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