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Terms & Conditions
Meaningful Use Experts
Division of e2o Health Inc.

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All services performed by Meaningful Use Experts are provided on the following terms and conditions.

WHEREAS, MEANINGFUL USE EXPERTS, among other activities, provides consulting services as defined herein (“Services”), Client requires MEANINGFUL USE EXPERTS’ consulting services and desires to hire MEANINGFUL USE EXPERTS on the terms and conditions set forth in this Agreement, and MEANINGFUL USE EXPERTS agrees to provide the consulting services on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

1. Services to Be Performed By the Company. The Company agrees to provide and complete the Services that are listed in the Schedule of Work. Any changes to this Agreement or to the Schedule of Work must be in writing signed by duly authorized representatives of Client and MEANINGFUL USE EXPERTS that expressly reference this Agreement and/or the Schedule of Work.

MEANINGFUL USE EXPERTS is solely responsible for choosing the manner and methods of performing the Services and the performance of such Services by its employees, agents, and/or independent consultants.

2. Warranty. Meaningful Use Experts warrants that the material, analysis, data, programs, and Services provided pursuant to this Agreement will be performed by qualified personnel. In the event Meaningful Use Experts  subcontracts the performance of any of the Services, the Company further warrants that all subcontractors shall be paid in full for their services and shall be bound by the terms of this Agreement. Meaningful Use Experts further guarantees successful completion of all tasks specified in the scope of work for the service purchased.

Client agrees that Meaningful Use Experts has not and does not make any other warranties or representations whatsoever, express or implied, with respect to any Services performed hereunder. Meaningful Use experts  expressly disclaims all other warranties, including without limitation, those of accuracy, condition, merchantability, and fitness for a particular purpose. Client accepts this disclaimer of warranty and shall not take any action contrary to such disclaimer.

3. Disclaimer of Legal Advice. In the course of providing such Services, the Company may give advice or an opinion regarding the impact of certain rules, requirements or regulations related to Meaningful Use and HIPAA privacy and security. However, Client is hereby put on notice that the Company is not a law firm, it does not engage in the practice of law, and it does not render any legal advice. Therefore, Client is hereby advised to seek its own legal counsel regarding any legal issues relating to its business, including issues relating to Services to be performed under this Agreement.

4. Rules and Regulations. Client warrants its existing and continuing compliance with all applicable federal, state, and local laws and regulations, including, but not limited to, laws of United States and California.

5. Compensation. Client agrees to fully pay MEANINGFUL USE EXPERTS any and all invoices and/or expense reimbursement requests within fifteen (15) days of the date of any such invoice and/or reimbursement request. Any payment which is past due shall be subject to an additional charge at the rate of 1.5% per month of the outstanding balance due or the highest rate of interest permitted by applicable law. In the event that any payment due the Company is collected at law or through, or under advice from, an attorney-at-law, or through a collection agency, Client agrees to pay all costs of collection, including without limitation, all court costs and reasonable attorney’s fees.

6. Confidentiality. Each party acknowledges that material and information which has or will come into its possession or knowledge in connection with this Agreement or in the performance of Services may consist of confidential and ePHI information.  All such information will be protected as stated in the HIPAA Security Rule.

7. Indemnification. Each party agrees to indemnify, defend, and hold harmless the other party from and against any and all claims, actions, suits, liabilities, costs, and expenses (including attorneys fees) brought against either of them for or on account of damage, to the extent that such claims, actions, suits, liabilities, costs, and expenses  (including reasonable attorneys fees) don’t arise out of or result from the negligent or willful acts or omissions of the indemnifying party.

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