eClinicalWorks® Terms and Conditions

These Terms and Conditions (“Terms and Conditions”) contain terms and conditions that apply to Customer’s purchase and use of the Software and is a contract between eClinicalWorks, LLC (“eClinicalWorks”) and Customer (as Customer is defined in the applicable Agreement). These Terms and Conditions take effect when Customer enters into an eClinicalWorks Software License and Support Agreement (“Agreement”) with eClinicalWorks (the “Effective Date”). eClinicalWorks may modify these Terms and Conditions from time to time, subject to the terms in Section 3.m. It is the Customer’s responsibility to review these Terms and Conditions periodically to ensure they continue to agree and adhere to these terms. These Terms and Conditions are part of and incorporated within the Agreement.

1. Definitions

Any defined terms not included below are defined as set forth in the terms of the Agreement.

  • a. “Confidential Information” means all technical, business, and other information of one party (the “Disclosing Party”) disclosed to or obtained by the other party (the “Receiving Party”) in connection with the Agreement (including the pricing, terms and conditions of the Agreement and these Terms and Conditions) whether prior to, on or after the Effective Date , that derives economic value, actual or potential, from not being generally known to others, including, without limitation, any technical or non-technical data, designs, methods, techniques, drawings, processes, products, inventions, improvements, methods or plans of operation, research and development, business plans and financial information of the Disclosing Party.
  • b. “Documentation” means the user and technical manuals and other documentation provided or made available to Customer describing the Software features, functionalities, requirements, and specifications.
  • c. “Effective Date” unless otherwise specified in the Agreement the Effective Date is the date of the last signature in the Agreement.
  • d. “EMR Go-Live” unless otherwise specified in the Agreement occurs when at least one Customer user engages in training or in one of the following activities within the Software: the creation of a patient or appointment, documentation on a progress note, generation of prescription, order entry, sending or receiving orders, scanning documents, sending or receiving faxes, generating referral requests, or generating letters to patients.
  • e. “Hosting” means the hosting service that will be provided by eClinicalWorks. The eClinicalWorks Hosting Addendum is attached hereto as Exhibit A.
  • f. “Initial Term” unless otherwise specified in the Agreement the Initial Term begins upon the Effective Date and ends sixty (60 months) after the Effective Date.
  • g. "Interface Vendor" means a third party vendor that has software with which the eClinicalWorks Software interfaces.
  • h. “IP Rights” means (i) rights in patents, patent applications, and patentable subject matter, whether or not the subject of an application, (ii) rights in trademarks, service marks, trade names, trade dress, and other designators of origin, registered, or unregistered, (iii) rights in copyrightable subject matter or protectable designs, registered or unregistered, (iv) rights in software, databases, and documentation, (v) trade secrets, (vi) rights in Internet domain names, uniform resource locators, and e-mail addresses, (vii) rights in semiconductor topographies (mask works), registered or unregistered, (viii) know-how, and (ix) all other intellectual and industrial property rights of every kind and nature and however designated, whether arising by operation of law, contract, license, or otherwise.
  • i. “PM Go-Live” unless otherwise specified in the Agreement occurs when at least one user from the Customer engages in training or in one of the following activities within the Software: the creation of a patient or appointment, sending claims, posting payments, generating , or generating reports.
  • j. “Providers” means, unless otherwise specified in the Agreement, those Physicians, Nurse Practitioners, Physician Assistants, Audiologists, Optometrists, Ophthalmologist, Therapists (including but not limited to: Opticians Therapists, Occupational Therapists, Physical Therapists, Music Therapist, Speech Therapists, Massage Therapists and Marriage and Family Therapists), Chiropractors, Anesthesiologists, Psychologists, Dentists, Hygienists, Licensed Social Workers, Midwife, Nutritionists, Dietitians, Counselors (including but not limited to Mental Health Counselors), Mental Health Practitioners, Neurophysiologists, Certified Registered Nurse Anesthetist (CRNA), care managers, care coordinators, Podiatrists and other individual that is employed by or under contract with Customer to provide services and/or bill within the medical field. The term Provider shall not include Customer personnel employed by or under contract with Customer as office managers, secretaries, or other administrative staff, or Nurses (other than those who provide services and/or bill), and (hereinafter referred to as “Customer Personnel”). For any category of Customer staff not identified above, eClinicalWorks and Customer shall agree in writing as to who is a Provider.
  • k. “Software” means the applications that eClinicalWorks is providing to Customer as specified in the Agreement.
  • l. “Subscription Fee” means the ongoing fees to be paid by Customer as specified in the Agreement.
  • m. “Support” includes telephone and online support of the Software.
  • n. “Visit” unless otherwise specified in the Agreement is any in person or virtual appointment booked and not marked as no show or cancelled.

2. Payment Terms

  • a. The fees for the Software and associated services are set forth in the Agreement. The Software may contain embedded controls limiting usage beyond what Customer is contracted for. The amounts payable shall be due and payable on the date specified in the Agreement or if not specified then within thirty (30) days of receipt of invoice therefore and payment must be made in U.S. Dollars. eClinicalWorks will assess Customer a late payment charge on any amount which remains unpaid thirty (30) days after it is due, computed at the rate of one and one-half percent (1½%) per month or the highest allowable by law, whichever is lower, on the unpaid amount for every month the amount remains unpaid. All payments will be made without setoff, counterclaim, recourse or other defense.
  • b. Unless otherwise specified, eClinicalWorks may increase the ongoing fees provided Customer receives at least sixty (60) days prior written notice of such increase. In no event will the ongoing fees (i) increase more frequently than annually, and (ii) increase more than five percent (5%) over the previous year’s fees.
  • c. Taxes. Fees are exclusive of all taxes, including without limitation, sales, use, value-added or other taxes or levies on transactions made under this Agreement and the Terms and Conditions. Unless Customer provides a tax exemption certificate, Customer shall pay eClinicalWorks an amount equal to any tax eClinicalWorks is required to collect or pay upon the sale, license, or delivery of Software or the services to Customer by eClinicalWorks, exclusive of taxes imposed upon eClinicalWorks's net income.

3. General

  • a. License. Subject to the terms and conditions of the Agreement and these Terms and Conditions, eClinicalWorks grants and Customer accepts a nonexclusive, nontransferable, revocable license for the Providers to access and use the functionality of the Software during the term of the Agreement. Additionally, eClinicalWorks grants Customer Personnel the right to access the Software during the term of the Agreement. Use of the Software and services by both Providers and Customer Personnel are subject to the terms of the Agreement and these Terms and Conditions. Customer shall be liable for any breach of the Agreement and these Terms and Conditions by its Providers, Customer Personnel, and any other individual or entity Customer has granted Software access to
  • b. Customer Modifications and Enhancements. Customer may not make any modifications or enhancements to the Software without eClinicalWorks prior written consent.
  • c. Proper Use of Software. The Customer acknowledges that the continued integrity of the Software and eClinicalWorks performance of its obligations described in the Agreement and these Terms and Conditions are dependent upon Customer’s use of the Software in accordance with the Documentation available to Customer and the terms and conditions of the Agreement and these Terms and Conditions. Customer may not attempt to sell, sublicense, lease, permit, rent or transfer in any way whatsoever the Software. Customer agrees that it will not, at any time, without the prior written consent of eClinicalWorks, duplicate, decompile, disassemble or reverse engineer any software included within the Software, including without limitation the applications, or to develop functionally similar software or permit any third party to do any of the foregoing. Customer will not insert or use any bots, internet browser extensions, screen scraping or other unauthorized automated processing within the database. Customer agrees to not grant access to any third party or allow any third party to use the Software for any purpose without the prior written consent of eClinicalWorks.
  • d. Ownership and Proprietary Rights. eClinicalWorks and/or its licensor(s) retain all right, title, and interest in and to Software and any updates, changes, derivative works, enhancements, and/or modifications thereto. The Agreement and these Terms and Conditions do not grant Customer any IP Rights in the Software or any of its components. As between eClinicalWorks and Customer, eClinicalWorks and/or its licensor(s) are, and will be, the owner of (inclusive of all IP Rights therein) (i) the services, (ii) the Software, (iii) any other templates, ideas, methodologies, designs, materials, or technology developed or provided by eClinicalWorks.
  • e. Feedback. To the extent that Customer provides any comments, instructions, suggestions, information, and/or other feedback to eClinicalWorks regarding any Service and/or otherwise (collectively, “Feedback”), Customer hereby assigns to eClinicalWorks all right, title, and interest including, without limitation, all IP Rights, in and to such Feedback. All Feedback shall be considered the Confidential Information of eClinicalWorks.
  • f. Indemnity. eClinicalWorks shall indemnify, defend, and hold Customer harmless from any third party claim or action against Customer to the extent that it is based on an allegation that the Software, when used in accordance with the Agreement, Terms and Conditions, and Documentation, has infringed an intellectual property right or trade secret and pay those damages or costs related to the settlement of such action or finally awarded against Customer in such action, not including attorney’s fees, provided that, (a) Customer promptly notifies eClinicalWorks of such action, (b) gives eClinicalWorks full authority, information and assistance to defend such claim, and (c) gives eClinicalWorks control of the defense of such claim. eClinicalWorks shall have no liability regarding any claim arising out of: (i) any use of any release of the Software other than the most current release made available to Customer; (ii) the combination, use or operation of the Software with any third-party software, data or equipment (except if such use is contemplated by the Documentation or otherwise authorized in writing by eClinicalWorks), if the infringement was caused by such combination, use or operation; (iii) any modification or derivation of the Software not specifically authorized in writing by eClinicalWorks.
  • g. Ownership of Customer Data. All Customer data and information that is compiled or passes through the Software and that specifically relates to patients, patient care, or physician procedures or diagnosis (collectively, the “Customer Data”), and all right, title and interest therein, is and shall remain the exclusive property of Customer. Notwithstanding the foregoing, Customer hereby grants eClinicalWorks a perpetual, unlimited license to use and disclose the Customer Data, in any form or format, for data benchmarking, warehousing, product development and improvement, resource utilization, and similar data analysis services; provided, however, that eClinicalWorks shall protect and maintain the confidentiality of all individual identifiable patient and hospital data and eClinicalWorks shall comply with HIPAA, as applicable, with respect to such data.
  • h. Protected Health Information. Use and disclosure of protected health information (“PHI”) as defined in the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) shall be subject to and in accordance with the terms of eClinicalWorks Business Associate Addendum, located in Exhibit B. eClinicalWorks and Customer agrees that Exhibit Bmay be amended from time to time if necessary to comply with HIPAA. Customer shall be responsible for entering into any Business Associate Agreements with third parties (such as Interface Vendors) that may be necessary to permit eClinicalWorks to provide the services set forth in the Agreement.
  • i. Customer Responsibilities. Customer is responsible for all hardware and network to be installed and set up properly with appropriate security controls prior to eClinicalWorks software installation. Customer is responsible for any delays due to network set up that result in rescheduling of install and training date and travel arrangements. Customer will incur any expenses involved with having to reschedule install and training dates. Any training cancelled within two weeks of training will be charged $750 per week for the affected weeks.
  • j. Consent. Customer is responsible for obtaining all necessary patient consent to permit eClinicalWorks to provide the Software and services as agreed upon in the Agreement. Customer shall indemnify and hold eClinicalWorks harmless against third party claims that arise in the event Customer has not obtained the patient consent necessary for eClinicalWorks to provide the Software and services set forth in the Agreement.
  • k. Software Usage Audit: If Customer utilizes the Software beyond what Customer is contracted for, Customer will be required to purchase the applicable licenses and may incur a 10% penalty on the fees. eClinicalWorks may conduct an audit of Customer’s use of the Software at any time to review usage. All fees assessed due to irregularities found during the audit may be retroactive to the date of the first usage.
  • l. Upon signing this Agreement, Customer acknowledges and agrees that certain products selected within this Agreement are subject to additional terms and conditions which can be found at: https://www.eclinicalworks.com/oda-terms and are hereby incorporated by reference.
  • m. eClinicalWorks reserves the right, in its sole discretion, to make changes to portions or all of the Terms and Conditions. Customer is responsible for checking the Terms and Conditions periodically for such changes. Customer’s continued use of the applicable Software means that they agree to any new or modified terms or conditions contained herein.

4. Support Services

  • a. eClinicalWorks shall provide 24x7 support.
    • Technical Assistance:AvailabilityContact Info
    Online portal24 x 7http://my.eclinicalworks.com
    Call Center8:00am to 8:00pm EST Mondays through Fridays excluding holidays1-508-475-0450

    eClinicalWorks is not responsible for issues (including any security issues) related to Customer’s computer or electronic devise or internal and external network or system.

  • b. Customer will receive any available Upgrades, without additional fee as long as the Agreement is in effect.
  • c. Customer is aware that eClinicalWorks may run and deploy, any and all upgrades and/or patches related to a security fix and/or patient safety issue that are available on eClinicalWorks Cloud.

5. Warranties and Disclaimers

  • a. eClinicalWorks warrants that:
    • i. it will maintain the confidentiality of information regarding any physician or patient record;
    • ii. it either owns or has the right to license the Software hereunder.
    • iii. the services provided hereunder will be performed in a competent and workmanlike manner, which meets or exceeds industry standards; and
    • iv. it will update the Software (including, but not limited to, content usage for drug database and drug interaction checks, E&M Coding Advisor) as necessary to ensure that the Software complies with applicable federal or state laws.
  • b. Customer warrants that:
    • i. Customer, Providers, Customer Personnel and Customer’s representatives will work with eClinicalWorks in a professional and reasonable manner during the term of the Agreement. Customer agrees to comply with all applicable laws when using the Software and services contracted for under the Agreement.
  • c. Exclusions. eClinicalWorks’ warranties do not apply to any: (i) unauthorized combination of the Software with any third-party software, data or equipment; or (ii) unauthorized use, modification or derivation of the Software.
  • d. Third Party Components. Customer acknowledges and agrees that the Software may contain or interface with third-party applications, software and/or materials and open source software (collectively, “Third-Party Software Components”) and Customer will comply with any applicable end user license agreements (“Third-Party EULAs”). NOTWITHSTANDING ANYTHING IN THESE TERMS AND CONDITIONS TO THE CONTRARY, ALL THIRD-PARTY SOFTWARE COMPONENTS ARE PROVIDED “AS IS,” WITHOUT WARRANTIES OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED.
  • e. DISCLAIMERS. OTHER THAN AS EXPRESSLY SET FORTH ABOVE, ECLINICALWORKS DOES NOT MAKE ANY OTHER EXPRESS OR IMPLIED WARRANTEES, CONDITIONS, OR REPRESENTATIONS TO CUSTOMER, ANY OF ITS AFFILIATES OR ANY OTHER PARTY WITH RESPECT TO THE SOFTWARE, APPLICATIONS, SERVICES, PRODUCTS, DOCUMENTATION, OR DELIVERABLES PROVIDED HEREUNDER AND IN THE AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED.
  • f. LIMITATION OF LIABILITY. ECLINICALWORKS LIABILITY TO CUSTOMER FOR ANY LOSSES OR DAMAGES, IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF THE SUBJECT MATTER OF THE AGREEMENT AND THESE TERMS AND CONDITIONS SHALL BE LIMITED TO THOSE ACTUAL AND DIRECT DAMAGES WHICH ARE REASONABLY INCURRED BY CUSTOMER AND SHALL NOT EXCEED THE MONTHLY SUBSCRIPTION FEE PAID BY CUSTOMER WITH RESPECT TO THE SOFTWARE OR SERVICES GIVING RISE TO THE LIABILITY OVER THE MONTHS IN WHICH LIABILITY OCCURRED NOT TO EXCEED TWELVE (12) MONTHS. ECLINICALWORKS WILL NOT BE LIABLE FOR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF DATA, LOST PROFITS, OR LOSS OF GOODWILL IN ANY WAY ARISING FROM OR RELATING TO THE AGREEMENT AND THESE TERMS AND CONDITIONS, THE SOFTWARE, APPLICATIONS OR SERVICES, EVEN IF ECLINICALWORKS HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING.
  • g. No substitute for Professional Judgment. Notwithstanding anything to the contrary contained herein, Customer on behalf of itself, and its Providers and Customer Personnel acknowledge that the Software is not intended as a substitute for professional medical judgment and eClinicalWorks shall have no indemnification or liability obligations related to any failure to exercise such professional judgment. In the event that the Software or any report or information generated by the Software is used in connection with any diagnosis or treatment by Customer and/or any of Customer’s employees, agents, representatives, and the like, Customer agrees to accept all responsibilities in connection therewith, including responsibility for injury, damage, and/or loss related to such diagnosis or treatment, irrespective of whether such injury, damage and/or loss results from your use of the Software.
  • h. Non-Solicitation. Where allowable by law, during the term of the Agreement and for one year after the termination of the Agreement, Customer agrees not to directly or indirectly offer employment to or to hire any eClinicalWorks employee without the prior written consent of eClinicalWorks.

6. Confidentiality

  • a. Nondisclosure. As consideration for and as a condition to a Disclosing Party furnishing any Confidential Information to a Receiving Party, each party agrees (i) to affirmatively treat as private; (ii) not to disclose to any third party unless required by law, rule, regulation or court order or by any governmental, judicial or regulatory process; and (iii) except as permitted herein, not to copy or otherwise reproduce any Confidential Information. Each party warrants that it will apply commercially reasonable safeguards to protect the Confidential Information against unlawful or otherwise unauthorized access, use, or disclosure and that it will take any other steps reasonably necessary to safeguard Confidential Information. The pricing contained herein is considered eClinicalWorks Confidential Information and may not be disclosed to any third party without eClinicalWorks’ prior written consent.
  • b. Permitted Use of Confidential Information. Each party agrees that it shall not use Confidential Information for any purpose other than for the use or provision of the Software and services hereunder, as applicable. Each party may, however, disclose Confidential Information to employees acting on that party’s behalf and third-parties approved by eClinicalWorks (“Authorized Representatives”) who demonstrate a need to know such information for performing tasks on behalf of that party using the Confidential Information; provided, however, that no Authorized Representative shall use or disclose the Confidential Information in any manner other than as permitted by these Terms and Conditions. Each party agrees that before disclosing any Confidential Information to an Authorized Representative, the Authorized Representative shall be informed of the confidential nature of such information and shall agree to abide by these Terms and Conditions and their standards of confidentiality.
  • c. Notice of Required Disclosure. In the event that a party is required by any governmental, judicial or regulatory process or by any law, rule, regulation or court order (by oral questions; interrogatories; requests for production, information, or documents; subpoena; civil investigative demand; or any other similar process) to disclose any Confidential Information supplied to it or its to Authorized Representatives in the course of these dealings, it is agreed that the party who has received such request will provide the other party that the Confidential Information concerns or relates to with prompt written notice of such request(s) (if permitted) so that the other party may seek an appropriate protective order and/or waive compliance with the provisions of these Terms and Conditions.
  • d. Return of Confidential Information. Each party agrees that it will promptly return or destroy all Confidential Information and/or all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies, and excerpts of Confidential Information) following the occurrence of any event that makes the parties’ possession of the Confidential Information unnecessary or upon written request of the other party, without retaining any copy or reproductions thereof. Each party shall reasonably expunge electronic copies of such Confidential Information as is practicable and not prohibited by law. Confidential Information that cannot be returned or destroyed will be kept confidential and will continue to be subject to these Terms and Conditions for the term of this Agreement. Each party agrees that it will provide written certification of its compliance with this Section upon written request by the other party.
  • e. Remedies. The parties agree that the Confidential Information is of a special, unique, and extraordinary character and that disclosure or other use of such information in violation of these Terms and Conditions will cause immediate and irreparable harm. The parties agree that each party shall be entitled to seek injunctive relief to further prevent use and/or disclosure in addition to other remedies available to it in law or in equity for breach of these Terms and Conditions.
  • f. Notwithstanding the foregoing, nothing in these Terms and Conditions shall be construed to prohibit or restrict Customer from discussing problems and concerns with our Software or Services with other parties in accordance with the ONC Cures Act Final Rule.

7. Term and Termination

  • a. Automatic Renewal. Unless otherwise specified in the Agreement, upon expiration of the Initial Term, the Agreement shall automatically renew for successive one (1) year periods unless Customer or eClinicalWorks gives prior written notice of its intent to terminate the Agreement, at least sixty (60) days prior to the anniversary of the Effective Date.
  • b. Termination for Cause. eClinicalWorks may terminate the Agreement immediately without liability in the event that Customer (i) materially breaches the terms of the Agreement or these Terms and Conditions, including without limitation, sections 3 or 5(b) of these Terms and Conditions, (ii) makes a voluntary or involuntary assignment for the benefit of creditors or enters into bankruptcy proceedings, (iii) defaults in its payments of fees for two successive billing periods or causes its subscription to expire, or (iv) violates any laws or regulations applicable to the Software and services provided under the Agreement. Customer will still be financially responsible for payment of the Software and services used prior to the effective date of termination.
  • c. Data Transfer Options Upon Termination. Upon cancellation or termination by either party, Customer shall select a data transfer option as further described in Exhibit C. Once Customer receives the data from eClinicalWorks, Customer must review the data promptly to ensure its completeness. After Customer has received its data, it has thirty (30) days to ensure the data is complete. eClinicalWorks may permanently delete the data in Customer’s database if Customer does not notify eClinicalWorks within thirty (30) days of any discrepancies in the data received or if Customer does not select a Data Transfer Option within thirty (30) days of their termination date. eClinicalWorks is not responsible for any losses that may occur due to Customer’s failure to (i) request a Data Transfer Option, or (ii) notify eClinicalWorks of any discrepancies in the data received.

    • 8. Miscellaneous

    • a. Assignment. The Agreement and these Terms and Conditions shall bind and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns; provided, however, that such assignment shall not relieve either party of its obligations to the other as provided herein. Neither party may assign the Agreement in whole or in part without the prior written consent of the other party. Any attempted assignment, transfer or other conveyance in violation of the foregoing shall be null and void.
    • b. Force Majeure. A Force Majeure Event is an event beyond the control of a party that prevents or impedes a party from performing one or more of its contractual obligations under the Agreement or these Terms and Conditions, excluding Customer’s obligation to pay any amounts due, including but not limited to (i) war (whether declared or not), hostilities, invasion, act of foreign enemies, extensive military mobilization; (ii) civil war, riot, rebellion, and revolution, military or usurped power, insurrection, act of terrorism, criminal acts, sabotage, piracy, national and regional emergencies; (iii) currency and trade restriction, embargo, sanction, blockades; (iv) act of authority whether lawful or unlawful, compliance with any law or governmental order, expropriation, seizure of works, requisition, nationalization; (v) plague, epidemic, natural disaster or extreme natural event; (vi) explosion, fire, destruction of equipment, prolonged break-down of transport, telecommunication, information system, or energy; (vii) internet disruptions and cyberattacks; (viii) general labor disturbance such as boycott, strike and lock-out, go-slow, occupation of factories and premises (“Force Majeure Event”). The party claiming abatement of its obligation hereunder shall reasonably notify the other of the cause or event giving rise to such claim and shall take all reasonable steps to limit the effect and duration of such cause or event. The party invoking this clause is relieved from its duty to perform its applicable obligations under the Agreement and these Terms and Conditions and from any liability in damages or from any other contractual remedy for breach of contract for so long as the Force Majeure Event prevents or impedes performance by the affected party. The Agreement may be terminated by either party if the duration of the Force Majeure Event exceeds 60 days.
    • c. Excluded Party. Customer hereby represents and warrants that Customer and its employees, owners, directors and officers are not, and at no time have been, excluded from participation in any federally funded health care program, including, but not limited to, the Medicare and Medicaid programs (collectively, the “Governmental Program”). Customer hereby agrees to immediately notify eClinicalWorks of any threatened, proposed, or actual exclusion of it or its employees, owners, directors and officers from any Governmental Program. In the event that Customer or its employees, owners, directors and officers are excluded from participation in any Governmental Program during the term of the Agreement, or if at any time after the Effective Date it is determined that Customer is in breach of this Section, eClinicalWorks may, in its sole discretion, terminate the Agreement as of the effective date of such exclusion or breach.
    • d. Headings. The headings in these Terms and Conditions are for information and convenience only and shall not affect the construction thereof.
    • e. Entire Agreement. This Agreement sets forth the entire Agreement between eClinicalWorks and Customer with respect to the subject matter herein and supersedes any contemporaneous verbal agreements or prior electronic correspondences. Customer understands and agrees that the terms in this Agreement may be unilaterally changed by eClinicalWorks at any point during the term of this Agreement. No modification, amendment, waiver, termination, or discharge of this Agreement or any provisions hereof made by the Customer shall be binding upon eClinicalWorks unless confirmed by a signed written instrument.
    • f. Notices. Any notices (aside from notices from Customer to terminate the Agreement) required to be given by one party to another hereunder shall be deemed duly given when (i) sent in writing, postage prepaid, via certified or registered mail, with return receipt, (ii) sent via email to eClinicalWorks at notices@eclinicalworks.com, or (iii) sent via eClinicalWorks’ online portal. A notice from Customer to eClinicalWorks to terminate the Agreement shall only be deemed duly given when Customer creates a case to terminate the Agreement in eClinicalWorks’ online support portal. Notices sent via email or delivered via the online portal will be deemed given on the day received.
    • g. Governing Law. The Agreement and these Terms and Conditions’s validity, construction, and effect shall be governed by the laws of the Commonwealth of Massachusetts.
    • h. Arbitration. Any and all controversies, claims, or disputes arising out of, relating to, or connected with the Agreement, these Terms and Conditions, or Customer’s use of the services and/or the Software shall be referred to and settled by individualized arbitration administered by the American Arbitration Association ("AAA") in accordance with the provisions set forth under the AAA's Commercial Arbitration Rules and any other applicable rules and procedures ("Rules") by a panel of three arbitrators appointed in compliance with the Rules. This includes all disputes over arbitrability.
      • i. The Parties to the Agreement further acknowledge and agree that:
        • 1. the location of the arbitration, including the location of all arbitration hearings, shall be Boston, Massachusetts;
        • 2. the arbitral award shall address the costs and expenses of arbitration and all matters related thereto, including, the allocation of same between the parties;
        • 3. the award of the arbitrators shall be final and binding upon the parties; and
        • 4. the parties submit to the jurisdiction of the federal courts of Massachusetts for the purposes of ratifying any award made pursuant to arbitration proceedings conducted in accordance with this clause and/or may enforce the award through such courts.
      • ii. By using the services and/or the Software, Customer expressly waives its right to pursue all controversies, claims, or disputes in court and instead must submit any such controversies, claims, or disputes to arbitration as described above.
      • iii. Any legal fees or expenses incurred by Customer during any dispute, shall be the sole responsibility of Customer.
      • iv. EXCLUDED CLAIMS: The following are not subject to mandatory binding arbitration: eClinicalWorks’ claims against Customer for collection or payment of fees, or any other amounts due or payable to eClinicalWorks by Customer under the Agreement and these Terms and Conditions.
    • i. Waiver Of Class And Joint Claims: Any arbitration (or, if arbitration of the action is not permitted by law, litigation) shall be solely on behalf of an individual person, and shall not be consolidated or joined with the claims of any other person or brought on behalf of a putative class unless previously agreed to in writing by both eClinicalWorks and Customer. This provision shall survive the termination of the Agreement, regardless of the cause of such termination.
    • j. Disclosures. Customer acknowledges that it has read eClinicalWorks Mandatory Disclosures at https://www.eclinicalworks.com/resources/meaningful-use/ regarding the potential costs and limitations associated with eClinicalWorks Software and products./li>
    • k. Authority. Each representative signing the Agreement hereby represents that they are authorized to enter into the Agreement.
    • l. Counterparts. The Agreement may be executed in any number of counterparts which, when taken together, will constitute one original, and photocopy, facsimile, electronic or other copies shall have the same effect for all purposes as an ink-signed original. Each party hereto consents to be bound by electronic, photocopy or facsimile signatures of such party’s representative hereto.
    • m. Severability and Survivability. In the event any provision of the Agreement or these Terms and Conditions are held to be invalid or unenforceable, the remainder of the Agreement and these Terms and Conditions shall remain in full force and effect. The Sections of these Terms and Conditions that are intended to survive the expiration or termination of the Agreement shall include but are not limited to: 3(d), 3(e), 5(f), 5(h), 6, 8(g), 8(h), and 8(i).
    • n. Relationship. It is mutually understood and agreed that the relationship between the parties is that of independent contractors. Neither party is the agent, employee, or servant of the other. Nothing in the Agreement or these Terms and Conditions are intended to create any partnership, joint venture, lease or equity relationship, expressly or by implication between the parties.
    • o. In the event of any conflicting or inconsistent terms between the Agreement, the Terms and Conditions, and the ODA Terms and Conditions, the following order of precedence shall apply and the applicable terms shall govern: (1) the ODA Terms and Conditions, (2) the Agreement, and (3) these Terms and Conditions.

    Exhibits




    EXHIBIT A – eClinicalWorks Hosting Addendum

    Article 1
    Hosting Services

    • 1.1 eClinicalWorks Responsibilities. Subject to the terms of the Agreement and these Terms and Conditions, eClinicalWorks will: (a) make the Software and services using the web based software applications (“Hosted Applications”) available to Customer via the Internet based on a Cloud basis; (b) make the Documentation for the Hosted Applications available to Customer; and (c) provide to Customer a user name, password and other information required to use the Hosted Applications.
    • 1.2 Customer Responsibilities.
      • (a) Customer is responsible for: (i) procuring, at its expense, the necessary environment at the Customer’s location(s) to use the Hosted Applications via the Internet, including, without limitation, all computer hardware, software and equipment, Internet access and telecommunications services (collectively, the “Customer Systems”); (ii) complying with all laws, rules and regulations related to the Customer Systems; (iii) keeping its user name and password secret and confidential, and, for any communications or transactions that are made, using the same; (iv) changing its user name and password if it believes that the same has been stolen or might otherwise be misused; (v) maintaining security of its environment that it controls; (vi) verifying identity of users to whom it provides access to the information within the hosted application (vii) obligations under any third party agreements to which Customer is a party, including, without limitation, any agreement pursuant to which Customer procures the Customer Systems or any portion thereof, regardless of whether eClinicalWorks provides Customer with any assistance in such procurement.
      • (b) Customer shall bear all costs of obtaining, installing, and maintaining the Customer Systems.
    • 1.3 Definitions
      • (a) “Services” shall mean the Hosting services set forth in Section 1.4 below which are subject to payment of the Hosting fees.
      • (b) “System” shall mean the server(s) on which the Website is hosted and all other equipment utilized by eClinicalWorks to provide the Services hereunder.
      • (c) “Website” shall mean the URL or any eClinicalWorks domain provided to the Customer to access the Hosted Application.
      • (d) “Documentation” means the user and technical manuals and other documentation provided or made available to Customer describing the Hosted Applications’ features, functionalities, requirements and specifications.
    • 1.4 Services to be provided.
      • (a) eClinicalWorks shall provide all hosting-related maintenance including back-ups, server maintenance, and trouble-shooting.
      • (b) Network Connectivity. eClinicalWorks shall provide the Website with connection to the Internet for approximately twenty-four (24) hours seven days a week excluding periods of time necessary for Website maintenance and Internet performance issues. eClinicalWorks reserves the right to have planned outages for hardware and software maintenance.
      • (c) Administration. eClinicalWorks shall provide regular routine and other systems administration and support services necessary to maintain the Website. eClinicalWorks shall provide Customer with one (1) business day of notice prior to service interruptions due to planned maintenance. Any service interruption for planned maintenance shall not exceed the time reasonably necessary to complete such maintenance.
      • (d) Security. eClinicalWorks shall take reasonable measures to prevent unauthorized access to the Website. In this regard, eClinicalWorks shall use at least the same security measures it uses to protect its own proprietary information. For security and administrative reasons only, the hosted application support and maintenance team will have access to all files on the server. eClinicalWorks is not responsible if Customer makes changes to default security settings which allow access to Customer data.
    • 1.5 Acceptable use policy.
      • (a) Acceptable Use Policy. Customer shall use the Hosted Applications only for lawful purposes, in compliance with all applicable laws. Customer shall be responsible for all use of the Hosted Applications by its Providers and Customer Personnel, regardless of whether such use is known to or authorized by Customer. The Hosted Applications are provided for use in conformance with the terms and conditions of the Agreement and these Terms and Conditions. eClinicalWorks reserves the right to investigate suspected violations of the Agreement and/or these Terms and Conditions. If eClinicalWorks becomes aware of possible violations, eClinicalWorks may initiate an investigation including gathering information from Customer and examination of material on eClinicalWorks’ servers. During the investigation, eClinicalWorks, in its sole discretion, may suspend access to the Website, Hosted Application, and/or remove the Website content and other material from eClinicalWorks’ servers. If eClinicalWorks determines, in its sole discretion, that a violation of the Agreement and/or these Terms and Conditions has occurred, it may take responsive action, including, without limitation, permanent removal of the Website content, or any portion thereof, from eClinicalWorks’ servers, issuance of warnings to Customer or the suspension or termination of the Agreement.
      • (b) Passwords. Customer is responsible for maintaining the confidentiality of any password(s) and access codes used to access the Hosted Applications and Website, and is fully responsible for all activities that occur under those password(s) and access codes. Customer agrees to notify eClinicalWorks immediately of any unauthorized use of its password(s). Customer shall be solely responsible for the security of its passwords. Continued failure by Customer to maintain password security may result in the suspension or termination of Services.
    • 1.6 System Security. Customer shall be prohibited from using the Services to compromise the security of the Services, the System, the Website, Hosted Application, or any other website on the Internet. Customer use or distribution of tools designed for compromising security is strictly prohibited, including, without limitation, password guessing programs, cracking tools, penetration and vulnerability scans or network probing tools. If Customer is involved in violations of security, eClinicalWorks reserves the right to release identification information of Customer to systems administrators at other websites in order to assist them in resolving security incidents. eClinicalWorks shall also fully cooperate with law enforcement authorities in investigating suspected lawbreakers.
    • 1.7 System Monitoring. eClinicalWorks reserves the right to monitor the System electronically from time to time and to access and disclose any information as permitted or required by any law or regulation, to operate its System properly, or to protect itself or other Customers, provided that, eClinicalWorks shall provide Customer prior notice of any such disclosure. eClinicalWorks shall fully cooperate with law enforcement authorities in investigating suspected violators. It is not eClinicalWorks’ intention that the Services, System or eClinicalWorks’ facilities be used in contravention of the Communications Decency Act of 1996, 47 U.S.C. Section 223, or any other applicable law. Customer shall indemnify and defend eClinicalWorks for any claims, suits, losses or actions against eClinicalWorks arising from, related to or in connection with any violation by Customer of the Communications Decency Act.
    • 1. 8 Warranty of Content. In addition to the warranties set forth in these Terms and Conditions, the parties to the Agreement warrant that they shall not use on the Website any content or other intellectual property that: (i) infringes on the intellectual property rights or any rights of publicity or privacy of any third party; (ii) violates any law, statute, ordinance or regulation (including, without limitation, laws and regulations governing export control, unfair competition, antidiscrimination or false advertising); (iii) is defamatory, libelous, unlawfully threatening or unlawfully harassing; (iv) is obscene, child pornographic or harmful to minors; or (v) contains any viruses, Trojan horses, worms, time bombs, bots or other computer programming including routines that interfere with, are intended to damage, surreptitiously intercept or expropriate any system, data or personal information or eClinicalWorks infrastructure. Violations of this Section not only constitute a material breach of the Agreement and these Terms and Conditions and trigger immediate termination by a party not in breach, but may also subject such party to criminal and/or civil liability.

    Article 2
    Compliance with Laws.

    • 2.1 Compliance with Laws
      • (a) The parties shall comply with all applicable laws and regulations concerning security and privacy with respect to their obligations under the Agreement and these Terms and Conditions, including, without limitation, the Health Insurance Portability and Accountability Act of 1996 and all regulations promulgated there under (“HIPAA”).

    Article 3
    Service Levels

    • 1. Availability
      • A. Uptime

        • eClinicalWorks agrees that the Hosted Applications will be available 99.9% of the time during the hours of 5:00 AM to 12:00 AM local time of the data center, seven (7) days per week (the “Up-Time Commitment”). The Up-Time Commitment will be measured monthly.

      • B. Exclusions

        Calculation of the Up-Time Commitment shall exclude unavailability of the Hosted Applications caused by any of the following:

        • i. Scheduled, announced downtime for maintenance; provided, however, that such downtime shall not exceed two (2) hours, per event, unless the parties mutually agree otherwise; eClinicalWorks has a daily maintenance windows from 1AM-3AM local standard time of the data center.
        • ii. Failures in the Internet that are outside eClinicalWorks’ control;
        • iii. Hardware, communication lines or application problems (e.g., Internet, ISDN, DSL, etc.) of Customer that prevent/disrupt access; or
        • iv. Failures by Customer to comply with the eClinicalWorks’ specifications outlined in the Documentation for the Hosted Applications.
      • C. Broadband Requirements
        • (a) It is Customer’s responsibility to provide internet service provider (ISP). eClinicalWorks uses Transport Layer Security (TLS) connectivity to eClinicalWorks’ collocation facility with bandwidth to support application services selected by Customer for performance and usability.
        • (b) The eClinicalWorks Service Levels above are based on eClinicalWorks hardware requirements.
      • D. Failover and Disaster Recovery.

        • For eClinicalWorks Cloud customers, additional details for failover and disaster recovery overview may be found at https://www.eclinicalworks.com/failover-disaster-recovery-overview/




    EXHIBIT B – Business Associate Addendum

    This Business Associate Addendum (“Addendum”) sets forth in writing certain understandings and procedures governing eClinicalWorks’s use of protected health information as that term is defined under the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act, and any regulations adopted under those laws by the United States Department of Health and Human Services and as those regulations may be amended from time to time.

    • 1. Definitions
      • a. Catch-all definition: The following terms used in this Addendum (whether or not capitalized) shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required By Law, Secretary, Subcontractor, Unsecured Protected Health Information, and Use.
      • b. Specific definitions:
        • i. eClinicalWorks. “eClinicalWorks” shall generally have the same role as a “business associate” under 45 C.F.R. § 160.103, and in reference to the party to this Addendum shall refer to the entity defined as eClinicalWorks above.
        • ii. Customer. “Customer” shall generally have the same meaning as the term “covered entity” at 45 C.F.R. § 160.103, and in reference to the party to this Addendum, shall refer to the entity defined as Customer above.
        • iii. HIPAA Rules. “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 C.F.R. Part 160 and Part 164.
        • iv. Successful Security Incident. "Successful Security Incident" shall mean a security incident that results in the unauthorized access, use, disclosure, modification, or destruction of Protected Health Information.
        • v. Unsuccessful Security Incident. “Unsuccessful Security Incident” shall mean a security incident that does not result in unauthorized access, use, disclosure, modification, or destruction of PHI (including, for example, and not for limitation, pings on Business Associate’s firewall, port scans, attempts to log onto a system or enter a database with an invalid password or username, denial-of-service attacks that do not result in the system being taken off-line, or malware such as worms or viruses).
    • 2. Obligations and Activities of eClinicalWorks
      • a. eClinicalWorks agrees to:
        • i. Not use or disclose Protected Health Information other than as permitted or required by this Addendum or as required by law;
        • ii. Use appropriate safeguards, and comply with Subpart C of 45 C.F.R. Part 164 with respect to electronic Protected Health Information, to prevent use or disclosure of Protected Health Information other than as provided for by this Addendum;
        • iii. Report to Customer in writing any use or disclosure of Protected Health Information not permitted under this Addendum of which eClinicalWorks becomes aware, including breaches of Unsecured Protected Health Information as required at 45 C.F.R. § 164.410 and any Successful Security Incident, within thirty (30) business days (or sooner if required by applicable state law) of any Breach or Successful Security Incident. The Parties acknowledge and agree that this Section constitutes notice by Business Associate to Covered Entity of the ongoing existence and occurrence of Unsuccessful Security Incidents;
        • iv. In making any written report under Section 2(a)(iii) of this Addendum, abide by any reasonable written breach notification procedures actually received by eClinicalWorks from Customer;
        • v. In accordance with 45 C.F.R. §§ 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any subcontractors that create, receive, maintain, or transmit Protected Health Information on behalf of eClinicalWorks agree to the substantially same restrictions, conditions, and requirements that apply to eClinicalWorks with respect to such information;
        • vi. Make available Protected Health Information in a Designated Record Set to Customer as necessary to satisfy Customer’s obligations under 45 C.F.R. § 164.524 within thirty (30) business days of receipt of such request. Customer agrees to maintain and properly store a copy of all Protected Health Information used by or disclosed to eClinicalWorks;
        • vii. Make any amendment(s) to Protected Health Information in a Designated Record Set as directed or agreed to by Customer pursuant to 45 C.F.R. § 164.526, or take other measures as necessary to satisfy Customer’s obligations under 45 C.F.R. § 164.526;
        • viii. Maintain and make available the information required to provide an accounting of disclosures to the Customer as necessary to satisfy Customer’s obligations under 45 C.F.R. § 164.528 by providing such information within thirty (30) business days of receipt of such request;
        • ix. To the extent eClinicalWorks is to carry out one or more of Customer’s obligation(s) under Subpart E of 45 C.F.R. Part 164, comply with the requirements of Subpart E that apply to Customer in the performance of such obligation(s); and
        • x. Make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules.
    • 3. Permitted Uses and Disclosures by eClinicalWorks
      • a. eClinicalWorks may use or disclose Protected Health Information as necessary to perform the services set forth in the Addendum or under any other agreement now or hereinafter in place between Customer and eClinicalWorks. eClinicalWorks is also authorized to aggregate data or de-identify the information in accordance with 45 C.F.R. § 164.514(a)–(c). eClinicalWorks may use aggregated data or de-identified information for the purpose of testing or maintaining its software, product development and improvement, or for any other purpose permitted by law. eClinicalWorks may disclose aggregated data or de-identified information to affiliates and third party vendors used by Customer for the purpose of providing services to Customer and for the purpose of product improvement.
      • b. eClinicalWorks may use or disclose Protected Health Information as required by law.
      • c. eClinicalWorks will, to the extent practicable, use and disclosure Protected Health Information consistent with minimum necessary standards in order to carry out the intended purpose of the use or disclosure.
      • d. eClinicalWorks may not use or disclose Protected Health Information in a manner that would violate Subpart E of 45 C.F.R. Part 164 if done by Customer except for the specific uses and disclosures set forth below.
      • e. eClinicalWorks may use or disclose Protected Health Information for its proper management and administration or to carry out the eClinicalWorks’s legal responsibilities.
      • f. eClinicalWorks may use Protected Health Information to report violations of law to appropriate federal and state authorities, consistent with 45 CFR 164.502(j)(1).
    • 4. Provisions for Customer to Inform eClinicalWorks of Privacy Practices and Restrictions
      • a. Customer shall notify eClinicalWorks of any limitation(s) in Customer’s notice of privacy practices under 45 C.F.R. § 164.520, to the extent that such limitation may affect eClinicalWorks’s use or disclosure of Protected Health Information.
      • b. Customer shall notify eClinicalWorks of any changes in, or revocation of, the permission by an individual to use or disclose his or her Protected Health Information, to the extent that such changes may affect eClinicalWorks’s use or disclosure of Protected Health Information.
      • c. Customer shall notify eClinicalWorks of any restriction on the use or disclosure of Protected Health Information that Customer has agreed to or is required to abide by under 45 C.F.R. § 164.522, to the extent that such restriction may affect eClinicalWorks’s use or disclosure of Protected Health Information.
    • 5. Permissible Requests by Customer
      • a. Customer shall not request eClinicalWorks to use or disclose Protected Health Information in any manner that would not be permissible under Subpart E of 45 C.F.R. Part 164 if done by Customer, except that eClinicalWorks may use or disclose Protected Health Information as described above.
    • 6. Term and Termination
      • a. Term. The Term of this Addendum shall be effective as of the Effective Date, and shall continue according to the terms of the Agreement or on the date Customer terminates for cause as authorized in paragraph (b) of this Section, whichever is sooner.
      • b. Termination for Cause. eClinicalWorks authorizes termination of this Addendum by Customer, if Customer determines eClinicalWorks has violated a material term of this Addendum and eClinicalWorks has not cured the breach or ended the violation within thirty (30) business days after written notice from Customer of the violation and associated term of this Addendum.
      • c. Obligations of eClinicalWorks Upon Termination. Upon termination of this Addendum for any reason, eClinicalWorks, with respect to Protected Health Information received from Customer, or created, maintained, or received by eClinicalWorks on behalf of Customer, shall:
        • i. Retain only that Protected Health Information which is necessary for eClinicalWorks to continue its proper management and administration or to carry out its legal responsibilities;
        • ii. Return to Customer or, destroy the remaining Protected Health Information that eClinicalWorks still maintains in any form;
        • iii. Continue to use appropriate safeguards and comply with Subpart C of 45 C.F.R. Part 164 with respect to electronic Protected Health Information to prevent use or disclosure of the Protected Health Information, other than as provided for in this Section, for as long as eClinicalWorks retains the Protected Health Information;
        • iv. Not use or disclose the Protected Health Information retained by eClinicalWorks other than for the purposes for which such Protected Health Information was retained and subject to the same conditions set out at Section 3(e) of this Addendum; and
        • v. Return to Customer or destroy the Protected Health Information retained by eClinicalWorks when it is no longer needed by eClinicalWorks for its proper management and administration or to carry out its legal responsibilities.
        • vi. In the event eClinicalWorks determines that returning or destroying the Protected Health Information is infeasible, eClinicalWorks shall continue to extend the protections to such Protected Health Information as required by the HIPAA Rules and limit further use and disclosure for so long as eClinicalWorks retains such Protected Health Information.
      • d. Survival. The obligations of eClinicalWorks under this Section shall survive the termination of this Addendum.
    • 7. Miscellaneous
      • a. eClinicalWorks Contact Information. Please report any incidents involving PHI to privacy@eclinicalworks.com.
      • b. Regulatory References. A reference in this Addendum to a section in the HIPAA Rules means the section as in effect or as amended.
      • c. Amendment. Customer and eClinicalWorks mutually agree that eClinicalWorks may amend this Addendum from time to time as is necessary for compliance with the requirements of the HIPAA Rules and any other applicable law.
      • d. Interpretation. Any ambiguity in this Addendum shall be interpreted to permit compliance with the HIPAA Rules.



    DATA TRANSFER OPTIONS

    eClinicalWorks® (eCW) provides multiple options for customers to obtain patient data from the eClinicalWorks Electronic Health Record (EHR). For more information on or assistance with any of the following options, create a support case on the my.eclinicalworks.com Customer Portal.

    If applicable, indicate the preferred data transfer option:

    C-CDA Export for Single or Multiple Patients: This option enables customers to export patient C-CDA data through a self-service function in the eClinicalWorks application without any assistance from eCW. For more information about downloading C-CDA, refer to the C-CDA Data Portability users guide, which is available on the my.eclinicalworks.com Customer Portal: Modern View > Knowledgebase > Product Documentation > Documents > Search for “C-CDA”. Customers can utilize this option at any time if they have access to the EHR software.

    The C-CDA file includes the 2015 Edition Consolidated Clinical Data Set data elements, including Patient Demographics, Smoking Status, Problem List, Medication List, Laboratory Tests and Results, Vital Signs, Procedures, Care Team Members, Immunizations, Unique Device Identifiers, Assessments, Treatment Plan, Goals, and Health Concerns. The C-CDA does not provide all Electronic Health Information (EHI) or a comprehensive data export. Refer to the other options described in this document for more comprehensive patient data options.

    Cost: None.

    Certified EHI Export Functionality: As required by the ONC Health IT Certification Program, eCW offers EHI Export functionality certified to the requirements at §170.315(b)(10). This enables a defined set of users to create an export of all EHI stored in the eClinicalWorks EHR for a single patient, or to initiate a request for the export of all EHI stored in the eClinicalWorks EHR for an entire patient population.

    Single Patient EHI Export:

    A single patient EHI export is downloaded to a designated user’s local computer in comma-separated value (csv) format via the eClinicalWorks EHI Export Utility, available on the Microsoft app store. Documentation of the export format is available at ehi.eclinicalworks.com. Prior to generating an export, the EHI Export Utility app must be installed on a computer connected to the EHR. Refer to the EHI Export user guide available on the my.eclinicalworks.com Customer Portal for further details. Revenue Cycle Management (RCM) customers must perform a separate export for RCM data (each export will download to the user’s computer as a separate zip file).

    Patient Population EHI Export (Unencrypted Database Backup):

    A patient population EHI export must be initiated by opening a support case on the my.eclinicalworks.com Customer Portal. Documentation of the export formats is available at ehi.eclinicalworks.com. Because it is part of a database backup, the patient population EHI export includes content in addition to the EHI defined in the export format documentation.

    The Patient Population EHI Export provides an unencrypted copy of the database backup, which contains all EHR data (including structured and free-text notes associated with a patient’s chart as well as scanned documents).

    This option is provided in a relational database format (SQL format for MySQL® database customers and BAK format for cloud-hosted customers and Microsoft® SQL Server® [MSSQL] hosted customers). This requires a database administrator to extract and convert the data to a human readable format, if required. It is the responsibility of the customer’s IT department or new EHR vendor to extract and migrate the data. Data is provided securely in Microsoft Azure®, which will only be shared with the practice’s public static IP address.

    Cost: None.

    Focused Data Set Extraction: This option provides the following patient data in human readable format:

    Patient Demographics and Appointments in TXT format.

    Locked Progress Notes in read-only HTML format (all Progress Notes must be locked by the practice prior to export).

    Patient Documents in native format with index file.

    Pink Paper Clips (interface results) in read-only HTML format with index file.

    Immunizations in TXT format.

    Problem Lists in TXT format.

    Financial reports are not included in this option and can be extracted from the EHR application via eBO®.

    Data is provided securely in Microsoft Azure, which will only be shared with the practice’s public static IP address.

    In addition to the aforementioned human readable extracts, this option also includes a Patient Population EHI Export.

    Medical Summaries in read-only HTML format may also be requested as part of the Focused Data Set Extraction for no additional fee but will increase the timeline to receive your data.

    Cost: Customer will pay the then-current rate for this option as of the date of termination.

    Custom requests for additional elements and PDF conversions may incur additional charges.