coordination of care for FIT program <br />clients who are served by OCHD; and (iii) data analysis and feedback to OCHD on the <br />performance and outcomes of its FIT Program in furtherance of continuous quality <br />improvement of the program. OCHD acknowledges and agrees that Physician's services are <br />limited and discrete in nature, do not involve the review or development of specific treatment <br />plans for FIT program clients, and that as between the parties hereto, OCHD retains full <br />authority and responsibility for the care and treatment of its patients, including FIT program <br />clients. <br />2. Insurance. UNC agrees to provide professional liability self - insurance coverage for itself and <br />Physician in amounts not less than $1,000,000 per occurrence and $3,000,000 annual <br />aggregate. OCHD agrees to provide or assure professional liability coverage for itself and its <br />health care professionals or other staff engaged in the performance of this MOU in amounts <br />sufficient to cover its obligations hereunder. <br />3. No Compensation, No Referrals. The parties acknowledge and agree that there will be no <br />compensation from OCHD to UNC for the services provided by Physician to OCHD <br />pursuant to this MOU. The parties acknowledge and intend that this arrangement is in <br />furtherance of their respective public service missions. The parties further acknowledge and <br />agree that (1) clients of the FIT program who are patients of OC14D and the subject of the <br />care coordination guidance contemplated in this MOU will remain patients of OCHD, as <br />applicable; (2) neither party intends to induce or reward the referral of any item or service for <br />which payment may be made in whole or in part under any governmental healthcare <br />program; and (3) this arrangement is not entered into on the basis of any determination that <br />takes into account the volume or value of referrals or business otherwise generated between <br />the parties. <br />4. HIPAA. Since the provision of (i) advisory services for the implementation of the FIT <br />Program; (ii) ongoing peer to peer care coordination guidance; and (iii) data analysis in <br />support of OCI °ID's healthcare operations of assuring continuous quality improvement of its <br />FIT Program necessarily require the use and disclosure of OCHD- maintained protected <br />health information ( "PHI "), as defined under the Health Insurance Portability and <br />Accountability Act of 1996 (as amended), to UNC, including information on FIT program <br />participants' healthcare utilization, access and outcomes, the parties agree, concurrent with <br />the execution of this MOU, to execute the Business Associate Agreement attached hereto as <br />Attachment 1. OCHD further acknowledges and agrees that UNC may additionally report to <br />TDE on the performance of OCHD's FIT Program; provided, however, that all such reports <br />shall be fully de- identified within the meaning of HIPAA. The parties also acknowledge and <br />agree that UNC shall not collect, use or disclose any PHI of OCHD's clients for a research <br />purpose unless (i) such research is IRB- approved; and (ii) the individual whose information <br />is to be collected, used and /or disclosed (including to potential third party research <br />collaborators) has first given his or her individual HIPAA authorizations in a form approved <br />by the IRB. <br />5. Term. This MOU shall run from October 1, 2017 to September 30. 2018, and may be <br />renewed thereafter by written agreement of the parties. <br />{00102384.DOCX} <br />