Agenda 8-e - University of North Carolina Health Care System Electronic Medical Record System Access Agreement

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UNCHCS EMR SYSTEM ACCESS AGREEMENT This EMR System Access Agreement (“Agreement”) is made and entered into as of __________________ (the “Effective Date”) written above by and between University of North Carolina Health Care System (“UNCHCS”), and Orange County, a body politic and corporate, by and through its Orange County Health Department (“CLIENT”): 1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: 1.1 “Client Equipment” means all hardware, software (other than the EMR System), printers, peripherals, network connectivity, and other client-side components required for remote access to and use of the EMR System, as may be updated from time to time by Epic and/or UNCHCS. The Client Equipment required as of the Effective Date is described in Exhibit A attached hereto. 1.2 “EMR System” means any and all Epic electronic health records software and updates thereto licensed by Epic to UNCHCS and its affiliated entities and made available for remote access and use by CLIENT under this Agreement, including the computer program object and source code, and any instructions, manuals or other materials relating to the installation, operation or code of the Epic electronic health records software. 1.3 “Epic” means Epic Systems Corp., a Wisconsin corporation, or any successor thereto. 1.4 “Services” means any implementation, training, technical support, maintenance and other services provided by or through UNCHCS to or for the benefit of CLIENT in connection with the EMR System and this Agreement, including any attachments hereto. 2. Background. UNCHCS is a not-for-profit integrated health care system owned by the State of North Carolina and based in Chapel Hill, North Carolina, which exists to further the teaching mission of the University of North Carolina through its association with the UNC- Chapel Hill School of Medicine and to provide state-of-the-art patient care through UNC Chapel Hill faculty physicians, affiliated hospitals, centers of excellence and a network of UNC-owned medical practices a community-based healthcare delivery, and to provide quality healthcare services and improve the health and well-being of its community. In order to better meet its mission, UNCHCS has invested in an electronic medical record system and certain related components as further described on Exhibit A (the “EMR System ”). CLIENT and UNCHCS recognize the enormous benefit to patients when medical providers have access to the EMR System when caring for patients. In order to realize this benefit for its patients, CLIENT desires to obtain the right to access and use the EMR System, and, in order to better serve the health needs of its community, UNCHCS desires to provide such access, subject to the terms and conditions of this Agreement. 3