1. Presented by: Tommy Mays, Legal Counsel Baptist Health Medical Center Health Contracting 101

2. What is a Contract? An agreement with specific terms between two or more entities/person in which there is a promise to do something in return for a valuable benefit. Written contracts provide individuals and businesses with a legal document stating the expectations of both parties and how negative situations will be resolved.

3. Importance of Contracting 1. Contracts provide a written document that outlines the full understanding of the business relationship and scope of the work so that no one can claim any misunderstandings later down the road. 2. They specify exactly what rights are being purchased and what rights you’re retaining. 3. They’re binding and legally enforceable. 4. They protect both you and the client. 5. They stipulate how and when you get paid, what needs to trigger that payment, and what recourses you have if the client stiffs you. 6. They minimize risk.

4. Key Elements 1. An offer 2. An acceptance of that offer 3. A promise to perform 4. Valuable consideration(which can be a promise or payment in some form) 5. A time or event when performance must be made(meet commitments) 6. Terms and conditions for performance, including fulfilling promises 7. Performance

5. Work on behalf of a covered entity or organized health care arrangement(OHCA) that requires access to or use, disclosure, or maintenance of protected health information. It may use the information only for the function(s) it has contracted to perform for the covered entity. Subcontractors of a BA are also explicitly included in the definition of business associates. Business Associates Agreement

6. Examples of Poor Term’s and Condition’s Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof. Indemnity. As an express condition of sale, Purchaser agrees to hold Seller and its parent, owners, subsidiaries and affiliates and their directors, officers, shareholders, employees and agents harmless from and against any claims, suits, losses, liabilities, injuries or damages (including, without limitation, reasonable attorneys’ fees and litigation expenses) arising out of or in connection with: (i) use of the Equipment not in accordance with the Documentation; and (ii) all actions or omissions by Purchaser personnel (including employees and independent contractors) who use the Equipment. Seller agrees to hold Purchaser, its parent, owners, subsidiaries and affiliates and their directors, officers, shareholders, employees and agents harmless from and against any claims, suits, losses, liabilities, injuries or damages (including, without limitation, reasonable attorneys’ fees and litigation expenses) arising out of or in connection with (i) any third party claims that the Equipment caused injury solely as a result of Seller’s gross negligence or due to defects in material or workmanship of the Equipment for which Seller is legally liable.

7. Interest and Fees. Customer shall pay interest on any amount not paid when due at the rate of 1% per month (12.86% per annum) or the highest permissible rate under applicable laws, whichever is less. If Customer fails to pay any amount when due, in addition to any other rights or remedies available to Vendor at law or in equity, Vendor may discontinue the performance of services discontinue the delivery of the product, or deduct the unpaid amount from any amounts otherwise owed to Customer by Vendor under any agreement with Customer. In any action initiated to enforce the terms of the quotation following a Customer default, Vendor shall be entitled to recover as part of its damages all costs and expenses, including reasonable attorneys' fees, in connection with such action. All sales are final. In the event the Company agrees to accept a return of merchandise, Buyer must first receive a Returned Goods Authorization ("RGA"). If an RGA is issued, Buyer is responsible for all costs associated with the return. Returns will be subject to a 15% restocking fee. Examples of Poor Term’s and Condition’s

8. Limitation of Liability. The liability, if any, of Vendor for damages whether arising from breach of the terms in this Agreement, breach of warranty, negligence, indemnity, strict liability or other tort, or otherwise with respect to the Products and services is limited to an amount not to exceed the price of the Product or service giving rise to the liability. The foregoing limitation shall not apply to third party claims for bodily injury or death caused by Vendor’s negligence or product defect. Limitation of Liability.The total liability, if any, of Vendor and its affiliates for all damages and based on all claims, whether arising from breach of contract, breach of warranty, negligence, indemnity, strict liability or other tort, or otherwise arising from a product, licensed software, and/or service is limited to the price paid hereunder for the product, licensed software, or service. This limitation shall not apply to third party claims for bodily injury or death caused by Vendor's negligence or proven product defect.

9. Examples of Poor Term’s and Condition’s Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL VENDOR BE LIABLE TO Customer FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE,EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, WHETHER SUCH DAMAGES ARE CHARACTERIZED IN TORT, NEGLIGENCE, CONTRACT, OR ANY OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER BD HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF ESSENTIAL PURPOSE OF A LIMITED REMEDY; AND IN NO EVENT SHALL VENDOR’S LIABILITY EXCEED (1) IN THE CASE OF ANY CONSUMABLES OR EQUIPMENT NOT MEETING BD’S EXPRESS WARRANTY SET FORTH HEREIN, THE REPLACEMENT OR REFUND OF THE PURCHASE PRICE PAID FOR SUCH CONSUMABLES OR THE REPAIR OR REPLACEMENT OF SUCH EQUIPMENT, AS THE CASE MAY BE, AND (2) FOR ALL OTHER CLAIMS, $50,000. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND THAT BD WOULD NOT HAVE ENTERED INTO THIS AGREEMENT ON THE TERMS SET FORTH HEREIN WITHOUT SUCH LIMITATIONS OF LIABILITY.

10. Examples of Poor Term’s and Condition’s Pricing. Prices for Consumables will remain firm for a period of twenty four (24) months after the Effective Date. After such period, prices are subject to an increase of 3% per annum to be applied to the then current contract price effective upon each anniversary of the Effective Date. Payment Terms. The terms in effect under this Agreement are net thirty (30) days from date of invoice. Invoices thirty (30) days or more past due may be subject to a late charge of 1.5% per month or the maximum permitted by law, whichever is less, from the due date until the date such payment is received by Vendor.

11. Examples of Poor Term’s and Condition’s Warranty. Subject to the product-specific warranties, and except as otherwise stated therein or except for equipment manufactured in compliance with design or specifications of Customer, Vendor warrants to Customer that the Vendor equipment will perform in substantial compliance with its performance specifications for a period as set forth below from the date of original delivery. THE WARRANTIES SET FORTH HEREIN AND (IF APPLICABLE) IN Vendor’s WARRANTY DOCUMENT WITH RESPECT TO A PRODUCT (INCLUDING THE SOFTWARE PROVIDED WITH THE PRODUCT) ARE ONLY WARRANTIES MADE BY INVIVO IN CONNECTION WITH THE PRODUCT, THE SOFTWARE, AND THE TRANSACTIONS CONTEMPLATED BY THE QUOTATION, AND ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, WHETHER WRITTEN, ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Vendor may use refurbished parts in the manufacture of the products which are subject to the same quality control procedures and warranties as for new products.

12. Article: “To be – or not to be – a business associate “ by Martha Ann Knutson, JD, CHC www.hcca-info.org www.hcca-info.org Special Advisory Bulletin on the Effect of Exclusion from Participation in Federal Health Care Programs Issued May 8, 2013 oig.hhs.gov/exclusions/files/sab-05092013.pdf References

13. Questions