Version 2019 (07.01.2019)
This Schedule, together with the Proposal, Master Service Terms and all ancillary agreements thereto, and the CareServ AUP, set forth the terms that apply to the consulting regarding business products, security design, EHR implementation, and database optimization (the “Consulting Services," which shall be a "Service" under the Master Service Terms) provided by CareServ Technologies, LLC ("CareServ") to Customer. This Schedule contains terms that are in addition to, and not instead of, the Proposal, the Master Service Terms, the CareServ AUP, and all other agreements executed by and between the parties. Capitalized terms used but not otherwise defined herein shall have the same meanings given for such terms in the Master Service Terms.
- To the extent detailed in the Proposal, CareServ agrees to perform and provide to Customer, and Customer does at this moment accept the Consulting Services outlined in the Statement of Work by and between CareServ and Customer. CareServ may also provide Customers with other Services relating to that, as described in a proposal or a subsequent Statement of Work by and between CareServ and Customer.
- CareServ Obligations. CareServ will provide all materials, equipment, and services that it may need to perform its duties. When on Customer’s premises or accessing Customer Software or Customer Equipment, CareServ and its personnel shall comply with all of the Customer's applicable safety, security, and access rules.
- Customer Obligations.
- Notwithstanding CareServ's obligations to provide materials, equipment, and services, the Customer shall provide any specialized materials and equipment as described in the Proposal and/or Statement of Work and as necessary to complete the Services. If the Customer requires and CareServ agrees that one or more of CareServ’s representatives work on-site at the Customer’s premises, the Customer will provide appropriate accommodations and workspaces with telephone and network access. The customer will provide all necessary security access to the location where the Services are to be delivered, provided that CareServ and its representatives comply with all reasonable safety and security procedures. CareServ shall provide Services during the Customer’s regular business hours or at such other times as the parties may mutually agree, and the Customer will provide appropriate, timely access to the work area during the agreed-upon work hours.
- Customer shall also provide access to Customer personnel and Customer-specific information including, but not limited to, the following: application personnel knowledgeable about Customer’s systems; operations personnel knowledgeable about application administration and problem resolution flow; and management personnel knowledgeable about the Project and able to resolve issues that may occur. Such Customer personnel shall be designated in advance and shall be reasonably available to CareServ during regular business hours, provided that CareServ shall use reasonable efforts to schedule appointments in advance with such personnel.
Ownership of Deliverables
- Conditional upon CareServ receiving from Customer all amounts due and payable according to the Agreement, Customer shall own the Deliverables, and CareServ as a result of this transfers all right, title and interest in the Deliverables to Customer.
- CareServ represents and warrants to the Customer that the Consulting Services will be performed reasonably and professionally; PROVIDED; HOWEVER, THAT CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY SHALL BE REPERFORMANCE OF THE APPLICABLE CONSULTING SERVICES.
- THE WARRANTY OUTLINED IN SECTION 4(a) SHALL APPLY ONLY TO THE CONSULTING SERVICES DESCRIBED HEREIN AND DOES NOT APPLY TO ANY OTHER SERVICE. THIS SCHEDULE STATES THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE BY CARESERV TO PROVIDE THE CONSULTING SERVICES DESCRIBED HEREIN AND ANY BREACH BY CARESERV OF THE WARRANTY SET FORTH HEREIN
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