WHEREAS, both parties acknowledge the mutual operational efficiencies that can be derived from automated laboratory results transmission and retrieval, use of Client patient demographics for test ordering and off-hours reporting; and
WHEREAS, the parties desire to enter into an agreement whereby LabCorp will provide Laboratory Data Management Software and/or Hardware (“LDM System”) to Client as set forth herein and Client will use the LDM System of LabCorp; and
WHEREAS, Client acknowledges the Restricted Use of the LDM System as hereinafter provided.
The Parties hereby agree as follows:
A. LDM System: The Laboratory Data Management System (“LDM System”) may consist of any or all of the software, hardware and components identified in this Section A, excluding the Practice Fusion Services:
Lab Results Transmission. After acceptance of these Terms by Client, and subject to confirmation and acceptance by LabCorp and Practice Fusion (“Practice Fusion”), LabCorp will electronically transmit patient test results to you via the Practice Fusion Services and/or receive laboratory test requisitions sent from Client via the Practice Fusion Services.
Necessary Equipment. LabCorp may provide Client, at no additional charge, peripheral equipment as well as LabCorp Requisition Forms, LabCorp Report Paper and Labels, and Printer Ribbons or Laser Printer Cartridges (as applicable). Client shall use such equipment and supplies for the sole purposes of ordering reference laboratory tests, and the receipt of reference laboratory test results, from LabCorp via the LDM System.
Client shall provide, at its own cost, all telephone service (whether local or long distance), modems, phone lines, computers and other equipment, software, Internet access and any other items or services necessary for Client to use the LDM System.
Ownership of LDM System. The LDM System shall be made available to Client’s facility(ies) and may not be moved or removed without LabCorp’s prior written consent. Client shall attach and at all times keep affixed such labels as LabCorp may direct to show LabCorp’s or a third party vendor’s ownership interest in the LDM System. Client hereby grants LabCorp the right to inspect the LDM System at any reasonable time and Client shall not make any alterations, additions or improvements to the LDM System without the prior written consent of LabCorp. Client shall bear the entire risk of all loss, theft, damage or other interruption or termination of use of the LDM System from any cause whatsoever, during any term hereof and until the LDM System is returned to LabCorp. Client shall promptly notify LabCorp in writing of the occurrence of any of the above events.
B. Support, Maintenance and Installation
Client agrees to cooperate with LabCorp and applicable vendors in the installation of the LDM System. In the event Client fails to cooperate with such development and/or to implement the LDM System within six (6) months from the date LabCorp provides the LDM System to Client, LabCorp in its sole discretion may immediately terminate these Terms without further notice. If these Terms terminate as a result of Client’s failure to cooperate and/or implement the LDM System, Client agrees to reimburse LabCorp the total cost of the Interface within thirty (30) days of termination of these Terms.
Client shall continue to be responsible for all maintenance, support, upgrade costs and service and other fees which are related to Client’s System. For the purposes of these Terms, “Client System” shall mean any current or future hardware and/or software purchased, leased or otherwise arranged for by Client for Client’s use whether or not LabCorp arranges for the provision of the LDM System described herein, including but not limited to, Client’s: operating system, office or practice management system, EMR software, word processing software, accounting software, e-mail software, central processing unit (“CPU”), monitor, keyboard, printer, router, and scanner.
C. Compliance with All Laws and Restricted Use
LabCorp is transmitting result reports to Practice Fusion, and into Practice Fusion Services, at Client’s direction and authorization and Client maintains the relationship with Practice Fusion. The LDM System shall communicate exclusively with LabCorp, shall relate directly to laboratory services being provided by LabCorp to Client and shall not be used by Client for any other purpose. Client is being provided the LDM System for the sole purpose of receiving LabCorp test results and use of Client patient demographics for test ordering via the LDM System. Client agrees it shall make no other use of the LDM System and agrees further to execute and abide by the terms contained in any additional agreement required by LabCorp or any LDM System software and hardware vendor.
It is the intent of the parties hereto to comply with all federal, state and local statutes, regulations and ordinances, including but not limited to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Section 1877 of the Social Security Act (commonly known as the “Stark Provisions”) and the anti-kickback provisions set forth in the fraud and abuse sections of 42 U.S.C. 1320(a), as well as and any regulations issued thereunder and any applicable similar state laws and regulations. The parties agree that pursuant to these Terms, LabCorp shall only provide items, devices, or supplies that are used solely to order or communicate the results of, tests or procedures provided for Client, and that any benefit, consideration or remuneration conferred upon Client by virtue of these Terms is not conditioned upon the referral of Medicare or Medicaid testing to LabCorp.
Should either party reasonably conclude that any portion of these Terms is or may be in violation of such requirements or subsequent enactments by federal, state or local authorities, these Terms shall terminate immediately by written notice thereof to other party unless the parties agree to such modifications of these Terms as may be necessary to establish compliance with all federal, state, and local statutes, regulations and ordinances. Otherwise, if Client fails to comply fully with the requirements set forth in this Section C, LabCorp shall have the right to immediately remove the LDM System, demand repayment, and terminate these Terms.
Client agrees that any claims related to the Practice Fusion Services shall be brought to the attention of Practice Fusion. LabCorp shall not be responsible for any claim in connection with the establishment or performance of the LDM System. Client hereby expressly releases LabCorp and agrees to indemnify and hold LabCorp harmless from any and all claims, including any and all claims for property damage, personal injuries and/or consequential, punitive or other damages which arise, or are alleged to have arisen, in connection with the establishment, operation or functioning of the LDM System to the extent that such costs and liabilities are proximately caused by the negligence or misconduct of Client.
Unless otherwise specifically agreed to by the parties in a Web-Based Laboratory Services Agreement, Client represents and warrants that it shall not use the LDM System, or other LabCorp connectivity solutions, to provide or support web-based laboratory testing services directly to patients or consumers, either through its own website(s) or, in support of other websites that offer such direct to consumer testing. In the event of a breach of this section, LabCorp may immediately terminate this Agreement and disconnect the LDM System.
Client and LabCorp shall have the right to terminate these Terms, with or without cause, by giving the other party a 30 day prior written notice. In addition, if Client should at any time discontinue using LabCorp’s laboratory services, the parties acknowledge that there shall be no further need for Client to have the LDM System and these Terms shall terminate immediately.
Client agrees that, in the event of the termination of these Terms, with or without cause, by either party, the LDM System will be returned to LabCorp, at LabCorp’s expense, and Client shall return or destroy all copies of any documentation and materials accompanying the LDM System.
Client may not assign these Terms without the prior written consent of LabCorp.
G. Entire Agreement
These Terms constitutes the entire understanding between the parties hereto with respect to the subject matter herein and no amendment or modification of its terms shall be valid or binding upon any party unless reduced to writing and signed by authorized representatives of the parties hereto. Any applicable provisions required by federal, state, or local law are hereby incorporated by reference. These Terms supersedes any previous agreements that may have been executed between Client and LabCorp.