Roche IT Consulting Services terms and conditions

The following are Terms and Conditions associated with Roche IT Consulting Services

IT Consulting Services. 
The IT Consulting Services for LIS, Autoverification, Moving Averages and/or Business Intelligence that Customer is purchasing will be defined as "IT Consulting Services". The term “LIS” as used herein will mean Laboratory Information System or other similar system.

Discount Information: The information set forth on the IT Consulting Services Exhibit(s) details any Discounts associated with the IT Consulting Services being acquired. All Discounts hereunder shall constitute a “Discount” (as that term is defined in 42 CFR part 1001.952(h)). The values for the items listed as “Included in Reagents” and/or “No Additional Charge” are provided for use in preparing Your Medicare cost reports. In the event of a default by You, Roche may require You to pay for the pro-rata remaining value of any Discounts.

Services to be performed: See IT Consulting Services Exhibits(s). Roche offers separate IT Consulting Services for LIS, Autoverification, Moving Averages and for Business Intelligence. The IT Consulting Services Exhibits(s) details the IT Consulting Services to be performed under an agreement and the additional obligations of Roche and Customer as it relates to the specific IT Consulting Services.

Requirements:  Customer must acquire appropriate licensing, features and products applicable to the IT Consulting Services being purchased. Customer must have Roche software within two (2) versions of the then-current version being sold by Roche to new customers (the “Current Release”). If Customer's current software does not meet these version and/or feature requirements, Customer agrees to execute an agreement to acquire these versions and features as necessary for Roche to provide the IT Consulting Services.

Term: Roche will complete the IT Consulting Services in a time period mutually agreed to by the parties using commercially reasonable standards. Roche shall provide Customer with written notice (“Service Completion Notice”) when the IT Consulting Services are completed. The Service Completion Notice may take the form of an email to an email address previously provided by Customer for regular communication regarding the IT Consulting Services.

Validation: Customer will have ten (10) business days from the date of the Service Completion Notice to confirm the accuracy and completeness of the IT Consulting Services performed. Roche will work with Customer for a reasonable period of time to make any adjustments deemed reasonably necessary by Customer and identified to Roche in writing during this ten (10) business day period. Customer's notice to Roche may take the form of an email to an email address previously provided by Roche for regular communication regarding the IT Consulting Services.

Use and Ownership of Rules, Protocols and Dashboards:

  • a. Autoverification - Roche hereby grants Customer a perpetual, non-exclusive, non-transferable right to use any Roche software decision-making algorithms or “rules” created by Roche in the provision of the IT Consulting Services. This right is granted solely for Customer's own use in Customer's processing of laboratory patient results. The rights provided under this Section are granted to Customer and Customer's sites specifically included on the agreement only, and shall not be considered granted to any of Customer's subsidiary, holding or other affiliated companies unless expressly agreed to by Roche. Customer may continue to use any rules created for Customer during the Term of IT Consulting Services and for so long as Customer continues to use the Roche software product pursuant to the agreement.
  • b. Moving Averages - Roche hereby grants Customer a perpetual, non-exclusive, non-transferable right to use any Roche Middleware Moving Averages protocols or “graphs” created by Roche in the provision of the IT Consulting Services. This right is granted solely for Customer's own use in Customer's processing of laboratory patient results. The rights provided under this Section are granted to Customer and Customer's sites specifically included on the agreement only, and shall not be considered granted to any of Customer's subsidiary, holding or other affiliated companies unless expressly agreed to by Roche. Customer may continue to use any protocols created for Customer during the Term of IT Consulting Services and for so long as Customer continues to use the Roche software product pursuant to the agreement.
  • c. Business Intelligence - Roche hereby grants Customer a perpetual, non-exclusive, non-transferable right to use any Roche Business Intelligence dashboards created by Roche in the provision of the IT Consulting Services. This right is granted solely for Customer's own use in Customer's interpretation of laboratory metrics based on patient samples. The rights provided under this Section are granted to Customer and Customer's sites specifically included on the agreement only, and shall not be considered granted to any of Customer's subsidiary, holding or other affiliated companies unless expressly agreed to by Roche. Customer may continue to use any dashboards created for Customer during the Term of IT Consulting Services and for so long as Customer continues to use the Roche software product pursuant to the agreement.

Responsibilities:

  • a. Responsibility for Parameter Data, Validation Plans, Validation of Rules and Laboratory Standard Operating Procedures: Customer expressly agrees and acknowledges that although Roche is providing Customer with the IT Consulting Services (including assistance in establishing or customizing certain algorithms or “rules” to direct the software in the processing of patient test results within Customer's laboratory), Customer remains solely and exclusively responsible for (a) determining the data values and parameters associated with all rules implemented within Customer's institution (even to the extent these data values and parameters are used by Roche in rule-creation on Customer's behalf), (b) creating a plan to validate any rules Customer implements, (c) fully validating any rules in accordance with Customer's validation plan to ensure compliance with all standards promulgated by any applicable regulatory agencies or other governing bodies, and (d) creating, implementing, training on and maintaining compliance with standard operating procedures which govern the use of these rules within Customer's laboratory.
  • b. Responsibility for Moving Averages Protocols and Laboratory Standard Operating Procedures: Customer expressly agrees and acknowledges that although Roche is providing Customer with the Services (including assistance in establishing or customizing certain protocols or “graphs” to direct the software in the processing of patient test results within Customer's laboratory), Customer remains solely and exclusively responsible for (a) determining the data values and parameters associated with all protocols implemented within Customer's institution (even to the extent these data values and parameters are used by Roche in protocol creation on Customer's behalf), (b) creating a plan to determine the n value, (c) creating, implementing, training on and maintaining compliance with standard operating procedures which govern the use of these protocols within Customer's laboratory.
  • c. Responsibility for Business Intelligence Dashboards and Laboratory Standard Operating Procedures: Customer expressly agrees and acknowledges that although Roche is providing Customer with the Services (including assistance in creating and customizing Business Intelligence dashboards to direct the software in the interpretation of laboratory statistics within Customer's laboratory), Customer remains solely and exclusively responsible for (a) determining the data values and parameters required for populating each dashboard within Customer's institution (even to the extent these data values and parameters are used by Roche in dashboard-creation on Customer's behalf), (b) determining what data to exclude from any dashboard, (c) evaluating accuracy of all dashboards based on data Customer's laboratory provided (d) creating, implementing, training on and maintaining compliance with standard operating procedures which govern the use of these dashboards within Customer's laboratory.
  • d. Responsibility for LIS Validation Plans: You expressly agree and acknowledge that although Roche is providing You with the IT Consulting Services for LIS. You remain solely and exclusively responsible for (a) creating a plan to validate your system. (b ) fully validating in accordance with Your validation plan to ensure compliance with all standards promulgated by any applicable regulatory agencies or other governing bodies, and (c) creating, implementing, training on and maintaining compliance with standard operating procedures which govern the use of these systems within Your laboratory.

No Warranties Provided; LIMITATION OF LIABILITIES:

  • a. No IT Consulting Services Warranties. The IT Consulting Services are not being provided with any specific warranties by Roche, except that Roche will use commercially reasonable efforts to ensure that the IT Consulting Services are provided in a professional manner.
  • b. No Rules-Writing Warranties. Customer agrees that any parameters used for algorithm-based decision-making or “rules” implemented at Customer's institution were derived from data values or other information provided by Customer, and that Customer remains solely responsible for the provision of this data and for the validation of any rules implemented by Customer. Roche makes no representations or warranties with respect to any algorithms or rules implemented by Customer, even if developed via the IT Consulting Services.
  • c. No Protocol-Writing Warranties. Customer agrees that any parameters used for protocols or “graphs” implemented at Customer's institution were derived from data values or other information provided by Customer, and that Customer remains solely responsible for the provision of this data and for the validation of any protocols implemented by Customer. Roche makes no representations or warranties with respect to any protocols implemented by Customer, even if developed via the IT Consulting Services.
  • d. No Dashboard Content Warranties. Customer agrees that any parameters used for populating a dashboard used at Customer's institution were derived from data values or other information provided by Customer, and that Customer remains solely responsible for the provision of this data and for the use of all dashboards implemented by Customer. Roche makes no representations or warranties with respect to any dashboard content created by Customer, even if developed via the IT Consulting Services.
  • e. LIMITATION ON LIABILITIES. ROCHE SHALL HAVE NO LIABILITIES UNDER THE AGREEMENT IN CONNECTION WITH THE IT CONSULTING SERVICES OUTLINED HEREIN FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY DAMAGES, COSTS, FEES OR EXPENSES RELATING TO OR ARISING FROM ANY CONVERSION OR MIGRATION OF YOUR LIS OR OTHER SIMILAR SYSTEMS,  THE IMPLEMENTATION BY CUSTOMER OF ANY RULES OR THE USE OF ALGORITHM-BASED DECISION MAKING OR RULES-BASED DECISION PROCESSING BY CUSTOMER'S LABORATORY

Customer's Obligation to Indemnify Roche: Customer agrees to defend, indemnify and hold Roche harmless under the agreement from any demands, claims, actions, losses, damages, expenses or liabilities (including reasonable attorneys' fees and court costs) arising out of, relating to, or in connection with the processing or use of patient test results using the migrated or converted LIS,  algorithm-based decision making or rules-based decision processing or rules as implemented by Customer, the protocols or use of patient data in Quality Control (QC) as implemented by Customer, or the use of any Business Intelligence dashboards as implemented by Customer, even to the extent implemented with the assistance of Roche via provision of the IT Consulting Services.

Roche's Obligation to Indemnify Customer: Customer and Roche agree and acknowledge that the indemnity obligation set forth in this Section applies to the IT Consulting Services described in the agreement only and is not intended to in any way to modify or negate any indemnity provided to one party by the other party in any other agreement between Customer and Roche. Roche agrees to defend, indemnify and hold Customer harmless under the agreement for any demands, claims, actions, losses, damages, expenses or liabilities (including reasonable attorneys’ fees and court costs) arising out of, relating to, or in connection with Roche’s gross negligence or willful misconduct in the provision of the IT Consulting Services, provided that the parties understand that implementation of an algorithm or “rule”, a protocol or “graph, or dashboards, using data values provided by Customer shall not constitute negligence or willful misconduct so long as the algorithm or “rule”, protocol or “graph, or dashboards was properly implemented by Roche and the demand, claim, loss, damage, expense or liability relates to the data values or information implemented