1.   AND
      2. CUSTOMER SERVICE AGREEMENT
      3. (4) 5. Compensation.
      4. (5) 6. Termination.
      5. (7) 8. Confidential Information.
      6. (8) 9. Confidentiality of Individually Identifiable Health Information.
      7. 12. General Provisions.
      8. APPENDIX 1
      9. A. Comprehensive Health Risk Appraisal (HRA) Survey
      10. B. Personal Wellness ProfileTM
      11. C. Healthy Living GuidelinesTM Streaming Video
      12. D. Membership Welcome Packet (All Participants)
      13. E. Welcome to Health Coaching Packet (500 participants)
      14. F. F. Lifestyle and Health Risk Management Program
      15. G. G. Implementation & Reporting
      16. APPENDIX 2
      17. APPENDIX 3
      18. APPENDIX 4
      19. APPENDIX 5


       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      alt

      Customer Service Agreement

      WELLSOURCE HEALTH SOLUTIONS, LLC



      AND


      EVERETT SCHOOL EMPLOYEE BENEFIT TRUST

       



      Table of Contents
      CUSTOMER SERVICE AGREEMENT 3
      APPENDIX 1 9
      HRA & Health Coaching Package 9
      APPENDIX2 11
      Eligibility Data Set (EDS) Requirements 11
      APPENDIX 3 12
      Payment Methodology 12
      APPENDIX 4 13
      Enrolled Members 13
      alt





      CUSTOMER SERVICE AGREEMENT

      This CUSTOMER SERVICE AGREEMENT (this “Agreement”) is entered into and made by and between WELLSOURCE HEALTH SOLUTIONS, LLC, a Wisconsin limited liability company (“WSHS”), and EVERETT SCHOOL TRUST EMPLOYEE BENEFIT TRUST, a WASHINGTON STATE corporation (“EVERETT SCHOOL”) voluntary employees’ beneficiary association (VEBA) trust (“TRUST”) located in the state of Washington, effective as of the 1ST day of January, 2009 (the “Effective Date”).

      WHEREAS, WSHS provides health management services and products; and

      WHEREAS, EVERETT SCHOOL TRUST wishes to contract with WSHS to perform and provide certain services and products for EVERETT SCHOOL TRUST and WSHS is willing to provide such services and products to EVERETT SCHOOL TRUST as described herein.

      NOW THEREFORE, in consideration of the representations, warranties and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

      0. Services. WSHS agrees to provide the health management products and services as more particularly described on Appendix 1 attached hereto and incorporated herein, WSHS, in its sole and absolute discretion may upgrade, or otherwise modify without material detriment to TRUST, its products and services without prior notice to EVERETT SCHOOL TRUST . WSHS agrees to notify EVERETT SCHOOL TRUST of any such upgrade or modification to such products and services.
      1. Information. EVERETT SCHOOL TRUST acknowledges that a key element in the ability of WSHS to deliver high quality products and services to EVERETT SCHOOL TRUST ’s eligible members is EVERETT SCHOOL TRUST ’s continuing cooperation with WSHS. In this regard, EVERETT SCHOOL TRUST agrees to designate one individual (a “Project Manager”) who shall be charged with the responsibility of coordinating the services of WSHS on a day-to-day basis and EVERETT SCHOOL TRUST ’s responsibilities herein designated.
      (a) Initial Information. Upon execution of this Agreement or as soon as reasonably


      practicable thereafter, EVERETT SCHOOL TRUST agrees to make available to WSHS a computer database (the “Eligibility File”) including each of EVERETT SCHOOL TRUST ’s eligible member’s home and business addresses, home and business telephone numbers and unique employee identification number in accordance with the specifications set forth in Appendix 2 attached hereto and incorporated herein.
      2. Delivery. WSHS shall distribute its materials by regular U.S. mail; provided however, when regular U.S. mail is unsuccessful or undesirable, EVERETT SCHOOL TRUST agrees to assist WSHS in distributing its materials in an alternative manner.
      3.
       
      Term.The initial term of this Agreement shall begin on the Effective Date and shall continue until the third anniversary of the Effective Date unless terminated earlier as provided in Paragraph 6, below. Thereafter, this Agreement shall automatically renew on a year to year basis unless terminated by either party by providing written notice to the other party not less than sixty (60) days prior to the end of the then current term.



      (4) 5. Compensation.
      (a) Payment. EVERETT SCHOOL TRUST shall pay to WSHS for the products and services delivered to eligible members an amount equal to WSHS’ current pricing in effect at the time of the sale as well as the methodology as more particularly described in Appendix 3 attached hereto and incorporated herein. Quoted price prices in Appendix 3 will remain fixed for three years.
      (b) Late Payments. Late charges shall accrue on any amounts delinquent more than thirty (30) days at the rate of one-half percent (1.5%) per month, or the maximum rate of interest permitted by law, whichever is less, and shall be payable upon demand by WSHS.



      (5) 6. Termination.
      (a) Breach. Subject to subparagraph (b) below, either party may terminate this Agreement upon sixty (60) days prior notice in the event the other party materially breaches any term or provision of this Agreement, provided that the non-breaching party shall provide the breaching party notice of such breach and provide the breaching party thirty (30) days to cure such breach.
      (b) Nonpayment. Notwithstanding subparagraph (a) above, WSHS may terminate this Agreement upon thirty (30) days written demand for any delinquent amount due hereunder if same is not paid by EVERETT SCHOOL TRUST within the 30-day period.
      (6) 7. Post-Termination Obligations. Upon termination of this Agreement , EVERETTSCHOOL agrees to :
      (a) The TRUST will pay WSHS all sums properly owing for services rendered prior to the effective date of termination notwithstanding any claims or defenses assert by EVERETT SCHOOL ;
      (b) Each party will promptly return all proprietary and Confidential Information to WSHS of the other party to the other party ;
      (c) Each party will comply with the obligations of Paragraph 8 below for a period of two (2) years after the termination of this Agreement, provided that nothing on this Agreement shall limit the time periods applicable to trade secrets as defined and as protected under Wisconsin or Washington law . ;
      (d) Each party will continue to comply with the terms of the Business Associate Agreement attached as Appendix 5 to this Agreement.



      (7) 8. Confidential Information.
      (a) Definition. “Confidential Information” shall for purposes of this Agreement include, without limitation, all information in any form which relates to the business, expertise and/or operations of the other party and/or its respective Affiliates, including, without limitation, information in any form generally understood to be trade secret, proprietary or confidential and/or that is related to products and services, commercial and financial information, system functionality charts and descriptions, program code logic, trade secret information, and information about health care providers, customers and/or business partners.
      (b) (b)Restrictions on Use and Disclosure. Neither party to this Agreement nor any Affiliate of such party shall use such Confidential Information of the other party to this
      (c) Restrictions on Use and Disclosure. Neither party to this Agreement nor any Affiliate of such party shall use such Confidential Information of the other party to this Agreement except in furtherance of the purposes set forth in this Agreement. Neither EVERETT SCHOOL TRUST nor any Affiliate of EVERETT SCHOOL TRUST shall have rights of ownership or otherwise in any Confidential Information disclosed by WSHS hereunder and all such rights are expressly reserved to WSHS and/or the rightful owner thereof. . Neither WSHS nor any Affiliate of WSHS shall have rights of ownership or otherwise in any Confidential Information disclosed by TRUST hereunder and all such rights are expressly reserved to TRUST and/or the rightful owner thereof. The term “Affiliate” for purposes of this Agreement shall mean (i) nonprofit, or for-profit corporations of which a party owns or controls Fifty percent (50%) or more of the membership or shares of voting stock and as to which such Party party has the right to elect a majority of the members of the corporation’s board of directors or trustees; and (ii) nonprofit, or for- profit corporations and other entities, including, without limitation, partnerships, business trusts, limited liability companies controlled by, controlling or under common control with a party, including, without limitation, by means of a management agreement. Each party will otherwise protect the confidentiality of the other party’s Confidential Information in at least the same manner it protects the confidentiality of its own proprietary and Confidential Information of like kind. The restrictions upon disclosure, use, and reproduction of Confidential Information do not apply to information that (a) was in the other party’s possession prior to receiving it from EVERETT SCHOOL  a party to this Agreement and not subject to any restrictions regarding use or disclosure; (b) is or later becomes generally available to the public through no fault of the other party; (c) the receiving party develops internally without reference to information received pursuant to this Agreement; or (d) the other party receives from a third party without restriction against disclosure, use, or reproduction.



      (8) 9. Confidentiality of Individually Identifiable Health Information.
      (a) Definition. For purposes of this Agreement “Individually Identifiable Health Information” has the same meaning as set forth in 42 U.S.C. §1320d. which is any information, including demographic information, collected from an individual that has been received or created by EVERETT SCHOOL and relates to the past, present or future physical or mental health or condition of an individual, the provision of health care to an individual, or the past, present or future payment for the provision of health care to an individual and identifies the individual or with respect to which there is a reasonable basis to believe that the information can be used to identify the individual.
      (a) (b) Restrictions on Use and Disclosure. WSHS hereby warrants to EVERETT SCHOOL TRUST that WSHS will appropriately safeguard all information on or about employees and their family members made available to or obtained by WSHS. Furthermore, WSHS shall not use such Individually Identifiably Health Information except in furtherance of the purposes set forth in this Agreement, unless otherwise agreed. In implementation of such assurance and without limiting the obligations of WSHS otherwise set forth in this Agreement or imposed by applicable law, WSHS hereby agrees to comply with applicable requirements of state and federal law relating to Individually Identifiable Health Information and with respect to any task or other activity WSHS performs on behalf of EVERETT SCHOOL, to the extent EVERETT SCHOOL would be required to comply with such requirements. In amplification and not in limitation of the provisions of this Agreement including this Paragraph of this Agreement, WSHS agrees that it will: agrees to comply with the Business Associate Agreement attached hereto as Appendix 5.
      (i) Not use or further disclose such information other than as permitted or required by this Agreement;
      (ii) Not use or further disclose the information in a manner that would violate the requirements of applicable law, if done by EVERETT SCHOOL;

       

      (iii) Use appropriate safeguards to prevent use or disclosure of such information other than as provided for by this Agreement;
      (iv) Report to EVERETT SCHOOL any use or disclosure of such information not provided for by this Agreement of which WSHS becomes aware;
      (v) Ensure that any subcontractors or agents to whom WSHS provides Individually Identifiable Health Information received from EVERETT SCHOOL agree to the same restrictions and conditions that apply to WSHS with respect to such information;
      (vi) Make available Individually Identifiable Health Information in accordance applicable law; and
      (vii) Make their internal practices, books, and records relating to the use and disclosure of Individually Identifiable Health Information received from EVERETT SCHOOL available to the Secretary of the United States Health & Human Services and state regulatory authorities for purposes of determining EVERETT SCHOOL’s compliance with applicable law (in all events, WSHS shall immediately notify EVERETT SCHOOL upon receipt of any such request, and shall provide EVERETT SCHOOL with copies of any such materials).
      9. Non-solicitation of Employees. EVERETT SCHOOL TRUST represents and covenants that during the term of this agreement and for a period of one (1) year thereafter, EVERETT SCHOOL TRUST shall not without the express written consent of WSHS (which consent may be withheld for any reason), directly or indirectly solicit, take away, hire, employ or endeavor to employ any employee of WSHS , whether as an employee , independent contractor or consultant, without permission of WSHS. In the event that permission is granted, EVERETT SCHOOL TRUST shall pay WSHS liquidated damages, an amount equal to the annual cost associated with the employment of that individual, including benefits.
      10. Services Not Provided. EVERETT SCHOOL TRUST shall remain responsible for all insurance and licensed insurance broker plan services including but not limited to third party claim administration trust and billing, benefit administration, re-insurance services, and the like.
      11. Indemnification. EVERETT SCHOOL TRUST shall indemnify, defend and hold WSHS from and against any and all claims, liabilities, losses, expenses, fines and penalties including, but not limited to, reasonable attorneys’ fees and costs actually incurred, arising by reason of a breach of this Agreement or the acts or omissions of the EVERETT SCHOOL TRUST , its agents , its contractors (except WSHS) , or its employees, whether presently known or unknown, determined or determinable, due or not yet due, which arise or relate to EVERETT SCHOOL TRUST’s obligations under this Agreement. WSHS shall indemnify, defend and hold TRUST from and against any and all claims, liabilities, losses, expenses, fines and penalties including, but not limited to, reasonable attorneys’ fees and costs actually incurred, arising by reason of a breach of this Agreement or the acts or omissions of WSHS, its agents, its contractors (except TRUST) or its employees, whether presently known or unknown, determined or determinable, due or not yet due, which arise or relate to WSHS ’s obligations under this Agreement.



      12.  General Provisions.

      (a) (a) Acceptance by WSHS; Entire Agreement. This Agreement shall not be effective untilaccepted in writing by an authorized representative of WSHS. This Agreement, together with Appendices, constitutes the entire agreement and understanding between WSHS and EVERETT SCHOOL TRUST concerning the subject matter hereof, and supersedes all prior written and oral understandings, agreements, proposals, promises and representations of the parties regarding all subject matter contained herein. No representation or promise hereafter made by a party, nor any modification or amendment of this Agreement, shall be binding upon either party unless in writing and signed by EVERETT SCHOOL and accepted by an authorized agent of representatives of both the TRUST and WSHS.
      (b) Amendments. This Agreement may not be modified or amended except by an instrument in writing signed by duly authorized representatives of the parties hereto.
      (c) Severability. In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms.
      (d) Assignment; Change in Ownership. This agreement shall not be assignable by EVERETT SCHOOL TRUST and EVERETT SCHOOL TRUST may not delegate any of its duties hereunder to another entity not under control or controlled by EVERETT SCHOOL TRUST without the express written consent of WSHS. If there shall be a material change in ownership of EVERETT SCHOOL, EVERETT SCHOOL TRUST, TRUST shall, within fifteen (15) days of such change, notify WSHS in writing. WSHS shall have the right in its sole discretion to terminate this Agreement in the event of such change in ownership by providing EVERETT SCHOOL TRUST with thirty (30) days’ written notice. WSHS reserves the right to subcontract with any third party for the services and products described herein and EVERETT SCHOOL TRUST hereby consents and agrees to such arrangements, and to assign this Agreement , provided that WSHS discloses, upon request by TRUST, the identity of all subcontractors and assignees and the work provided by them .
      (e) Governing Law. This Agreement shall be construed and enforced in accordance with the internal laws of the State of Wisconsin without reference to conflicts of laws principles.
      (f) Non-Waiver. The failure of WSHS to exercise any right or option under this Agreement shall not constitute a waiver of its rights. A waiver by either party of the breach of any provision of this Agreement shall not be deemed a waiver of any subsequent breach thereof.
      (g) Force Majeure. WSHS shall not be responsible for any delay or other failure to perform due to unforeseen circumstances or to causes beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, or inability to obtain necessary utilities, labor, equipment or materials through usual and regular resources at usual and regular prices.
      (h) Cost of Collection. EVERETT SCHOOL TRUST agrees to pay and/or reimburse WSHS for all costs of collection (including attorneys’ fees and expenses) incurred by WSHS in the enforcement of the provisions of this Agreement.
      (i) Notice. All notices or other communications hereunder shall not be binding on either party hereto unless in writing and delivered to the other party hereto at the address set forth below. Notices shall be deemed duly delivered upon hand delivery, receipt of facsimile transmission thereof, or receipt of express or overnight delivery thereof at the addresses specified below or three (3) days after deposit thereof in the United States mail, postage prepaid, certified or registered mail. Any party may change its address for notice by delivery of written notice thereof in the manner provided above.
      (j) Further Assurances. Each party shall promptly and duly execute and deliver to the other such further documents and assurance and take such actions as such party may reasonably request in order to more fully carry out the intent and purposes of this Agreement.
      (k) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, and all such counterparts together shall constitute but one and the same instrument.

      The duly authorized agents of each party hereto have executed this Agreement as of the day, month and year first written above.

        
          

       

       
      By:

      Title: Address:

      Wellsource Health Solutions, LLC
      By:

      Title: Address:

      Everett School Employee Benefit Trust
          
       
      Patrick Trotter
      		 
      Elizabeth Selders

      Chairperson

       President   
       
      2124 Kohler Memorial Drive
      		 
      3715 Oakes Ave
       
      Sheboygan, WI 53081
      		 
      Everett, WA 98201

       

      Date:            Date:          

       

      Wellsource Health Solutions, LLC    TRUST Employee Benefit Trust

       

       

      By:            By:          

         Patrick Trotter          Elizabeth Selders

       

      Title:  President        Title:  Chairperson      

       

      Address  2124 Kohler Memorial Drive    Address: 3715 Oakes Ave    

       

         Sheboygan, WI 53081       Everett, WA 98201  

       





      APPENDIX 1

      HRA & Health Coaching Package



      A.  Comprehensive Health Risk Appraisal (HRA) Survey



      o Assesses risk behaviors, chronic conditions, diseases, symptoms and medications for all major

      health conditions including a personalized stage of readiness index for each identified risk


      o Members choice of Paper or Online HRA

      o All postage and handling included



      B.  Personal Wellness ProfileTM

      o Full color personalized report

      o Report is available immediately to online HRA participants to view and print.

      o Participants completing the paper HRA will receive a hard copy of the report mailed directly to their homes

      o Web access provides personalized current report and cumulative years

      o 1-800 Member Help Line

      o All postage and handling included for members that complete the paper HRA



      C.  Healthy Living Guidelines TM Streaming Video

      o Web access provided for the streaming video which will guide participants through each result section of their Personal Wellness ProfileTM report.



      D.  Membership Welcome Packet (All Participants)

      All participants will receive a packet containing:

      o Program Welcome Letter

      o Online Web Portal access instructions

      o Paper HRA

      o Business Reply envelope (for paper HRA return)

      o One (1) Wellassured guide to healthy living



      E.  Welcome to Health Coaching Packet (500 participants)

      After completion of the HRA, all participants will receive a packet containing: o Health Coaching Welcome Letter

      o Personal Wellness ProfileTM Health Guide

      o Printed Personal Wellness Report (if participant completed the paper version of the HRA)



      F.   F.   Lifestyle and Health Risk Management Program

      • Provides professional, comprehensive health coaching for 500 of the members who complete the HRA, to review HRA results and help them set personal goals and strategies for improving health, managing disease and reducing risks through a continuum of behavior change

      o Year-round telecoaching

      o Healthy Living Guides

      o Integrated e-mail and regular mail program

      o Provide resources on local providers, company programs, and community services o 1-800 Help Desk

      o All postage and handling included



      G.   G.   Implementation & Reporting

      o One (1) Initial Consultation Meeting (telephonic or webinar)

      o One (1) Initial Implementation Meeting (telephonic or webinar)

      o One (1) Final Implementation Meeting (telephonic or webinar)

      o One (1) Executive Report (telephonic or webinar, if participation is >50)

      o Quarterly Health Coaching Reports (telephonic or webinar, is participation is >50)

      o One (1) Annual Planning Meeting (telephonic or webinar)

      Created on 1/16/2009 • Pricing Effective 01/01/08 WSHS HRA & Coaching 011609.doc

       





      APPENDIX 2

      Eligibility Data Set (EDS) Requirements

      To effectively deliver services, process data and evaluate program results accurately, participant demographic data is required. It is important that current data identifying an employee’s unique identifier code (such as the last four digits of the social security, employee id, clock or payroll number) and other necessary information must be provided to WELLSOURCE HEALTH SOLUTIONS, LLC by EVERETT SCHOOL TRUST upon program set-up using the instructions and template provided. The completed initial EDS must be received prior to the first Implementation planning meeting.

      Timeliness and accuracy in completion of the EDS file is necessary to enable WELLSOURCE HEALTH SOLUTIONS, LLC to expedite the process and to meet the implementation timeline requirements. Monthly updates of this file will be required to ensure all necessary information changes are captured. This ensures all eligible program participants receive the appropriate program materials and services.

      Upon signed contract, EVERETT SCHOOL TRUST will be provided complete Eligibility Data Set instructions

      and templates. A Client Relationship Manager will be available to assist you with questions. When providing demographic data to WELLSOURCE HEALTH SOLUTIONS, LLC, EVERETT SCHOOL TRUST shall ensure the following:

      ·   Data set is submitted via FTP (instructions provided by Client Relationship Manager) by the specified, required date

      ·   Acceptable data set formats include Excel, Access, txt, or csv

      ·   Data from consistent source

      ·   Current, accurate, reproducible data set (provided in Excel format is required)

      ·   Inclusion of all eligible employees and non employee spouses are enrolled prior to the commencement of the program

      ·   Provision of site codes for multiple company locations (if applicable and participating in program)

      ·   File is compressed and password encrypted prior to submitting via FTP to WELLSOURCE HEALTH SOLUTIONS, LLC (password provided in FTP instructions)

      Created on 1/16/2009 • Pricing Effective 01/01/08 WSHS HRA & Coaching 011609.doc  

       

       





      APPENDIX 3

      Payment Methodology

      ·   EVERETT SCHOOL TRUST will be invoiced $18.00 per participant to complete the online or paper version of the HRA. The minimum number of HRA participants EVERETT SCHOOL TRUST will be invoiced for is 1,100 participants.

      o EVERETT SCHOOL TRUST may enroll more than the number of agreed upon HRA participants. The completed EDS file will need to reflect the exact number of eligible employee participants selected by EVERETT SCHOOL TRUST to be enrolled in the program. The invoice will be reconciled to reflect the final number of employee participants identified upon receipt of the completed EDS file, but no less than 1,100 participants will be invoiced.



      ·   EVERETT SCHOOL TRUST will be invoiced $103.50 per participant to be enrolled in the full year of unlimited telephonic Optimal HealthTM Coaching. The minimum number of Optimal HealthTM Coaching participants EVERETT SCHOOL TRUST will be invoiced for is 500 participants.

      o EVERETT SCHOOL TRUST may enroll the balance of the of the population in telephonic Optimal Health TM Coaching through mutual agreement between EVERETT SCHOOL TRUST and WSHS, along with appropriate remuneration to WSHS. No less than 500 participants will be invoiced.

      ·  alt

       

      EVERETT SCHOOL TRUST will be invoiced the total cost of all eligible participants upon signing the contract of which 30% is due within 15 days of receipt. The remaining balance of the total cost is due no later than 60 days from the contract signature. A completed EDS file is required prior to the Final Program Implementation meeting.

      ·   Biometrics/Health Screening, if applicable, billed separately unless otherwise noted. Refer to Appendix 5 for pricing details.

      ·   All travel is negotiable.

      ·   If EVERETT SCHOOL TRUST chooses to establish a monetary incentive program for eligible participants, EVERETT SCHOOL TRUST will facilitate the incentive program reimbursement to employees.

      ·   Quotes for additional services as below are available upon request.

       
      Walking Program

      Educational Seminars

      Health Fair Facilitation

      Pedometers

      This Quote is valid for 30 days from January 16th, 2009.

      Fast-Food Dining Guide

      Spanish HRA, Materials, Interpretation

      Health Activity TrackerTM

      ·  

      ·   Quotes for additional services as below are available upon request

      Walking Program      Fast-Food Dining Guide

      Educational Seminars      Spanish HRA, Materials, Interpretation

      Health Fair Facilitation    Health Activity Tracker TM

      Pedometers

       

       



       





      APPENDIX 4

      Eligible Participants to be Enrolled and Included in EDS File

      Number of Employees  Price Per Participant

       Paper/Online HRA     1100      $18  

       
      Paper/Online HRA

      Unlimited Telephonic Health Coaching

      		   

       
      500  $103.50
          

       
      Total
      		  
      $71,550
          



       

       

       

       Unlimited Telephonic

       Health Coaching     500  $103.50  

       

       Total      $71,550  

       

       

      NOTE: Indicate all that apply.

       

       

       

       

                           

      Signature  

       Date :

       

      Elizabeth Selders, Chairperson  

      Print Name

       

      Everett School Employee Benefit Trust

      Company Name

      Created on 1/16/2009 • Pricing Effective 01/01/08

      WSHS HRA & Coaching 011609.doc





      APPENDIX 5

       





      HIPAA BUSINESS ASSOCIATE CONTRACT

      This HIPAA Business Associate Contract (“Contract”) is between the Everett School Employee Benefit Trust ("Plan") and Wellsource Health Solutions, LLC. (“Business Associate").

      The Plan and Business Associate intend to protect the privacy of PHI disclosed to Business Associate and the security of electronic PHI in connection with the services provided by Business Associate to the Plan in compliance with this Contract, the Health Insurance Portability and Accountability Act of 1996, ("HIPAA"), the regulations promulgated under HIPAA, and other applicable laws.



      1.  Definitions

      Terms used, but not otherwise defined, in this Contract shall have the same meaning as those terms in the HIPAA Regulations.

      (a)  Effective Date. "Effective Date" means January 1, 2009.

      (b)  Electronic Transactions Rule.  “Electronic Transactions Rule” means the federal

      regulations found at 45 CFR Part 162.

      (c)  HIPAA Regulations. “HIPAA Regulations” means the Privacy Rule, the Security Rule, and the Electronic Transactions Rule.

      ·   PHI. PHI means “Protected Health Information” as such term is defined in the Privacy Rule, limited to the information created or received by the Business Associate from or on behalf of the Plan.

      ·   Privacy Rule. "Privacy Rule" means the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, Subparts A and E.

      ·   Other Agreement. "Other Agreement" means any and all other agreements, if any, entered into between the Plan and the Business Associate relating to services of the Business Associate concerning the Plan which are in effect as of the Effective Date of this Contract or which come into effect after the Effective Date of this Contract.

      ·   Security Rule. “Security Rule” means the Security Standards for the Protection of Electronic Protected Health Information at 45 CFR Part 164, Subpart C.



      2.  Obligations and Activities of Business Associate

      (a)  Business Associate agrees to not use or further disclose PHI except (1) as authorized under section 3 of this Contract; or (2) as Required By Law.

      (b)  Business Associate agrees to use appropriate safeguards to prevent use or disclosure of PHI other than as provided for by this Contract.



      (a)  Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this Contract.

      (b)  Business Associate agrees to report to Plan any use or disclosure of the PHI not permitted under this Contract. Business Associate agrees to report to the Plan any Security Incident of which Business Associate becomes aware.

      (c)  Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides PHI will agree to the same restrictions and conditions that apply through this Contract to Business Associate with respect to such PHI. In addition, Business Associate shall ensure that any such agent or subcontractor agrees to implement reasonable and appropriate safeguards to protect the PHI of the Plan.

      (d)  If Business Associate has PHI in a Designated Record Set, Business Associate agrees to provide access, at the request of Plan, and in the time and manner designated by Plan, to PHI in a Designated Record Set, to Plan or, as directed by Plan, to an Individual in order to meet the requirements under 45 CFR § 164.524.

      (e)  If Business Associate has PHI in a Designated Record Set, Business Associate agrees to make any amendment(s) to PHI in a Designated Record Set that Plan directs or agrees to pursuant to 45 CFR § 164.526 at the request of Plan or an Individual, and in the time and manner designated by Plan.

      (f)  Business Associate agrees to make internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of Plan available to Plan, or at the request of Plan, to the Secretary, in a time and manner designated by Plan or the Secretary, for purposes of the Secretary determining Plan's compliance with the Privacy Rule.

      (g)  Business Associate agrees to document such disclosures of PHI and information related to such disclosures as would be required for Plan to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR § 164.528.

      (h)  Business Associate agrees to provide to Plan or an Individual, in time and manner designated by Plan, information collected in accordance with Section 2 (i) of this Contract to permit the Plan to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR § 164.528.

      (i)  Business Associate agrees to implement administrative, physical, and technical safeguards (including written policies and procedures) that reasonably and appropriately protect the confidentiality, integrity, and availability of electronic PHI that it creates, receives, maintains or transmits on behalf of the Plan as required by the Security Rule.

      (j)  In conducting any electronic transaction that is subject to the Electronic Transactions Rule



      on behalf of the Covered Entity, Business Associate agrees to comply with all requirements of the Electronic Transactions Rule that would apply to the Covered Entity if the Covered Entity were conducting the transaction itself.



      3.  Permitted Uses and Disclosures by Business Associate

      Except as otherwise limited in this Contract, Business Associate may use or disclose PHI to perform one or more functions, activities, or services for, or on behalf of, Plan specified in the Other Agreement, provided that such use or disclosure would not violate the HIPAA Privacy Rule if done by the Plan. Additionally, Business Associate may use and disclose PHI received by Business Associate for the proper management and administration of Business Associate or to carry out the legal obligations of Business Associate, but only:

      (a)  if the disclosure is required by law; or

      (b)  if Business Associate receives reasonable assurances from the third party to whom the PHI is disclosed that (i) the PHI will be held confidentially by the third party; (ii) the PHI will be used or further disclosed by the third party only as required by law or for the purpose for which it was disclosed to the third party; and (iii) the third party agrees to notify Business Associate of any breaches of confidentiality of which the third party becomes aware.



      4.  Obligations of Plan

      (a)  Plan shall provide Business Associate with its notice of privacy practices that Plan produces in accordance with 45 CFR § 164.520, including the limitations found in such notice, as well as any changes to such notice.

      (b)  Plan shall provide Business Associate with any changes in, or revocation of, permission by Individual to use or disclose PHI, if such changes affect Business Associate's permitted or required uses and disclosures.

      (c)  Plan shall notify Business Associate of any restriction to the use or disclosure of PHI that Plan has agreed to in accordance with 45 CFR § 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI.



      5.  Permissible Requests by Plan

      Plan agrees that it will not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by Plan.



      6.  Term and Termination

      (a)  Term. This Contract shall be effective as of the Effective Date specified above, and shall terminate when all of the PHI provided by Plan to Business Associate, or created or received by Business Associate on behalf of Plan, is destroyed or returned to Plan, or, if it is infeasible to return or destroy PHI, protections are extended to such PHI, in accordance with the termination provisions in this Section.

      (b)  Termination for Cause. Upon Plan's knowledge of a material breach or violation of this Contract by Business Associate, Plan shall take one of the following actions:

       (1)  Curable Breach. If the Plan determines that the breach or violation is curable, Plan shall provide an opportunity for Business Associate to cure the breach or end the violation within a reasonable time period set by the Plan, which shall not to exceed 90 days. If the breach or violation is not cured or ended within the time set by the Plan, the Plan may (i) immediately terminate this Contract and any Other Agreements; or (ii) suspend performance by Plan under the Other Agreement(s) until such breach or violation is cured.

       (2)  Uncurable Breach. If the Plan determines that the breach or violation is not curable, the Plan shall immediately terminate this Contract and any Other Agreements.

       (3)  Alternative Report to Secretary. If the Plan determines that neither a termination of the Contract or a cure of the breach is feasible, the Plan shall report the violation to the Secretary.

       (4)  Termination for Material Breach of Security Rule. In addition to the termination for cause procedures listed above, the Plan may immediately terminate this Contract and any Other Agreements if the Plan determines that the Business Associate has violated a material term of this Contract concerning the Security Rule.

      (c)  Effect of Termination.

       (1)  Except as provided in paragraph (c)(2) of this section, upon termination of this Contract, for any reason, Business Associate shall return or destroy all PHI. This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the PHI.

       (2)  In the event that Business Associate determines that returning or destroying the PHI is infeasible, Business Associate shall provide to Plan notification of the conditions that make return or destruction infeasible. Upon mutual agreement of the Parties that return or destruction of PHI is infeasible, Business Associate shall extend the protections of this Business Associate Contract to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI.



      7.  Miscellaneous

      (a)  Regulatory References. A reference in this Business Associate Contract to a section in the HIPAA Regulations means the section as in effect or as amended, and for which compliance is required.

      (b)  Amendment. The Parties agree to take such action as is necessary to amend this Business Associate Contract from time to time as is necessary for Plan to comply with the requirements of the HIPAA Regulations and the Health Insurance Portability and Accountability Act, Public Law 104-191.

      (c)  Survival. The respective rights and obligations of Business Associate under Section 6 of this Contract shall survive the termination of this Business Associate Contract.

      (d)  Interpretation. Any ambiguity in this Business Associate Contract shall be resolved in favor of a meaning that permits Plan to comply with the HIPAA Regulations.

      (e)  Other Agreement. Notwithstanding any provision of the Other Agreement to the contrary, to the extent of any inconsistency between any Other Agreement and this Contract, the provisions of this Contract shall prevail.

       

      IN WITNESS WHEREOF, the parties have caused this Business Associate Contract to be executed on their behalf by their duly authorized representatives' signatures as of the dates set forth below.



      Everett School Employee Benefit Trust

      BY:            

      PRINTED NAME:        

      TITLE:          

      DATE:          



      Business Associate



      Wellsource Health Solutions, LLC.

      BY:            

      PRINTED NAME:        

      TITLE:          

      DATE:          

       

       



      Document comparison by Workshare Professional on Tuesday, February 17, 2009 3:00:20 PM
      Input:

      Document 1 ID interwovenSite://SEA-MTIER/Seattle/3491144/1
      Description #3491144v1<Seattle> - Wellsource Contract
      Document 2 ID interwovenSite://SEA-MTIER/Seattle/3491144/2
      Description #3491144v2<Seattle> - Wellsource Contract
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