COMMUNITYCARES ACCESS AGREEMENT.PDF
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Page 1 of 22 ©2022 Contexture. All rights reserved. COMMUNITYCARES ACCESS AGREEMENT This CommunityCares Access Agreement (“Agreement”) is by and between Contexture and its affiliate Health Current (collectively, “Contexture”), and Maricopa County, through its Maricopa County Human Services Department (“Licensee”) and is effective as of the date of the last signatory (“Effective Date”). Contexture and Licensee are each a “Party” and collectively the “Parties” to this Agreement. RECITALS A. Unite USA, Inc. (“Unite Us”) owns and operates the Unite Us Network (defined below)—a common network powered by Unite Us’ proprietary software to coordinate electronic referrals and case management tasks between health care organizations and community-based organizations (“CBOs”). B. Contexture operates health information exchanges (“HIEs”), as well as other business lines and data services. Contexture has teamed with the Arizona Health Care Cost Containment System (AHCCCS) and 2-1-1 Arizona (operated by Solari) to implement a statewide referral system to address social determinants of health (“SDOH”) needs in Arizona and to provide HIE participants with access to SDOH data critical to AHCCCS’ Whole Person Care Initiative and to ensure better care coordination, case management and health outcomes for Arizonans (collectively, the “CommunityCares” program). C. Contexture has contracted with Unite Us to purchase and distribute licenses for certain individuals, organizations, and local and state governmental bodies and agencies in Arizona to access and use the Unite Us Network as part of the CommunityCares program. D. Licensee is an individual, organization, or local or state governmental body or agency that desires to participate in the CommunityCares program. AGREEMENT DEFINITIONS; RELATIONSHIP TO OTHER AGREEMENTS 1.1 Definitions Applicable Law means federal, state and local statutes and regulations that are applicable to Licensee, or those applicable to Contexture and/or Health Current, each as the case may be. Authorized User means an individual authorized by Licensee under this Agreement to use the Services. For purposes of clarity, the limits on Licensee’s access and use of the Services, and Licensee’s obligations under this Agreement, include Licensee’s Authorized Users. Page 2 of 22 ©2022 Contexture. All rights reserved. Arizona HIE Permitted Uses include without limitation treatment, care coordination, case or care management, transition of care planning, and other purposes approved by Contexture, which are permitted by federal, state and local statutes and regulations and that are applicable to HIE participants and Contexture in connection with its operation of the Arizona HIE. A full and current list of all Arizona HIE Permitted Uses is available on Contexture’s website, https://contexture.org/wp- content/uploads/2022/08/AZHIE_Participant_Manual_2022.pdf. Documentation means all reference and user manuals, guides, and technical specifications describing the Services. HIPAA collectively refers to the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act of 2009 (“HITECH”), and their implementing regulations (see 45 C.F.R. Parts 160, 162, and 164; 45 C.F.R. Part 2), all as amended from time to time. Intellectual Property Rights mean worldwide statutory and common law rights associated with: (a) patents and patent applications; (b) works of authorship, including copyrights, copyright applications, copyright registrations, and moral rights; (c) the protection of trade and industrial secrets and Confidential Information; (d) trademarks and service marks; (e) divisions, continuations, renewals, and re-issuances of any of the foregoing, whether now existing or acquired in the future; and (f) all other intellectual property rights enforceable under Applicable Law. Licensee Data mean any and all content or data uploaded, inputted, submitted or transmitted to or through the Unite Us Offering by Licensee, including without limitation all individually identifiable and de-identified data. Part 2 collectively refers to 42 U.S.C. § 290dd-2 and its implementing regulations located at 42 C.F.R. Part 2. Part 2 Data mean information subject to and protected by Part 2. Part 2 Program, as defined by Part 2, is a federally assisted individual or entity (including an identified unit within a general medical facility) that holds itself out as providing, and provides, substance use disorder treatment. A Part 2 Program also includes federally assisted medical personnel or staff in a general medical facility whose primary function is providing substance use disorder treatment and who are identified as such providers. A Licensee is federally-assisted if it is run in whole or part by the federal government, is carried out under a license or other authorization granted by the federal government (including an authorization to prescribe, order or dispense controlled substances for substance use disorder treatment), is supported by federal funds, or is a 501(c)(3) non-profit organization or otherwise assisted by the IRS with income tax deductions for contributions to the program or through the granting of tax exempt status. Services mean the implementation, training and technical support services; documentation; use and access to the Unite Us Network under the CommunityCares license (see Section 2.1); and all other related services, as described in this Agreement. Page 3 of 22 ©2022 Contexture. All rights reserved. Unite Us Network means the common network powered by the proprietary software owned and operated by Unite Us to coordinate electronic referrals and case management tasks between health care organizations and community-based organizations as hosted by Unite Us and as updated by Unite Us from time to time (the “Unite Us Platform”). In Arizona, the common network powered by the Unite Us Platform is referred to as CommunityCares. Updates mean any modifications, error corrections, bug fixes, new releases, updates, enhancements and upgrades to the Unite Us Network (and any related Documentation) that may be provided or otherwise made available by Unite Us from time to time. 1.2 Relationship to Other Agreements Legacy SDOH Network Agreements. If applicable, this Agreement shall constitute the Parties’ agreement to the immediate termination of the previously executed SDOH Network Participation Agreement or SDOH Network Services Addendum. The Parties shall use commercially reasonable efforts to cooperate in the transition from the SDOH Network / SDOH Services to the Unite Us Network. Incorporation by Reference. This Agreement includes and incorporates by reference any written exhibits, attachments, addenda, appendices, schedules, statement of works, or work orders that are attached to this Agreement as of the Effective Date or, that after the Effective Date, expressly state in a signed writing by both Parties that they are subject to this Agreement (collectively, “Attachments”). For purposes of clarity, all references to this Agreement include the Attachments. Other Agreements. The Parties acknowledge and agree that this Agreement is separate and distinct from any other agreements between the Parties, including without limitation any health information exchange (“HIE”) participation agreement for use of a Contexture HIE or access agreement for use of the Arizona Healthcare Directives Registry. COMMUNITYCARES SERVICES 2.1 Access and Use. (a) Services. Subject to the terms of this Agreement, Licensee will have a non-exclusive, non-sublicensable, non-transferable (except as may be permitted in Section 11.2) right to access and use the Services during the term of this Agreement solely for Licensee’s internal business purposes (the “CommunityCares License”); provided, however, that Licensee understands and agrees that to access and use the Unite Us Network under the CommunityCares License, Licensee must also abide by any required Unite Us terms and conditions applicable to Authorized Users. Licensee shall not remove any copyright notice, trademark notice, and/or other proprietary legend set forth on or contained within any of the Services. Licensee is solely responsible for ensuring that its use of the Unite Us Network complies with any terms and conditions imposed by Unite Us. (b) Included Unite Us Services. The CommunityCares License covers Licensee’s use and access to the standard Unite Us Network and Unite Us standard dashboards. Contexture may choose to Page 4 of 22 ©2022 Contexture. All rights reserved. purchase additional Unite Us Services (“Additional Services”) that Contexture may choose to offer to Licensee. For the avoidance of doubt, Contexture shall have no obligation to purchase Additional Services from Unite Us or to offer Additional Services for use by Licensee. (c) Single-Sign On (“SSO”). Unite Us supports single-sign on (“SSO”) access to the Unite Us Network at no additional cost to Licensee. SSO is not a system integration. System Integration. The Parties must mutually agree upon and execute a statement of work for a system integration. Licensee acknowledges and understands that Unite Us may not offer system integration solution that is compatible with Licensee’s systems. CommunityCares Data Services. Licensee acknowledges and agrees that Licensee Data may be used in connection with Contexture’s HIEs for the Arizona HIE Permitted Uses (see Section 4.1). Contexture may offer additional data services to Licensee under the terms of this Agreement. The Parties must mutually agree upon and execute a statement of work for any additional data services. 2.2 Implementation, Training and Technical Support. Contexture Obligations. Contexture will provide, or will cause Unite Us to provide, implementation, training and technical support services. Licensee Obligations. Licensee shall do all of the following: (i) identify in writing to Contexture one or more customer support representatives who shall be the sole contact(s) for the coordination and receipt of the support services, and such persons shall be trained and knowledgeable about how the Services are being used; (ii) notify Contexture of any changes to the designated representative(s); (iii) provide an email address(es) and telephone number(s) for Contexture to communicate with the designated representative(s); and (iv) provide reasonable supporting data (including written descriptions of problems) as requested by Contexture or Unite Us, and to otherwise aid Contexture and Unite Us in identifying and correcting reported problems. If applicable, Licensee shall also use commercially reasonable efforts to assist with the relationship between and among Contexture, Unite Us, and Licensee’s technology vendor to enable timely implementation of the Services and, if applicable, any system integration. 2.3 Acknowledgements. Unite Us Responsibilities. Licensee acknowledges and understands that Unite Us is solely responsible and liable for: (i) hosting and management of the Unite Us Network; (ii) all computer hardware, software, communications systems, IT or telecommunications network and other infrastructure used by Unite Us to host and provide the Unite Us Network; (iii) providing and maintaining service levels and making any all and Updates to the Unite Us Network; (iii) overseeing, governing, determining, controlling and administering the Unite Us Network, including without limitation the access, exchange and use of data on the Unite Us Network; and (iv) compliance with Applicable Law with respect to the Unite Us Network, including without limitation if applicable, the Federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b), HIPAA, Part 2, the Family Educational Rights and Privacy Act (“FERPA”), the Federal Privacy Act, Federal Title X Family Planning program, and the Arizona Page 5 of 22 ©2022 Contexture. All rights reserved. Health Information Organization Law (A.R.S. § 36-3801 et seq.), all as amended from time to time. LICENSEE ACKNOWLEDGES AND AGREES THAT CONTEXTURE HAS NO CONTROL, AUTHORITY, RESPONSIBILITY OR LIABILITY FOR THE UNITE US NETWORK, INCLUDING WITHOUT LIMITATION ANY DATA ACCESSED, EXCHANGED OR USED ON THE UNITE US NETWORK. No Endorsements or Recommendations. Licensee acknowledges and understands that in providing the Services to Licensee and others: (i) Contexture does not endorse or recommend any individuals or organizations that may use or may be listed in the Unite Us Network; (ii) participation in the Unite Us Network or use of the Services does not guarantee any referrals; (iii) Contexture has no involvement in any individual’s or organization’s decision to make, receive or accept referrals; and (iv) any fees paid to Contexture for access to and use of the Services have no connection to the volume or value of potential referrals. LICENSEE OBLIGATIONS 3.1 Licensee Systems. Licensee is solely responsible for all hardware, software and connectivity required to access the Services and agrees to use supported Internet browsers to access the Unite Us Network. As between the Parties, Licensee is solely responsible for obtaining any and all consents, approvals, authorizations, licenses, and permits of third parties which are necessary or required for Licensee’s access to and use of the Unite Us Network and other Services, including without limitation system integrations. 3.2 Licensee Authorized Users. Identification; Credentials. Licensee will identify, verify and authenticate the identity and authority of its Authorized Users. As between the Parties, Licensee is solely responsible for ensuring that all usernames and passwords issued to it, or used by it, in connection with the Services (collectively, “Account Credentials”) remain confidential and are not used by unauthorized individuals. Responsibility. Licensee understands and agrees that it is responsible for all actions and omissions of its Authorized Users or any other person that acquires access to or use of the Services through Licensee’s account or the Account Credentials of any of its Authorized Users. Licensee understands that it is responsible for requiring Authorized Users to comply with all relevant terms and conditions of this Agreement and any required terms and conditions imposed by Unite Us, if applicable. 3.3 Consent Requirement. As between the Parties, Licensee is solely responsible for obtaining any consents, authorizations, acknowledgments, or other permissions that Licensee determines are required by Applicable Law in order for Licensee to use the Services and grant the permissions set forth in this Agreement (collectively, “Consent”). To the extent Licensee lacks sufficient Consent (an “Unauthorized Disclosure”), Licensee shall indemnify, defend and hold harmless Contexture (including without limitation its respective officers, directors, members, managers, employees and agents), from and against any and all claims, demands, losses, damages, suits, fees, judgments, costs and expenses (including but not limited to Page 6 of 22 ©2022 Contexture. All rights reserved. reasonable attorneys’ fees, expert witness’ fees and settlement costs), and penalties arising from or related to the Unauthorized Disclosure. DATA OWNERSHIP, PRIVACY AND SECURITY 4.1 Licensee Data. Ownership. As between the Parties, Licensee owns the Licensee Data. Licensee Data Export. Licensee grants permission for Unite Us to export the Licensee Data to Contexture in the form and format requested by Contexture. Licensee will use reasonable efforts to cooperate with and assist Unite Us in exporting the Licensee Data to Contexture, including without limitation providing (upon request) proof of any required Consent. Licensee Data License. Subject to Applicable Law, Licensee grants Contexture a non- exclusive, royalty free, fully paid up, worldwide, perpetual and irrevocable license to request, access, use, copy, store, process, transmit, aggregate, de-identify, display, and disclose Licensee Data for the following purposes: (i) for the purpose of delivering the Services (including without limitation any data analytic services) or as otherwise permitted by this Agreement; (ii) for evaluating, auditing, improving and developing the Services; (iii) for the Arizona HIE Permitted Uses; (iv) for Contexture’s legal responsibilities and proper management and administration of Contexture’s operations, including without limitation operation of its identity management resolution solution; (v) to aggregate it with other data sets and to provide data analytic services; (vi) to de-identify the data under 45 CFR 164.514(b), and to use and disclose such de-identified data as permitted by Applicable Law; (vi) as required by Applicable Law; and (vii) as otherwise permitted by Licensee in writing (collectively, the “Data License”). Licensee will cooperate with Contexture to modify this Data License in the future if needed to support additional use cases. Licensee represents, warrants and covenants that it has any and all necessary Consent to grant this Data License. Licensee must notify Contexture immediately and in writing if Applicable Law prohibits, limits or otherwise restricts the Data Use License, in whole or in part. 4.2 Privacy. HIPAA. The Parties shall comply with Applicable Law in connection with this Agreement, including rules, regulations and guidance related to data privacy. If applicable, Contexture will comply with the terms of the HIPAA Business Associate Addendum (Exhibit A) with respect to Licensee Data. 42 CFR Part 2. Licensee must give Contexture advance written notice if Licensee owns or operates a Part 2 Program or if Licensee otherwise intends to disclose Part 2 Data on the Unite Us Network (“Part 2 Designation”). Upon Contexture’s written confirmation of the Part 2 Designation, Contexture will comply with the following requirements with respect to the Part 2 Data: (i) Contexture acknowledges that in receiving, storing, processing, or otherwise dealing with Part 2 Data, it is fully bound by Part 2; (ii) if necessary, Contexture will resist in judicial proceedings any efforts of a third party to obtain access to Part 2 Data, except as permitted by Part 2; (iii) Contexture will implement appropriate safeguards to prevent unauthorized uses and disclosures of Part 2 Data; and (iv) Contexture will report any unauthorized uses, disclosures or breaches of Part 2 Data to the Licensee. Contexture Page 7 of 22 ©2022 Contexture. All rights reserved. further acknowledges and agrees that it cannot further disclose Part 2 Data to other third parties, unless the third party meets the following requirements and has entered into a written contract or comparable legal instrument that flows down Part 2 obligations described in this Section: (1) the third party is Contexture’s agent or subcontractor; (2) the agent or subcontractor is helping Contexture to provide services to Licensee and the disclosure of Part 2 Data is necessary for the agent or subcontractor to perform its duties; and (3) the agent or subcontractor will only disclose Part 2 Data back to Contexture or Licensee, or as otherwise permitted by Part 2. Other Privacy Laws. Licensee must give Contexture advance written notice if Licensee is subject to other state or federal laws, or individual privacy restrictions, that might impose additional procedural requirements on the Parties or might prohibit, limit or otherwise restrict the Data License given in Section 4.1, including without limitation the Family Educational Rights and Privacy Act (“FERPA”), the Federal Privacy Act, and the Federal Title X Family Planning program. Licensee acknowledges and agrees that Contexture reserves the right to deny or revoke the CommunityCares License to the Unite Us Network, in whole or in part, if Contexture determines in its sole discretion that it cannot grant or sustain the license due to regulatory compliance or contractual concerns. 4.3 Security. Each Party will maintain the technical, physical and administrative safeguards designed to protect the confidentiality, integrity and availability of Licensee Data (collectively, “Security Measures”). Such Security Measures must satisfy any Applicable Law and meet or exceed healthcare industry standards for such Security Measures. CONFIDENTIAL INFORMATION 5.1 Confidential Information Definition; Exclusions. Definition. Confidential Information means information and data relating to a Party’s Intellectual Property Rights, trade secrets, confidential know-how, business processes, confidential business information (including but not limited to software, products, services, technology and systems, business requirements, business plans, requests for proposal, customer lists, vendor lists, pricing information, strategic alliances, marketing strategies, financing and costs) and other information which it considers to be proprietary or confidential, and which: (i) is marked to indicate its confidential or proprietary status; or (ii) by its nature is proprietary or non-public, even if not marked, and regardless of how it is disclosed. As between the Parties, this Agreement and Documentation shall be considered the Confidential Information of Contexture. Exclusions. Confidential Information does not include information which a Party can demonstrate: (i) was or becomes publicly known through no fault of the Receiving Party (as defined below); (ii) was known by the Receiving Party before receipt from the Disclosing Party (as defined below); (iii) was rightfully received by the Receiving Party without confidential or proprietary restriction from a source other than the Disclosing Party that does not owe a duty of confidentiality to the Disclosing Party with respect to such Confidential Information; (iv) was independently developed by the Receiving Party without the use of the Confidential Information; or (v) is Licensee Data which is Page 8 of 22 ©2022 Contexture. All rights reserved. protected by other provisions of this Agreement (see Section 4.0). 5.2 Non-Disclosure; Legally Compelled Disclosures. Non-Disclosure. The Party that receives Confidential Information (the “Receiving Party”) of the other Party (the “Disclosing Party”) may only use the Disclosing Party’s Confidential Information: (i) to perform its obligations or exercise its rights under this Agreement; (ii) to use the Services; (iii) as permitted by this Agreement, including without limitation any licensing rights; or (iv) as otherwise permitted by the Disclosing Party in writing. The Receiving Party will use the same measures to protect the Disclosing Party’s Confidential Information as it uses to protect its own Confidential Information, which must at all times be at least a commercially reasonable degree of care applicable to the healthcare industry. For the avoidance of doubt, the Receiving Party must limit the disclosure of the Disclosing Party’s Confidential Information only to those employees, agents, or contractors of the Receiving Party who have a need to know for the performance of their duties and who are bound to comply with confidentiality obligations no less restrictive than the requirements set forth in this Section. Legal Requests. If a third party requests that the Receiving Party disclose the Disclosing Party’s Confidential Information through a court order, subpoena, summons, search warrant, governmental order, or other lawful process (a “Legal Request”), the Receiving Party will notify the Disclosing Party promptly after receiving the Legal Request if it is allowed to do so by Applicable Law. At the Disclosing Party’s request and expense, the Receiving Party will reasonably cooperate to resist the release of Confidential Information under the Legal Request. If applicable, the Receiving Party will only disclose the minimum required amount of Confidential Information 5.3 Defend Trade Secrets Act Disclosure. The Receiving Party acknowledges that Disclosing Party has provided the Receiving Party with notice in compliance with 18 U.S.C. § 1833 (the Defend Trade Secrets Act of 2016) regarding immunity from liability for limited disclosures of trade secrets. Pursuant to federal law, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. 5.4 Equitable Relief The Parties agree that a breach of this Section will cause the Disclosing Party substantial and continuing damage, the value of which will be difficult or impossible to ascertain, and other irreparable harm for which the payment of damages alone will be inadequate. Therefore, in addition to any other remedy that the Disclosing Party may have under this Agreement, at law or in equity, in the event of such a breach or threatened breach by the Receiving Party of the terms of this Section, the Disclosing Party will Page 9 of 22 ©2022 Contexture. All rights reserved. be entitled, after notifying the Receiving Party in writing of the breach or threatened breach, to seek both temporary and permanent injunctive relief without the need to prove damage, post bond or meet any similar requirement. 5.5 Return or Destruction. Upon Contexture’s reasonable request, Licensee will return Confidential Information of Contexture or, if Contexture gives its prior written approval, Licensee may certify the permanent and irreversible destruction of such Confidential Information. The Receiving Party will return or destroy the Disclosing Party’s Confidential Information upon termination of this Agreement, except as provided for in Section 8.0 of this Agreement. INTELLECTUAL PROPERTY RIGHTS 6.1 Contexture Rights. As between Contexture and Licensee, Contexture and its licensors own and shall retain all ownership and Intellectual Property Rights in and to the Services, subject to the rights granted to Licensee in this Agreement. Licensee shall only have those rights and licenses to access and use the Services expressly granted by Contexture in this Agreement. If Licensee provides any feedback on the Services to Contexture (including without limitation identifying potential errors or improvements), Licensee hereby assigns to Contexture all right, title and interest in and to the feedback and Contexture is free to use such feedback without payment or restriction, provided no Licensee Data or Licensee Confidential Information is included therein. All rights not expressly provided to Licensee in and to the Services are reserved to Contexture. 6.2 Licensee Rights. As between Contexture and Licensee, Contexture owns and shall retain all Intellectual Property Rights in and to its own Confidential Information. Contexture shall have only those rights to access and use Licensee Data and/or Licensee Confidential Information as set forth in this Agreement. Licensee also retains all Intellectual Property Rights in and to all of Licensee’s systems, software, patents, copyrights and trade secrets that Contexture may access or use in its performance of its obligations under this Agreement. 6.3 Deliverables. In the event Contexture develops any custom reports or other deliverables pursuant to a SOW (“Deliverables”), such Deliverables shall be owned by Contexture or its licensors (unless otherwise indicated in the applicable SOW). Contexture grants to Licensee a perpetual, irrevocable, nonexclusive, world-wide, royalty-free license to use, disclose, make, sell, copy, distribute, sublicense, modify and create works based on, perform or display such Deliverables. FEES AND PAYMENT 7.1 Fees. Page 10 of 22 ©2022 Contexture. All rights reserved. Contexture charges no participation or service fees for use of the Services at this time. The Parties may mutually agree to fees at a later date by amending this Agreement or by executing an Attachment that provides for fees for specific Services. TERM, TERMINATION AND SUSPENSION 8.1 Term. This Agreement shall commence on the Effective Date and will continue until terminated pursuant to this Section. 8.2 Termination; Suspension. Termination without Cause; Mutual Termination. Either Party may terminate this Agreement without cause upon ninety (90) calendar days prior written notice to the other Party. In addition, the Parties may mutually agree to terminate this Agreement through use of a signed writing or as otherwise provided for in this Agreement. Termination with Cause. Either Party may terminate this Agreement in the event the other Party materially breaches any of its obligations hereunder and such breach is not corrected within thirty (30) calendar days after written notice of the breach by the non-breaching Party. Additional Contexture Terminations and Suspension. Contexture may terminate this Agreement concurrently with the expiration, termination or suspension of any Agreement between Contexture and Unite Us, or if Contexture loses funding for the CommunityCares program. Licensee understands that Contexture reserves the right to terminate or suspend Licensee’s or an Authorized User’s access and/or use of the Services, or seek to cause Unite Us to suspend Licensee’s or any Authorized User’s access and/or use of the Unite Us Network under the CommunityCares License, if Contexture reasonably believes that the Services, or any portion thereof, and/or the integrity of any information contained therein, is at risk, or if Licensee or any Authorized User breaches the terms of this Agreement. 8.3 Remedies for Breach or Dissatisfaction. In the event of any breach of this Agreement by Contexture, or in the event Licensee is dissatisfied with the Services, LICENSEE’S SOLE AND EXCLUSIVE REMEDY IS TO STOP ACCESSING AND USING THE SERVICES AND TO TERMINATE THIS AGREEMENT. 8.4 Effect of Termination Effect of Termination. Upon termination, Licensee will immediately stop using the Services and Contexture will stop providing any Services. Within thirty (30) calendar days of termination, Licensee will return any Confidential Information of Contexture relating to the Services or, if Contexture gives its prior written approval, Licensee may certify the permanent and irreversible destruction of such Confidential Information. Licensee is encouraged to back up all of its Confidential Information, Licensee Data and other information or materials, including any data related to Licensees’ use of the Services. Page 11 of 22 ©2022 Contexture. All rights reserved. Contexture will within thirty (30) calendar days of the effective date of termination either return or destroy any Confidential Information of Licensee in Contexture’s possession; provided, however, Contexture will have no obligation to return or destroy Licensee Data and may retain at least one (1) copy (or more if needed) of Confidential Information of Licensee to demonstrate compliance with this Agreement or as required for legal and audit purposes, so long as such retained copy is not used or disclosed contrary to the terms of this Agreement. For purposes of clarity, Licensee understands that Licensee Data may be integrated into the HIE and systems of HIE participants, and it is not feasible for Contexture to return or destroy Licensee Data that has been integrated. Licensee further acknowledges and understands that Contexture has no authority over Unite Us’ return or destruction of Confidential Information or Licensee Data. Survival. The Parties’ respective obligations which by their nature would continue beyond the termination or expiration of this Agreement will survive. This includes, by way of example but not limited to: Section 2.3 (Acknowledgments); Section 3.3 (Consent Requirement); Section 4.0 (Data Ownership, Privacy and Security); Section 5.0 (Confidential Information); Section 6.0 (Intellectual Property Rights); Section 8.4 (Effect of Termination); Section 9.2 (No Warranties); Section 10.0 (Limitations of Liability; Indemnification; Insurance); and Section 11.0 (General Provisions). REPRESENTATIONS AND WARRANTIES; DISCLAIMERS 9.1 Mutual Representations, Warranties and Obligations. Each Party represents and warrants to the other Party that: (a) it has full authority to enter into this Agreement and, if applicable, each Attachment that it executes; (b) it has no contractual obligation that will interfere with its ability to perform its obligations under this Agreement; (c) it complies, and will comply, with all Applicable Law while fulfilling its obligations under this Agreement, including without limitation maintaining (as applicable) licenses and certifications required by Applicable Law; and (d) it is not an entity currently excluded, debarred or otherwise ineligible to participate in federal health care programs as defined in 42 U.S.C. § 1320a-7b(f) (the “Federal Health Care Programs”) or federal contracting. Each Party agrees to immediately notify the other Party of any change to its eligibility to participate in Federal Health Care Programs, and the other Party has the right to immediately terminate this Agreement in the event of such exclusion, debarment or ineligibility. 9.2 NO WARRANTIES. THE SERVICES ARE PROVIDED BY CONTEXTURE ON “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CONTEXTURE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. CONTEXTURE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, DATA ACCURACY, SYSTEM INTEGRATION OR INTEROPERABILITY, NONINTERFERENCE, QUALITY, VALUE, OPERABILITY OR CONDITION, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, CONTEXTURE MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES WILL: (A) MEET LICENSEE’S OR ANY OTHER PERSON OR ENTITY’S REQUIREMENTS; (B) BE AVAILABLE AT ALL TIMES OR BE UNINTERRUPTED, ERROR-FREE OR FREE FROM HARMFUL CODE; (C) BE SECURE, RELIABLE, TIMELY, Page 12 of 22 ©2022 Contexture. All rights reserved. ACCURATE OR COMPLETE; OR (D) THAT ANY ERRORS IN THE SERVICES CAN OR WILL BE CORRECTED. Nothing herein shall be construed as modifying or affecting any warranties that may be provided directly by Unite Us. 9.3 No Professional Services. Contexture does not operate or provide medical, behavioral or emergency health services, legal services or any other professional services. The Services do not make clinical, medical, legal or other professional decisions. The Services are not a substitute for professional judgment. Licensee is solely responsible for its use of Licensee Data or other information obtained from the Services. This includes but is not limited to the interpretation and application of the Licensee Data and other information obtained from the Services and any conclusions, actions or omissions based on the use of the Services. 9.4 Unavailability of the Services. Licensee understands and agrees that, during suspension or interruption of the availability of the Services for any reason, Licensee may not be able to obtain, access or use the Services and Licensee shall conduct its operations without such access to and/or use of the Services. LIMITATIONS OF LIABILITY; INDEMNIFICATION; INSURANCE 10.1 Indemnification. Each Party (as "indemnitor") agrees to indemnify, defend, and hold harmless the other Party (as "indemnitee") from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively referred to as "claims") arising out of the negligent performance of this Agreement , but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee are caused by the act, omission, negligence, misconduct, or other fault of the indemnitor, its officers, officials, agents, employees, or volunteers. 10.2 Non-Joint Venture This Agreement is not intended to constitute, create, give rise to, or otherwise recognize a joint venture agreement, partnership or other formal business association or organization of any kind, and the right and obligations of the Parties shall be only those expressly set forth in this Agreement. 10.3 Limitations of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY OF THE FOLLOWING: LOSS OF PROFITS; LOSS OF DATA, INCLUDING WITHOUT LIMITATION LICENSEE DATA; ANY INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO PENALTIES; OR ANY COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES AND/OR ANY TECHNOLOGY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS. 10.4 Release of Liability Page 13 of 22 ©2022 Contexture. All rights reserved. For purposes of clarity, Licensee releases Contexture from any claims arising out of or related to: (a) any inaccuracy or incompleteness of Licensee Data or information accessible through the Unite Us Network or a Contexture HIE; (b) clinical, medical, professional or other decisions related to the treatment, care or provision of other services to an individual, including those arising out of the unavailability of Licensee Data through the Unite Us Network or Contexture HIE; and (c) Licensee’s direction to Contexture to transmit or otherwise disclose Licensee Data to a third party. 10.5 Insurance Coverage. Each Party will obtain and maintain insurance, including cyber liability coverage, in sufficient limits to covers its obligation in this Agreement. Such coverage may be in the form of a self-insurance program. Each Party agrees to give the other Party a certificate of insurance indicating the required coverage upon the other Party’s request. Licensee is self-insured and will provide certificate of insurance upon request. 10.6 Severability If Applicable Law does not allow for any disclaimer, limitation of liability, release, or waiver (or any portion thereof) as set forth in this Section 10, the disclaimer, limitation of liability, release, or waiver will be deemed modified solely to the extent necessary to comply with Applicable Law. GENERAL PROVISIONS 11.1 Publicity. Neither Party will use the tradename, trademark, approved logo or other marks of the other Party (collectively, “Marks”) without the prior written consent of the other Party, except as follows: (a) to identify Licensee as participating in CommunityCares; (b) as required by Applicable Law; (c) use in connection with any financing transaction, sale or due diligence inquiry or legal/accounting or regulatory requirement; or (d) as expressly permitted in this Agreement, including without limitation any Attachments. Neither Party shall unreasonably withhold consent in the event the other Party requests consent to use the other Party’s Marks. 11.2 Assignment; Subcontractors. Neither Contexture nor Licensee may assign its rights or obligations under this Agreement without the advance written consent of the other Party, except for assignment to a parent, subsidiary or affiliate wholly owned by the Party, or upon a change of control or ownership of the Party. This Agreement and all of its provisions will inure to the benefit of and become binding upon the Parties and the successors and permitted assigns of the respective Parties. Notwithstanding the foregoing, nothing in this Section shall prevent Contexture from subcontracting one or more of its obligations under this Agreement without Licensee’s advance written consent. Contexture will remain responsible for such subcontractors’ performance to the same extent as if such obligations, services and functions were performed by Contexture. 11.3 Notices. Page 14 of 22 ©2022 Contexture. All rights reserved. All notices, requests, demands, and other communications required under this Agreement must be in writing and made by: (a) personal delivery, courier service such as Federal Express, or mail through the United States Postal Service (“USPS”), to the Party’s address specified in this Agreement or to another address that a Party has given notice as being that Party’s address for purposes of this Section; or (b) to the Party’s electronic mail (“email”) address if listed on the signature page or to another email address that a Party has given notice as being that Party’s email address for purposes of this Section. A notice given under this Agreement will be effective on, whichever of the following occurs first: (i) The date of the other Party’s receipt of it; (ii) On the day specified for delivery when deposited with a courier service; or (iii) If mailed by USPS, the third business day after mailing it. Nothing in this Section will prevent the Parties from communicating via email, telephone, facsimile, or other forms of communication for the routine administration of the Agreement. 11.4 Dispute Resolution. The Parties agree that if there is a dispute between the Parties arising as a result of this Agreement (“Dispute”), each Party will designate an individual with settlement authority to meet and confer in good faith in an attempt to resolve any Dispute. If the Dispute is not resolved within forty-five (45) calendar days after the Parties first meet and confer and the Parties wish to pursue the Dispute, the Parties may agree to refer the Dispute to informal and nonbinding mediation before a mutually acceptable independent mediator before taking formal legal action. The Parties will split equally the costs of such mediation; provided, however, that each Party will pay its own fees and costs incurred in connection with preparation for and participation in the mediation. Information shared during dispute resolution attempts cannot be introduced as evidence in subsequent related proceedings. Nothing in this provision shall prevent Contexture from seeking equitable relief before commencing or during the foregoing informal dispute resolution processes. 11.5 Governing Laws. This Agreement is governed by and interpreted in accordance with Arizona laws, without regard to its conflict of law provisions. The Parties agree that jurisdiction over any action arising out of or relating to this Agreement shall be brought or filed in Maricopa County, Arizona. 11.6 Forced Labor of Ethnic Uyghurs. To the extent applicable under A.R.S. § 35-394, the parties warrant and certify that they do not currently, and agree that they will not use for the duration of this Agreement the forced labor, any goods or services produced by the forced labor, or any contractors, subcontractors, or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. If the parties becomes aware that they are not in compliance with this paragraph, they shall notify the other party of the noncompliance within five business days of becoming aware of it. If the parties fail to provide a written certification that they have remedied the noncompliance within 180 days after that, this Agreement shall terminate unless the termination date of this Agreement occurs before the end of the remedy, in which case this Agreement terminates on its termination date. 11.7 Provisions Required by Law. Page 15 of 22 ©2022 Contexture. All rights reserved. Each and every provision of law and any clause required by law to be in this Agreement will be read and enforced as though it were included herein and, if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of either party, this Agreement will promptly be physically amended to make such insertion or correction. 11.8 Entire Agreement; Modifications. This Agreement constitutes the complete agreement of the Parties relating to the matters specified in this Agreement and supersedes all earlier representations or agreements with respect to the subject matter of this Agreement, whether oral or written with respect to such matters. This Agreement may be amended at any time by mutual agreement of the Parties without additional consideration; provided that, before any amendment shall become effective, it shall be reduced to writing and signed by each of the Parties. No oral modification or waiver of any of the provisions of this Agreement is binding on either Party. 11.9 Interpretation. The descriptive headings of the sections of this Agreement are inserted for convenience only and do not control or affect the meaning or construction of any section. When the words “will,” “shall” or “must” are used in this Agreement it imposes a mandatory obligation or requirement. Phrases such as “Party A will take Action X” or “Party A shall do Action X” both mean that Party A is required to take Action X. Likewise, phrases such as “Party B must not take Action Y” mean that Party B is prohibited from taking Action Y. This Agreement has been negotiated by the Parties and their respective counsel. This Agreement shall be interpreted fairly in accordance with its terms and without any construction in favor of or against either Party. 11.10 Waiver. No waiver of or failure by either Party to enforce any of the provisions, terms, conditions, or obligations herein shall be construed as a waiver of any subsequent breach of such provision, term, condition, or obligation, or of any other provision, term, condition, or obligation hereunder, whether the same or different in nature, unless agreed by the Parties in a signed writing. 11.11 Independent Contractors. Contexture is an independent contractor and engages in the operation of its own business. Neither Party is or will be deemed the agent of the other Party for any purpose, including entering into contracts, assuming obligations or making any warranties or representations on behalf of the other Party. Nothing in this Agreement will be construed to establish a relationship of co-partner or joint venture between the Parties. 11.12 No Third-Party Beneficiaries. There are no third-party beneficiaries of this Agreement (or any other portion thereof). 11.13 Severability. Page 16 of 22 ©2022 Contexture. All rights reserved. Any provision of this Agreement that is determined to be invalid or unenforceable will be ineffective to the extent of such determination without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such remaining provisions. 11.14 Force Majeure. Contexture is not liable for any failure to perform its obligations under this Agreement, where such failure results from any act of God, fire, flood, similar event, or other cause beyond Contexture’s reasonable control. 11.15 Counterparts; Electronic Signature. This Agreement may be executed in any number of counterparts, each of which is deemed an original but all of which constitute the same instrument. This Agreement may be executed by the exchange of certified electronic signatures, or copies delivered by electronic mail in Adobe Portable Document Format or similar format, and any signature transmitted by such means for the purpose of executing this Agreement is deemed an original signature for purposes of this Agreement. [Remainder intentionally left blank. Signature page to follow.] Page 17 of 22 ©2022 Contexture. All rights reserved. Licensee and Contexture have caused their duly authorized representatives to execute this Agreement as of the Effective Date. The individuals whose signatures appear below each represent and warrant that they have full authority to execute this Agreement on behalf of their respective Party. LICENSEE: MARICOPA COUNTY, APPROVED BY: CONTEXTURE | HEALTH CURRENT Printed Name: Clint Hickman________________ Printed Name: ___________________________ Signature: Signature: Title: Chairman, Board of Supervisors_________ Title: __________________________________ Date: Date: Attested to: Juanita Garza__________________ Attested to:______________________________ Signature:_______________________________ Signature: _______________________________ Title: Clerk of the Board____________________ Title: ___________________________________ Date: __________________________________ Date:___________________________________ Approved as to form:_____________________ Approved as to form:_____________________ Signature:______________________________ Signature:______________________________ Title: Deputy county Attorney______________ Title: __________________________________ Date:__________________________________ Date:__________________________________ Information for Notices under this Agreement: Printed Name: Jared Beard________________ Chief Legal Officer Title: Assistant Director, Workforce Development Maricopa County Human Services Department Contexture Legal Department Address: 234 N Central Avenue ______________ Phoenix, AZ 85004________________________ (602) 372 – 2733; (602) 280-7487____________ 2901 N. Central Ave., Suite 1100 Phoenix, AZ 85012 Email: Legal@contexture.org Email: jared.beard@maricopa.gov____________ Copy to: azsdoh@contexture.org Page 18 of 22 ©2022 Contexture. All rights reserved. EXHIBIT A: HIPAA BUSINESS ASSOCIATE ADDENDUM This Exhibit A: HIPAA Business Associate Addendum (“BAA”) is an Attachment that is incorporated by reference into the CommunityCares Access Agreement (the “Agreement”) by and between Contexture and Licensee. This BAA is applicable if and only if Licensee has given Contexture prior written notice that Licensee is a HIPAA Covered Entity or Business Associate and will be accessing and using the Services in its capacity as a HIPAA Covered Entity or Business Associate. If applicable to the Parties’ relationship under the Agreement, Contexture and Licensee agree to the terms and conditions of this BAA in order to comply with the rules on handling of PHI (defined below) under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, which include the standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. Part 160 and Part 164, Subpart E (“Privacy Rule”), the Security Standards for the Protection of Electronic Protected Health Information, 45 C.F.R. Part 160 and Part 164, Subpart C (“Security Rule”), and the standards for Notification in the Case of Breach of Unsecured Protected Health Information, 45 C.F.R. Part 164, Subpart D (“Breach Notification Rule”), all as amended from time to time (collectively, “HIPAA”). 1.0 DEFINITIONS This BAA is subject to the terms and conditions of the Agreement. Unless otherwise provided in this BAA, all capitalized terms in this BAA shall have the meaning as provided in the Agreement or under HIPAA. Protected Health Information or PHI means PHI (as defined by HIPAA) that is provided to Contexture pursuant to Section 4.1 of the Agreement, or that is otherwise created, maintained or transmitted on behalf of Licensee for Licensee’s HIPAA covered functions in connection with the Services. Unsuccessful Security Incidents mean any (a) unsuccessful attempts to penetrate computer networks or servers maintained by Contexture or its Subcontractors, and (b) pings and other broadcast attacks or reconnaissance scans on Contexture’s or its Subcontractors’ firewall, port scans, unsuccessful log-on attempts, denial of service attacks, and any combination of the above, so long as no such incident results in any Breach of Electronic PHI or unauthorized access, use or disclosure of Electronic PHI. 2.0 USES AND DISCLOSURES OF PHI 2.1 General Requirements. Contexture may use or disclose PHI in connection with Contexture’s performance of the Services as set forth in the Agreement, or as otherwise permitted under the terms of the Agreement, this BAA, or as otherwise requested or authorized by Licensee, or as required or permitted by Applicable Law. Contexture will not further use or disclose PHI. 2.2 Subcontractors. Page 19 of 22 ©2022 Contexture. All rights reserved. Contexture agrees that if its Subcontractor creates, receives, maintains or transmits PHI on behalf of Contexture, Contexture will ensure that each such Subcontractor agrees to substantially the same conditions and restrictions on the use and disclosure of PHI as contained in this BAA, and may also include substantially the same permissions on the use and disclosure of PHI. 2.3 Contexture Management, Administration and Legal Responsibilities. Contexture may use and disclose PHI to carry out Contexture’s legal responsibilities or for its proper management and administration, including without limitation operation of its identity resolution management solution, audit functions, legal defense and liability, record keeping, and similar obligations. Contexture may disclose PHI to a third party for such purposes if: (a) the disclosure is Required by Law; or (b) Contexture secures written assurance from the receiving party that the receiving party will: (i) hold the PHI confidentially; (ii) use or disclose the PHI only as Required by Law or for the purposes for which it was disclosed to the recipient; and (iii) notify Contexture of any breaches in the confidentiality of the PHI. 2.4 Data Aggregation and De-Identification Services. Contexture may use PHI to perform Data Aggregation services as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B) or otherwise de-identify PHI according to the requirements of 45 C.F.R. §164.514(b). Contexture may use such aggregated or de-identified PHI for the Arizona HIE Permitted Uses and as otherwise permitted by the Agreement. 2.5 Delegation of Responsibilities. To the extent Contexture is to carry out Licensee’s obligations under the Privacy Rule, Contexture will comply with the Privacy Rule requirements applicable to Licensee in the performance of those obligations. 2.6 Minimum Necessary Standard. If applicable, Contexture shall only request, use or disclose the minimum amount of PHI necessary in accordance with 45 C.F.R. § 164.502(b). 3.0 SAFEGUARDS Contexture will implement and maintain appropriate safeguards to help prevent any use or disclosure of PHI for purposes other than those permitted by this BAA. Contexture also will implement administrative, physical and technical safeguards to protect the confidentiality, integrity, and availability of any electronic PHI that Contexture creates, receives, maintains, and transmits on behalf of Licensee. Contexture will comply with the applicable requirements of the Security Rule. 4.0 UNAUTHORIZED USES OR DISCLOSURES, SECURITY INCIDENTS AND BREACHES 4.1 Reporting a Use or Disclosure Not Permitted by This Agreement. Page 20 of 22 ©2022 Contexture. All rights reserved. Contexture will report in writing to Licensee any use or disclosure of PHI for purposes other than those permitted by this BAA within five (5) business days of Contexture’s learning of such use or disclosure. 4.2 Reporting Security Incidents. Contexture will report to a Licensee any Security Incident of which Contexture becomes aware within five (5) business days of Contexture’s learning of such event. This Section constitutes notice by Contexture to Licensee of the ongoing occurrence of attempted Unsuccessful Security Incidents for which no additional notice to Licensee shall be required. 4.3 Reporting Breaches of Unsecured PHI. If Contexture discovers a Breach of Unsecured PHI that Contexture accesses, maintains, retains, modifies, records, stores, destroys, or otherwise holds, uses or discloses, Contexture will report such Breach as required by the Breach Notification Rule. 5.0 INDIVIDUAL RIGHTS 5.1 No Designated Record Set. Notwithstanding anything to the contrary in this Section 5.0 of the BAA, Contexture does not maintain any Designated Record Set(s) for Licensee that is not duplicative of a Designated Record Set maintained by Licensee. 5.2 Access to PHI. To the extent Contexture maintains PHI in a Designated Record Set(s), Contexture will make available PHI in accordance with 45 C.F.R. § 164.524. To the extent applicable, Contexture may also make PHI available to an Individual in connection with an Arizona HIE Permitted Use. 5.3 Amendment of PHI. To the extent Contexture maintains PHI in a Designated Record Set(s), Contexture will make available PHI for amendment and incorporate any amendments to PHI in accordance with 45 C.F.R. § 164.526. 5.4 Accounting of PHI. To the extent Contexture maintains PHI in a Designated Record Set(s), Contexture will make available the information required to provide an accounting of disclosures in accordance with 45 C.F.R. § 164.528. To the extent applicable, Contexture may also provide directly to an Individual, a list of the persons who have accessed the Individual's PHI through the HIE in accordance with A.R.S. § 36-3802. 6.0 ACCESS TO BOOKS AND RECORDS Contexture will make its internal practices, books and records on the use and disclosure of PHI available to the Secretary of the Department of Health and Human Services to the extent required for Page 21 of 22 ©2022 Contexture. All rights reserved. determining Licensee’s compliance with the Privacy Rule. Notwithstanding this provision, no attorney- client, accountant-client or other legal privilege will be deemed waived by Contexture or Licensee as a result of this Section. 7.0 TERMINATION Licensee may terminate this BAA and affected portions of the Agreement upon written notice to Contexture if Contexture breaches a material term of this BAA and Contexture fails to cure the breach within thirty (30) calendar days of the date of notice of the breach. Further, Licensee shall have all termination rights as required and set forth at 45 C.F.R. §§ 164.504(e)(1) and 164.314(a)(1). 8.0 RETURN OR DESTRUCTION OF PHI Upon termination of the Agreement, if feasible, Contexture will return or destroy all PHI received from, or created or received by Contexture on behalf of, the Licensee that Contexture still maintains in any form and retain no copies of such information; provided, however, Contexture shall have no obligation to return PHI in a form or format that Contexture does not support and Licensee shall pay Contexture a reasonable cost-based fee associated with any return of PHI or as otherwise provided for in the Agreement. Contexture may in its sole discretion choose to destroy PHI in lieu of return. Notwithstanding the foregoing, Licensee understands and agrees that it is not feasible for Contexture to return or destroy any information used or disclosed in connection with the following: (a) Contexture’s legal responsibilities or for its proper management and administration; and (b) Licensee Data provided to Contexture under the Data License because such PHI is integrated into the HIE and the records of HIE participants. If Contexture does not return or destroy PHI upon termination, Contexture will continue to follow the provisions of this BAA and will limit its use or disclosure of PHI to those purposes that make the return or destruction of PHI infeasible. 9.0 OBLIGATIONS OF LICENSEE 9.1 No Violations; No Information Blocking. Licensee shall fully comply with all of its obligation under HIPAA and other Applicable Law, and shall not request Contexture to use or disclose PHI in any manner that would not be permissible under HIPAA or other Applicable Law if done by Licensee; provided, however, that this provision shall not be interpreted to restrict Contexture from using PHI for Data Aggregation or de-identification, or for Contexture’s own management and administration or legal responsibilities, as permitted by this BAA. Licensee shall provide Contexture only with the minimum amount of PHI necessary to accomplish the purpose of the request, use or disclosure. Licensee shall not engage in practices that are likely to interfere with the access, exchange or use of electronic health information, except as required by law or covered by an exception set forth in 45 C.F.R. Part 171. 9.2 No Voluntary Restrictions. Licensee must not permit voluntary limitations or restrictions on its ability to use or disclose PHI (including without limitation in its HIPAA Notice of Privacy Policy) to the extent that such a limitation or Page 22 of 22 ©2022 Contexture. All rights reserved. restriction would affect Contexture’s permitted uses or disclosure of PHI under this BAA. To the extent Licensee is required by Applicable Law to grant such a restriction, Licensee shall notify Contexture of any legally required restriction immediately. Licensee shall also immediately notify Contexture if such a legally required restriction is terminated. 9.3 Notifications In the event that Licensee amends any PHI in its possession, a copy of which is also maintained by Contexture, Licensee must promptly notify Contexture in writing of such amendment. Licensee shall further notify Contexture in writing of any changes in, or revocation of, any permission, authorization or consent by an individual to use or disclose PHI, to the extent that such changes may affect Contexture’s use or disclosure of PHI.