2023-047 - Laserfiche WebLink

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lists and information, business forecasts, sales information, marketing plans and other business information; (d) pricing with respect to any and all of Everside's Services or products or proposed Services or products; and (e) any information that may be made known to the other and which the other has received that each Party shall be obligated to treat as confidential or proprietary, whether or not marked as confidential. 1.5 "Eligibility File" means a census file that Client, or its service provider, issues to Everside to determine Members who are eligible to receive Everside Services. Client hereby represents that all individuals listed on an Eligibility File shall be Eligible Members. 1.6 "Good Cause" means personal misconduct that materially disrupts the delivery of Everside Services; a breach of this Agreement by the Physician or Provider that has not been cured; the loss of license to practice medicine by the Physician or loss of license/certification by a Provider; or the conviction of the Physician or Provider of any crime punishable as a felony involving immoral conduct. 1.7 "Medical Team" means the one (1) full-time nurse practitioner and two (2) full- time medical assistants contracted to staff the Everside Health Center ("Standard Staffing"); plus the one (l) full-time advanced practice provider (i.e., a nurse practitioner or a physician assistant) that may be contracted to staff the Everside Health Center once patient utilization of available appointments meets or exceeds 66% and upon approval by the Client ("Supplemental Staffing"). Furthermore, if elected by Client, the Medical Team also means the one or more dietician(s) and/or LCSW(s) contracted to staff the Everside Health Center. Everside shall be responsible for the selecting and retaining of the physicians and non -physician practitioners. Everside will use its best efforts to promptly staff the Everside Health Center. However, Client agrees that Everside may utilize temporary staffing coverage having at least the same level of designation, including but not limited to virtual physicians and non -physician practitioners or those with varying licenses, which may temporarily impact Everside Services to some extent. If any Physician or Provider is temporarily absent, Everside will make reasonable efforts to obtain appropriate fill-in coverage. The Parties understand that fill-in coverage may not always be available for absences occurring with little notice. 1.8 "Members" or `Eligible Members" means the following individuals who shall have access to the Everside Health Center as provided in Section 2.2 of this Agreement: Client's current employees as of the month of the relevant census who are eligible for and participating in Client's health plan and spouses, partners, dependent children 2 years of age and older and others participating in Client's health plan through those participating employees. To the extent that Client has chosen to include Medicare Part B Primary beneficiaries in its plan documents, Client agrees to be fully and solely responsible for all covered Everside items and Services for any such beneficiary listed on any eligibility census file that Client provides to Everside. Everside shall not submit any claim or fee for service to Medicare, Medicaid, or any other payor. 1.9 "Physician" means a duly licensed physician, when one is part of the Medical Team, who is contracted to furnish the professional medical services and/or provide collaborative or supervisory services which are a component of Everside Services to Members. 1.10 "Provider" means a duly licensed nurse practitioner or physician assistant who is c 2022 L%rr.idr Ileallh. ILC, All rigihts resened. Confidential 2