Implementation Terms and Conditions

Ensora Health Implementation Services

Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Master Subscription Terms & Conditions.

Statement of Work: Small Medium Business (SMB) Software Implementation (QuickStart)

Overview:

If You have purchased this implementation service, You will transition Your own data (“Customer Data”) to the new Software and Services stated in Your Order Form. This Statement of Work details the terms and conditions of the transition to the new Software and Services, and how Company may provide You with assistance.

Implementation Services for the QuickStart Implementation are generally offered over an approximately 4-week period. During this 4-week period, You must engage the resources mentioned below. These resources are only available during the implementation period. If resources are not used during this period, and further time for implementation is needed, a fee will be assessed for an extended implementation period and support. Implementation support is only offered directly after contract signature and may not be placed on hold to start later.

Below are the resources provided with Your QuickStart Implementation:

1. Project Management:

1.1. Implementation Readiness Checklist

1.1.1. Checklist denoting implementation requirements, guidelines, needs, direction and next steps.

1.2. Customer Project Sponsor.

1.2.1. You shall appoint a person within Your organization to function as Your organization’s implementation manager (“Customer Project Sponsor”).

1.3. Kick-off Call

1.3.1. Kick-off call with the Customer Project Sponsor and any other critical Customer staff. During this call, Company will review the Implementation Readiness Checklist, clarify roles and responsibilities of the Parties, and confirm minimum technical and organizational requirements for a successful implementation.

1.4. Updates.

1.4.1. During the implementation, Company will provide You with project status updates over email, which will include the overall status of project completion, upcoming activities, key risks and issues, and the status of key milestones.

2. Implementation:

2.1. Virtual Trainings.

2.1.1. Virtual training sessions hosted by Ensora Training Hub  (“ETH”). You will have access to the library of available content in ETH during the implementation period. After implementation is complete, You may purchase access to this tool for an additional fee.

2.2. Live Group Training Sessions.

2.2.1. Scheduled Live Group training sessions are available during the implementation period. Customers are not limited to a specific number of sessions and are required to attend during the pre-scheduled times. If additional sessions are needed or pre-scheduled times are not appropriate, You may request ad-hoc private sessions. These sessions will have additional fees.

2.3. Direct Implementation Team Support

2.3.1. During the implementation period, customer support will be provided by a dedicated implementation team. The implementation team will communicate with You via phone or email.

3. Data Import:

3.1. You are responsible for converting Your own data hosted in Your current system (the “Legacy System”). You shall import the Customer Data and configure the Software and Services identified in Your Order Form (the “New System”) within six (6) weeks of Your Order Form’s date of execution. You are responsible for performing all activities required for the implementation of the New System.

4. Your Responsibilities

4.1. You will need timely access to:

4.1.1. Customer Data to add to Patient Data Import Sheet(s)

4.1.2. Your resources and staff; and

4.1.3. Required documentation and access credentials as necessary to access Your environments.

4.2. You will identify internal processes or deliverables that may impact the go live with Company (e.g. blackout periods).

4.3. You will complete assigned ETH configuration and training content.

4.4. You will attend all scheduled group and/or private trainings and meetings.

4.5. The Customer Project Sponsor shall, upon our request, furnish us with a list of designated personnel at Your organization, their roles, and responsibilities, including primary and back-up contacts.

4.6. You will otherwise cooperate with us as reasonably necessary to facilitate a successful completion of the implementation of the New System. Such cooperation includes, but is not limited to (on an as-needed basis), participating in phone calls, providing staff with access credentials, providing staff with access to virtual training, reviewing data, modifying system configurations, or working within the Legacy System for production purposes during the period of the transition to the New System.

5. Out of Scope:

5.1. Any services not specifically set forth herein are explicitly excluded from this Statement of Work’s scope.

Statement of Work: SMB Software Implementation (QuickStart Plus)

Overview:

If You have purchased this implementation service, You will transition Your own data (“Customer Data”) to the new Software and Services stated in Your Order Form. This Statement of Work details the terms and conditions of the transition to the new Software and Services, and how Company may provide You with assistance.

Implementation Services for the QuickStart Plus Implementation are generally offered over an approximately 6-week period. During this 6-week period, You may engage the resources mentioned below. Engagement of these resources is not mandatory but is only available during the period of implementation. If resources are not used during this period, and further time for implementation is needed, a fee will be assessed for an extended implementation period and support. Implementation support is only offered directly after contract signature and may not be placed on hold to start at a later date.

Additional Offerings Available with a QuickStart Plus Implementation:

In addition to providing the services set forth in the QuickStart Statement of Work, Company also provides the additional services listed below:

1. Live Private Training Sessions

1.1. You will have the ability to schedule up to three (3) private live training sessions with a subject matter expert. If further sessions are needed, or sessions are requested outside of the implementation period, an additional fee will be assessed. Training sessions that are not used during the implementation period will expire and not be available for future use. EDI/ERA and claims support will be provided exclusively through these private sessions.

2. ERA / EDI Applications

2.1. Company will submit ERA and EDI applications on behalf of the Customer for applicable payers with claims submitted in the last 120 days. However, processing and completing these applications will remain the responsibility of the Customer. Timely responses from You will be required for Company to assist Customer with the successful completion of applications.

2.2. Company cannot guarantee approval or that You will have the ability to submit electronically via ERA / EDI.

2.3. Applications will only be submitted to the Ensora Health clearinghouse of choice; outside clearinghouses are out of scope.

3. Data Import:

3.1. Company shall assist with the import of Your data (“Customer Data”) hosted in Your current system (the “Legacy System”) to the new Software and Services detailed in Your Order Form (the “New System”). The import will be limited to the categories of data set forth in Your Patient Data Import Sheet provided to You during Your implementation.

3.2. Company shall not be responsible for migrating or converting any Customer Data (including any data category, data element, or document) not specifically listed in the Patient Data Import Sheet. The following data fields are specifically excluded:

3.2.1. All financial data, including historical and current insurance claims.

3.2.2. State & Federal Reporting Data

3.3. The following services are explicitly out of scope:

3.3.1. Excessive research, clean up and consulting on incoming Customer Data files;

3.3.2. Revisions to data conversions previously approved;

3.3.3. Manual formatting of any Customer provided files;

3.3.4. Future configuration changes requested by Customer;

3.3.5. Modifications to data conversions occurring as a result of issued changes to federal or state requirements imposed after Customer’s acceptance;

3.3.6. Working meetings or project management efforts by Company staff to coordinate post go-live modification requests and/or reporting configurations;

3.3.7. Training of end-users beyond a set number of sessions as set forth in Your Order Form; and

3.3.8. Outstanding A/R Cleanup.

4. Your Responsibilities

4.1. Claims Processing

4.1.1. All claims already submitted to payers prior to the New System’s Go-Live Date (the “Outstanding Claims”) must be fully processed and completed through remittance and final payment, and to the extent necessary, appealed through the Legacy System because financial and claims data will not be transferred to the New System.

4.2. Out of Scope

4.2.1. Any services not specifically set forth herein are explicitly excluded from this Statement of Work’s scope.

Statement of Work: SMB Software Implementation (Professional)

Overview:

If You have purchased this implementation service, You will transition Your own data to the new Software and Services stated in Your Order Form. This Statement of Work details the terms and conditions of the transition to the new Software and Services, and how Company may provide You with assistance.

Implementation Services for the Professional Implementation are generally offered over an approximately 8-week period. During this 8-week period, You may access the resources mentioned below. These resources are only available during the period of implementation. If resources are not used during this period, and further time for implementation is needed, a fee will be assessed for an extended implementation period and support. Implementation support is only offered directly after contract signature and may not be placed on hold to start later.

Additional Offerings Available with a Professional Implementation:

In addition to providing import services and the other services set forth in the QuickStart and QuickStart Plus Statements of Work, Company also provides premium project management services to our Customers who select the Professional implementation service.

1. Project Management:

1.1. Executive Sponsor. In addition to the Customer Project Sponsor, You will need to appoint an executive (the “Executive Sponsor”) who will meet with our team and staff monthly to review status and address any outstanding issues.

1.2. Company will collaborate with You to build a project schedule.

1.3. Company will provide You with a dedicated Project Manager.

1.4. Company will provide You with up to once weekly project status updates.

1.4.1. These status updates consist of recurring status calls on a schedule mutually agreed upon between You and Company.

1.4.2. Project status reports will include project health summary, deliverable status, issues list, and action items tracking.

1.5. Company will meet regularly with You to identify, quantify, and prioritize risks, and to review the status of previously identified risks. The risk identification and tracking process will be performed iteratively through implementation.

2. Out of Scope

2.1 Any services not set forth specifically herein are explicitly excluded from this Statement of Work’s scope.

Statement of Work: Software Implementation (Enterprise)

Enterprise Implementation is offered to Customers needing a full end-to-end implementation support experience. This implementation offering is required for any Customer purchasing certified products or Customers of a certain size or organizational complexity.

In the event of a conflict between the Master Subscription Terms & Conditions and the terms of this SOW, the Master Subscription Terms & Conditions shall prevail, except as it relates to the performance of the deliverables under this SOW.

The specific implementation and onboarding deliverables for onboarding You to the Company platform, including any required development and integration deliverables, will be addressed in a supplement to Your Order Form and/or an implementation project plan jointly developed with You.

Below are the general terms and conditions that will apply to all Enterprise implementations:

Phase 1 Deliverables : Kickoff meeting and business process review

Phase 2 Deliverables: Clinical and fiscal configuration training

Phase 3 Deliverables: Agency completion of clinical and fiscal configuration

1. Project Implementation Methodology.

1.1. Company’s implementation methodology balances speed with control while driving the project toward a quality outcome for Customer. This is a hybrid of waterfall and agile practices that minimizes risk and adds value for Customer through collaboration and engagement.

1.2. Customer agrees to adhere to Company’s standard project implementation methodology, change control process, and acceptance process.

2. Project Plan.

2.1. The Company Project Manager will develop a written Project Plan to be mutually agreed upon by the Company Implementation Team and Customer’s internal stakeholders (herein, the “Project Plan”).

3. Project Management.

3.1. Project Stages. Each implementation project progresses through four stages: Plan, Build, Deploy, and Close. Each stage utilizes various processes and techniques to properly plan, document, execute, and test project work.

3.2. Project Scheduling and Status Reporting. Company will collaborate with Customer to build the project schedule, which will detail the initial, high-level schedule of project stages and major milestones throughout the plan stage. As the project moves into the build stage, the schedule will be approved and finalized by both Customer and Company. Company will provide Customer with regular project status updates. These status updates consist of recurring status calls on a schedule mutually agreed upon between Customer and Company and the following supporting project status documentation:

3.2.1. Current Project Status Report with project health summary, deliverables status, issues list, and action items tracking

3.2.2. Current project schedule

3.2.3. Requirements documentation including user stories and acceptance criteria

3.2.4. Change request documentation

3.3. Change Control Process. When a need for a change to the SOW is identified, any of Customer’s project team members may submit a Project Change Order (“PCO”) to Customer’s Company Project Manager. Company will complete an analysis of the potential impact to time and cost resulting from the change request. This will define the estimate and costs to implement that change.

3.4. PCO Impact Analysis. Detailed analysis will be performed on the PCO, analyzing both the effort to complete the work and the impact to the Project Plan. An estimate may be required to understand the cost impact even if the PCO is not implemented.

3.5. PCO Implementation Process. When a change is approved and ready to be implemented, the Company Project Manager assigns resources to proceed with the change, taking into account its priority with current project activities. The Company Project Manager will add a new task or tasks (including effort, duration, and resources) to the Project Plan under a task designated for PCO changes.

3.6. Monitoring. Progress of the PCO effort is monitored on a regular basis until the change is completed. When the change is completed and approved by Customer, the PCO is closed.

3.7. Project Risks and Mitigation.

3.7.1. Risk Management Process. The risk management process identifies, quantifies, and mitigates risks to the project. This is a process that needs to be continually reviewed by both Company and Customer during implementation.

3.7.2. Risk Identification and Tracking. The Company Project Manager and Customer’s Project Manager will meet regularly to identify, quantify, and prioritize risks, and to review the status of previously identified risks. Other team members representing various focuses of the project, such as business analysts, technical analysts, or project managers may be involved. The risk identification and tracking process will be performed iteratively throughout implementation.

3.7.3. Risk Status Reporting. The Company Project Manager will report on the status of the identified risks in the project status reports.

3.8. Project Team. Company and Customer will provide resources to ensure completion of project activities. Commonly required project roles are summarized below.

3.8.1. Customer’s Executive Stakeholder. The Customer Executive Stakeholder represents the Customer’s financial and business goals of the project and has the authority to quickly make decisions required for the project. Complex IT solutions do not reach a smooth outcome without having this person fully engaged in the project. The Executive Stakeholder is responsible for the following:

3.8.1.1. Ultimately accountable for the business improvement received from the new solution

3.8.1.2. Authority to approve significant changes to Customer’s business process

3.8.1.3. Authority to approve change requests

3.8.1.4. Authority to acquire Customer resources as required

3.8.2. Customer’s Project Manager. Customer will assign a project manager responsible for managing Customer’s project responsibilities and who will act as the primary contact for Company resources. The Customer Project Manager shall manage the Customer’s project team members and budget and provide authorization on behalf of the Customer for any changes to the agreed scope. The Customer Project Manager is also responsible for:

3.8.2.1. Scheduling meetings and ensuring that the relevant Customer team members are present

3.8.2.2. Ensuring that project deliverables are provided to Company in a timely and agreed upon format

3.8.2.3. Managing timelines

3.8.2.4. Controlling risk

3.8.2.5. Facilitating decision-making within the Customer group

3.8.3. Customer’s Senior/Lead Business Resources. Customer’s primary business resources can deliver a comprehensive understanding of the configuration and business requirements for the Customer. They will provide information for setup of Company, business valid values, control records, organizational hierarchy, and other information required to ensure project completion in accordance with the Project Plan. Customer’s primary contact resource shall also be responsible for:

3.8.3.1. Overseeing Customer’s User Acceptance Testing

3.8.3.2. Coordinating user training

3.8.3.3. Administering and/or serving as primary contact for the system post go-live

3.8.4. Resources (Technical). Customer’s technical resources are individuals who understand the Customer’s technical environment and can provide guidance on required integrations with other Customer systems, as well as architectural guidance on how these integrations should be developed. They will:

3.8.4.1. Support data mapping and provide consultation for any data interfaces

3.8.4.2. Ensure access to Company from Customer’s network for all Customer systems needed

3.8.4.3. Configure Customer’s chosen identity management system to pass credentials to the Company system.

3.8.5. Company Project Manager. The Company Project Manager is Customer’s primary contact, responsible for management of the Project Plan, budget, scope, risk management and resource alignment. They facilitate project meetings and other critical activities throughout the project duration.

3.8.6. Company Delivery Manager. The Company Delivery Manager is responsible for resource availability, project progress and quality oversight. They are a second point of contact and project escalation point for Customer.

3.8.7. Company Project Resources. These Company team members provide solution design and configuration, business requirements documentation, technical and solutions consulting, and UAT support.

4. Project Assumptions.

4.1. Company shall have primary responsibility for project methodology and implementation and the Project Plan.

5. Project Meetings and Activities. 

The Parties shall use commercially reasonable efforts to attend all scheduled project meetings and ensure active participation in and completion of project activities.

5.1. Cancellations of project meetings and delays in completing project activities may result in project delays and additional costs.

5.2. Repeated delays will be escalated to Customer and, if continued, will result in Company’s decision to reassign project resources.

5.3. Customer may request project restart, and based on resource availability, Company will use commercially reasonable efforts to reschedule the project as promptly as possible. Additional costs required to restart project will be billed to the Customer.

5.4. All work completed by Company is charged to the project, including:

5.4.1. Attending meetings

5.4.2. Planning and scheduling activities

5.4.3. Preparing and responding to emails

5.4.4. Preparing and updating the Project Plan

6. Acceptance Process and Project Completion

6.1. User Acceptance Tests and Testing. Acceptance Tests will define the actions required to validate that the mutually agreed design deliverables have been correctly tested. When executed, the Acceptance Tests carry out the solution detailed in the design deliverables and validate the requirements agreed upon during the project. Acceptance of a deliverable or set of deliverables signifies approval by Customer for functionality to be deployed to a production environment based on timing agreed in the Project Plan. The execution and completion of the Acceptance Tests and the performance of Acceptance Testing shall constitute and be referred to as “User Acceptance Testing” or “UAT” for purposes of the SOW.

6.1.1. Customer is responsible for creating the test cases using its data and business requirements and executing the UAT plan, including any interactions and dependencies with third Parties.

6.1.2. Customer and Company will mutually agree that the test cases are an accurate reflection of the design deliverables.

6.1.3. Test cases that identify additional requirements outside of the agreed design deliverables are considered out of scope. Out of scope functionality and/or test cases, if required by the Customer, may be submitted to Company through the PCO process.

6.1.4. The UAT plan will align with the schedule and scope detailed in the SOW and any related PCOs.

6.2. Acceptance Process and Deliverable Signoff. Notwithstanding anything to the contrary in the Agreement or any other SOW, Customer shall have ten (10) business days (or such period as identified in the Project Plan) after Company provides a deliverable to review and test such deliverable (the “Testing Period”) in accordance with any Acceptance Tests specified during UAT.

6.2.1. Customer’s acceptance occurs upon its written notification of acceptance to Company. Customer shall not unreasonably withhold or delay its acceptance.

6.2.2. Customer’s failure to provide acceptance or rejection within the ten (10) business day period (or such period as specified in the Project Plan) will be deemed acceptance of the deliverable.

6.2.3. In the event the deliverables, or any portion, do not satisfy any such Acceptance Tests, Customer may notify Company during the Acceptance Period. Following notice from Customer, Company will have a mutually agreed time to remedy the deficiencies identified by Customer so that the deliverables, as defined by the SOW, satisfy the Acceptance Tests.

6.2.4. Thereafter, if the deficiencies are not remedied to satisfy the Acceptance Tests, the Parties may agree to extend the time for Company to remedy the deficiency in the deliverable and the UAT process will continue until Customer has accepted the deliverable.

6.2.5. If the Parties fail to reach agreement on a deliverable, they may escalate the matter to senior management of both Parties for resolution.

6.2.6. If the Parties reach a resolution as described in this section, such resolution shall be Customer’s sole and exclusive remedy for any such failure on the part of Company.

6.3. Project Completion. With Customer’s acceptance and signoff on the project deliverables and promotion of functionality to the production environment, the Customer acknowledges the project implementation is complete and will be formally transitioned to their internal team prior to project closure.

6.3.1. A Project Acceptance Letter will be sent to the Customer on or after the date of go-live. The Customer is requested to sign the Project Acceptance Letter formally closing the project on the date specified in the Project Plan.

6.3.2. Failure to provide signature or a written reason for dispute within ten (10) business days after production deployment will be deemed as acceptance, and the project will be closed.

6.3.3. It is understood that the implementation period shall run from contract execution to project completion as dictated and defined in the implementation SOW. The implementation period for an Enterprise implementation is generally 6-9 months depending on the complexity of the project and the availability of the Customer’s technical and other resources. If the implementation period is delayed by the Customer and contractual timelines are not met because of missed deadlines, improper resourcing, training attendance, or other issues, a hourly fee shall be charged to the Customer until the implementation is deemed completed under the SOW.

7. Customer’s Responsibilities.

Customer agrees to follow the Project Plan and hold Customer’s internal resources accountable for meeting Project Plan deadlines for their assigned activities and obligations, including UAT, responding to reasonable requests for information and assistance from the Company Implementation Team and the Company Project Manager, and providing review and prompt sign-off on completed tasks in accordance with the SOW. Customer’s team will be responsible for the obligations listed herein and below, and for any other obligations that may be listed in the Project Plan as agreed upon by both Parties:

7.1. Obtaining Data. Customer will be responsible for the timely acquisition of Customer’s Data, including data from Customer’s third-party sources, in order for Company to design and implement data conversions and interfaces. Customer acknowledges that failure to accomplish this task in accordance with the Project Plan may result in a negative consequence to the overall implementation schedule and implementation budget.

7.2. Collaboration.

7.2.1. Customer is responsible for ensuring key employees who are responsible for supporting data conversion, business requirements, customization requirements, data interfaces, test documentation, and approval for specifications are available to provide timely responses to Company’s requests for information or to provide assistance with required implementation activities.

7.2.2. Customer will identify internal processes or deliverables that may impact the go live with Company (i.e. Blackout periods).

7.2.3. Customer will hold regular internal status meetings with their team members and engage with subject matter experts as needed in order to discuss outstanding items, make decisions as a team and prepare for status calls with Company.

7.2.4. Customer agrees to meet deadlines to complete tasks identified in the Project Plan, including tasks related to UAT, that have been assigned to Customer’s resources. Failure to meet assigned deadlines for tasks may unfavorably impact the overall implementation schedule and/or budget.

7.2.5. Customer will set aside time for testing each deliverable in accordance with the timeline in the Project Plan.

7.2.6. Customer will provide timely access to data, resources, documentation, and analytical insight regarding historical data and work processes.

7.3. Approvals.

7.3.1. Customer may be required to approve deliverables and/or execute documents (either manually or via esignature) before Company can continue with the implementation project (for example, Customer may be required to provide acceptance on a task in the Project Plan before Company can begin another task that is dependent upon the prior task).

7.3.2. Customer must complete UAT and provide signoff prior to production deployment.

8. Out of Scope.

Additional Product Development	Any product customizations or configurations or other modifications requiring development, integrations, or changes to reporting functionality, unless expressly set forth in a supplement to Your Order Form.
Additional Training / Support after Go-Live Period	Additional formal training or retraining after go-live will require an additional SOW and incur additional charges. Educational materials via knowledge base and support team are included at no additional charge.