4.4. SR 09-16-2019 - Laserfiche WebLink

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Fairview Health Services Guarantor Agreement Indemnification. Each party to this Agreement shall indemnify, defend, and hold harmless the other party hereto against any and all claims,judgments, damages, costs and expenses (including reasonable attorney's fees and costs) arising from the negligent operations, acts or omissions of the indemnifying party, its employees, agents, and representatives while engaged in activities within the scope of this Agreement. Guarantor's indemnification responsibility is subject to the limitations and immunities in Minnesota. Dispute Resolution. For all controversies, claims and matters of difference ("Disputes") arising out of this Agreement, the parties hereby agree to promptly discuss and enter into a settlement process with respect to such Disputes. Access to Records. Both parties agree to keep and maintain records on the Services provided as may be required by fiscal intermediaries, federal, state, or local governmental agencies, accreditation agencies or other parties. Confidentiality. The Minnesota Government Data Practices Act ("MGDPA"), MN Statutes Chapter 13 is incorporated herein. The parties agree that the MGDPA applies only to the services relevant to this Agreement, and to the minimum extent required by law. HIPAA. All medical information and/or data concerning specific patients (including, but not limited to, the identity of the patients), derived from or obtained during the course of this Agreement, shall be treated by both parties as confidential so as to comply with all applicable state and federal laws and regulations regarding confidentiality of patient records, and shall not be released, disclosed, or published to any party other than as required or permitted under applicable laws. The parties shall to the extent applicable, comply with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and the Health Information Technology for Economic and Clinical Health Act ("HITECH"), and the regulations thereunder as amended to ensure the protection of Protected Health Information ("PHP') as defined therein. The parties further agree to amend this Agreement as necessary to comply with HIPAA and HITECH and if an agreement cannot be reached, this Agreement will immediately terminate. If Guarantor expects to receive PHI as a result of the services provided in Exhibit A, Guarantor will be responsible for collecting any necessary consent required by HIPAA or the Minnesota Health Records Act for such services. This provision shall survive termination of this Agreement. Assignment. This Agreement binds the heirs, executors, successors and assigns of the respective parties. This Agreement may not be assigned by either party (other than to an affiliate or subsidiary which shall assume the obligations of its assignor by written instrument) without the written consent of the other party,which shall not be unreasonably withheld or delayed. Independent Contractors. The parties are independent contractors of one another under this Agreement and neither party is authorized to act as an agent for or incur obligations on behalf of the other party. No Third Party Beneficiaries. The parties agree that the terms of this Agreement shall apply only to themselves and are not for the benefit of any third party beneficiaries. Entire Agreement; Non-Exclusive. This Agreement and any attachments hereto shall constitute the entire Agreement between the parties and supersedes all prior agreements, oral or written, with respect to the subject matter hereof. This Agreement is not intended to be an exclusive arrangement between the parties hereto and each party is free to enter into agreements with other third parties for the same or similar services. Page 2 of 5