The Office of the National Coordinator for Health Information Technology has issued guidance that explains important contract terms when negotiating with a vendor to purchase an electronic health records product.

Research firm Westat prepared the guidance under a contract with ONC. Understanding the terms can help an organization select the appropriate EHR, protect from business and safety risks, and ensure the EHR and vendor do what is expected, according to the guidance. “If you misunderstand these terms, you may not be able to rely on your contract to help prevent disruptions to your practice.”

Most EHR vendors offer standardized contracts with some negotiable terms; others won’t change any terms, the guidance notes. “If you decide to accept standard EHR technology developer contract terms without negotiation, it may be especially important to understand the implications of the standard terms and to make yourself aware of terms that may not be in the contract that could provide you with added legal protection.”

The terms covered in the guidance, what they mean and what providers need to know about them, are: Indemnification and Hold Harmless, Confidentiality and Non-disclosure Agreements, Warranties and Disclaimers, Limitation of Liability, Dispute Resolution, Termination and Wind Down, and Intellectual Property Disputes.

The guidance is available here.

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