Last updated: June 22nd, 2025
These Enterprise Terms of Service (“Terms”) supplement and govern the Codex Health Order Form (“Order Form”) between Codex Health, Inc. and the Customer named in the Order Form. Capitalized terms that are used but not defined herein have the meaning set forth in the Order Form. These Terms, together with the Order Form executed by the Parties, along with any additional documents incorporated herein or incorporated in the Order Form shall constitute the “Agreement” between the Parties. The Effective Date of the Agreement shall be the date that the Order Form has been signed by both parties. Please read these Terms and documents associated with the Agreement carefully before using the Codex Services. These Terms contain, among other things, warranty disclaimers, liability limitations, and use limitations.
1. Order Forms; Access to the Service
Subject to Customer’s compliance with the provisions of the Agreement (including any limitations and restrictions set forth on the Order Form), Codex grants Customer the right to access and use the services specified in the Order Form (collectively, the “Service,” or “Services”) during the Term (as defined below) for the internal business purposes of Customer, only as provided herein and only in accordance with Codex’s applicable User Documentation, available at help.codexhealth.com. An “Enrolled Patient” is defined as an individual (a) who installs Codex’s user-facing remote patient monitoring application, made generally available to download (the “Allie App”) and creates an account, (b) whose account Enrolled Patient has self-authenticated, and (c) who Customer enrolls to receive health care. Customers and Enrolled Patients must have a doctor-patient relationship, which is between Customer and Enrolled Patient, and not with Codex.
Codex is not a provider of medical services. The Codex care team will only provide education, health coaching, and support to Customer’s Enrolled Patients. Customer retains responsibility for the provision of care to its Enrolled Patients. All services provided by Codex are provided under the supervision of the Customer’s clinical care team.
The Codex Service does not provide real-time monitoring or immediate detection of adverse health events. The Service is not intended for use in emergency or urgent care situations, nor is it a substitute for professional medical judgment, diagnosis, or treatment. The Service is not monitored continuously, and information submitted through or generated by the system is not reviewed in real time. Customer must not rely on the Service for any condition requiring prompt medical attention.
2. Support
Codex will provide support and uptime for the Service in accordance with the Service Level Agreement incorporated into the Order Form. The Parties acknowledge that the Services may require an API integration between Codex’s and Customer’s technical systems (allowing each Party to access the others’ technical systems).
3. Service Updates
From time to time, Codex may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to these Terms and this Agreement; provided that Codex shall have no obligation under the Agreement or otherwise to provide any such Updates. Should Codex provide any Updates to Services during the Term, Codex agrees to make such Updates available to Customer. Customer understands that Codex may cease supporting old versions or releases of the Services at any time in its sole discretion; provided that Codex shall use commercially reasonable efforts to give Customer thirty (30) days prior notice of any major changes. Codex represents and warrants that it will support the version of the Services purchased under the Order Form for the duration of the Term of the Agreement.
4. Ownership; Restrictions; Feedback
As between the Parties, Codex retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Codex for the purposes of the Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on the Order Form) shall be deemed a part of the “Services” and subject to all of the terms and conditions of the Agreement.
Without limiting the foregoing, and subject to the terms and conditions of the Agreement, Codex hereby grants to Customer a limited, non-exclusive, non-transferable, non-assignable license to use the Services, during the Term of the Agreement and in accordance with the terms of the Agreement, solely for Customer’s own business purposes, and not for any purpose which competes with Codex’s provision of these Services. Except as expressly authorized in the Agreement, Customer may not copy or modify the Services, in whole or in part.
Subject to the limited rights expressly granted hereunder, Codex reserves and, as between the Parties, shall solely hold all right, title, and interest in and to the Services. All intellectual property rights created in connection with the Services will vest upon creation solely to Codex, and to the extent that sole ownership does not originally so vest, such intellectual property rights are hereby automatically and irrevocably assigned by Customer to Codex. No rights or licenses are granted except as expressly and unambiguously set forth in the Agreement.
Specifically excluding any projects performed between Customer and Codex under separate contractual arrangement, Customer may from time to time provide suggestions, comments or other feedback to Codex directly relating to the Service (“Feedback”). Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for Codex notwithstanding anything else. Feedback shall not include any separate or background intellectual property of Customer owned, patented, or otherwise perfected prior to entering into the Agreement. Customer shall, and hereby does, grant to Codex a nonexclusive, worldwide, irrevocable, perpetual, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in the Agreement shall impair Codex’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.
5. Fees; Payment
Customer shall pay Codex the fees for the Service as set forth in the Order Form (“Fees”). Unless otherwise specified in the Order Form, all Fees shall be invoiced in advance and all undisputed invoices issued under the Agreement are payable in U.S. dollars within sixty calendar (60) days from date of invoice receipt. Customer shall be responsible for all taxes associated with the Services (excluding taxes based on Codex’s net income). All Fees paid are non-refundable and are not subject to set-off. Pricing for the Services shall remain firm for the Initial Term established under the Order Form. On or before the payment due date under the invoice, Customer shall provide Codex written notice of any fees disputed in good faith, and the reasons therefore. The Parties shall work in good faith to resolve any billing or fee dispute within sixty (60) days after identification of such dispute. If the Parties are unable to resolve a fee dispute within such sixty (60)-day period, either Party may seek any legal or equitable relief available to it. Upon termination of the Agreement for any reason other than for Customer’s breach of the Agreement, Codex agrees to reimburse Customer for all Services not performed or received by Customer through the date of termination, and for any prepaid license fees, on a pro-rata basis, for Services that were not used due to the termination.
6. Restrictions
Except as expressly set forth in the Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; (vi) use the Service to build an application or product that is competitive with any Codex product or service; (vii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (viii) bypass any measures Codex may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (ix) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Service (or any information, data or content made available through the Service ), whether through use of manual or automated means, or (x) use the Service in a manner that violates applicable laws or regulations. Customer is responsible for all of Customer’s activity in connection with the Service, including but not limited to uploading Customer Data (as defined below) onto the Service. Customer (A) shall use the Service in compliance with all applicable local, state, national laws and regulations in connection with Customer’s use of the Service (including those related to data privacy, export laws and the transmission of technical or personal data laws), and (B) shall not use the Service in a manner that knowingly violates any third party intellectual property, contractual or other proprietary rights.
7. Confidentiality and Customer Data
7.1 Customer Data. “Customer Data” shall mean any data, information or other material provided, uploaded, or submitted by Customer or its corporate affiliates, subsidiaries, or member companies to the Service in the course of using the Service. Customer shall retain all right, title, and interest in and to the Customer Data. Customer, not Codex, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership or right to use of all Customer Data. As required and in full compliance with the Business Associate Agreement (“BAA”) entered into between Customer and Codex, Codex shall use commercially reasonable efforts to maintain the security and integrity of the Service and the Customer Data. Customer is responsible for the use of the Service by any person to whom Customer has given access to the Service, even if Customer did not authorize such use. Codex shall only use Customer Data to the extent permitted under the Agreement, and Business Associate Agreement, if applicable. Codex shall provide to Customer at any time, upon Customer’s request, a complete list of all third-party service providers and technology partners who receive or have access to Customer Data as part of their provision of services to Codex.
7.2 Confidential Information. During the course of performing under the Agreement, each Party may have access to confidential or proprietary information of the other Party, or of such Party’s affiliates, subsidiaries, or member companies (“Confidential Information”). Confidential Information shall include, without limitation, all customer lists and information relating to the Parties’ products and pricing, Customer Data, patient data, and the terms of the Agreement. Any Confidential Information which includes Protected Health Information (defined below) shall be subject to the terms and conditions of the BAA. A Party’s Confidential Information shall not include any information which (i) is or becomes generally available to the public through no act or omission of the receiving Party; (ii) is lawfully acquired by the receiving Party on a non-confidential basis from a third party without any known breach of a confidentiality obligation owed to the disclosing Party upon due inquiry; or (iii) was independently developed or previously known by the receiving Party without reference to disclosing Party’s Confidential Information. Each Party agrees to use the other Party’s Confidential Information only as necessary to perform their obligations under the Agreement and to maintain the confidentiality of the other Party’s Confidential Information using at least the same degree of care in safeguarding the other’s Confidential Information as it uses in safeguarding its own Confidential Information, subject to a minimum standard of reasonable diligence and protection to prevent any unauthorized copying, use, distribution, installation or transfer of possession of such information. Confidential Information will be disseminated only to those employees, officers, contractors, agents and directors who have a need to know such information for the purpose of the business relationship and who are informed of and bound by the obligations of this Section or confidentiality obligations no less stringent than those contained herein. If required by law, regulation, or order of a government body with jurisdiction, the receiving Party may disclose Confidential Information of the disclosing Party, provided the receiving Party, to the extent legally permissible and practical, gives adequate prior notice of such disclosure to the disclosing Party to permit the disclosing Party to intervene and to request protective orders or other confidential treatment therefor. If the disclosing Party seeks a protective order or other legal remedy, the receiving Party shall provide reasonable cooperation, at disclosing Party’s expense and request.
7.3 PHI. Because Customer Data and Confidential Information may include Protected Health Information (“PHI”), as defined by the Health Insurance Portability and Accountability Act of 1996, and its implementing regulations, the Parties, by executing the Order Form, enter into the Business Associate Agreement (“BAA”) incorporated into the Order Form. The BAA outlines Codex’s obligations and responsibilities with respect to PHI. The terms and conditions of the BAA shall supersede any conflicting terms and conditions of the Agreement with respect to such PHI.
7.4 Use of Information. The Parties acknowledge and agree that: (a) Codex’s Allie App is available in the public app stores for download and use by the general public, (b) any information provided by consumers to Codex through the Allie App shall be controlled by Codex in its consumer-facing capacity, not in its capacity as a service provider or Business Associate of any other Party; (c) in the event that (i) such consumer is enrolled as an Enrolled Patient in Customer’s remote patient monitoring program and (ii) that consumer agrees to participate in Customer’s remote patient monitoring program and consents to their information being shared with Customer, then copies of any such information provided by the consumer through the Allie App in the course of the remote patient monitoring program shall be designated as PHI and stored in a separate repository and those copies shall be processed by Codex in its capacity as a Business Associate of Customer.
7.5 Equitable Relief. The receiving Party acknowledges that, due to the unique nature of the disclosing Party’s Confidential Information, the disclosing Party may not have an adequate remedy at law in the event of any unauthorized use or disclosure of the disclosing Party’s Confidential Information by the receiving Party or the receiving Party’s agents, employees or contractors. In addition to any other remedies that may be available in law, in equity or otherwise, the disclosing Party shall be entitled to seek injunctive relief to prevent such unauthorized use or disclosure without having to prove irreparable injury or damages or to post a bond or other security.
7.6 Return or Destruction. Upon request of the disclosing Party at any time, or upon expiration or termination of the Agreement, receiving Party shall, at disclosing Party’s option, destroy and certify such destruction or return to disclosing Party all of disclosing Party’s Confidential Information and all copies or other embodiments of disclosing Party’s Confidential Information. The Parties acknowledge that Confidential Information communicated or stored in electronic form may be routinely backed up for disaster recovery or archival purposes such that return or destruction is not practical or feasible until such time that the back-up copy expires or is recycled or destroyed, in which case the receiving Party shall keep such back-up copies secure in accordance with the provisions of the Agreement.
7.7 Lawful Reporting. Nothing in the Agreement shall preclude the lawful reporting of any alleged misconduct, including fraud, abuse or waste, to any government agency authorized to receive such information.
7.8 Survival. The obligations of confidentiality and use shall survive termination or expiration of the Agreement for a period of three (3) years.
8. Term; Termination
The Term of the Agreement shall be as described and agreed between the Parties in the Order Form. In the event of a material breach of the Agreement by either Party, the non-breaching Party may terminate the Agreement by providing thirty (30) days advance written notice of the intent to terminate to the breaching Party, provided that the breaching Party does not materially cure such breach within thirty (30) days of receipt of such notice. Without limiting the foregoing, Codex may suspend or limit Customer’s access to or use of the Service if Customer’s use of the Service results in damage to or material degradation of the Service which interferes with Codex’s ability to provide access to the Service to other customers. Codex shall resume services as soon as damage to or material degradation of the Services has been rectified by the Parties. All provisions of the Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability, and confidentiality.
9. Indemnification
Codex Indemnification. Codex agrees to indemnify, defend and hold Customer, its parent(s), affiliates, subsidiaries and their respective officers, directors, employees, and agents (the “Customer Indemnitee”) harmless from any and all third-party claims, liabilities, damages, obligations, judgments, causes of action, proceedings, settlements, government fines and penalties, costs and expenses, including, but not limited to, reasonable attorneys’ fees (collectively, “Claims”) to the extent arising out of or related to: (i) personal injury, wrongful death or property damage caused by Codex or Codex’s employees, agents, subcontractors or caused by Codex’s Services; (ii) Codex’s material breach of the Agreement; (iii) any negligence, gross negligence, intentional or willful conduct on the part of Codex or Codex’s employees, agents or subcontractors; (iv) material violation of any applicable laws or regulations; (v) improper use or disclosure by Codex or its employees, agents, or subcontractors of Customer’s Confidential Information or PHI. Notwithstanding the foregoing, the Parties agree that Codex will not be responsible for indemnifying, defending or holding a Customer Indemnitee harmless to the extent that the Claim arises out of the culpable acts or omissions of the Customer Indemnitee, its agents or employees.
Codex shall indemnify, defend, and hold the Customer Indemnitee harmless from and against any and all Claims brought against any Customer Indemnitee arising out of or related to any third-party Claims that all or part of the Codex’s Services or the Customer Indemnitee’ use of Codex’s Services, misappropriates, infringes upon, or otherwise violates any patent, trademark, copyright, trade secret or other intellectual property or proprietary right of any third party. If all or part of Codex’s Services or Customer’s use thereof are the subject of any Claim regarding the infringement, violation, or misappropriation any patent, trademark, copyright, trade secret or other intellectual property or proprietary right of any third party, and/or Customer’s use of Services, or any part thereof, is enjoined or interfered with in any manner, then Codex shall, at Codex’s sole expense and within thirty (30) calendar days of Customer issuing Codex notice of such Claim, or such injunction or interference, either, at Customer’s option: (i) procure for Customer the right to continue using such Services free of any liability for misappropriation or infringement; or (ii) replace or modify such Services with a non-infringing and non-misappropriating Service of equivalent or better functionality that is reasonably satisfactory to Customer. If Codex is unable, after exercising its best efforts, to implement option (i) or (ii) above, then Codex will cease providing the infringing Service and refund amounts paid by Customer for Service, and Customer may terminate the Agreement immediately upon written notice to Codex.
Customer (“Indemnitor”) shall defend, indemnify, and hold harmless Codex, its affiliates and each of its and its affiliates’ employees, contractors, directors (collectively, the “Codex Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), to the extent they arise from or relate to (i) any claim that the Customer Data or Customer’s use of the Service infringes, violates, or misappropriates any third party intellectual property or proprietary right; (ii) Customer’s material breach of the Agreement; (iii) any negligence, gross negligence, intentional or willful conduct on the part of Customer or Customer’s employees, agents or subcontractors; (iv) Customer’s material violation of any applicable laws or regulations; (v) improper use or disclosure by Customer or its employees, agents, or subcontractors of Codex’s Confidential Information; or (vi) any professional liability claims brought against the Customer. Notwithstanding the foregoing, the Parties agree that Customer will not be responsible for indemnifying, defending or holding a Codex Indemnitee harmless to the extent that the Losses arise out of the culpable acts or omissions of the Codex Indemnitee, its agents or employees.
The respective Codex Indemnitee or Customer Indemnitee (each an “Indemnitee”) shall provide the Indemnitor with: (i) prompt written notice of any Claim or Losses (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement with counsel of its own choosing and at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense). Indemnitor may not settle any Claim or claim for Losses in a manner that admits fault on behalf of or commits the resources of any Indemnitee without such Indemnitee’s written consent.
Insurance. Codex shall maintain, at Codex’s sole expense, the following insurance coverage with the following minimum limits: Workers’ Compensation – statutory requirement (or self-insurance to the extent permitted under Applicable Laws); Employer’s Liability -- $1,000,000 per occurrence; Comprehensive General Liability -- $1,000,000 each occurrence, $2,000,000 annual aggregate; Professional Liability or Technology Errors and Omissions -- $3,000,000 per claim and aggregate which includes coverage for Professional Liability, Computer Programming and Electronic Data Services, Privacy Liability, Products Liability, and Network Security; and Automobile Liability -- $1,000,000 combined single limit per accident for bodily injury and privacy/cyber liability insurance with a minimum limit of $1,000,000 per claim. Codex shall provide a minimum of thirty (30) days’ prior written notice to Customer prior to cancellation, non-renewal, or material reduction in coverage, scope, or amount of any required insurance policy herein. The coverage and limits detailed herein shall not be deemed as a limitation on Codex’s liability or indemnification obligations under the Agreement. This section shall survive termination or completion of the Agreement.
10. Disclaimer
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. CODEX DOES NOT PROVIDE MEDICAL ADVICE OR DIAGNOSES TO ENROLLED PATIENTS. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR ASSUMING RESPONSIBILITY FOR THE MEDICAL CARE OF ENROLLED PATIENTS.
11. Limitation of Liability
IN NO EVENT SHALL CODEX, NOR ITS DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THE AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, NOR SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. This Section will not apply to the following: a Party’s indemnification obligations under the Agreement; damages arising out of the fraud, misrepresentation or willful misconduct of a Party, its agents or employees; a breach of confidentiality; or an improper disclosure of PHI.
12. Third Party Materials
Customer acknowledges and agrees that: (i) the Service may incorporate certain information, data and materials received from Codex’s third party licensors and data vendors (“Third Party Materials”); (ii) Third Party Materials may only be used in conjunction with the Service; and (iii) Customer’s use of the Third Party Materials shall be subject to (and Customer agrees it is bound by) any additional terms and conditions applicable to use of such Third Party Materials, as they may be provided and/or modified from time to time by Codex and/or its third party licensors and data vendors. In the event any Third Party Materials subject to Customer to comply with additional terms or conditions for which Customer, in its sole discretion, is unable to agree to or comply with, Customer may terminate the Agreement. Codex cannot and does not guarantee that the Service shall incorporate (or continue to incorporate) any particular Third Party Materials.
13. Miscellaneous
The Agreement represents the entire agreement between Customer and Codex with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Codex with respect thereto. The Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules. All notices under the Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each Party set forth on the Order Form. Either Party may update its address set forth above by giving notice in accordance with this section. The Agreement may be amended only by a writing executed by both Parties. Except for payment obligations, neither Party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such Party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military (each a “Force Majeure Event”). If a Party’s inability to perform continues for more than thirty (30) days, then the other Party will have the right to terminate the Agreement without cause upon five (5) days’ prior written notice to the Party invoking the Force Majeure Event. The Party invoking the Force Majeure Event agrees that it will undertake commercially reasonable efforts to re-commence performance as soon as practical after the Force Majeure Event occurs. Neither Party may assign any of its rights or obligations hereunder without the other Party’s consent; provided that (i) either Party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such Party’s business relating to the Agreement or through merger, and (ii) Codex may utilize subcontractors in the performance of its obligations hereunder. No agency, partnership, joint venture, or employment relationship is created as a result of the Agreement and neither Party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Agreement, the prevailing Party shall be entitled to recover costs and attorneys’ fees. If any provision of the Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either Party to act with respect to a breach of the Agreement by the other Party shall not constitute a waiver and shall not limit such Party’s rights with respect to such breach or any subsequent breaches. Any waiver must be in writing and signed by the Party involving the waiver.
Access to Records. The following provision applies only to contracts for services, including contracts for goods and services, where the value or cost for services is $10,000 or more over a 12-month period. In accordance with 42 USC 1395x(v)(1)(a)(i) and the implementing regulations at 42 C.F.R. 420.302(a)&(b), during the term of the Agreement and for a period of four (4) years after the termination of the Agreement, Codex shall allow the Department of Health and Human Services (“HHS”), the Comptroller General of the United States, and their duly authorized representatives to have the right of access to the Agreement and to Codex’s books, documents, and records which are necessary to verify the nature and extent of costs of services furnished by Codex under the Agreement. Codex agrees to provide a similar clause in all contracts between Codex and an organization related to the Codex relating to the performance of the Agreement, where the value or cost for such services is $10,000 or more over a 12-month period. Codex shall give Customer notice immediately upon receipt of any request from HHS or the Comptroller General of the United States or any of their duly authorized representatives for disclosure of such information.
Compliance with Applicable Laws and Standards. Both Parties shall comply with all applicable federal, state, and local laws, rules, regulations, ordinances and other legal requirements. Codex shall comply with all standards promulgated by The Joint Commission or other accrediting organizations that are applicable to the products, Licensed Software, or Services provided by Codex to Customer. Codex shall also comply with all applicable Customer policies and procedures shared in writing by Customer with Codex, including, but not limited to, vendor credentialing requirements; Customer policies and procedures governing vendor conduct at Customer’s facilities; and pre-employment and on-going physicals, background checks and testing for Codex personnel who will be performing on-site services.
Federal Health Care Program Warranties. Codex represents and warrants to Customer that neither Codex, its parent company or any of their respective affiliates or subsidiaries: (a) are excluded from participation under any federal health care program, as defined under 42 U.S.C. § 1320a-7b(f) (the “Federal Healthcare Programs”) or any state healthcare programs; (b) have been convicted of a criminal offense related to the provision of healthcare items or services but have not yet been excluded, debarred, or otherwise declared ineligible to participate in the Federal Healthcare Programs or any state healthcare programs; (c) are, to the best of Codex’s knowledge, under investigation or otherwise aware of any circumstances which may result in Codex being excluded from participation in any Federal Healthcare Programs or any state healthcare programs; and (d) have been subject to or have pending against them a final adverse action, as such term is defined under 42 U.S.C. §1320a-7e(g). Codex also represents and warrants that the Codex, its parent company and any of their respective affiliates or subsidiaries will not use employees, agents or contractors who are excluded from participation under any Federal Healthcare Programs or any state healthcare programs in connection with products provided or services performed under the Agreement. The foregoing shall be ongoing representations and warranties during the term of the Agreement, and Codex shall notify Customer of any breach of the foregoing representations or warranties within seven (7) days after learning of any such breach.
Offshoring. To the extent that offshore arrangements are used, Codex hereby warrants and represents: (a) Codex has policies and procedures in place for offshore subcontractors to ensure that HIPAA PHI and other personal information remains secure; (b) Codex has offshore subcontracts in place that allow for immediate termination of the subcontract upon discovery of a significant security breach; and (c) Codex will, at Customer’s request, conduct an annual audit of each offshore subcontractor providing services under the Agreement to ensure HIPAA compliance, which audit results will be shared with Customer. Offshore for purposes of the Agreement refers to any country that is not one of the fifty United States or a territory of the United States. Codex shall comply with applicable international laws regarding privacy and security of data within the definition of Customer’s Confidential Information, including, without limitation, the General Data Protection Regulation.
Counterparts/Execution by PDF. For the convenience of the Parties, this Agreement may be executed in two or more counterparts. A PDF copy of an original signature or a digital copy of an original signature is effective as if the original signature was sent to the other Party. Signature pages may be exchanged electronically. The Parties intend that counterpart copies signed and exchanged as provided in this Section shall be fully binding as an original handwritten executed copy hereof, and all of such copies together shall constitute one instrument.
