Edifecs+Amendment+A.pdf

AMENDMENT A

CONTRACT AMENDMENT TO

TECHNOLOGY CONTRACT: APPLICATION PROGRAMMING INTERFACE

This Amendment is made to the Application Programming Interface Contract (Contract) between the state of North Dakota, acting through its North Dakota Department of Health and Human Services, Medical Services Division (STATE) and Edifecs, Inc. (CONTRACTOR).

The parties agree to the following terms and conditions and expressly agree that if any of the following terms and conditions conflict with any of the terms and conditions of the Contract, then, notwithstanding any term in the Contract, the following terms and conditions govern and control the rights and obligations of the parties.

The parties agree to amend the Contract as follows:

1. Section 6, Term of Contract. The Contract commenced on July 22, 2021, and will end on July 21, 2024, with an option to renew the Contract for a period of 24 months.

The parties have agreed to renew the Contract for an additional 24 months; therefore, the Contract is amended to change the expiration date to July 21, 2026. The Contract has no renewals remaining.

2. Section 19, Insurance. Effective July 1, 2024, the Insurance Section is amended to revise insurance requirements as follows, listed by subsection:

a.1): Commercial general liability, including premises or operations, contractual, and products or completed operations coverages (if applicable), with minimum liability limits of $2,000,000 per occurrence.

a.2): Automobile liability, including Owned (if any), Hired, and Non-Owned automobiles, with minimum liability limits of $500,000 per person and $2,000,000 per occurrence.

a.4): Employer’s liability or “stop gap” insurance of not less than $2,000,000 as an endorsement on the workers compensation or commercial general liability insurance

3. Add Section 48. THIRD-PARTY RISK MANAGEMENT PROGRAM to the Contract as follows:

CONTRACTOR shall undergo the third-party security questionnaire on an annual basis at no cost to the STATE, unless CONTRACTOR has received FedRAMP, StateRAMP, or HiTrust certification. CONTRACTOR shall provide complete questionnaire within twenty-one (21) calendar days of receiving a written request. CONTRACTOR shall undergo the third-party security questionnaire when a breach has occurred.

4. Exhibit G Additional Third-Party License Terms of the Contract is deleted in its entirety and replaced with the following Exhibit G Additional Third-Party License Terms:

DocuSign Envelope ID: A85D5C83-7E90-402E-AB5C-DBD5A144840C

“EXHIBIT G

ADDITIONAL THIRD-PARTY LICENSE TERMS

1. Third Parties. Any third-party software or content included in the software (such as code sets and standards including but not limited to content from the American Medical Association) is governed by this Agreement and the following license terms, as applicable. Any third-party licensor of that material will be a direct and intended third-party beneficiary of this Agreement. These terms may be updated by Edifecs providing notice of the new terms to Customer.

2. If the Software includes CPT content (“CPT Editorial Content”) licensed from the American Medical Association (“AMA”), then the following additional terms apply:

a. CPT Editorial Content is copyrighted by the American Medical Association and

CPT is a registered trademark of the AMA.

b. Edifecs, as a party to a license agreement with the AMA, is authorized to grant

Customer a limited, non-exclusive, non-transferable, non-sublicensable license for Customer to use CPT Editorial Content in the Software, for the sole purpose of internal use by Customer within the United States. Upon termination or expiration of the agreement between Edifecs and AMA, Edifecs shall notify Customer.

Customer shall continue to have the right to use CPT Editorial Content in the Software for the remainder of the year of the then-current annual release (e.g., through the end of the applicable calendar year) (“Customer Tail Period”).

Customer’s continued use of the CPT Editorial Content during the Customer Tail Period is subject to Customer’s continued compliance with all its obligations under this Agreement. Upon the expiration of the Customer Tail Period, the sublicense granted under these terms shall automatically terminate.

c. The provision of updated CPT Editorial Content in the Software is dependent on a continuing contractual relationship between Edifecs and the AMA under substantially the same terms.

d. Customer is prohibited from making CPT Editorial Content publicly available, creating derivative works (including translating), transferring, selling, leasing, licensing, or otherwise making the Software available to any unauthorized party, or a copy or portion of CPT Editorial Content to any unauthorized party, including a subsidiary, affiliate, or other legal entity, however designated, for any purpose whatsoever except as expressly permitted in this Agreement.

e. Customer expressly acknowledges and agrees to the extent permitted by applicable law, use of the CPT Editorial Content is at Customer’s sole risk and the CPT Editorial Content is provided “as is” without warranty of any kind. The AMA does not directly or indirectly practice medicine or dispense medical services. Fee schedules, relative value units, conversion factors and/or related components are not assigned by the AMA, are not part of CPT, and the AMA is not recommending their use. The CPT Editorial Content does not replace the AMA’s Current Procedural Terminology book or other appropriate coding authority. The coding information contained in the CPT Editorial Content should be used only as a guide.

f. Customer consents to the release of any information provided by Customer under this Agreement to the AMA. Customer further agrees to provide, without delay, additional information that the AMA (as a third-party beneficiary) may reasonably request, to verify the information including any information required under the audit provision of the Agreement, the address of Customer and names of any parent organizations. Nothing herein shall require Customer to submit or release information that would cause Customer to be in violation of applicable federal or state privacy laws.

g. U.S. Government Customers. CPT is commercial technical data, which was developed exclusively at private expense by the American Medical Association (AMA), 330 North Wabash Avenue, Chicago, Illinois 60611. This agreement does not grant the Federal Government a direct license to use CPT based on FAR 52.227-14 (Data Rights - General) and DFARS 252.227-7015 (Technical Data - Commercial Items).

h. Customer must ensure that anyone with authorized access to the Software will comply with the provisions of this Agreement.

i. Customer expressly consents to the release of its name to the AMA.

3. If the Software includes the Official UB-04 Data Specifications Manual and UB-04 code lists licensed from Health Forum, LLC, a wholly-owned subsidiary of the American Hospital Association (“AHA”), then the following additional term applies:

a. Customer agrees not to contest or challenge (except in the case of a party rightfully claiming ownership) Health Forum’s and its Affiliates’ rights with respect to the Official UB-04 Data Specifications Manual and UB-04 code lists. “

This Amendment is effective upon execution of this Amendment.

All other terms and conditions remain as previously written.

CONTRACTOR STATE OF NORTH DAKOTA

Edifecs, Inc. Acting through its Department of Health and Human Services

BY: BY:

Printed Name: Printed Name: Sara Stolt

Title: Title: Deputy Commissioner

Date: Date:

STATE OF NORTH DAKOTA

Acting through its Information Technology Division

BY:

Printed Name: Greg Hoffman

Title: Deputy Chief Information Officer

Date:

Chief Legal Officer

02-Jul-2024

Milla Rahmani

07/11/2024

07/12/2024 https://na2.documents.adobe.com/verifier?tx=CBJCHBCAABAAnDqI9Gu1CNzJgQLS_6a_jYMHvPLgTtGj https://na2.documents.adobe.com/verifier?tx=CBJCHBCAABAAnDqI9Gu1CNzJgQLS_6a_jYMHvPLgTtGj https://adobecancelledaccountschannel.na2.documents.adobe.com/verifier?tx=CBJCHBCAABAAXPAft7xUCi8ee99FjhKMBG87opkT8J9c

415-12287A_StateofND_Edifecs_Amendment_A -Contract_Amendment_To__Technology_Contra ct-_Application_Pro_Edifecs Signed (1) Final Audit Report 2024-07-11

Created: 2024-07-10

By: Doran Eberle (deberle@nd.gov)

Status: Signed

Transaction ID: CBJCHBCAABAAnDqI9Gu1CNzJgQLS_6a_jYMHvPLgTtGj

"415-12287A_StateofND_Edifecs_Amendment_A-Contract_Ame ndment_To__Technology_Contract-_Application_Pro_Edifecs Si gned (1)" History

Document digitally presigned by DocuSign\, Inc. (enterprisesupport@docusign.com) 2024-07-03 - 8:54:33 PM GMT- IP address: 165.234.248.3

Document created by Doran Eberle (deberle@nd.gov) 2024-07-10 - 9:50:03 PM GMT- IP address: 165.234.248.3

Document emailed to Greg Hoffman (gahoffman@nd.gov) for signature

2024-07-10 - 9:50:58 PM GMT

Email viewed by Greg Hoffman (gahoffman@nd.gov) 2024-07-11 - 12:12:51 PM GMT- IP address: 104.47.64.254

Document e-signed by Greg Hoffman (gahoffman@nd.gov) Signature Date: 2024-07-11 - 12:13:01 PM GMT - Time Source: server- IP address: 165.234.248.3

Agreement completed.

2024-07-11 - 12:13:01 PM GMT

415-12287A_StateofND_Edifecs_Amendment_A -Contract_Amendment_To__Technology_Contra ct-_Application_Pro_Edifecs Signed (1) - signed Final Audit Report 2024-07-12

Created: 2024-07-12

By: Kyle Nelson (kylnelson@nd.gov)

Status: Signed

Transaction ID: CBJCHBCAABAAXPAft7xUCi8ee99FjhKMBG87opkT8J9c

"415-12287A_StateofND_Edifecs_Amendment_A-Contract_Ame ndment_To__Technology_Contract-_Application_Pro_Edifecs Si gned (1) - signed" History

Document digitally presigned by DocuSign\, Inc. (enterprisesupport@docusign.com) 2024-07-03 - 8:54:33 PM GMT- IP address: 165.234.252.245

Document created by Kyle Nelson (kylnelson@nd.gov) 2024-07-12 - 2:17:39 PM GMT- IP address: 165.234.252.245

Document emailed to Sara Stolt (sarastolt@nd.gov) for signature

2024-07-12 - 2:18:21 PM GMT

Email viewed by Sara Stolt (sarastolt@nd.gov) 2024-07-12 - 2:59:02 PM GMT- IP address: 104.47.64.254

Document e-signed by Sara Stolt (sarastolt@nd.gov) Signature Date: 2024-07-12 - 2:59:10 PM GMT - Time Source: server- IP address: 165.234.253.70

Agreement completed.

2024-07-12 - 2:59:10 PM GMT