D– DSS Software License (telehealth)
Notice Type: Sources Sought Notice
Posted Date:
Office Address:
Subject: D-- DSS Software License (telehealth)
Classification Code: D - Information technology services, including telecommunications services
Solicitation Number: 36C24219Q0180
Contact: Henderson, Samantha mailto:[email protected] [Contract Specialist]
Description:
Bronx
Document Type: Sources Sought Solicitation Number: N/AOriginal Response Date:
NAICS CODE: 423430
Contracting Office Information:
Department Of Veterans Affairs Network Contracting Office 3
130 W. Kingsbridge Road Rm. 9b16
Synopsis:
Please note that this is not a request for quotes or proposals, the Government is seeking information for market research purposes only. The
Telecare Record Manager Plus (TRM Plus) and Triage Expert Dual Purpose (TEDP)
DSS Software License and Service Level Agreement
PLEASE SEE STATEMENT OF WORK ATTACHED.
The North American Industry Classification Systems (NAICS) is 423430. Responses to this notice must be submitting in writing via email and must be received no later than
The purpose of this notice is to gain knowledge of potential qualified sources for this procurement relative to NAICS 423430. Qualified offerors shall be experienced in addition to providers (sellers) capable of supporting this facility.
Responses to this notice will be used by the Government to make appropriate acquisition decisions. Responses to this notice should include company/individual name, a service capability statement, and examples of similar facilities which you have provided services to DUNS number, address, and point of contact.
If your firm is a Service-Disabled Veteran Owned or Veteran Owned Small Business, you must be CERTIFIED in VetBiz (see internet site: http://vip.vetbiz.gov). Responses to this notice must
be submitted in writing (email or fax) and received no later than
D O C U M E N T S T O R A G E S Y S T E M S, I N C.
Telecare Record Manager Plus (TRM Plus) and Triage Expert Dual Purpose (TEDP)
DSS Software License and Service Level Agreement
Effective
This document captures and defines the work activities, deliverables, and timeline that
T A B L E O F C O N T E N T S
Introduction 4
Product Description 4
DSS Department Services 4
Technical Services 4
Constraints/Dependencies 5
Exclusions 6
Requesting Technical and Installation 6
Selecting a Priority 7
Routine Requests (High, Medium, and Low Priorities) 9
Emergency Requests (Critical Priorities) 9
Customer Service Escalations 9
DSS Installation Services 11
DSS Training Services 11
DSS Company Information Security and Privacy Office (CISO) 12
Other Considerations and Governing Agreements 12
Term 12
Equipment 12
Personnel Changes 13
Security and Privacy 13
VA Access 13
Resources, Roles, and Responsibilities 14
Addendum A: Definitions & Key Terms 16
Software License Agreement 21
Introduction Product Description
The
DSS Department Services Technical and Installation Services
Work directly with the
Upon VHA end users logging a ticket with the OI&T staff, DSS Technical and Installation Service will work with the VHA end-users to address their issues with licensed DSS products.
Respond to issues reported to DSS Technical and Installation Service Services in accordance with this document within the response times defined in this document.
Help the OI&T staff configure as necessary licensed DSS products to meet the VHA s and/or end-users needs within the scope of the licensed product.
Advise the OI&T staff as a Subject Matter Expert (SME) as it relates to licensed DSS products and their standard configuration in internal meetings, new installations of licensed DSS products, and end-user activities.
Advise the OI&T staff on issues involving licensed DSS product s infrastructure requirements including hardware, bandwidth, and best practices.
Keep site
Upon request make available to the OI&T staff live reports including:
Summary of tickets opened for licensed DSS products for the last 30 or seven days.
Summary of incidents, service requests and problems currently open and those closed in the past seven days for licensed DSS products.
Summary of known errors impacting the site along with their status and expected release date and workaround.
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TRM Plus-TEDP
DSS Software License and
Service Level Agreement
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Assist the OI&T staff with keeping licensed DSS products up to date including assisting with updates over the telephone or VA Lync if requested and scheduled at least two-weeks in advance.
Distribution of DSS Product updates via DSS Enterprise Manager to the OI&T staff.
Constraints/Dependencies
There are a few items that may impact or compromise the ability of DSS Technical and Installation Service to provide the services outlined in this DSS Software License and Service Level Agreement (SLA). These include, but are not restricted to:
Missing Information In order to categorize, diagnose, address, and ultimately resolve issues, DSS Technical and Installation Service needs specific information relating to the issue being reported from the OI&T staff. This specific information includes end-user name, end-user site, end-user phone number, end-user email address, product affected, problem, expected results, steps to reproduce, and screenshots if available. If all of this information is not received, then the categorization and diagnostic process will be delayed until it is collected, which may impact the commitments extended in this document.
VHA End-User Non-Response In order to categorize, diagnose, address, and ultimately resolve issues, DSS Technical and Installation Services needs to be able to communicate with the VHA end-user. If the VHA end-user is non-responsive, then the categorization and diagnostic process will be delayed until it is collected which may impact the commitments extended in this document. In such cases when a VHA end-user is non-responsive for more than 10 business days, the case will be closed.
OI&T Staff Non-Response In order to categorize, diagnose, address, and ultimately resolve issues DSS Technical and Installation Services needs to be able to communicate with the OI&T staff. If the OI&T staff is non-responsive then the categorization and diagnostic process will be delayed until it is collected which may impact the commitments extended in this document. In such cases when an OI&T staff member is non-responsive for more than 10 business days the issue will be closed.
VHA End-Users and/or OI&T Staff without Public Key Infrastructure (PKI) In order to categorize, diagnose, address, and ultimately resolve issues, DSS Technical and Installation Services needs to be able to transfer data back and forth that may include Patient Health Information (PHI). Without PKI in place, the data must be scrubbed first, which either delays the transmission or, as in most cases, stops the transmission. Without this data, which may be included in logs or screenshots, the categorization and diagnostic process will be delayed until it is collected, which may impact the commitments extended in this document.
Misclassification of Priority In order to categorize, diagnose, address, and ultimately resolve issues, DSS Technical and Installation Services needs to know the correct priority of the issue being reported. If the wrong priority is communicated or
no information regarding priority is sent to DSS Technical and Installation Services, they may not provide services that match the severity or impact of the issue being reported, which may impact the commitments extended in this document.
Out of Date DSS Products In order to categorize, diagnose, address, and ultimately resolve issues, the licensed DSS Products need to be up to date. If the licensed DSS Products are not up to date, then valuable time will be lost working on issues that may already be addressed through an update, which may impact the commitments extended in this document. DSS reserves the right to cease work on issues involving out of date or sunset software products if a VHA site has received advance notification and has had a reasonable amount of time to perform a required update with or without assistance from Technical and Installation Services.
Exclusions
There are some boundaries for these services; both internal and external. These include, but are not restricted to Technical and Installation of:
On-site DSS product updates (available through Premium Technical and Installation Services)
VHA VistA system updates and Technical and Installation
Non-DSS and non-DSS partner applications including the operating system or database hosting software
Infrastructure
Hardware
On-site Technical and Installation (available through Premium Technical and Installation Services)
Staff augmentation (available through Premium Technical and Installation Services)
Unlicensed DSS products
More than basic assistance with server migrations and consolidations for licensed DSS Products (available through DSS Maintenance Services)
End-user Technical and Installation that is not initiated by OI&T staff
The replacement of DSS Installation Services with DSS Standard Technical and Installation Services
Requesting Technical and Installation
DSS Technical and Installation Services are considered second level Technical and Installation for the OI&T staff and as such can only be initiated by the OI&T staff.
Selecting a Priority
Reported incidents will be assigned a priority that best matches the severity and impact of the issue being reported as indicated by the table below.
Priority
Initial
Response
Follow Up
Response
Criteria
0-Critical
1 Hour
2 Hours
Critical An urgent incident is a catastrophic incident of an operating environment where production systems are severely impacted, down or not functioning or an issue exists which may impact patient safety. A critical case requires continuous, 24x7 attention until resolved. Under this scenario, one of the following situations may exist:
Patient safety issues as defined by
Loss of production data and no procedural work around exists.
Complete loss of a core organizational or business process where work cannot reasonably continue.
Systems that have failed over into backup or redundancy mode, or that have cut over to Continuity Management or similar availability.
Examples:
Site is down (server crash).
One or more applications are inaccessible to all users.
No workaround is available.
Any issue where data completeness or accuracy is in question.
1-High
2 Hours*
22 Hours
(2 business days)*
High A high incident is a problem where a system is functioning, but in a severely reduced capacity. The situation is causing:
Significant impact to portions of the business operations and productivity.
No loss of production data and / or a procedural work around exists.
The system is exposed to potential loss or interruption of service. Includes incidents that significantly impact development and/or production, but where an alternative operation is available.
Examples:
One or more users impacted from completing their task, but work around exists.
Trainers or installers are on site and their activities are impaired or halted.
2-Medium
4 Hours*
33 Hours
(3 business days)*
Medium A medium incident involves partial non-critical functionality loss. A medium incident impairs some operations, but allows the user or an application to continue to function. This may be a minor incident with limited loss or no loss of functionality, or impact to the user's operation and incidents in which there is an easy circumvention or
avoidance by the end user.
Priority
Initial
Response
Follow Up
Response
Criteria
Examples:
Quarterly update, one or more components are more than one quarter behind.
Any component not installed on workstation(s).
3-Low
8 Hours*
44 Hours
(4 business days)*
Low A low incident has no impact on the quality, performance or functionality of the system. Low incidents have minimal organizational or business impact.
Examples:
Any issue that does not prevent use of the application.
Quarterly updates with no components more than one quarter behind.
Server migrations.
Requests for additional training or web casts.
Requests to add user to email list.
* Indicates timeframe in business hours
DSS Technical and Installation Services will respond within the timeframes listed above using the contact information provided by the person submitting the request for Technical and Installation. A response is defined as an acknowledgement of receipt of the issue, an action plan or a request for additional information in order to complete an action plan, and, if possible, an estimated time to resolution.
Routine Requests (High, Medium, and Low Priorities)
End users contacting the local OI&T staff initiating their request for assistance
Entering a CA Technologies Service Desk Manager (CA SDM) ticket (for Class 1 products) with the VHA National Helpdesk which then gets forwarded to DSS Technical and Installation Services once assigned
Using our self-help web-based solution (http://Technical and Installation .dssinc.com)
Calling the main DSS Technical and Installation Services number at 561.284.7200 and then choosing the appropriate DSS Product.
Emailing [email protected]
Regardless of who takes the call or receives the email, the Technical and Installation Specialist assigned to the software will be engaged to fulfill the services defined in this SLA as they are notified. Responses to routine requests will primarily be delivered using email and augmented by use of the telephone.
Emergency Requests (Critical Priorities)
For issues involving a VHA server crashing that hosts DSS products, patient safety (as defined by VA Directive Number 19-0201 Patient Safety Notifications ,
Customer Service Escalations
If requests for Technical and Installation are not being handled within the OI&T staff s expectations as defined within this SLA then the following customer service escalation path should be used:
contact the DSS Technical Services Senior Manager by asking for him after calling his main phone number at 561.284.7000. Currently, the DSS Technical Senior
Service Manager is
contact the DSS Technical and Installation Services Vice-President by asking for him after calling his main phone number at 561.284.7000. Currently, the DSS Technical and Installation Services Vice President is
contact the DSS Account Manager by asking for them after calling their main phone number at 561.284.7000.
Research and Development (R&D) personnel apply their expertise in software development methodologies to provide for the design, coding, and maintenance of software systems and solutions. As such, R&D personnel perform a wide variety of software development activities and tasks within defined roles of expertise, including collaboration on a project or product delivery team, architecting software products and solutions, designing and developing Graphical User Interfaces (GUIs), database files and storage procedures, developing database interfaces, analyzing bugs and developing solutions, as well as assisting in troubleshooting of production and deployment issues.
The DSS Quality Assurance (QA) team ensures the highest quality products by performing positive, negative, integrative and regressive testing on every new feature and/or build. The quality assurance management approach uses industry practices such as ProPath/Project Management Accountability System (PMAS),
The Quality Assurance team develops test plans for each release. Each plan provides a breakdown of the specific functions to be tested, and may include testing of interfaces and dependent systems as required. Clear completion criteria will be defined for each test plan. The extent of an individual test plan will vary depending on the criticality and class of the product, the size and complexity of the release, and external interface validations required. System testing may be iterative in nature, and is bounded by the functional scope of a release. Software, common services, patches and minor enhancements will be tested with Application Lifecycle Management (ALM)
customer specifications and does not cause harm or performance degradation to other applications and services that exist in the same environment.
For test execution, the team maintains many VistA servers for Software Quality Assurance (SQA) purposes. These VistA servers contain the most recent patches of all VistA software. This allows the QA team to produce meaningful VistA scripts, document VistA package business rules and produce functional analysis documentation. Fictitious patient names are used on DSS systems to Technical and Installation compliance with the VA Information Technology (IT) Security and Health Insurance Portability and Accountability Act (HIPAA) regulations protecting patient privacy.
Test Procedures created by the Test Analyst using the
DSS Installation Services
The DSS Installation department will provide the services necessary to successfully complete the task that it was employed to do. Since the company has been formed, the DSS Installation department has been staffed and trained with professional and certified technical personnel. These installers are further certified to install the products. They perform installation both physically on site, or remotely as required at all facilities.
DSS Training Services
The PLM department understands the challenges related to managing large-scale initiatives that involve multiple stakeholders with competing objectives and how these can impact Electronic Health Record (EHR) projects. Project management teams analyzes project goals and objectives to gain a comprehensive understanding of the requirements and develops a structured strategy. Our nimble approach to project management gives us the flexibility and adaptability necessary to develop enhancements and monitor the effectiveness of assessment and reporting tools. All members of DSS project management teams adhere to industry best practices and methodologies, including Project Management Accountability System (PMAS), Capability Maturity Model Integration (CMMI),
DSS Company Information Security and Privacy Office (CISO)
The DSS CISO acts as the liaison between DSS employees, partners and
Other Considerations and Governing Agreements Term
This SLA will commence upon issuance of a license for a DSS Product and will continue for as long as a DSS Product is licensed to the VHA. Early termination of the SLA, extension of coverage, and expansion of the scope must be agreed upon by both parties and contract officers.
Equipment
DSS will provide all of the necessary equipment for DSS employees and contractors to perform the services outlined in this SLA. All equipment used by DSS employees and contractors will meet the VHA s security and data encryption requirements.
Personnel Changes
DSS may provide, for the purposes of maintaining redundancy, additional employees and contractors to assist team members while performing the services outlined in this SLA. In these cases, DSS will ensure all the VHA requirements are met.
DSS will notify the VHA Information Security Office (ISO) and Facility Chief Information Officer (FCIO) immediately when an employee or contractor assigned to the VHA is no longer employed by DSS. In this case, the VHA ISO and FCIO should immediately terminate access to all systems, physically and remotely.
Security & Privacy
DSS shall adhere to all VA Privacy & Security, the Privacy Act and HIPAA requirements when obtaining and reviewing diagnostic information. This includes all log files, error traps, screen capture images and database query results used to aid Technical and Installation in their troubleshooting activities.
VA Access
This contractor and subcontractor shall abide by the requirements of 41 CFR 60- 741.5(a) and 41 CFR 60-300.5(a). These regulations prohibit discrimination against qualified individuals on the basis of disability or protected veteran status, and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities or protected veterans.
The
fulfill their contractual obligations. Talent Management System access will be provided so that annual required
Resources, Roles, and Responsibilities
Identified below are the resources, roles to be played, and their associated responsibilities:
DSS Technical and Installation Services Director Technical and Installation Services Director is responsible for ensuring that the
DSS Installation Director The Installation Director is responsible for the management and coordination of VHA product installations. The Director is responsible for the management of the development and maintenance of product specific installation manual content. This individual is also responsible for the management of the training and certification of Installation staff. This role also manages in-house Installation and testing of all DSS and partner marketed software prior to installation. Lastly, the Installation Director is responsible for departmental reporting and budgeting.
DSS QA Director The QA Director is responsible for overseeing all quality assurance efforts within the organization, including the development and implementation of the quality assurance program. The QA Director administers quality assurance management systems and develops and monitors quality assurance programs. This individual hires, trains and supervises QA staff and managers.
DSS Director of Training The Director of Training oversees the
DSS Product Line Management Director The Product Line Management Director is responsible for the overall management of the management and delivery of
TRM Plus-TEDP
DSS Software License and
Service Level Agreement
TRM Plus-TEDP
DSS Software License and
Service Level Agreement
existing and new products/projects, product enhancements, modifications and/or bug fixes and acts as a mediator between
DSS Company Information Security and Privacy Office Manager The Company Information Security and Privacy Office Manager acts as the liaison between DSS employees, partners and the
VHA End Users The VHA End Users are responsible for first contacting their local
VHA Local IT SPOC The VHA Local IT SPOC is responsible for helping the DSS Technical and Installation Specialist(s) and Supervisory Technical and Installation Specialist coordinate their fulfillment of the Services outlined in this SLA within the VHA.
VHA ISO The VHA ISO is responsible for granting access requests to
TRM Plus-TEDP
DSS Software License and
Service Level Agreement
ADDENDUM A: ACRONYMS AND TERMS
Acronym
Definition
AEMS
Automated Engineering Management System
ALM
Application Lifecycle Management
CA
CAG
Citrix Access Gateway
CI
Configuration Items
CIO
Chief Information Officer
CISO
Company Information Security and Privacy Office
CMMI
Capability Maturity Model Integration
CO
Contracting Officer
COE
Certificate of Eligibility
COI
Certificate of Investigation
COR
Contracting Officer Representative
DSS
Acronym
Definition
DSS Products
DSS or DSS Partner Proprietary Software Solution
EHR
Electronic Health Record
FCIO
Facility Chief Information Officer
GFE
Government Furnished Equipment
GIP
Generic Inventory Package
GUI
Graphical User Interface
HIPAA
Health Insurance Portability and Accountability Act
ISO
Information Security Officer
IT
Information Technology
ITIL
M
MUMPS
MDIA
Medical Device Isolation Architecture
MERS
Medical Equipment Reporting System
Acronym
Definition
NMEA
Non-mail enabled account
OI&T
PHI
Protected Health Information
PIV
Personal Identity Verification
PKI
Public Key Infrastructure
PLM
Product Line Management
PMAS
Project Management Accountability System
PMI
PO
Purchase Order
POC
Point(s) of contact
QA
Quality Assurance
QAL
Quality Assurance Lead
QAM
Quality Assurance Manager
R&D
Research and Development
Acronym
Definition
S2S
Site to Site
SDM
Service Desk Manager
SIC
Security Investigations Center
SMC
Cisco Secure Mobility Client VPN Solution
SME
Subject Matter Expert
SOP
Standard Operating Procedure
SLA
DSS Software License and Service Level Agreement
SPOC
SQA
Software Quality Assurance
TMS
Talent Management System
TRM
Telecare Record Manager
VAMC
VHA
Acronym
Definition
TEDP
Triage Expert Dual Purpose
VistA
Veterans Health Information Systems and Technology Architecture
VPN
Virtual Private Network
VSC
Term
Definition
Problem
A problem is the unknown cause of one or more incidents. The lifecycle includes proactive activities to detect and prevent future problems/incidents by diagnosing the root cause of incidents, determining the resolution of those incidents, the development of a known error sub-process to allow quicker diagnosis and resolution if future incidents do occur, and ensuring that the resolution is
implemented through appropriate change control procedures.
Incident
An unplanned interruption to an Information Technology (IT) Service (e.g., use of an application) or a reduction in the Quality of an IT Service).
Service Request
A formal request from a user for something to be provided. (For example, a request for information or advice; to reset a password; or to install a workstation for a new user.) Service requests are managed by the request fulfillment process, usually in conjunction with the service desk. Service requests may be linked to a request
for change as part of fulfilling the request.
Known Error
A Problem that has a documented root cause and a workaround
solution
Software License Agreement
DSS Telecare Record Manager Plus (TRM Plus)
This Software License Agreement sets forth the terms and conditions upon which DSS licenses the Software to the Ordering Activity that issues a Purchase Order (whether a task or delivery order) under the applicable Schedule contract into which this Software License Agreement has been incorporated.
We ask that you return the Registration contained in this package as soon as possible.
LICENSE:
COPYRIGHT: This Software and the Related Materials are owned by
RESTRICTIONS ON USE AND TRANSFER: The Software is licensed to the facility indicated in the applicable Purchase Order. You may use the software on the servers or personal computers at the facility as stated in the Purchase Order. You may transfer all of your rights to the Software to another party if the other party receives a copy of this License Agreement and accepts all of its terms and conditions and uses it at the new facility accepting the Software license. If you transfer the Software, you must also transfer the Related Materials and all copies of the Software (or destroy those copies not transferred) to the other party. Such a transfer terminates your license to use the Software and the Related Materials. You may not use, copy of transfer copies of the Software and Related Materials except as provided for in this License Agreement, as required by the Federal Rules of Acquisition if the purchaser is a federal agency, or in the Purchase Order. You may not modify, reverse assemble or reverse compile the Software. You may not sub-license, rent, lease or assign the Software and Related Materials.
LIMITED SOFTWARE WARRANTY:
license and obtain a refund by returning all copies of the Software and Related Materials, together with a copy of your license payment receipt. You assume all shipping and handling charges for return and replacement of the Software and Related Materials under this warranty. This limited warranty will apply only if the Software is licensed and located in
Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. This limited warranty gives you specific legal rights, and you may also have other rights which vary from state to state.
LIMITATION OF REMEDIES AND LIABILITY: The remedies described in this License Agreement are your exclusive remedies and
TERM: This License Agreement is effective until the end date indicated in the Purchase Order or it is otherwise terminated. You may terminate it at any time by destroying all copies of the Software and Related Materials in any form and otherwise in accordance with the procedures specified in the Contract, the Purchase Order, and applicable Federal regulations. Upon such termination, you agree to destroy all copies of the Software and Related Materials.
GOVERNMENT LICENSES: RESTRICTED RIGHTS LEGEND
In the event this product is licensed to the United States Government,
Limited Rights restrictions of DFARS --252.227-7015(b)(2) (
restrictions of DFARS --227.7202- 1(a) (
*-52.227-14 (
52.227 that pertain to computer software as defined therein are applicable to the
EXPORT LAW ASSURANCES: You acknowledge that the Software is subject to restrictions and controls imposed under the U. S. export Administration Act. You certify that neither the Software nor any direct product thereof is being or will be acquired, shipped, transferred or re-exported, directly or indirectly, into any country prohibited under the Act.
APPLICABLE LAWS: This Agreement is governed by the laws of
Triage Expert Dual Purpose (TEDP)
This Software License Agreement ( Agreement ) sets forth the terms and conditions upon which DSS and DSHI (DSS and DSHI are collectively referred to as, the Licensor ) licenses the Software to the Ordering Activity that issues a Purchase Order (whether a task or delivery order) under the applicable Schedule contract into which this Software License Agreement has been incorporated.
Intent of Agreement:
You have entered into this Agreement so you can access and use Licensor's Triage Expert Dual Purpose (TEDP) software product ("Software") in the performance of your clinical services. This Agreement restricts the use of the Software to your internal operations and computers.
Scope of Agreement:
This Agreement constitute the components of the agreement between you and Licensor concerning
Licensor s provision of Software and your use of such Software. This Agreement replaces and supersedes any prior verbal understandings, written communications, and representations.
Acceptance of Agreement:
Access and utilization of Licensor's Software by you constitutes acceptance of the terms and conditions set forth in this Agreement.
Term of Agreement:
This Agreement shall remain in effect for one (1) year from the date of its execution unless it is prematurely terminated by an act of default or termination in accordance with Section 7. Provisions for renewals and extension of this Agreement are contained herein.
TERMS AND CONDITIONS
Limited License
Software. Upon execution of this Agreement and compliance with all its terms including terms of all attached Schedules, Licensor hereby grants you a limited, nonexclusive, nontransferable License to use the Software for internal data operations at your site(s). Any third party software products, data files or modules provided to you relating to the Software shall be used solely with said Software.
Limitations and Right to Limited License to Third Parties
You may not resell, distribute, copy or sublicense the Software in any form, including portions thereof, except as specifically defined in this Agreement, without the prior written consent of the Licensor.
Furthermore, Licensor has the right to sell or license at any time all versions of the Software and Data Files, including adaptations thereof, as well as all other products at any time without your permission.
Limited License Limitations
Except as expressly authorized herein, you shall not, nor assist any third party to:
copy or modify the Software, except as necessary to incorporate it into your application in accordance with the terms of this Agreement;
reverse engineer, disassemble or decompile the Software or in any way attempt to discover or reproduce the codes, techniques, formats, concepts, methods, ideas and information contained in or used to create the Software;
publish, distribute, disclose, rent, license, sublicense or transfer to any third party any portion of the Software in any business arrangement or third party training or otherwise translate the Software by any means other than that specifically defined in this Agreement;
invoke the Software, other than through documented API calls;
publish, distribute, disclose, market, sell, rent or license Licensor's Software in any form on the Internet or an intranet other than specifically permitted by the terms of this Agreement.
Licensee shall:
protect the Software with at least the same degree of security and privacy as used for its own proprietary products and information;
promptly notify Licensor if any breach of security of the Software may or is known to have occurred;
promptly notify Licensor if any breach of security of the Software may or is known to have occurred;
use the Software only on computer servers complying with Licensor s technical requirements;
comply with all requirements of this Agreement.
No license, right, or interest in any Licensor trademark, trade name, or service mark is granted hereunder. You are however authorized to name Licensor as the supplier of the Software for promotional purposes. Licensor has the right to display its copyright on the Software and all software applications produced and licensed by Licensor. You and Licensor may publish general press releases regarding this Agreement.
The Software is licensed on a per Veteran Integrated Service Network (VISN) basis. An unlimited number of Software users within a licensed VISN are authorized to serve veterans within that same VISN.
Fees and Payment Terms
You will pay all the fees as specified in a valid purchase order, submitted by you and accepted by the Licensor.
Title and Protection
Licensor warrants that it is the owner of the entire right, title, and interest in and to the Software, that it has the sole right to grant license thereunder, and that it has not knowingly granted contracts or licenses thereunder to any entity that would restrict rights granted hereunder.
Licensor retains title to all portions of the Software.
The Software contains valuable proprietary information. Accordingly, you shall not disclose the Software to anyone other than your employees or consultants under nondisclosure obligations who have a need to know for purposes consistent with this Agreement. You shall ensure that anyone who has authorized access to the Software complies with the provisions of this agreement.
Copyright Protection: Third Parties
Licensor warrants that the Software does not infringe upon any
If the Software is finally adjudged to so infringe, or in the Licensor's opinion is likely to become subject of such as claim, or in the defense or settlement of the action, the Licensor shall, as its option, either: (1) procure you the right to continue using the Software, (2) modify or replace the Software to make it non infringing while giving equivalent performance, or (3) refund the fee paid during the current Term, less appropriate usage amounts, upon return of the Software.
Default and Termination
You may terminate this Agreement at any time without cause. Licensor has no obligation to refund fees already paid by you for a termination that occurs prior to end of a year for which the license fees have previously been paid. Licensor may terminate this Agreement after default by you. Any of the following shall constitute an event of default:
You fail to perform any of your obligations under Sections 3 Limited License Exclusions or Section 5 Title and Protection, ; or
You fail to perform any other material obligation under this Agreement, including payment of moneys owed, and such failure remains uncured for more than thirty (30) days after receipt of written notice thereof.
If an event of default occurs, the non-defaulting party, in addition to any other rights available to it under law or equity, may terminate this Agreement and all limited licenses granted hereunder by written notice to the defaulting party. Remedies shall be cumulative and there shall be no obligation to exercise a particular remedy.
Within fifteen (15) days after termination of this Agreement, you shall certify in writing to Licensor that all copies of the Software in any form, including partial copies within modified versions, have been destroyed or returned to Licensor.
Renewal or re-negotiation of this Agreement may be requested by either party with a minimum of sixty
(60) days-notice prior to its expiration date. In this event, Licensor will provide current pricing and terms for its Software and services within thirty (30) days of the expiration date of this Agreement.
In the event of default or termination of this Agreement, you agree that all the terms and limitations relating to nondisclosure, exclusions, and protection of Licensor's Software contained in sections 3.1, 5.3, 7.3, 9, and 17 shall survive after any such default or termination.
Limited Warranty
Licensor warrants that it has title to the Software and the authority to grant a license to access and use the Software. Licensor warrants that the Software will perform substantially in accordance with the Licensor's Documentation for the term of the Agreement. Licensor's and its suppliers' entire liability and your exclusive remedy shall be, at Licensor's option, either: (a) return of the price paid, or (b) repair or replacement of the Software that does not meet Licensor's Limited Warranty and which is returned to Licensor. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software or hardware will be warranted for the remainder of the original warranty period. LICENSOR AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE SOFTWARE, THE DOCUMENTATION AND ANY ACCOMPANYING HARDWARE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSOR DOES NOT WARRANT THAT THE SOFTWARE IS FREE FROM ALL ERRORS AND OMISSIONS, THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT USE OF THE SOFTWARE WILL BE INTEGRATED OR WITHOUT ERROR. LICENSOR DOES NOT RECOMMEND, ADVISE OR SUGGEST THAT ANY PHYSICIAN OR OTHER HEALTHCARE PROVIDER USE THE SOFTWARE FOR DIAGNOSTIC PURPOSES.
Limitations of Liability
IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU TO LICENSOR FOR THE SOFTWARE OR THE SERVICES
FROM WHICH THIS CLAIM AROSE. THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY RISK, WHICH IS SET FORTH IN THIS SECTION.
NEITHER LICENSOR,
THE PERFORMANCE OF THIS AGREEMENT IS SUBJECT TO TERMINATION WITHOUT LIABILITY UPON THE OCCURRENCE OF ANY CIRCUMSTANCE BEYOND THE CONTROL OF EITHER PARTY SUCH AS ACTS OF GOD, WAR, GOVERNMENT REGULATIONS, DISASTER, STRIKES (EXCEPT THOSE INVOLVING THE EMPLOYEES OR AGENTS OF THE PARTY SEEKING THE PROTECTION OF THIS CLAUSE), CIVIL DISORDER, OR CURTAILMENT OF TRANSPORTATION FACILITIES TO THE EXTENT THAT SUCH CIRCUMSTANCE MAKES IT IMPOSSIBLE TO PROVIDE OR MAINTAIN THE SOFTWARE OR SERVICES. THE ABILITY TO TERMINATE THIS AGREEMENT WITHOUT LIABILITY PURSUANT TO THIS PARAGRAPH IS CONDITIONED UPON DELIVERY OF WRITTEN NOTICE TO THE OTHER PARTY SETTING FORTH THE BASIS FOR SUCH TERMINATION WITHIN TEN (10) DAYS AFTER LEARNING OF SUCH BASIS.
Software Support Services Terms and Conditions
You are responsible for all client computer installation, configuration, testing, and maintenance. You are also responsible for network administration setup, such as user and group creation, configuration and access rights verification.
Licensor will provide updates to Software on a quarterly basis, free of charge, for the term of the Agreement.
Time spent by Licensor technical support personnel solving problems that are unrelated to the Software will be billed at standard Licensor technical T&M rates.
Data Shipping Methods and Shipping Costs
Any transfer of documentation shall be transferred via secure FTP, email, or delivered to you on appropriate storage media, such as CD or DVD.
Medical Data File Updates and Transfers
Licensor will provide you with Medical Data Updates at a minimum of one (1) update per quarter, with the first update to be provided within six months following the initial access of the Software.
Licensor will provide Licensee with any relevant changes in Documentation during the Term of this Agreement.
Required Third Party Software Products
The Software may require standard third party software products for normal operation, which shall be included in the Documentation. Such products shall be purchased, installed and configured by you according to the Documentation.
Notices
All notices shall be in writing and sent by first class mail, overnight mail, courier, or transmitted by facsimile (if confirmed by such mailing), to the addresses indicated on the first page of this Agreement, or such other address as either party may indicate with at least ten (10) days prior written notice to the other party.
Assignment by Licensee
You may not assign this Agreement (by operation of law or otherwise), license or sublicense the Software without the prior written consent of Licensor. Any prohibited assignment or licensing shall be null, void and in default.
Assignment by Licensor
Licensor may assign this Agreement (by operation of law or otherwise) or license the Software to another entity without you prior written consent. In the event of any such assignment or in the event of the purchase of a controlling interest of Licensor by a third party, Licensor warrants that the terms of any assignment or purchase shall include provisions for the following:
You will be notified of any change in the controlling interest of Licensor by a third party; and
all terms and conditions of this Agreement, including Software support, remain unchanged throughout the duration of this Agreement.
Nondisclosure Obligation
The terms, conditions, pricing and any other proprietary information related to this Agreement are confidential and shall not be disclosed, orally or in writing, by you to any third party without the prior written consent of Licensor or as required by State law.
You shall protect the Software with at least the same degree of care and confidentiality, which you utilize for similar proprietary information that you do not wish disclosed to other parties. You may provide access to and use of the Software only to the degree necessary for third parties who are under contract with you to provide services related to hardware, software or system integration, programming and maintenance, provided any such third parties have executed a nondisclosure agreement pertaining to Licensor's proprietary property and provided this Agreement is not terminated. Copies of executed nondisclosure agreements with any third parties accessing the Software shall be forwarded to Licensor within 30 days of signature.
General
This Agreement is made in and shall be governed by the laws of the
Government Licenses: Restricted Rights Legend
In the event this Software is licensed to the United States Government, all other terms of this license notwithstanding its use, duplication, or disclosure by the U. S. Government is subject to restrictions as set forth in the applicable FAR governing the purchase.
Definitions
"Administrative Access" means remote access to the server limited license to run the Software by some secure log-on mechanism such as PC Anywhere, or other software product provided by Licensor, for the purpose of general monitoring and maintenance.
"API" means any computerized application programming interface including but not limited to dynamic link libraries (dll), COM (objects), and
"Documentation" means technical publications relating to the use of the Software, such as reference and user, and technical guides delivered by Licensor to you.
"Medical Data Updates" means any of Licensor's proprietary medical content in any format including but not limited to machine-readable, database, and text file form.
"Software" means any and all Licensor software, including but not limited to Triage Expert Dual Purpose.
"T&M" means "time and materials" (as used herein, meaning a professional's hourly rate, plus out-of- pocket costs).
Link/URL: https://www.fbo.gov/spg/VA/BroVANAP/VAMD/36C24219Q0180/listing.html
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