Hyland Offerings Legal Center

Contracts

Hyland Offerings Landing Page
Managed Services Schedule
Advise Managed Services
Intelligent Medical Records as a Service (IMRaaS)
Success Paths
Accounts Payable (AP) as a Service (APaaS) Schedule - For Workday
IAConnect AP Base Requirements Document
Accounts Payable (AP) as a Service (APaaS) Schedule - For IAConnect
Technical Account Manager Services Schedule
Resource as a Service (RaaS) Schedule
Hyland Care EHR Services for New Customer
Hyland Care EHR Services for Existing Customer (Cloud Migration)
Hyland Care EHR Services for Existing Customer (No Migration)
Hyland Care AP Services Schedule for Existing Customer
Hyland Care for Enterprise Imaging Schedule
IMR Solution Version Information
VPConnect Base Solution Requirements Document
Hyland Care AP for New D4D Customer Schedule
Hyland Care for Intelligent Medical Records (IMR) Schedule

Hyland Offerings Landing Page

Version

Effective June 14th 2024

Download

Hyland Subscription Services

Contracts and policies for Hyland Care and Hyland Managed Services customers

Effective February 7th 2024 to June 14th 2024

Download

Hyland Subscription Services

Contracts and policies for Hyland Managed Services customers

Hyland Success Paths

Contracts and policies for Hyland Success Paths

Effective February 6th 2024 to February 7th 2024

Download

Hyland Managed Services

Contracts and policies for Hyland Managed Services customers

Hyland Success Paths

Contracts and policies for Hyland Success Paths

Effective November 16th 2023 to February 6th 2024

Download

Hyland Managed Services

Contracts and policies for Hyland Managed Services customers

Hyland Success Paths

Contracts and policies for Hyland Success Paths

Effective September 27th 2023 to November 16th 2023

Download

Hyland Managed Services

Contracts and policies for Hyland Managed Services customers

Hyland Success Paths

Contracts and policies for Hyland Success Paths

Effective December 15th 2022 to September 27th 2023

Download

Hyland Managed Services

Contracts and policies for Hyland Managed Services customers

Hyland Success Offerings

Contracts and policies for Hyland Success Offerings

Effective December 9th 2022 to December 15th 2022

Download

Hyland Managed Services

Contracts and policies for Hyland Managed Services customers

Hyland Success Offerings

Contracts and policies for Hyland Success Offerings

Effective December 9th 2022 to December 9th 2022

Download

Hyland Managed Services

Contracts and policies for Hyland Managed Services customers

Hyland Success Offerings

Contracts and policies for Hyland Success Offerings

Effective December 9th 2022 to December 9th 2022

Download

Hyland Managed Services

Contracts and policies for Hyland Managed Services customers

Hyland Success Offerings

Contracts and policies for Hyland Success Offerings

Effective December 9th 2022 to December 9th 2022

Download

Hyland Managed Services

Contracts and policies for Hyland Managed Services customers

Hyland Success Offerings

Contracts and policies for Hyland Success Offerings

Effective December 8th 2022 to December 9th 2022

Download

Hyland Managed Services

Contracts and policies for Hyland Managed Services customers

Hyland Success Offerings

Contracts and policies for Hyland Success Offerings

Effective December 8th 2022 to December 8th 2022

Download

Hyland Managed Services

Contracts and policies for Hyland Managed Services customers

Hyland Success Offerings

Contracts and policies for Hyland Success Offerings

Effective October 4th 2022 to December 8th 2022

Download

Hyland Managed Services

Contracts and policies for Hyland Managed Services customers

Hyland Success Offerings

Contracts and policies for Hyland Success Offerings

Effective October 3rd 2022 to October 4th 2022

Download

Hyland Managed Services

Contracts and policies for Hyland direct customers

Hyland Success Offers

Contracts and policies for Hyland partners

Effective October 3rd 2022 to October 3rd 2022

Download

Hyland Direct Customers

Contracts and policies for Hyland direct customers

Hyland Partners

Contracts and policies for Hyland partners

Managed Services Schedule

Version

Effective December 19th 2023

Download

Managed Services Schedule

Managed Services; Add-On Managed Services

Hyland will provide to Customer Managed Services during an “Initial Term” as defined in the Order Form. As used herein, “Managed Services” shall mean the services described under the heading in the service level offering table below (Operate, Enhance or Expand) that corresponds to the service level selected by Customer and set forth on the Order Form. Descriptions of the services included within each service level offering are provided in Appendix 1 and are provided as follows:

The Managed Services shall be specific to Customer’s existing Software solution(s);
Managed Services will support the number of products and environments noted on the Order Form. Hyland’s involvement may range from owning specific tasks to consultation only;
All services will be performed remotely;
- If Customer and Hyland mutually agree to onsite visits by Hyland resources, Customer agrees that travel expenses will be billed separately from Managed Services fees.
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Managed Services are described in Appendix 2. Customer may purchase Add-On Managed Services by designating on the Order Form those Add-On services it requires.

Service Level Offerings

Please reference the Order Form for a description of the service level offering selected for purchase.

Services	Operate	Enhance	Expand
Service Desk	Designated	Designated	Designated
Service Delivery Manager	Designated	Designated	Designated
Monthly Activity Report	Included	Included	Included
Administration	Included	Included	Included
Configuration Management Database Document	Included	Included	Included
Solution Design Documentation	Included	Included	Included
Quarterly Sponsor Review		Included	Included
Long-Term Release Management		Included	Included
Strategic Workshop		Included	Included
Expansion Management			Included
Incident	Review Response Resolution	Review Response Resolution	Review Response Resolution
Change	Review Response	Review Response Resolution	Review Response Resolution
Release	Review Response	Review Response Resolution	Review Response Resolution
Problem	Review Response Resolution	Review Response Resolution	Review Response Resolution

Assumptions

Managed Services are based upon the below limitations and assumptions being true. If for any reason these assumptions are not true, this could result in a scope change and may have an impact on Hyland’s ability to provide the Managed Services, as well as the proposed cost and timeline to deliver such services:

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Customer is aware that Managed Services are intended to assist with specific requests for assistance, and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing. Requests for Professional Services that do not constitute Managed Services shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below; and
Customer understands Managed Services are intended to supplement Customer’s needs beyond standard technical support.

Exclusions

The following items are not covered under Managed Services:

Consultation, expertise and/or support of third party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to by Hyland in writing.
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development, unless Customer has purchased Custom Script Requests as an Add-On Managed Service;
Direct database modifications; and
Full project management and delivery utilizing Hyland’s formal project methodology in any form.

Requests for excluded items or Professional Services that do not constitute Managed Services may be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Change Control Process.

Initiating Service Requests and Change Requests

Customers shall communicate Service Requests and/or Change Requests to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal;
Unless explicitly identified, all Service Requests and Change Requests must be reported directly to the Service Desk and cannot be communicated through any indirect means. (see appendices);
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Hyland will determine whether the request submitted constitutes a Service Request or a Change Request.
1. If the request is determined to be a Change Request, then:
  1. If Customer has subscribed for the Operate service level, Hyland will provide general consulting in relation to business requirements or use cases, including suggested module usage to satisfy a business requirement or use case, training in module configuration to qualified individuals (such as a designated System Administrator) and suggested software configuration to satisfy a business requirement or use case; however, Hyland will not perform configuration tasks, testing or migration to production. General consultation relating to Change Requests will be limited to fifty (50) instances per twelve-month period.
  2. If Customer has subscribed for the Enhance or Expand service level, Hyland will provide the services described below under “Enhance/Expand Change Requests.”
Resolution for Service Requests and Change Requests are as follows:
1. Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request;
2. Any Change Request for off-hours maintenance windows, extended involvement such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.

Enhance / Expand Change Requests

Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change, or consultation services only. Customer’s ability to receive consultation services related to a Change Request shall not be restricted; however, Customer will be limited to fifty (50) elective service engagements in response to Change Requests per twelve (12) month period, to be managed in the following manner:
1. Customer will receive an “account balance” of fifty (50) elective service engagements. All Change Requests for which active services are requested will be charged a minimum of one (1) active service engagement;
  1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland;
  2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes (and will advise Customer of the number of elective service engagements to be charged, if applicable);
  3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iv) below, Hyland will perform the work required to address the Change Request. If Customer’s elective service engagement balance is insufficient, Hyland will perform only consultation services relating to the Change Request (subject to Customer’s election to purchase additional Change Requests);
  4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the managed services delivery team (such as Software conversions or implementations);
2. Unused elective service engagements will not be rolled over into any subsequent period or renewal term
3. In a single month, Customer may request active services relating to Change Requests that total no more than twenty-five (25) percent of the total annual elective service engagement allotment;
4. Elective service engagements are scheduled services subject to mutually agreed upon timelines;
5. Hyland will prioritize all elective service engagements received from the Customer and will determine the order of changes to be scheduled and completed;
6. Hyland will provide a monthly report of elective service engagement information that will include the following information:
  1. Opening balance
  2. Credits
  3. Debits
  4. Remaining balance
Hyland will make reasonable efforts to respond to emergency Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Requests. Hyland reserves the right to close Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Customer Obligations

To facilitate Hyland’s delivery of Managed Services, Customer agrees to the following obligations. The parties acknowledge and agree that failure to meet the responsibilities noted will affect project duration, cost and/or quality in the execution and completion of Managed Services.

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal; and
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

(a) solicit for employment or for engagement as an independent contractor for the soliciting party or for any other third party a person who is or was an employee of the other party, or otherwise encourage or assist any such person to leave the employ of the other party for any reason, in each case at any time during such person’s employment by the other party or within one year (1) after such person has ceased to be an employee of the other party; or

(b) hire or engage, directly or indirectly, as an employee or independent contractor a person: (i) with whom the hiring party had contact or who became known to the hiring party in connection with this Schedule; and (ii) who is or was an employee of the other party, in each case at any time during such person’s employment by the other party or within one year (1) after such person has ceased to be an employee of the other party.

Each violation of this provision by a party entitles the other party to liquidated damages (not a penalty) in an amount equal to the greater of: (i) $50,000.00, or (ii) 100 percent of the employee’s annual earnings immediately prior to leaving the other party’s service, and, in either case, all costs associated with the collection of such liquidated damages, including, but not limited to, reasonable attorneys’ fees. A general advertisement or a request for employment that is initiated exclusively by an employee of the other party shall not be considered a solicitation pursuant to Section (a). The parties agree that this provision survives the termination of this Schedule.

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

If any party believes that a change to this Schedule is warranted, the party shall issue a Change Request in writing. The Hyland and Customer project teams will review the Change Request, determine the impact, and attempt to agree to the change(s). Once the change(s) are agreed upon, Hyland will provide a formal Change Order to Customer outlining the change in Professional Services, the impact on hours, resources, timeline and/or cost.

Customer and Hyland will fully execute each mutually agreed upon Change Order prior to the requested changes taking effect. Customer and Hyland acknowledge that this may affect Professional Services, timelines and deliverables, and therefore will make reasonable efforts to execute any changes to this Schedule with enough lead-time to minimize the influence on the project. No Change Order is binding upon the parties until it is executed by both parties.

Term and Termination

The Initial Term of this Managed Services Schedule is defined in the Order Form. Hyland will provide to Customer Managed Services during the Initial Term, provided that if an Initial Term is not defined in the Order Form, it shall mean the twelve (12) month period commencing on the Effective Date of the Order Form (as such term is defined in the Order Form).

Unless otherwise specified herein, after the Initial Term, this Managed Services Schedule will renew automatically, at the then current service level, for periods equal to the Initial Term (each, a “Renewal Term”), unless either party provides written notice of its desire not to renew at least sixty (60) days prior to the end of the then-current Initial Term or Renewal Term, as applicable.

Unless otherwise agreed to in an Order Form, Hyland will invoice Customer on or after the Effective Date of the applicable Order Form for the Initial Term; provided, that, if the Initial Term is longer than one (1) year, Hyland shall invoice Customer for the first year of such Initial Term on or after the Effective Date and shall invoice Customer for each subsequent year of the Initial Term at least forty-five (45) days prior to the beginning of such year.

At least forty-five (45) days prior to the expiration of the Initial Term (or applicable Renewal Term), Hyland will provide an invoice setting forth the fees applicable to the Renewal Term. Such invoice shall be due and payable on or before the first day of the Renewal Term. Hyland may not increase the fees for any Renewal Term by more than ten (10) percent of the fees payable with respect to the then expiring term.

Notwithstanding anything to the contrary in the Underlying Agreement (as defined in the Order Form, if applicable), the Professional Services Terms and Conditions (including Schedule 1, if applicable) or otherwise, Customer may not terminate the Managed Services for convenience. All prepaid fees are non-refundable.

Appendix 1 – Managed Services Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its direction provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of Managed Services. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s environments; Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently; Escalate Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Sponsor Review(s), as applicable.
Monthly Activity Report	Means reporting services, which Hyland will provide, including: Summary of work and tasks completed, upcoming work, known issues or risks; Summary of outstanding Service Requests and/or Change Requests; and Other reporting details as mutually agreed upon, to provide clear communication paths and to summarize monthly activity.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions; Responding to business needs to create, modify or delete user accounts for existing security groups within the Software; Help maintain non-production environments for testing, training, and/or issue resolution; Respond to questions concerning product capabilities; Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software; Analyzing solution performance trends; and Executing solution optimization tasks.
Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Customer has access to use Managed Services for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through Managed Services.
Strategic Workshop	Provides one (1) annual engagement designed to help Customer discover the top priorities and deliver a 12-month action plan to achieve quick wins that may drive changes to the Software solution.
Expansion Management	Provides Customer the ability to expand the existing Software solution beyond the scope of the existing business process, delivered by a Hyland resource(s). This includes the ability to implement one (1) expansion workstream. Such services shall consist of technical work only, using existing Software based configuration, and shall exclude any custom development or scripting. These services shall be governed by Customer’s project management.
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of Managed Services, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determine is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.
Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer; not the result of Incidents and Problems; scheduled services that the Customer must request and schedule 72 hours in advance; and subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement a Response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within its production environment. If a System Outage is caused by Changes requested by Customer to the production environment, Hyland may reverse or “undo” such Changes in order to revert to the previous functionality. Customer is responsible for reporting System Outages by submitting a Technical Support Case via Hyland Community or contacting Technical Support: https://community.hyland.com/login?returnUrl=/customer-portal/wiki/hyland-support/technical-support-phone-numbers
Service Request	Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages. There are no limitations on the number of Service Requests submitted during the term. Service Desk will attempt to begin Review of Service Requests within one (1) hour of reported impact during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours.
Change Request	Request by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are categorized based on type of Change Requests. Service Desk will attempt to begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working the next business day.

Appendix 2 - Description of Add-Ons

The following Add-On Managed Services are available, if applicable.

Add-Ons Available

Custom Script Requests

Additional Change Request

24/7 Extended Coverage

Offshore Exclusion

Custom Script Requests

configuration item used in a customer Hyland solution, including but not limited to APIs, Unity Scripts, or pre-processors. See “Initiating Service Requests and Change Requests” and “Enhance/Expand Change Request”

sections for details regarding submission and management of Change Requests.

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the 12-month period.

All standard rules, assumptions and exclusions apply to additional Change Requests.

24/7 Extended Coverage

Hyland will provide access to Managed Services resources in an extended coverage period of 24/7.

All standard rules, assumptions and exclusions apply to Managed Services provided in relation to the extended coverage period, as already outlined within this document.

Offshore Exclusion

Hyland will only use resources located in the region specified in the Order Form.

***End of Document***

Effective August 18th 2023 to December 19th 2023

Download

Managed Services Schedule

Managed Services; Add-On Managed Services

The Managed Services shall be specific to Customer’s existing Software solution(s);
Managed Services will support the number of products and environments noted on the Order Form. Hyland’s involvement may range from owning specific tasks to consultation only;
All services will be performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Managed Services are described in Appendix 2. Customer may purchase Add-On Managed Services by designating on the Order Form those Add-On services it requires.

Service Level Offerings

Please reference the Order Form for a description of the service level offering selected for purchase.

Services	Operate	Enhance	Expand
Service Desk	Designated	Designated	Designated
Service Delivery Manager	Designated	Designated	Designated
Monthly Activity Report	Included	Included	Included
Administration	Included	Included	Included
Configuration Management Database Document	Included	Included	Included
Solution Design Documentation	Included	Included	Included
Quarterly Sponsor Review		Included	Included
Long-Term Release Management		Included	Included
Strategic Workshop		Included	Included
Expansion Management			Included
Incident	Review Response Resolution	Review Response Resolution	Review Response Resolution
Change	Review Response	Review Response Resolution	Review Response Resolution
Release	Review Response	Review Response Resolution	Review Response Resolution
Problem	Review Response Resolution	Review Response Resolution	Review Response Resolution

Assumptions

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Customer is aware that Managed Services are intended to assist with specific requests for assistance, and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing. Requests for Professional Services that do not constitute Managed Services shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below; and
Customer understands Managed Services are intended to supplement Customer’s needs beyond standard technical support.

Exclusions

The following items are not covered under Managed Services:

Consultation, expertise and/or support of third party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to by Hyland in writing.
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development, unless Customer has purchased Custom Scripting Enhancement/Development as an Add-On Managed Service;
Direct database modifications; and
Full project management and delivery utilizing Hyland’s formal project methodology in any form.

Initiating Service Requests and Change Requests

Customers shall communicate Service Requests and/or Change Requests to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal;
Unless explicitly identified, all Service Requests and Change Requests must be reported directly to the Service Desk and cannot be communicated through any indirect means. (see appendices);
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Hyland will determine whether the request submitted constitutes a Service Request or a Change Request.
1. If the request is determined to be a Change Request, then:
  1. If Customer has subscribed for the Operate service level, Hyland will provide general consulting in relation to business requirements or use cases, including suggested module usage to satisfy a business requirement or use case, training in module configuration to qualified individuals (such as a designated System Administrator) and suggested software configuration to satisfy a business requirement or use case; however, Hyland will not perform configuration tasks, testing or migration to production. General consultation relating to Change Requests will be limited to fifty (50) instances per twelve-month period.
  2. If Customer has subscribed for the Enhance or Expand service level, Hyland will provide the services described below under “Enhance/Expand Change Requests.”
Resolution for Service Requests and Change Requests are as follows:
1. Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request;
2. Any Change Request for off-hours maintenance windows, extended involvement such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.

Enhance / Expand Change Requests

Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change, or consultation services only. Customer’s ability to receive consultation services related to a Change Request shall not be restricted; however, Customer will be limited to fifty (50) elective service engagements in response to Change Requests per twelve (12) month period, to be managed in the following manner:
1. Customer will receive an “account balance” of fifty (50) elective service engagements. All Change Requests for which active services are requested will be charged a minimum of one (1) active service engagement;
  1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland;
  2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes (and will advise Customer of the number of elective service engagements to be charged, if applicable);
  3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iv) below, Hyland will perform the work required to address the Change Request. If Customer’s elective service engagement balance is insufficient, Hyland will perform only consultation services relating to the Change Request (subject to Customer’s election to purchase additional Change Requests);
  4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the managed services delivery team (such as Software conversions or implementations);
2. Unused elective service engagements will not be rolled over into any subsequent period or renewal term
3. In a single month, Customer may request active services relating to Change Requests that total no more than twenty-five (25) percent of the total annual elective service engagement allotment;
4. Elective service engagements are scheduled services subject to mutually agreed upon timelines;
5. Hyland will prioritize all elective service engagements received from the Customer and will determine the order of changes to be scheduled and completed;
6. Hyland will provide a monthly report of elective service engagement information that will include the following information:
  1. Opening balance
  2. Credits
  3. Debits
  4. Remaining balance
Hyland will make reasonable efforts to respond to emergency Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Requests. Hyland reserves the right to close Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Customer Obligations

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal; and
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination

Appendix 1 – Managed Services Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its direction provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of Managed Services. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s environments; Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently; Escalate Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Sponsor Review(s), as applicable.
Monthly Activity Report	Means reporting services, which Hyland will provide, including: Summary of work and tasks completed, upcoming work, known issues or risks; Summary of outstanding Service Requests and/or Change Requests; and Other reporting details as mutually agreed upon, to provide clear communication paths and to summarize monthly activity.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions; Responding to business needs to create, modify or delete user accounts for existing security groups within the Software; Help maintain non-production environments for testing, training, and/or issue resolution; Respond to questions concerning product capabilities; Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software; Analyzing solution performance trends; and Executing solution optimization tasks.
Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Customer has access to use Managed Services for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through Managed Services.
Strategic Workshop	Provides one (1) annual engagement designed to help Customer discover the top priorities and deliver a 12-month action plan to achieve quick wins that may drive changes to the Software solution.
Expansion Management	Provides Customer the ability to expand the existing Software solution beyond the scope of the existing business process, delivered by a Hyland resource(s). This includes the ability to implement one (1) expansion workstream. Such services shall consist of technical work only, using existing Software based configuration, and shall exclude any custom development or scripting. These services shall be governed by Customer’s project management.
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of Managed Services, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determine is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.
Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer; not the result of Incidents and Problems; scheduled services that the Customer must request and schedule 72 hours in advance; and subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement a Response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within its production environment. If a System Outage is caused by Changes requested by Customer to the production environment, Hyland may reverse or “undo” such Changes in order to revert to the previous functionality. Customer is responsible for reporting System Outages by submitting a Technical Support Case via Hyland Community or contacting Technical Support: https://community.hyland.com/login?returnUrl=/customer-portal/wiki/hyland-support/technical-support-phone-numbers
Service Request	Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages. There are no limitations on the number of Service Requests submitted during the term. Service Desk will attempt to begin Review of Service Requests within one (1) hour of reported impact during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours.
Change Request	Request by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are categorized based on type of Change Requests. Service Desk will attempt to begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working the next business day.

Appendix 2 - Description of Add-Ons

The following Add-On Managed Services are available, if applicable.

Add-Ons Available

Custom Script Enhancement(s) and/or Development Blocks

Additional Change Request Blocks

24/7 Extended Coverage

Offshore Exclusion

Custom Script Enhancement(s)/Development Requests

Customer will be entitled to a quantity of Custom Script Enhancement(s)/ Development Requests designated by Hyland for use during the Initial Term (with each quantity, as specified on the Order Form, being comprised of five requests), which will be managed in the following manner:
1. All Custom Script Enhancement(s)/Development Requests will be charged a minimum of one (1) change per request;
2. Unused Custom Script Enhancement(s)/Development Requests will not be rolled over into any subsequent period or renewal term;
3. Hyland will evaluate all Custom Script Enhancement(s)/Development Requests to determine work effort associated with the request;
  1. Hyland reserves the right to charge multiple change requests from the account balance for requests which encompass multiple component changes;
  2. Hyland reserves the right to recommend a separate Professional Services engagement for requested changes which are determined to exceed the available balance of change requests for work which are not typically addressed by the managed services delivery team (such as Software conversions);
4. In a single month, Customer may submit Custom Script Enhancement(s)/Development Requests that total no more than twenty-five (25) percent of the total annual Custom Script Enhancement(s)/Development request allotment;
5. Custom Script Enhancement(s)/Development Requests are scheduled services with mutually agreed upon timelines;
6. Hyland will prioritize all Custom Script Enhancement(s)/Development Requests received from the Customer and will determine the order of changes to be scheduled and completed;
7. Hyland will provide a monthly report of Custom Script Enhancement(s)/Development Request information that will include the following information:
  1. Opening balance
  2. Credits
  3. Debits
  4. Remaining balance
Hyland will make reasonable efforts to respond to Emergency Custom Script Enhancement(s)/Development Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Custom Script Enhancement(s)/Development Requests. Hyland reserves the right to close Custom Script Enhancement(s)/Development Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation;
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the 12-month period.

All standard rules, assumptions and exclusions apply to additional Change Requests.

24/7 Extended Coverage

Hyland will provide access to Managed Services resources in an extended coverage period of 24/7.

All standard rules, assumptions and exclusions apply to Managed Services provided in relation to the extended coverage period, as already outlined within this document.

Offshore Exclusion

Hyland will only use resources located in the region specified in the Order Form.

***End of Document***

Effective June 5th 2023 to August 18th 2023

Download

Managed Services Schedule

Managed Services; Add-On Managed Services

The Managed Services shall be specific to Customer’s existing Software solution(s);
Managed Services will support the number of products and environments noted on the Order Form. Hyland’s involvement may range from owning specific tasks to consultation only;
All services will be performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Managed Services are described in Appendix 2. Customer may purchase Add-On Managed Services by designating on the Order Form those Add-On services it requires.

Service Level Offerings

Please reference the Order Form for a description of the service level offering selected for purchase.

Services	Operate	Enhance	Expand
Service Desk	Designated	Designated	Designated
Service Delivery Manager	Designated	Designated	Designated
Monthly Activity Report	Included	Included	Included
Administration	Included	Included	Included
Configuration Management Database Document	Included	Included	Included
Solution Design Documentation	Included	Included	Included
Quarterly Sponsor Review		Included	Included
Long-Term Release Management		Included	Included
Strategic Workshop		Included	Included
Expansion Management			Included
Incident	Review Response Resolution	Review Response Resolution	Review Response Resolution
Change	Review Response	Review Response Resolution	Review Response Resolution
Release	Review Response	Review Response Resolution	Review Response Resolution
Problem	Review Response	Review Response Resolution	Review Response Resolution

Assumptions

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Customer is aware that Managed Services are intended to assist with specific requests for assistance, and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing. Requests for Professional Services that do not constitute Managed Services shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below; and
Customer understands Managed Services are intended to supplement Customer’s needs beyond standard technical support.

Exclusions

The following items are not covered under Managed Services:

Consultation, expertise and/or support of third party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to by Hyland in writing.
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development, unless Customer has purchased Custom Scripting Enhancement/Development as an Add-On Managed Service;
Direct database modifications; and
Full project management and delivery utilizing Hyland’s formal project methodology in any form.

Initiating Service Requests and Change Requests

Customers shall communicate Service Requests and/or Change Requests to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal;
Unless explicitly identified, all Service Requests and Change Requests must be reported directly to the Service Desk and cannot be communicated through any indirect means. (see appendices);
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Hyland will determine whether the request submitted constitutes a Service Request or a Change Request.
1. If the request is determined to be a Change Request, then:
  1. If Customer has subscribed for the Operate service level, Hyland will provide general consulting in relation to business requirements or use cases, including suggested module usage to satisfy a business requirement or use case, training in module configuration to qualified individuals (such as a designated System Administrator) and suggested software configuration to satisfy a business requirement or use case; however, Hyland will not perform configuration tasks, testing or migration to production. General consultation relating to Change Requests will be limited to fifty (50) instances per twelve-month period.
  2. If Customer has subscribed for the Enhance or Expand service level, Hyland will provide the services described below under “Enhance/Expand Change Requests.”
Resolution for Service Requests and Change Requests are as follows:
1. Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request;
2. Any Change Request for off-hours maintenance windows, extended involvement such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.

Enhance / Expand Change Requests

Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change, or consultation services only. Customer’s ability to receive consultation services related to a Change Request shall not be restricted; however, Customer will be limited to fifty (50) elective service engagements in response to Change Requests per twelve (12) month period, to be managed in the following manner:
1. Customer will receive an “account balance” of fifty (50) elective service engagements. All Change Requests for which active services are requested will be charged a minimum of one (1) active service engagement;
  1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland;
  2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes (and will advise Customer of the number of elective service engagements to be charged, if applicable);
  3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iv) below, Hyland will perform the work required to address the Change Request. If Customer’s elective service engagement balance is insufficient, Hyland will perform only consultation services relating to the Change Request (subject to Customer’s election to purchase additional Change Requests);
  4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the managed services delivery team (such as Software conversions or implementations);
2. Unused elective service engagements will not be rolled over into any subsequent period or renewal term
3. In a single month, Customer may request active services relating to Change Requests that total no more than twenty-five (25) percent of the total annual elective service engagement allotment;
4. Elective service engagements are scheduled services subject to mutually agreed upon timelines;
5. Hyland will prioritize all elective service engagements received from the Customer and will determine the order of changes to be scheduled and completed;
6. Hyland will provide a monthly report of elective service engagement information that will include the following information:
  1. Opening balance
  2. Credits
  3. Debits
  4. Remaining balance
Hyland will make reasonable efforts to respond to emergency Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Requests. Hyland reserves the right to close Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Customer Obligations

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal; and
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination

Appendix 1 – Managed Services Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its direction provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of Managed Services. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s environments; Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently; Escalate Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Sponsor Review(s), as applicable.
Monthly Activity Report	Means reporting services, which Hyland will provide, including: Summary of work and tasks completed, upcoming work, known issues or risks; Summary of outstanding Service Requests and/or Change Requests; and Other reporting details as mutually agreed upon, to provide clear communication paths and to summarize monthly activity.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions; Responding to business needs to create, modify or delete user accounts for existing security groups within the Software; Help maintain non-production environments for testing, training, and/or issue resolution; Respond to questions concerning product capabilities; Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software; Analyzing solution performance trends; and Executing solution optimization tasks.
Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Customer has access to use Managed Services for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through Managed Services.
Strategic Workshop	Provides one (1) annual engagement designed to help Customer discover the top priorities and deliver a 12-month action plan to achieve quick wins that may drive changes to the Software solution.
Expansion Management	Provides Customer the ability to expand the existing Software solution beyond the scope of the existing business process, delivered by a Hyland resource(s). This includes the ability to implement one (1) expansion workstream. Such services shall consist of technical work only, using existing Software based configuration, and shall exclude any custom development or scripting. These services shall be governed by Customer’s project management.
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of Managed Services, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determine is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.
Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer; not the result of Incidents and Problems; scheduled services that the Customer must request and schedule 72 hours in advance; and subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement a Response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within its production environment. If a System Outage is caused by Changes requested by Customer to the production environment, Hyland may reverse or “undo” such Changes in order to revert to the previous functionality. Customer is responsible for reporting System Outages by submitting a Technical Support Case via Hyland Community or contacting Technical Support: https://community.hyland.com/login?returnUrl=/customer-portal/wiki/hyland-support/technical-support-phone-numbers
Service Request	Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages. There are no limitations on the number of Service Requests submitted during the term. Service Desk will attempt to begin Review of Service Requests within one (1) hour of reported impact during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours.
Change Request	Request by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are categorized based on type of Change Requests. Service Desk will attempt to begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working the next business day.

Appendix 2 - Description of Add-Ons

The following Add-On Managed Services are available, if applicable.

Add-Ons Available

Custom Script Enhancement(s) and/or Development Blocks

Additional Change Request Blocks

24/7 Extended Coverage

Offshore Exclusion

Custom Script Enhancement(s)/Development Requests

Customer will be entitled to a quantity of Custom Script Enhancement(s)/ Development Requests designated by Hyland for use during the Initial Term (with each quantity, as specified on the Order Form, being comprised of five requests), which will be managed in the following manner:
1. All Custom Script Enhancement(s)/Development Requests will be charged a minimum of one (1) change per request;
2. Unused Custom Script Enhancement(s)/Development Requests will not be rolled over into any subsequent period or renewal term;
3. Hyland will evaluate all Custom Script Enhancement(s)/Development Requests to determine work effort associated with the request;
  1. Hyland reserves the right to charge multiple change requests from the account balance for requests which encompass multiple component changes;
  2. Hyland reserves the right to recommend a separate Professional Services engagement for requested changes which are determined to exceed the available balance of change requests for work which are not typically addressed by the managed services delivery team (such as Software conversions);
4. In a single month, Customer may submit Custom Script Enhancement(s)/Development Requests that total no more than twenty-five (25) percent of the total annual Custom Script Enhancement(s)/Development request allotment;
5. Custom Script Enhancement(s)/Development Requests are scheduled services with mutually agreed upon timelines;
6. Hyland will prioritize all Custom Script Enhancement(s)/Development Requests received from the Customer and will determine the order of changes to be scheduled and completed;
7. Hyland will provide a monthly report of Custom Script Enhancement(s)/Development Request information that will include the following information:
  1. Opening balance
  2. Credits
  3. Debits
  4. Remaining balance
Hyland will make reasonable efforts to respond to Emergency Custom Script Enhancement(s)/Development Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Custom Script Enhancement(s)/Development Requests. Hyland reserves the right to close Custom Script Enhancement(s)/Development Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation;
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the 12-month period.

All standard rules, assumptions and exclusions apply to additional Change Requests.

24/7 Extended Coverage

Hyland will provide access to Managed Services resources in an extended coverage period of 24/7.

All standard rules, assumptions and exclusions apply to Managed Services provided in relation to the extended coverage period, as already outlined within this document.

Offshore Exclusion

Hyland will only use resources located in the region specified in the Order Form.

***End of Document***

Effective February 24th 2023 to June 5th 2023

Download

Managed Services Schedule

Managed Services; Add-On Managed Services

The Managed Services shall be specific to Customer’s existing Software solution(s);
Managed Services will support the number of products and environments noted on the Order Form. Hyland’s involvement may range from owning specific tasks to consultation only;
All services will be performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Managed Services are described in Appendix 2. Customer may purchase Add-On Managed Services by designating on the Order Form those Add-On services it requires.

Service Level Offerings

Please reference the Order Form for a description of the service level offering selected for purchase.

Services	Operate	Enhance	Expand
Service Desk	General	Designated	Designated
Service Delivery Manager	Designated	Designated	Designated
Monthly Activity Report	Included	Included	Included
Administration	Included	Included	Included
Configuration Management Database Document	Included	Included	Included
Solution Design Documentation	Included	Included	Included
Quarterly Sponsor Review		Included	Included
Long-Term Release Management		Included	Included
Strategic Workshop		Included	Included
Expansion Management			Included
Incident	Review Response Resolution	Review Response Resolution	Review Response Resolution
Change	Review Response	Review Response Resolution	Review Response Resolution
Release	Review Response	Review Response Resolution	Review Response Resolution
Problem	Review	Review Response Resolution	Review Response Resolution

Assumptions

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Customer is aware that Managed Services are intended to assist with specific requests for assistance, and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing. Requests for Professional Services that do not constitute Managed Services shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below; and
Customer understands Managed Services are intended to supplement Customer’s needs beyond standard technical support.

Exclusions

The following items are not covered under Managed Services:

Consultation, expertise and/or support of third party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to by Hyland.
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development, unless Customer has purchased the Custom Scripting Enhancement/Development Add-On;
Direct database modifications; and
Full project management and delivery utilizing Hyland’s formal project methodology in any form.

Initiating Service Requests and Change Requests

Customers shall communicate Service Requests and/or Change Requests to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal;
Unless explicitly identified, all Service Requests and Change Requests must be reported directly to the Service Desk and cannot be communicated through any indirect means. (see appendices);
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Hyland will determine whether the request submitted constitutes a Service Request or a Change Request.
1. If the request is determined to be a Change Request, then:
  1. If Customer has subscribed for the Operate service level, Hyland will provide general consulting in relation to business requirements or use cases, including suggested module usage to satisfy a business requirement or use case, training in module configuration to qualified individuals (such as a designated System Administrator) and suggested software configuration to satisfy a business requirement or use case; however, Hyland will not perform configuration tasks, testing or migration to production. General consultation relating to Change Requests will be limited to fifty (50) instances per twelve-month period.
  2. If Customer has subscribed for the Enhance or Expand service level, Hyland will provide the services described below under “Enhance/Expand Change Requests.”
Resolution for Service Requests and Change Requests are as follows:
1. Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request;
2. Any Change Request for off-hours maintenance windows, extended involvement such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.

Enhance / Expand Change Requests

Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change, or consultation services only. Customer’s ability to receive consultation services related to a Change Request shall not be restricted; however, Customer will be limited to fifty (50) elective service engagements in response to Change Requests per twelve (12) month period, to be managed in the following manner:
1. Customer will receive an “account balance” of fifty (50) elective service engagements. All Change Requests for which active services are requested will be charged a minimum of one (1) active service engagement;
  1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland;
  2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes (and will advise Customer of the number of elective service engagements to be charged, if applicable);
  3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iv) below, Hyland will perform the work required to address the Change Request. If Customer’s elective service engagement balance is insufficient, Hyland will perform only consultation services relating to the Change Request (subject to Customer’s election to purchase additional Change Requests);
  4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the managed services delivery team (such as Software conversions or implementations).
Unused elective service engagements will not be rolled over into any subsequent period or renewal term
In a single month, Customer may request active services relating to Change Requests that total no more than twenty-five (25) percent of the total annual elective service engagement allotment;
Elective service engagements are scheduled services subject to mutually agreed upon timelines;
Hyland will prioritize all elective service engagements received from the Customer and will determine the order of changes to be scheduled and completed;
Hyland will provide a monthly report of elective service engagement information that will include the following information:
1. Opening balance
2. Credits
3. Debits
4. Remaining balance
Hyland will make reasonable efforts to respond to emergency Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Requests. Hyland reserves the right to close Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Customer Obligations

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal;
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution; and
Customer is specifically prohibited from assigning or using any Resource in a manner which violates the terms of Customer’s license to Software.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination

The Initial Term of this Managed Services Schedule is defined in the Order Form.

At least forty-five (45) days prior to the expiration of the Initial Term (or applicable Renewal Term), Hyland will provide an invoice setting forth the fees applicable to the Renewal Term. Such invoice shall be due and payable on or before the first day of the Renewal Term. Hyland may not increase the fees for any Renewal Term in an amount by more than ten (10) percent of the fees payable with respect to the then expiring term.

Notwithstanding anything to the contrary in the Underlying Agreement (as defined in the Order Form, if applicable), Schedule 1 or otherwise, Customer may not terminate the Managed Services for convenience. All prepaid fees are non-refundable.

Appendix 1 – Managed Services Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its direction provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of Managed Services. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s managed services environments; Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently; Escalate Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Business Review(s), as applicable.
Monthly Activity Report	Means reporting services, which Hyland will provide, including: Summary of work and tasks completed, upcoming work, known issues or risks; Summary of outstanding Service Requests and/or Change Requests; and Other reporting details as requested, to provide clear communication paths and to summarize monthly activity.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions; Responding to business needs to create, modify or delete user accounts for existing security groups within the Software; Help maintain non-production environments for testing, training, and/or issue resolution; Respond to questions concerning product capabilities; Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software; Analyzing solution performance trends; and Executing solution optimization tasks.

Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Within Managed Services, Customer has access to use Managed Services for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through Managed Services.
Strategic Workshop	Provides one (1) annual engagement designed to help Customer discover the top priorities and deliver a 12-month action plan to achieve quick wins that may drive changes to the Software solution.
Expansion Management	Provides Customer the ability to expand the existing Software solution beyond the scope of the existing business process, delivered by a Hyland resource(s). This includes the ability to implement one (1) expansion workstream. Such services shall consist of technical work only, using existing Software based configuration, and shall exclude any custom development or scripting. These services shall be governed by Customer’s project management.
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of Managed Services, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determines is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.

Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer; not the result of Incidents and Problems; scheduled services that the Customer must request and schedule 72 hours in advance; and subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement said response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within its production environment.

Service Request

Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages.

There are no limitations on the number of Service Requests submitted during the Term.

Service Desk will attempt to begin Review of Service Requests within one (1) hour of reported impact during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours.

Change Request

Request by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions.

Changes are categorized based on type of Change Requests.

Service Desk will attempt to begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours.

If reported during off-hours, the Service Desk will begin actively working the next business day.

Appendix 2 - Description of Add-Ons

The following Add-On Managed Services are available, if applicable.

Add-Ons Available

Custom Script Enhancement(s) and/or Development Blocks

Additional Change Request Blocks

24/7 Extended Coverage

Offshore Exclusion

Custom Script Enhancement(s)/Development Requests

Customer will be entitled to a quantity of Custom Script Enhancement(s)/ Development Requests designated by Hyland for use during the Initial Term (with each quantity, as specified on the Order Form, being comprised of five requests), which will be managed in the following manner:
1. All Custom Script Enhancement(s)/Development Requests will be charged a minimum of one (1) change per request;
2. Unused Custom Script Enhancement(s)/Development Requests will not be rolled over into any subsequent period or renewal term;
3. Hyland will evaluate all Custom Script Enhancement(s)/Development Requests to determine work effort associated with the request;
  1. Hyland reserves the right to charge multiple change requests from the account balance for requests which encompass multiple component changes;
  2. Hyland reserves the right to recommend a separate Professional Services engagement for requested changes which are determined to exceed the available balance of change requests for work which are not typically addressed by the managed services delivery team (such as Software conversions);
In a single month, Customer may submit Custom Script Enhancement(s)/Development Requests that total no more than twenty-five (25) percent of the total annual Custom Script Enhancement(s)/Development request allotment;
Custom Script Enhancement(s)/Development Requests are scheduled services with mutually agreed upon timelines;
Hyland will prioritize all Custom Script Enhancement(s)/Development Requests received from the Customer and will determine the order of changes to be scheduled and completed;
Hyland will provide a monthly report of Custom Script Enhancement(s)/Development Request information that will include the following information:
1. Opening balance
2. Credits
3. Debits
4. Remaining balance
Hyland will make reasonable efforts to respond to Emergency Custom Script Enhancement(s)/Development Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Custom Script Enhancement(s)/Development Requests. Hyland reserves the right to close Custom Script Enhancement(s)/Development Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation;
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the 12-month period.

All standard rules, assumptions and exclusions apply to additional Change Requests.

24/7 Extended Coverage

Hyland will provide access to Managed Services resources in an extended coverage period of 24/7.

All standard rules, assumptions and exclusions apply to Managed Services provided in relation to the extended coverage period, as already outlined within this document.

Offshore Exclusion

Hyland will only use resources located in the region specified in the Order Form.

***End of Document***

Effective February 23rd 2023 to February 24th 2023

Download

Managed Services Schedule

Managed Services; Add-On Managed Services

The Managed Services shall be specific to Customer’s existing Software solution(s);
Managed Services will support the number of products and environments noted on the Order Form. Hyland’s involvement may range from owning specific tasks to consultation only;
All services will be performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Managed Services are described in Appendix 2. Customer may purchase Add-On Managed Services by designating on the Order Form those Add-On services it requires.

Service Level Offerings

Please reference the Order Form for a description of the service level offering selected for purchase.

Services	Operate	Enhance	Expand
Service Desk	General	Designated	Designated
Service Delivery Manager	Designated	Designated	Designated
Monthly Activity Report	Included	Included	Included
Administration	Included	Included	Included
Configuration Management Database Document	Included	Included	Included
Solution Design Documentation	Included	Included	Included
Quarterly Sponsor Review		Included	Included
Long-Term Release Management		Included	Included
Strategic Workshop		Included	Included
Expansion Management			Included
Incident	Review Response Resolution	Review Response Resolution	Review Response Resolution
Change	Review Response	Review Response Resolution	Review Response Resolution
Release	Review Response	Review Response Resolution	Review Response Resolution
Problem	Review	Review Response Resolution	Review Response Resolution

Assumptions

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Customer is aware that Managed Services are intended to assist with specific requests for assistance, and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing. Requests for Professional Services that do not constitute Managed Services shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below; and
Customer understands Managed Services are intended to supplement Customer’s needs beyond standard technical support.

Exclusions

The following items are not covered under Managed Services:

Consultation, expertise and/or support of third party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to by Hyland.
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development, unless Customer has purchased the Custom Scripting Enhancement/Development Add-On;
Direct database modifications; and
Full project management and delivery utilizing Hyland’s formal project methodology in any form.

Initiating Service Requests and Change Requests

Customers shall communicate Service Requests and/or Change Requests to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal;
Unless explicitly identified, all Service Requests and Change Requests must be reported directly to the Service Desk and cannot be communicated through any indirect means. (see appendices);
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Hyland will determine whether the request submitted constitutes a Service Request or a Change Request.
1. If the request is determined to be a Change Request, then:
  1. If Customer has subscribed for the Operate service level, Hyland will provide general consulting in relation to business requirements or use cases, including suggested module usage to satisfy a business requirement or use case, training in module configuration to qualified individuals (such as a designated System Administrator) and suggested software configuration to satisfy a business requirement or use case; however, Hyland will not perform configuration tasks, testing or migration to production. General consultation relating to Change Requests will be limited to fifty (50) instances per twelve-month period.
  2. If Customer has subscribed for the Enhance or Expand service level, Hyland will provide the services described below under “Enhance/Expand Change Requests.”
Resolution for Service Requests and Change Requests are as follows:
1. Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request;
2. Any Change Request for off-hours maintenance windows, extended involvement such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.

Enhance / Expand Change Requests

Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change, or consultation services only. Customer’s ability to receive consultation services related to a Change Request shall not be restricted; however, Customer will be limited to fifty (50) elective service engagements in response to Change Requests per twelve (12) month period, to be managed in the following manner:
1. Customer will receive an “account balance” of fifty (50) elective service engagements. All Change Requests for which active services are requested will be charged a minimum of one (1) active service engagement;
  1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland;
  2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes (and will advise Customer of the number of elective service engagements to be charged, if applicable);
  3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iv) below, Hyland will perform the work required to address the Change Request. If Customer’s elective service engagement balance is insufficient, Hyland will perform only consultation services relating to the Change Request (subject to Customer’s election to purchase additional Change Requests);
  4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the managed services delivery team (such as Software conversions or implementations).
Unused elective service engagements will not be rolled over into any subsequent period or renewal term
In a single month, Customer may request active services relating to Change Requests that total no more than twenty-five (25) percent of the total annual elective service engagement allotment;
Elective service engagements are scheduled services subject to mutually agreed upon timelines;
Hyland will prioritize all elective service engagements received from the Customer and will determine the order of changes to be scheduled and completed;
Hyland will provide a monthly report of elective service engagement information that will include the following information:
1. Opening balance
2. Credits
3. Debits
4. Remaining balance
Hyland will make reasonable efforts to respond to emergency Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Requests. Hyland reserves the right to close Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Customer Obligations

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal;
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution; and
Customer is specifically prohibited from assigning or using any Resource in a manner which violates the terms of Customer’s license to Software.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination

The Initial Term of this Managed Services Schedule is defined in the Order Form.

At least forty-five (45) days prior to the expiration of the Initial Term (or applicable Renewal Term), Hyland will provide an invoice setting forth the fees applicable to the Renewal Term. Such invoice shall be due and payable on or before the first day of the Renewal Term. Hyland may increase the fees for any Renewal Term in an amount up to ten (10) percent of the fees payable with respect to the then expiring term.

Appendix 1 – Managed Services Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its direction provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of Managed Services. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s managed services environments; Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently; Escalate Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Business Review(s), as applicable.
Monthly Activity Report	Means reporting services, which Hyland will provide, including: Summary of work and tasks completed, upcoming work, known issues or risks; Summary of outstanding Service Requests and/or Change Requests; and Other reporting details as requested, to provide clear communication paths and to summarize monthly activity.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions; Responding to business needs to create, modify or delete user accounts for existing security groups within the Software; Help maintain non-production environments for testing, training, and/or issue resolution; Respond to questions concerning product capabilities; Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software; Analyzing solution performance trends; and Executing solution optimization tasks.

Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Within Managed Services, Customer has access to use Managed Services for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through Managed Services.
Strategic Workshop	Provides one (1) annual engagement designed to help Customer discover the top priorities and deliver a 12-month action plan to achieve quick wins that may drive changes to the Software solution.
Expansion Management	Provides Customer the ability to expand the existing Software solution beyond the scope of the existing business process, delivered by a Hyland resource(s). This includes the ability to implement one (1) expansion workstream. Such services shall consist of technical work only, using existing Software based configuration, and shall exclude any custom development or scripting. These services shall be governed by Customer’s project management.
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of Managed Services, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determines is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.

Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer; not the result of Incidents and Problems; scheduled services that the Customer must request and schedule 72 hours in advance; and subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement said response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within its production environment.

Service Request

Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages.

There are no limitations on the number of Service Requests submitted during the Term.

Change Request

Request by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions.

Changes are categorized based on type of Change Requests.

Service Desk will attempt to begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours.

If reported during off-hours, the Service Desk will begin actively working the next business day.

Appendix 2 - Description of Add-Ons

The following Add-On Managed Services are available, if applicable.

Add-Ons Available

Custom Script Enhancement(s) and/or Development Blocks

Additional Change Request Blocks

24/7 Extended Coverage

Offshore Exclusion

Custom Script Enhancement(s)/Development Requests

Customer will be entitled to a quantity of Custom Script Enhancement(s)/ Development Requests designated by Hyland for use during the Initial Term (with each quantity, as specified on the Order Form, being comprised of five requests), which will be managed in the following manner:
1. All Custom Script Enhancement(s)/Development Requests will be charged a minimum of one (1) change per request;
2. Unused Custom Script Enhancement(s)/Development Requests will not be rolled over into any subsequent period or renewal term;
3. Hyland will evaluate all Custom Script Enhancement(s)/Development Requests to determine work effort associated with the request;
  1. Hyland reserves the right to charge multiple change requests from the account balance for requests which encompass multiple component changes;
  2. Hyland reserves the right to recommend a separate Professional Services engagement for requested changes which are determined to exceed the available balance of change requests for work which are not typically addressed by the managed services delivery team (such as Software conversions);
In a single month, Customer may submit Custom Script Enhancement(s)/Development Requests that total no more than twenty-five (25) percent of the total annual Custom Script Enhancement(s)/Development request allotment;
Custom Script Enhancement(s)/Development Requests are scheduled services with mutually agreed upon timelines;
Hyland will prioritize all Custom Script Enhancement(s)/Development Requests received from the Customer and will determine the order of changes to be scheduled and completed;
Hyland will provide a monthly report of Custom Script Enhancement(s)/Development Request information that will include the following information:
1. Opening balance
2. Credits
3. Debits
4. Remaining balance
Hyland will make reasonable efforts to respond to Emergency Custom Script Enhancement(s)/Development Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Custom Script Enhancement(s)/Development Requests. Hyland reserves the right to close Custom Script Enhancement(s)/Development Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation;
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the 12-month period.

All standard rules, assumptions and exclusions apply to additional Change Requests.

24/7 Extended Coverage

Hyland will provide access to Managed Services resources in an extended coverage period of 24/7.

All standard rules, assumptions and exclusions apply to Managed Services provided in relation to the extended coverage period, as already outlined within this document.

Offshore Exclusion

Hyland will only use resources located in the region specified in the Order Form.

***End of Document***

Effective November 30th 2022 to February 23rd 2023

Download

Managed Services Schedule

Managed Services; Add-On Managed Services

Hyland will provide to Customer Managed Services during an initial term that shall begin on the Subscription Start Date and continue through the Subscription End Date (the “Initial Term”), as set forth on the Order Form within which this Managed Services Schedule is incorporated (the “Order Form”). As used herein, “Managed Services” shall mean the services described under the heading in the service level offering table below (Operate, Enhance or Expand) that corresponds to the service level selected by Customer and set forth on the Order Form. Descriptions of the services included within each service level offering are provided in Appendix 1 and are provided as follows:

The Managed Services shall be specific to Customer’s existing Software solution(s);
Managed Services will support the number of products and environments noted on the Order Form. Hyland’s involvement may range from owning specific tasks to consultation only;
All services will be performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Managed Services are described in Appendix 2. Customer may purchase Add-On Managed Services by designating on the Order Form those Add-On services it requires.

Service Level Offerings

Please reference the Order Form for a description of the service level offering selected for purchase.

Services	Operate	Enhance	Expand
Defined Service Level Objectives (SLOs)	Included	Included	Included
Service Desk	General	Designated	Designated
Service Delivery Manager	Designated	Designated	Designated
Monthly Activity Report	Included	Included	Included
Administration	Included	Included	Included
Configuration Management Database Document	Included	Included	Included
Solution Design Documentation	Included	Included	Included
Quarterly Sponsor Review		Included	Included
Long-Term Release Management		Included	Included
Strategic Workshop		Included	Included
Expansion Management			Included
Incident	Review Response Resolution	Review Response Resolution	Review Response Resolution
Change	Review Response	Review Response Resolution	Review Response Resolution
Release	Review Response	Review Response Resolution	Review Response Resolution
Problem	Review	Review Response Resolution	Review Response Resolution

Assumptions

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Customer is aware that Managed Services are intended to assist with specific requests for assistance, and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing. Requests for Professional Services that do not constitute Managed Services shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below; and
Customer understands Managed Services are intended to supplement Customer’s needs beyond standard technical support.

Exclusions

The following items are not covered under Managed Services:

Consultation, expertise and/or support of third party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to by Hyland.
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development, unless Customer has purchased the Custom Scripting Enhancement/Development Add-On;
Direct database modifications; and
Full project management and delivery utilizing Hyland’s formal project methodology in any form.

Initiating Service Requests and Change Requests

Customers shall communicate Service Requests and/or Change Requests to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal;
Unless explicitly identified, all Service Requests and Change Requests must be reported directly to the Service Desk and cannot be communicated through any indirect means. Any indirect communicated Service Requests and Change Requests are not subject to the obligations as defined in the Service Level Objectives;
Customer is responsible for proposing Issue severity level classification upon submission, which may be modified by Hyland after review;
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Hyland will determine whether the request submitted constitutes a Service Request or a Change Request.
1. If the request is determined to be a Change Request, then:
  1. If Customer has subscribed for the Operate service level, Hyland will provide general consulting in relation to business requirements or use cases, including suggested module usage to satisfy a business requirement or use case, training in module configuration to qualified individuals (such as a designated System Administrator) and suggested software configuration to satisfy a business requirement or use case; however, Hyland will not perform configuration tasks, testing or migration to production. General consultation relating to Change Requests will be limited to fifty (50) instances per twelve-month period.
  2. If Customer has subscribed for the Enhance or Expand service level, Hyland will provide the services described below under “Enhance/Expand Chang Requests.”
Resolution for Service Requests and Change Requests are as follows:
1. Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request;
2. Any Change Request for off-hours maintenance windows, extended involvement such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.

Enhance / Expand Change Requests

Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change, or consultation services only. Customer’s ability to receive consultation services related to a Change Request shall not be restricted; however, Customer will be limited to fifty (50) elective service engagements in response to Change Requests per twelve (12) month period, to be managed in the following manner:
1. Customer will receive an “account balance” of fifty (50) elective service engagements. All Change Requests for which active services are requested will be charged a minimum of one (1) active service engagement;
  1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland;
  2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes (and will advise Customer of the number of elective service engagements to be charged, if applicable);
  3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iii) below, Hyland will perform the work required to address the Change Request. If Customer’s elective service engagement balance is insufficient, Hyland will perform only consultation services relating to the Change Request (subject to Customer’s election to purchase additional Change Requests);
  4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the managed services delivery team (such as Software conversions or implementations);
Unused elective service engagements will not be rolled over into any subsequent period or renewal term
In a single month, Customer may request active services relating to Change Requests that total no more than twenty-five (25) percent of the total annual elective service engagement allotment;
Elective service engagements are scheduled services subject to mutually agreed upon timelines;
Hyland will prioritize all elective service engagements received from the Customer and will determine the order of changes to be scheduled and completed;
Hyland will provide a monthly report of elective service engagement information that will include the following information:
1. Opening balance
2. Credits
3. Debits
4. Remaining balance
Hyland will make reasonable efforts to respond to emergency Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Requests. Hyland reserves the right to close Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Service Level Objectives (SLO)

Characteristic	Definition	Service Level Objective (SLO)
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within their production environment.	Additional Description	Customer is responsible to submit a Technical Support Case via Hyland Community or contacting Technical Support: https://community.hyland.com/customer-portal/wiki/hyland-support/technical-support-phone-numbers
System Outage		Service Level Credit	Not applicable
Service Request	Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages. Service Desk will begin Review of Service Requests within one (1) hour of reported impact during Standard Business Hours. If reported off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours. There are no limitations on the number of Service Requests submitted during the Term.	Measurement Window	One (1) Month
		Expected Service Level	Less than one (1) cumulative miss (Review) in each measurement window
		Minimum Service Level	Less than five (5) cumulative misses (Review) in each measurement window
		Calculation	The actual number of Service Requests that have a Review time greater than one (1) hour in each calendar month.
		Additional Description	Service Requests, as recorded by Hyland, are used to determine the number of Service Requests responded to.
		Service Level Credit	Seven (7) percent of monthly contract value.

Characteristic	Definition	Service Level Objective (SLO)
Change Request	Request by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are categorized based on type of Change Requests. Service Desk will begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours If reported off-hours, the Service Desk will begin actively working the next business day.	Measurement Window	One (1) Month
		Expected Service Level	Less than one (1) cumulative miss (Review) in each measurement window
		Minimum Service Level	Three (3) cumulative misses (Review) in each measurement window
		Calculation	The actual number of Change Requests that have a Review time greater than one (1) business day, during normal business hours in each calendar month.
		Additional Description	Change Requests as recorded by Hyland are used to determine the number of changes in each calendar month. Requests created missing pertinent information to complete the change will be closed or excluded from the calculation.
		Service Level Credit	Five (5) percent of monthly contract value.

Enforcement of SLOs will begin ninety (90) days from the Subscription Start Date as indicated on the Order Form;
Hyland will measure and report performance of the SLOs and Hyland’s performance against SLOs on a monthly basis;
Customer acknowledges and agrees that Service Level Credits shall be deemed the sole and exclusive remedy for Customer in connection with failure to meet any Service Level, and that Service Level Credits shall not be deemed to be payment for any damages or loss; rather they shall be used solely as credits to offset fees due to Hyland;
Service Level Credits will be paid as a credit against Hyland’s then current invoice to Customer during the next billing cycle after which the associated Service Level failure occurred;
Service Level Credits may not be combined with any potential future Service Level Credits;
Service Level Credits cannot be carried forward into renewal terms;
Customer must notify Hyland in writing within thirty (30) days following the end of the month during which the services were provided stating the amount of service fees Customer has requested to be credited;
Any credit paid by Hyland to Customer (up to the limits stated above) applies only to the next billing cycle and will constitute Customer’s sole and exclusive remedy;
Any Service Level failure due to any of the exclusions listed below shall not be included in the measurement of Hyland’s performance against the applicable Service Level:
1. Scheduled maintenance windows, critical maintenance and customer requested maintenance downtime for the impacted services; and
2. Any event outside of Hyland’s control, including but not limited to the following events:
  1. Emergency maintenance activities approved by Customer;
  2. Work performed specifically at Customer’s request and direction which directly impacts the availability of the Service;
  3. Problems with Customer’s infrastructure, applications, and/or data either provided by the Customer or provided by the Customer’s vendors; and
  4. Lack of availability or untimely response time of Customer to respond or assist to incidents that require its participation for source identification and/or resolution, including meeting Customer’s responsibilities for any prerequisite services or failure of Customer to provide appropriate maintenance on components.

Customer Obligations

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal;
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution; and
Customer is specifically prohibited from assigning or using any Resource in a manner which violates the terms of Customer’s license to Software.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Each violation of this provision by a party entitles the other party to liquidated damages (not a penalty) in an amount equal to the greater of: (i) $50,000.00, or (2) 100 percent of the employee’s annual earnings immediately prior to leaving the other party’s service, and, in either case, all costs associated with the collection of such liquidated damages, including, but not limited to, reasonable attorneys’ fees. A general advertisement or a request for employment that is initiated exclusively by an employee of the other party shall not be considered a solicitation pursuant to Section (a). The parties agree that this provision survives the termination of this Schedule.

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination

The Initial Term of this Managed Services Schedule shall begin on the Subscription Start Date set forth in the Order Form and continue through the Subscription End Date set forth on the Order Form.

Following expiration of the Initial Term (or applicable Renewal Term), Hyland may increase the fees for any Renewal Term up to ten (10) percent of the items described in the Order Form, and each subsequent Renewal Term thereafter. At such time, Hyland will provide an updated renewal invoice with the updated fees.

Appendix 1 – Managed Services Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its direction provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of Managed Services. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s managed services environments; Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently; Escalate Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Business Review(s), as applicable.
Monthly Activity Report	Means reporting services, which Hyland will provide, including: Summary of work and tasks completed, upcoming work, known issues or risks; Summary of outstanding Service Requests and/or Change Requests; and Other reporting details as requested, to provide clear communication paths and to summarize monthly activity.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions; Responding to business needs to create, modify or delete user accounts for existing security groups within the Software; Help maintain non-production environments for testing, training, and/or issue resolution; Respond to questions concerning product capabilities; Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software; Analyzing solution performance trends; and Executing solution optimization tasks.

Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Within Managed Services, Customer has access to use Managed Services for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through Managed Services.
Strategic Workshop	Provides one (1) annual engagement designed to help Customer discover the top priorities and deliver a 12-month action plan to achieve quick wins that may drive changes to the Software solution.
Expansion Management	Provides Customer the ability to expand the existing Software solution beyond the scope of the existing business process, delivered by a Hyland resource(s). This includes the ability to implement one (1) expansion workstream. Such services shall consist of technical work only, using existing Software based configuration, and shall exclude any custom development or scripting. These services shall be governed by Customer’s project management.
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of Managed Services, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determines is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.

Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer; not the result of Incidents and Problems; scheduled services that the Customer must request and schedule 72 hours in advance; and subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement said response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.

Appendix 2 - Description of Add-Ons

The following Add-On Managed Services are available, if applicable.

Add-Ons Available

Custom Script Enhancement(s) and/or Development Blocks

Additional Change Request Blocks

24/7 Extended Coverage

Offshore Exclusion

Custom Script Enhancement(s)/Development Requests

Customer will be entitled to a quantity of Custom Script Enhancement(s)/ Development Requests designated by Hyland for use during the Initial Term (with each quantity, as specified on the Order Form, being comprised of five requests), which will be managed in the following manner:
1. All Custom Script Enhancement(s)/Development Requests will be charged a minimum of one (1) change per request;
2. Unused Custom Script Enhancement(s)/Development Requests will not be rolled over into any subsequent period or renewal term;
3. Hyland will evaluate all Custom Script Enhancement(s)/Development Requests to determine work effort associated with the request;
  1. Hyland reserves the right to charge multiple change requests from the account balance for requests which encompass multiple component changes;
  2. Hyland reserves the right to recommend a separate Professional Services engagement for requested changes which are determined to exceed the available balance of change requests for work which are not typically addressed by the managed services delivery team (such as Software conversions);
In a single month, Customer may submit Custom Script Enhancement(s)/Development Requests that total no more than twenty-five (25) percent of the total annual Custom Script Enhancement(s)/Development request allotment;
Custom Script Enhancement(s)/Development Requests are scheduled services with mutually agreed upon timelines;
Hyland will prioritize all Custom Script Enhancement(s)/Development Requests received from the Customer and will determine the order of changes to be scheduled and completed;
Hyland will provide a monthly report of Custom Script Enhancement(s)/Development Request information that will include the following information:
1. Opening balance
2. Credits
3. Debits
4. Remaining balance
Hyland will make reasonable efforts to respond to Emergency Custom Script Enhancement(s)/Development Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Custom Script Enhancement(s)/Development Requests. Hyland reserves the right to close Custom Script Enhancement(s)/Development Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation;
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the 12-month period.

All standard rules, assumptions and exclusions apply to additional Change Requests.

24/7 Extended Coverage

Hyland will provide access to Managed Services resources in an extended coverage period of 24/7.

All standard rules, assumptions and exclusions apply to Managed Services provided in relation to the extended coverage period, as already outlined within this document.

Offshore Exclusion

Hyland will only use resources located in the region specified in the Order Form.

***End of Document***

Effective November 29th 2022 to November 30th 2022

Download

Managed Services Schedule

Managed Services; Add-On Managed Services

The Managed Services shall be specific to Customer’s existing Software solution(s);
Managed Services will support the number of products and environments noted on the Order Form. Hyland’s involvement may range from owning specific tasks to consultation only;
All services will be performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Managed Services are described in Appendix 2. Customer may purchase Add-On Managed Services by designating on the Order Form those Add-On services it requires.

Service Level Offerings

Please reference the Order Form for a description of the service level offering selected for purchase.

Services	Operate	Enhance	Expand
Defined Service Level Objectives (SLOs)	Included	Included	Included
Service Desk	General	Designated	Designated
Service Delivery Manager	Designated	Designated	Designated
Monthly Activity Report	Included	Included	Included
Administration	Included	Included	Included
Configuration Management Database Document	Included	Included	Included
Solution Design Documentation	Included	Included	Included
Quarterly Sponsor Review		Included	Included
Long-Term Release Management		Included	Included
Strategic Workshop		Included	Included
Expansion Management			Included
Incident	Review Response Resolution	Review Response Resolution	Review Response Resolution
Change	Review Response	Review Response Resolution	Review Response Resolution
Release	Review Response	Review Response Resolution	Review Response Resolution
Problem	Review	Review Response Resolution	Review Response Resolution

Assumptions

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Customer is aware that Managed Services are intended to assist with specific requests for assistance, and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing. Requests for Professional Services that do not constitute Managed Services shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below; and
Customer understands Managed Services are intended to supplement Customer’s needs beyond standard technical support.

Exclusions

The following items are not covered under Managed Services:

Consultation, expertise and/or support of third party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to by Hyland.
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development, unless Customer has purchased the Custom Scripting Enhancement/Development Add-On;
Direct database modifications; and
Full project management and delivery utilizing Hyland’s formal project methodology in any form.

Initiating Service Requests and Change Requests

Customers shall communicate Service Requests and/or Change Requests to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal;
Unless explicitly identified, all Service Requests and Change Requests must be reported directly to the Service Desk and cannot be communicated through any indirect means. Any indirect communicated Service Requests and Change Requests are not subject to the obligations as defined in the Service Level Objectives;
Customer is responsible for proposing Issue severity level classification upon submission, which may be modified by Hyland after review;
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Hyland will determine whether the request submitted constitutes a Service Request or a Change Request.
1. If the request is determined to be a Change Request, then:
  1. If Customer has subscribed for the Operate service level, Hyland will provide general consulting in relation to business requirements or use cases, including suggested module usage to satisfy a business requirement or use case, training in module configuration to qualified individuals (such as a designated System Administrator) and suggested software configuration to satisfy a business requirement or use case; however, Hyland will not perform configuration tasks, testing or migration to production. General consultation relating to Change Requests will be limited to fifty (50) instances per twelve-month period.
  2. If Customer has subscribed for the Enhance or Expand service level, Hyland will provide the services described below under “Enhance/Expand Chang Requests.”
Resolution for Service Requests and Change Requests are as follows:
1. Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request;
2. Any Change Request for off-hours maintenance windows, extended involvement such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.

Enhance / Expand Change Requests

Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change, or consultation services only. Customer’s ability to receive consultation services related to a Change Request shall not be restricted; however, Customer will be limited to fifty (50) elective service engagements in response to Change Requests per twelve (12) month period, to be managed in the following manner:
1. Customer will receive an “account balance” of fifty (50) elective service engagements. All Change Requests for which active services are requested will be charged a minimum of one (1) active service engagement;
  1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland;
  2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes (and will advise Customer of the number of elective service engagements to be charged, if applicable);
  3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iii) below, Hyland will perform the work required to address the Change Request. If Customer’s elective service engagement balance is insufficient, Hyland will perform only consultation services relating to the Change Request (subject to Customer’s election to purchase additional Change Requests);
  4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the managed services delivery team (such as Software conversions or implementations);
Unused elective service engagements will not be rolled over into any subsequent period or renewal term
In a single month, Customer may request active services relating to Change Requests that total no more than twenty-five (25) percent of the total annual elective service engagement allotment;
Elective service engagements are scheduled services subject to mutually agreed upon timelines;
Hyland will prioritize all elective service engagements received from the Customer and will determine the order of changes to be scheduled and completed;
Hyland will provide a monthly report of elective service engagement information that will include the following information:
1. Opening balance
2. Credits
3. Debits
4. Remaining balance
Hyland will make reasonable efforts to respond to emergency Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Requests. Hyland reserves the right to close Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Service Level Objectives (SLO)

Characteristic	Definition	Service Level Objective (SLO)
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within their production environment.	Additional Description	Customer is responsible to submit a Technical Support Case via Hyland Community or contacting Technical Support: https://community.hyland.com/customer-portal/wiki/hyland-support/technical-support-phone-numbers
System Outage		Service Level Credit	Not applicable
Service Request	Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages. Service Desk will begin Review of Service Requests within one (1) hour of reported impact during Standard Business Hours. If reported off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours. There are no limitations on the number of Service Requests submitted during the Term.	Measurement Window	One (1) Month
		Expected Service Level	Less than one (1) cumulative miss (Review) in each measurement window
		Minimum Service Level	Less than five (5) cumulative misses (Review) in each measurement window
		Calculation	The actual number of Service Requests that have a Review time greater than one (1) hour in each calendar month.
		Additional Description	Service Requests, as recorded by Hyland, are used to determine the number of Service Requests responded to.
		Service Level Credit	Seven (7) percent of monthly contract value.

Characteristic	Definition	Service Level Objective (SLO)
Change Request	Request by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are categorized based on type of Change Requests. Service Desk will begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours If reported off-hours, the Service Desk will begin actively working the next business day.	Measurement Window	One (1) Month
		Expected Service Level	Less than one (1) cumulative miss (Review) in each measurement window
		Minimum Service Level	Three (3) cumulative misses (Review) in each measurement window
		Calculation	The actual number of Change Requests that have a Review time greater than one (1) business day, during normal business hours in each calendar month.
		Additional Description	Change Requests as recorded by Hyland are used to determine the number of changes in each calendar month. Requests created missing pertinent information to complete the change will be closed or excluded from the calculation.
		Service Level Credit	Five (5) percent of monthly contract value.

Enforcement of SLOs will begin ninety (90) days from the Subscription Start Date as indicated on the Order Form;
Hyland will measure and report performance of the SLOs and Hyland’s performance against SLOs on a monthly basis;
Customer acknowledges and agrees that Service Level Credits shall be deemed the sole and exclusive remedy for Customer in connection with failure to meet any Service Level, and that Service Level Credits shall not be deemed to be payment for any damages or loss; rather they shall be used solely as credits to offset fees due to Hyland;
Service Level Credits will be paid as a credit against Hyland’s then current invoice to Customer during the next billing cycle after which the associated Service Level failure occurred;
Service Level Credits may not be combined with any potential future Service Level Credits;
Service Level Credits cannot be carried forward into renewal terms;
Customer must notify Hyland in writing within thirty (30) days following the end of the month during which the services were provided stating the amount of service fees Customer has requested to be credited;
Any credit paid by Hyland to Customer (up to the limits stated above) applies only to the next billing cycle and will constitute Customer’s sole and exclusive remedy;
Any Service Level failure due to any of the exclusions listed below shall not be included in the measurement of Hyland’s performance against the applicable Service Level:
1. Scheduled maintenance windows, critical maintenance and customer requested maintenance downtime for the impacted services; and
2. Any event outside of Hyland’s control, including but not limited to the following events:
  1. Emergency maintenance activities approved by Customer;
  2. Work performed specifically at Customer’s request and direction which directly impacts the availability of the Service;
  3. Problems with Customer’s infrastructure, applications, and/or data either provided by the Customer or provided by the Customer’s vendors; and
  4. Lack of availability or untimely response time of Customer to respond or assist to incidents that require its participation for source identification and/or resolution, including meeting Customer’s responsibilities for any prerequisite services or failure of Customer to provide appropriate maintenance on components.

Customer Obligations

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal;
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution; and
Customer is specifically prohibited from assigning or using any Resource in a manner which violates the terms of Customer’s license to Software.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination

The Initial Term of this Managed Services Schedule shall begin on the Subscription Start Date set forth in the Order Form and continue through the Subscription End Date set forth on the Order Form.

Appendix 1 – Managed Services Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its direction provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of Managed Services. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s managed services environments; Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently; Escalate Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Business Review(s), as applicable.
Monthly Activity Report	Means reporting services, which Hyland will provide, including: Summary of work and tasks completed, upcoming work, known issues or risks; Summary of outstanding Service Requests and/or Change Requests; and Other reporting details as requested, to provide clear communication paths and to summarize monthly activity.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions; Responding to business needs to create, modify or delete user accounts for existing security groups within the Software; Help maintain non-production environments for testing, training, and/or issue resolution; Respond to questions concerning product capabilities; Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software; Analyzing solution performance trends; and Executing solution optimization tasks.

Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Within Managed Services, Customer has access to use Managed Services for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through Managed Services.
Strategic Workshop	Provides one (1) annual engagement designed to help Customer discover the top priorities and deliver a 12-month action plan to achieve quick wins that may drive changes to the Software solution.
Expansion Management	Provides Customer the ability to expand the existing Software solution beyond the scope of the existing business process, delivered by a Hyland resource(s). This includes the ability to implement one (1) expansion workstream. Such services shall consist of technical work only, using existing Software based configuration, and shall exclude any custom development or scripting. These services shall be governed by Customer’s project management.
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of Managed Services, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determines is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.

Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer; not the result of Incidents and Problems; scheduled services that the Customer must request and schedule 72 hours in advance; and subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement said response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.

Appendix 2 - Description of Add-Ons

The following Add-On Managed Services are available, if applicable.

Add-Ons Available

Custom Script Enhancement(s) and/or Development Blocks

Additional Change Request Blocks

24/7 Extended Coverage

Offshore Exclusion

Custom Script Enhancement(s)/Development Requests

Customer will be entitled to a quantity of Custom Script Enhancement(s)/ Development Requests designated by Hyland for use during the Initial Term (with each quantity, as specified on the Order Form, being comprised of five requests), which will be managed in the following manner:
1. All Custom Script Enhancement(s)/Development Requests will be charged a minimum of one (1) change per request;
2. Unused Custom Script Enhancement(s)/Development Requests will not be rolled over into any subsequent period or renewal term;
3. Hyland will evaluate all Custom Script Enhancement(s)/Development Requests to determine work effort associated with the request;
  1. Hyland reserves the right to charge multiple change requests from the account balance for requests which encompass multiple component changes;
  2. Hyland reserves the right to recommend a separate Professional Services engagement for requested changes which are determined to exceed the available balance of change requests for work which are not typically addressed by the managed services delivery team (such as Software conversions);
In a single month, Customer may submit Custom Script Enhancement(s)/Development Requests that total no more than twenty-five (25) percent of the total annual Custom Script Enhancement(s)/Development request allotment;
Custom Script Enhancement(s)/Development Requests are scheduled services with mutually agreed upon timelines;
Hyland will prioritize all Custom Script Enhancement(s)/Development Requests received from the Customer and will determine the order of changes to be scheduled and completed;
Hyland will provide a monthly report of Custom Script Enhancement(s)/Development Request information that will include the following information:
1. Opening balance
2. Credits
3. Debits
4. Remaining balance
Hyland will make reasonable efforts to respond to Emergency Custom Script Enhancement(s)/Development Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Custom Script Enhancement(s)/Development Requests. Hyland reserves the right to close Custom Script Enhancement(s)/Development Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation;
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the 12-month period.

All standard rules, assumptions and exclusions apply to additional Change Requests.

24/7 Extended Coverage

Hyland will provide access to Managed Services resources in an extended coverage period of 24/7.

All standard rules, assumptions and exclusions apply to Managed Services provided in relation to the extended coverage period, as already outlined within this document.

Offshore Exclusion

Hyland will only use resources located in the region specified in the Order Form.

***End of Document***

Effective November 16th 2022 to November 29th 2022

Download

Managed Services Schedule

Managed Services; Add-On Managed Services

The Managed Services shall be specific to Customer’s existing Software solution(s);
Managed Services will support the number of products and environments noted on the Order Form. Hyland’s involvement may range from owning specific tasks to consultation only;
All services will be performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Managed Services are described in Appendix 2. Customer may purchase Add-On Managed Services by designating on the Order Form those Add-On services it requires.

Service Level Offerings

Please reference the Order Form for a description of the service level offering selected for purchase.

Services	Operate	Enhance	Expand
Defined Service Level Objectives (SLOs)	Included	Included	Included
Service Desk	General	Designated	Designated
Service Delivery Manager	Designated	Designated	Designated
Monthly Activity Report	Included	Included	Included
Administration	Included	Included	Included
Configuration Management Database Document	Included	Included	Included
Solution Design Documentation	Included	Included	Included
Quarterly Sponsor Review		Included	Included
Long-Term Release Management		Included	Included
Strategic Workshop		Included	Included
Expansion Management			Included
Incident	Review Response Resolution	Review Response Resolution	Review Response Resolution
Change	Review Response	Review Response Resolution	Review Response Resolution
Release	Review Response	Review Response Resolution	Review Response Resolution
Problem	Review	Review Response Resolution	Review Response Resolution

Assumptions

Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services;
Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Reference to business day equates to standard workweek of Monday through Friday;
Customer is aware that Managed Services are intended to assist with specific requests for assistance, and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing. Requests for Professional Services that do not constitute Managed Services shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below; and
Customer understands Managed Services are intended to supplement Customer’s needs beyond standard technical support. General Software related questions, such as requests for downloads, documentation, or to report issues, will be subject to follow standard technical support.

Exclusions

The following items are not covered under Managed Services:

Consultation, expertise and/or support of third-party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to by Hyland.
Replacement for general Technical Support or Global Cloud Services Support;
Custom scripted elements and custom development, unless Customer has purchased the Custom Scripting Enhancement/Development Add-On;
Direct database modifications;
Full project lifecycle management; and
Full project delivery utilizing Hyland’s formal project methodology in any form.

Service Initiation and Sample Timeline

Promptly following the beginning of the Initial Term, Hyland will perform the following services to prepare for full-service activation.

The following is provided as a recommended timeline and approach for planning purposes only:

Week one (1) of service:
1. Hyland will provide a Service Delivery Manager to conduct an initial kickoff with Customer to review the selected Managed Services;
2. Hyland and Customer will review guidelines and complete the Managed Services Runbook as part of service activation. These activities include:
  1. Review the roles and responsibilities of Customer and Hyland;
  2. Review with Customer Managed Services engagement practices;
  3. Identify responsible Customer personnel, including who is authorized to request and/or approve changes, and utilize services described herein;
Weeks two (2) to four (4) of service:
1. Review Change and Release practices;
2. Review access and security policies, and/or other Customer considerations;
3. Review how to contact Hyland for assistance and escalation processes;
4. Review requirements for connection to Customer’s Software solution by Hyland;
5. Review standard notification procedures;
6. Review Customer’s current environment and solution configuration to gain understanding of existing Software solution;
7. Introduce Customer to, and begin constructing the Runbook and Solution Design Documentation (SDD);
8. Hyland and Customer continue building Runbook and SDD for purposes of storing in the Configuration Management Database (CMDB);
9. Initial draft of Runbook and SDD should be complete by end of week four (4);
10. If Enhance or Expand, Hyland works with the customer to schedule and plan for a Strategic Workshop;
Weeks five (5) to six (6) of service:
1. Complete the Runbook, SDD and CMDB;
2. Hyland will also provide customer access to a Hyland provided and maintained Configuration Management Database (CMDB) platform.
Weeks seven (7) to eight (8) of service:
1. Full-service activation begins.

Initiating Service Requests and Change Requests

Customers shall communicate Service Requests and/or Change Requests to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal;
Unless explicitly identified, all Service Requests and Change Requests must be reported directly to the Service Desk and cannot be communicated through any indirect means. Any indirect communicated Service Requests and Change Requests are not subject to the obligations as defined in the Service Level Objectives;
Customer personnel contacting the Service Desk must be authorized to do so as identified by the Service Delivery Manager upon Service Initiation in the Runbook;
The Service Desk will not respond to requests from non-authorized personnel; and
Customer personnel authorized to contact the Service Desk must be qualified to interact on a technical basis at a level required to support the existing Hyland solution (see Customer Obligations).
Resolution for Service Requests and Change Requests are as follows:
1. Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request;
  1. Hyland and Customer will mutually agree when functionality is materially restored, or a recommendation is made to the Customer to remediate the Service Request;
2. Any Change Request for off-hours maintenance windows, extended involvement such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, must be requested and scheduled 72 hours in advance;
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, Hyland will close the case.

Elective Service Change Requests

Operate Service Level

Operate service level provides the following in relation to Elective Service Change Requests:

Hyland will review all submitted Elective Change Requests from a Customer;
1. Hyland will provide a response to all submitted Elective Change Requests limited to the following:
2. Suggested module usage to satisfy a business requirement or use case
3. Training in module configuration to qualified individuals (such as a designated System Administrator)
4. Suggested software configuration to satisfy a business requirement or use case
General consulting in relation to business requirements or use cases
Hyland will not perform configuration tasks, testing or migration to production of Elective Service Changes for the Customer at the Operate service level;
Hyland will not perform end-user training;
Requests for additional Professional Services that do not constitute Managed Services may be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Change Control Process.

Enhance / Expand Service Levels

Enhance and Expand service levels provide the following in relation to Elective Service Change Requests:

Customer will receive an account balance of up to fifty (50) Elective Service Change Requests per twelve (12) month period, to be managed in the following manner:
1. All Elective Service Change Requests will be charged a minimum of one (1) change per request;
2. Unused Elective Service Change Requests will not be rolled over into any subsequent period or renewal term;
3. Hyland will evaluate all Elective Service Change Requests to determine work effort associate to the request;
  1. Hyland reserves the right to charge multiple change requests from the account balance for requests which encompass multiple component changes;
  2. Hyland reserves the right to recommend a separate Professional Services engagement for requested changes which are determined to exceed the available balance of change requests for work which are not typically addressed by the managed services delivery team (such as Software conversions);
4. In a single month, Customer may submit Elective Service Change Requests that total no more than twenty (25) percent of the total annual Elective Service Change Requests allotment;
5. Elective Service Change Requests are scheduled services subject to mutually agreed upon timelines;
6. Hyland will prioritize all Elective Service Change Requests received from the Customer and will determine the order of changes to be scheduled and completed;
7. Hyland will provide a monthly report of Elective Service Change information that will include the following information:
  1. Opening balance
  2. Credits
  3. Debits
  4. Remaining balance
Hyland will make reasonable efforts to respond to Emergency Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Elective Service Change Requests. Hyland reserves the right to close Elective Service Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation;
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users; and
Requests for additional Professional Services that do not constitute Managed Services may be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Change Control Process.

Service Level Objectives (SLO)

Characteristic	Definition	Service Level Objective (SLO)
System Outage	The primary business function is stopped with no redundancy or backup. The Customer determines the issue as critical. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within their production environment.	Additional Description	Customer is responsible to submit a Technical Support Case via Hyland Community or contacting Technical Support: https://community.hyland.com/customer-portal/wiki/hyland-support/technical-support-phone-numbers Upon receiving notification from Customer, Hyland’s Technical Support will assess the Priority Level and follow the Customer’s Technical Support protocols.
System Outage		Service Level Credit	Not applicable
Incident and Service Request	A non-critical business function is degraded. Service Desk will begin Review of the Incident or Service Request within one (1) hour of reported impact during normal business hours. If reported off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within normal business hours.	Measurement Window	One (1) Month
		Expected Service Level	Less than one (1) cumulative miss (Review) in each measurement window
		Minimum Service Level	Less than five (5) cumulative misses (Review) in each measurement window
		Calculation	The actual number of Incidents or Service Requests that have a Review time greater than one (1) hour in each calendar month.
		Additional Description	Incident and Service Requests as recorded by Hyland are used to determine the number of Service Requests responded to. Incident and Service Requests created at an inappropriately identified characteristic level will be closed and excluded from the calculation.
		Service Level Credit	Seven (7) percent of monthly contract value.
Change Request	Service Desk will begin Review of the submitted Customer Change Request within one (1) business day, during normal business hours. If reported off-hours, the Service Desk will begin actively working the next business day.	Measurement Window	One (1) Month
		Expected Service Level	Less than one (1) cumulative miss (Review) in each measurement window
		Minimum Service Level	Three (3) cumulative misses (Review) in each measurement window
		Calculation	The actual number of Change Requests that have a Review time greater than one (1) business day, during normal business hours in each calendar month.
		Additional Description	Change Requests as recorded by Hyland are used to determine the number of changes in each calendar month. Requests created missing pertinent information to complete the change will be closed or excluded from the calculation.
		Service Level Credit	Five (5) percent of monthly contract value.

Enforcement of SLOs will begin in the third (3rd) month following full-service activation, as described in the Section above entitled “Service Initiation and Sample Timeline.”
Hyland will measure and report performance of the SLOs and Hyland’s performance against SLOs on a monthly basis;
Customer acknowledges and agrees that Service Level Credits shall not be deemed to be payment for any damages or loss rather shall be used as credits to offset fees due to Hyland; provided, however, that Service Level Credits shall be deemed the sole and exclusive remedy for Customer in connection with failure to meet any Service Level;
Service Level Credits will be paid as a credit against Hyland’s then current invoice to Customer during the next billing cycle after which the associated Service Level failure occurred;
Customer may, at its sole discretion, decline recovery of Service Level Credits on a case-by-case basis, but Service Level Credits may not be combined with any potential future Service Level Credits;
Service Level Credits cannot be carried forward into renewal terms;
Customer must notify Hyland in writing within thirty (30) days following the end of the month during which the services were provided stating the amount of service fees Customer has requested to be credited;
Any credit paid by Hyland to Customer (up to the limits stated above) applies only to the next billing cycle and will constitute Customer’s sole and exclusive remedy;
Any Service Level failure due to any of the exclusions listed below shall not be included in the measurement of Hyland’s performance against the applicable Service Level:
1. Scheduled maintenance windows, critical maintenance and customer requested maintenance downtime for the impacted services.
2. Any event outside of Hyland’s control, including but not limited to the following events:
  1. Emergency maintenance activities approved by Customer;
  2. Work performed specifically at Customer’s request and direction which directly impacts the availability of the Service;
  3. Problems with Customer’s infrastructure, applications, and/or data either provided by the Customer or provided by the Customer’s vendors;
  4. Other activities the Customer directs, denial of service attacks, natural disasters, changes resulting from government, political, or other regulatory actions or court orders, strikes or labor disputes, acts of civil disobedience, acts of war, acts against or failure of third parties, and other force majeure items; and
  5. Lack of availability or untimely response time of Customer to respond or assist to incidents that require its participation for source identification and/or resolution, including meeting Customer’s responsibilities for any prerequisite services or failure of Customer to provide appropriate maintenance on components.

Customer Obligations
To facilitate Hyland’s delivery of Managed Services, Customer agrees, at a minimum, to the following obligations. The parties acknowledge and agree that failure to meet the responsibilities noted will affect project duration, cost and/or quality in the execution and completion of Managed Services.

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
The sponsor/resource will manage all customer obligations as defined within this Services Proposal; and
The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third-party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment, typically the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal;
Customer personnel contacting the Service Desk must be authorized to do so as defined in Services Initiation by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution;
Customer is specifically prohibited from assigning or using any Resource in a manner which violates the terms of Customer’s license to Software; and
Customer must respond to the Hyland Service Desk in a reasonable timely manner for the purposes of resolving an open case. If after two (2) attempts by Hyland to contact and coordinate with Customer, and the Customer is non-responsive to such attempts, Hyland will close the case accordingly.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer's environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change control process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination

The Initial Term of this Managed Services Schedule shall begin on the Subscription Start Date set forth in the Order Form and continue through the Subscription End Date set forth on the Order Form.

Unless otherwise specified herein, after the Initial Term, this Managed Services Schedule will renew automatically, at the then current service level, for periods equal to the Initial Term (each, a “Renewal Term”),unless either party provides written notice of its desire not to renew at least sixty (60) days prior to the end of the then-current Initial Term or Renewal Term, as applicable.

Following expiration of the Initial Term (or applicable Renewal Term), Hyland may increase the fees for any Renewal Term up to ten (10) percent of the items described in the Service Order Summary, and each subsequent Renewal Term thereafter. At such time, Hyland will provide an updated renewal invoice with the updated fees.

Customer may terminate the Managed Services at any time and for any reason upon at least thirty (30) days’ prior written notice to Hyland; provided, however, that unless Hyland has breached its obligations to perform the Managed Services and such breach is the cause of such termination, Customer shall be responsible for paying all fees or amounts which would have been due and payable during the balance of the then-current term, as if Customer had not terminated the subscription. All prepaid fees are non-refundable.

Appendix 1 – Managed Services Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its direction provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of Managed Services. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s managed services environments; Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently; Escalate Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Business Review(s), as applicable; and Services will be provided in English.
Monthly Activity Report	Means reporting services, which Hyland will provide, including: Summary of work and tasks completed; Upcoming work, known issues or risks; Summary of outstanding Service Requests and/or Change Requests; and Other reporting details as requested, to provide clear communication paths and to summarize monthly activity.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions; Responding to business needs to create, modify or delete user accounts for existing security groups within the Software; Help maintain non-production environments for testing, training, and/or issue resolution; Respond to questions concerning product capabilities; Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software; Analyzing solution performance trends; and Executing solution optimization tasks.

Services	Description
Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Within Managed Services, Customer has access to use Managed Services for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through Managed Services.
Strategic Workshop	Provides one (1) annual engagement designed to help Customer discover the top priorities and deliver a 12-month action plan to achieve quick wins that may drive changes to the Software solution.
Expansion Management	Provides Customer the ability to expand the existing Software solution beyond the scope of the existing business process, delivered by a Hyland resource(s). This includes the ability to implement one (1) expansion workstream. Such services shall consist of technical work only, using existing Software based configuration, and shall exclude any custom development or scripting. These services shall be governed by Customer’s project management.
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of Managed Services, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determines is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.

Services	Description
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of Managed Services, Incidents are defined as: System Outage: The primary business function is stopped with no redundancy or backup. The Customer determines the case as critical; Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within their production environment; and Customer is responsible to submit a Technical Support Case via Hyland Community or directly contacting Technical Support through standard operating procedures. Service Request: Commonly referred to as Move, Add, Change or Deletions (MACDs) and are best- defined as: Routine, day-to-day administrative tasks required to support the Software solution; A non-critical business function is degraded; and There is no total or substantial Software failure, Software is usable except that an error or issue may present an inconvenience or prevents a feature or functionality from working as intended. There are no limitations on the number of Service Requests submitted during the Term; All Service Requests must be created through Hyland Community as a Case.
Problem	Is defined as a cause, or potential cause, of one or more Cases. Hyland will perform a quarterly review of historical Cases to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Cases to improve outcomes and performance.
Change	Changes are categorized on type of Change Requests. Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue. For the purposes of Managed Services, Changes are defined as: Standard Change: Recommended change that may be a result of Incident or Problem; and May be completed pro-actively by Hyland on behalf of Customer to resolve an Incident or Problem. Elective Change: Is often the result of business requirements or changes in the Customer Software solution at the request of the Customer; Are not the result of Incidents and Problems; Are scheduled services that the Customer must request and schedule 72 hours in advance; and Subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. Emergency Change: Defined as urgent changes that may present high risks, such as application downtime, if not addressed promptly. For example, security threats, employee termination requests or power outages.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as an Elective Change . Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement said response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.

Appendix 2 - Description of Add-Ons

The following Add-On Managed Services are available, if applicable.

Add-Ons Available

Custom Script Enhancement(s) and/or Development Blocks

Additional Elective Service Change Blocks

24/7 Extended Coverage

Offshore Exclusion

Custom Script Enhancement(s)/Development Requests

Customer will be entitled to a quantity of Custom Script Enhancement(s)/ Development Requests designated by Hyland for use during the Initial Term (with each quantity, as specified on the Order Form, being comprised of five requests), which will be managed in the following manner:
1. All Custom Script Enhancement(s)/Development Requests will be charged a minimum of one (1) change per request;
2. Unused Custom Script Enhancement(s)/Development Requests will not be rolled over into any subsequent period or renewal term;
3. Hyland will evaluate all Custom Script Enhancement(s)/Development Requests to determine work effort associated with the request;
  1. Hyland reserves the right to charge multiple change requests from the account balance for requests which encompass multiple component changes;
  2. Hyland reserves the right to recommend a separate Professional Services engagement for requested changes which are determined to exceed the available balance of change requests for work which are not typically addressed by the managed services delivery team (such as Software conversions);
4. In a single month, Customer may submit Custom Script Enhancement(s)/Development Requests that total no more than twenty-five (25) percent of the total annual Custom Script Enhancement(s)/Development request allotment;
5. Custom Script Enhancement(s)/Development Requests are scheduled services with mutually agreed upon timelines;
6. Hyland will prioritize all Custom Script Enhancement(s)/Development Requests received from the Customer and will determine the order of changes to be scheduled and completed; and
7. Hyland will provide a monthly report of Custom Script Enhancement(s)/Development Request information that will include the following information:
  1. Opening balance;
  2. Credits;
  3. Debits; and
  4. Remaining balance.
Hyland will make reasonable efforts to respond to Emergency Custom Script Enhancement(s)/Development Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Custom Script Enhancement(s)/Development Requests. Hyland reserves the right to close Custom Script Enhancement(s)/Development Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Additional Elective Service Change Requests

Hyland will provide additional quantities of Elective Service Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form.

Hyland will update Customer’s account balance to reflect the additional Elective Service Change Requests that will be available during the course of the 12-month period.

All standard rules, assumptions and exclusions apply to Additional Elective Service Change Requests.

24/7 Extended Coverage

Hyland will provide access to Managed Services resources in an extended coverage period of 24/7.

All standard rules, assumptions and exclusions apply to Managed Services provided in relation to the extended coverage period, as already outlined within this document.

Offshore Exclusion

Hyland will only use resources located in the region specified in the Order Form.

Effective November 16th 2022 to November 16th 2022

Download

Managed Services Schedule

Managed Services; Add-On Managed Services

The Managed Services shall be specific to Customer’s existing Software solution(s);
Managed Services will support the number of products and environments noted on the Order Form. Hyland’s involvement may range from owning specific tasks to consultation only;
All services will be performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Managed Services are described in Appendix 2. Customer may purchase Add-On Managed Services by designating on the Order Form those Add-On services it requires.

Service Level Offerings

Please reference the Order Form for a description of the service level offering selected for purchase.

Services	Operate	Enhance	Expand
Defined Service Level Objectives (SLOs)	Included	Included	Included
Service Desk	General	Designated	Designated
Service Delivery Manager	Designated	Designated	Designated
Monthly Activity Report	Included	Included	Included
Administration	Included	Included	Included
Configuration Management Database Document	Included	Included	Included
Solution Design Documentation	Included	Included	Included
Quarterly Sponsor Review		Included	Included
Long-Term Release Management		Included	Included
Strategic Workshop		Included	Included
Expansion Management			Included
Incident	Review Response Resolution	Review Response Resolution	Review Response Resolution
Change	Review Response	Review Response Resolution	Review Response Resolution
Release	Review Response	Review Response Resolution	Review Response Resolution
Problem	Review	Review Response Resolution	Review Response Resolution

Assumptions

Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services;
Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Reference to business day equates to standard workweek of Monday through Friday;
Customer is aware that Managed Services are intended to assist with specific requests for assistance, and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing. Requests for Professional Services that do not constitute Managed Services shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below; and
Customer understands Managed Services are intended to supplement Customer’s needs beyond standard technical support. General Software related questions, such as requests for downloads, documentation, or to report issues, will be subject to follow standard technical support.

Exclusions

The following items are not covered under Managed Services:

Consultation, expertise and/or support of third-party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to by Hyland.
Replacement for general Technical Support or Global Cloud Services Support;
Custom scripted elements and custom development, unless Customer has purchased the Custom Scripting Enhancement/Development Add-On;
Direct database modifications;
Full project lifecycle management; and
Full project delivery utilizing Hyland’s formal project methodology in any form.

Service Initiation and Sample Timeline

Promptly following the beginning of the Initial Term, Hyland will perform the following services to prepare for full-service activation.

The following is provided as a recommended timeline and approach for planning purposes only:

Week one (1) of service:
1. Hyland will provide a Service Delivery Manager to conduct an initial kickoff with Customer to review the selected Managed Services;
2. Hyland and Customer will review guidelines and complete the Managed Services Runbook as part of service activation. These activities include:
  1. Review the roles and responsibilities of Customer and Hyland;
  2. Review with Customer Managed Services engagement practices;
  3. Identify responsible Customer personnel, including who is authorized to request and/or approve changes, and utilize services described herein;
Weeks two (2) to four (4) of service:
1. Review Change and Release practices;
2. Review access and security policies, and/or other Customer considerations;
3. Review how to contact Hyland for assistance and escalation processes;
4. Review requirements for connection to Customer’s Software solution by Hyland;
5. Review standard notification procedures;
6. Review Customer’s current environment and solution configuration to gain understanding of existing Software solution;
7. Introduce Customer to, and begin constructing the Runbook and Solution Design Documentation (SDD);
8. Hyland and Customer continue building Runbook and SDD for purposes of storing in the Configuration Management Database (CMDB);
9. Initial draft of Runbook and SDD should be complete by end of week four (4);
10. If Enhance or Expand, Hyland works with the customer to schedule and plan for a Strategic Workshop;
Weeks five (5) to six (6) of service:
1. Complete the Runbook, SDD and CMDB;
2. Hyland will also provide customer access to a Hyland provided and maintained Configuration Management Database (CMDB) platform.
Weeks seven (7) to eight (8) of service:
1. Full-service activation begins.

Initiating Service Requests and Change Requests

Customers shall communicate Service Requests and/or Change Requests to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal;
Unless explicitly identified, all Service Requests and Change Requests must be reported directly to the Service Desk and cannot be communicated through any indirect means. Any indirect communicated Service Requests and Change Requests are not subject to the obligations as defined in the Service Level Objectives;
Customer personnel contacting the Service Desk must be authorized to do so as identified by the Service Delivery Manager upon Service Initiation in the Runbook;
The Service Desk will not respond to requests from non-authorized personnel; and
Customer personnel authorized to contact the Service Desk must be qualified to interact on a technical basis at a level required to support the existing Hyland solution (see Customer Obligations).
Resolution for Service Requests and Change Requests are as follows:
1. Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request;
  1. Hyland and Customer will mutually agree when functionality is materially restored, or a recommendation is made to the Customer to remediate the Service Request;
2. Any Change Request for off-hours maintenance windows, extended involvement such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, must be requested and scheduled 72 hours in advance;
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, Hyland will close the case.

Elective Service Change Requests

Operate Service Level

Operate service level provides the following in relation to Elective Service Change Requests:

Hyland will review all submitted Elective Change Requests from a Customer;
1. Hyland will provide a response to all submitted Elective Change Requests limited to the following:
2. Suggested module usage to satisfy a business requirement or use case
3. Training in module configuration to qualified individuals (such as a designated System Administrator)
4. Suggested software configuration to satisfy a business requirement or use case
General consulting in relation to business requirements or use cases
Hyland will not perform configuration tasks, testing or migration to production of Elective Service Changes for the Customer at the Operate service level;
Hyland will not perform end-user training;
Requests for additional Professional Services that do not constitute Managed Services may be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Change Control Process.

Enhance / Expand Service Levels

Enhance and Expand service levels provide the following in relation to Elective Service Change Requests:

Customer will receive an account balance of up to fifty (50) Elective Service Change Requests per twelve (12) month period, to be managed in the following manner:
1. All Elective Service Change Requests will be charged a minimum of one (1) change per request;
2. Unused Elective Service Change Requests will not be rolled over into any subsequent period or renewal term;
3. Hyland will evaluate all Elective Service Change Requests to determine work effort associate to the request;
  1. Hyland reserves the right to charge multiple change requests from the account balance for requests which encompass multiple component changes;
  2. Hyland reserves the right to recommend a separate Professional Services engagement for requested changes which are determined to exceed the available balance of change requests for work which are not typically addressed by the managed services delivery team (such as Software conversions);
4. In a single month, Customer may submit Elective Service Change Requests that total no more than twenty (25) percent of the total annual Elective Service Change Requests allotment;
5. Elective Service Change Requests are scheduled services subject to mutually agreed upon timelines;
6. Hyland will prioritize all Elective Service Change Requests received from the Customer and will determine the order of changes to be scheduled and completed;
7. Hyland will provide a monthly report of Elective Service Change information that will include the following information:
  1. Opening balance
  2. Credits
  3. Debits
  4. Remaining balance
Hyland will make reasonable efforts to respond to Emergency Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Elective Service Change Requests. Hyland reserves the right to close Elective Service Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation;
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users; and
Requests for additional Professional Services that do not constitute Managed Services may be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Change Control Process.

Service Level Objectives (SLO)

Characteristic	Definition	Service Level Objective (SLO)
System Outage	The primary business function is stopped with no redundancy or backup. The Customer determines the issue as critical. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within their production environment.	Additional Description	Customer is responsible to submit a Technical Support Case via Hyland Community or contacting Technical Support: https://community.hyland.com/customer-portal/wiki/hyland-support/technical-support-phone-numbers Upon receiving notification from Customer, Hyland’s Technical Support will assess the Priority Level and follow the Customer’s Technical Support protocols.
System Outage		Service Level Credit	Not applicable
Incident and Service Request	A non-critical business function is degraded. Service Desk will begin Review of the Incident or Service Request within one (1) hour of reported impact during normal business hours. If reported off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within normal business hours.	Measurement Window	One (1) Month
		Expected Service Level	Less than one (1) cumulative miss (Review) in each measurement window
		Minimum Service Level	Less than five (5) cumulative misses (Review) in each measurement window
		Calculation	The actual number of Incidents or Service Requests that have a Review time greater than one (1) hour in each calendar month.
		Additional Description	Incident and Service Requests as recorded by Hyland are used to determine the number of Service Requests responded to. Incident and Service Requests created at an inappropriately identified characteristic level will be closed and excluded from the calculation.
		Service Level Credit	Seven (7) percent of monthly contract value.
Change Request	Service Desk will begin Review of the submitted Customer Change Request within one (1) business day, during normal business hours. If reported off-hours, the Service Desk will begin actively working the next business day.	Measurement Window	One (1) Month
		Expected Service Level	Less than one (1) cumulative miss (Review) in each measurement window
		Minimum Service Level	Three (3) cumulative misses (Review) in each measurement window
		Calculation	The actual number of Change Requests that have a Review time greater than one (1) business day, during normal business hours in each calendar month.
		Additional Description	Change Requests as recorded by Hyland are used to determine the number of changes in each calendar month. Requests created missing pertinent information to complete the change will be closed or excluded from the calculation.
		Service Level Credit	Five (5) percent of monthly contract value.

Enforcement of SLOs will begin in the third (3rd) month following full-service activation, as described in the Section above entitled “Service Initiation and Sample Timeline.”
Hyland will measure and report performance of the SLOs and Hyland’s performance against SLOs on a monthly basis;
Customer acknowledges and agrees that Service Level Credits shall not be deemed to be payment for any damages or loss rather shall be used as credits to offset fees due to Hyland; provided, however, that Service Level Credits shall be deemed the sole and exclusive remedy for Customer in connection with failure to meet any Service Level;
Service Level Credits will be paid as a credit against Hyland’s then current invoice to Customer during the next billing cycle after which the associated Service Level failure occurred;
Customer may, at its sole discretion, decline recovery of Service Level Credits on a case-by-case basis, but Service Level Credits may not be combined with any potential future Service Level Credits;
Service Level Credits cannot be carried forward into renewal terms;
Customer must notify Hyland in writing within thirty (30) days following the end of the month during which the services were provided stating the amount of service fees Customer has requested to be credited;
Any credit paid by Hyland to Customer (up to the limits stated above) applies only to the next billing cycle and will constitute Customer’s sole and exclusive remedy;
Any Service Level failure due to any of the exclusions listed below shall not be included in the measurement of Hyland’s performance against the applicable Service Level:
1. Scheduled maintenance windows, critical maintenance and customer requested maintenance downtime for the impacted services.
2. Any event outside of Hyland’s control, including but not limited to the following events:
  1. Emergency maintenance activities approved by Customer;
  2. Work performed specifically at Customer’s request and direction which directly impacts the availability of the Service;
  3. Problems with Customer’s infrastructure, applications, and/or data either provided by the Customer or provided by the Customer’s vendors;
  4. Other activities the Customer directs, denial of service attacks, natural disasters, changes resulting from government, political, or other regulatory actions or court orders, strikes or labor disputes, acts of civil disobedience, acts of war, acts against or failure of third parties, and other force majeure items; and
  5. Lack of availability or untimely response time of Customer to respond or assist to incidents that require its participation for source identification and/or resolution, including meeting Customer’s responsibilities for any prerequisite services or failure of Customer to provide appropriate maintenance on components.

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
The sponsor/resource will manage all customer obligations as defined within this Services Proposal; and
The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third-party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment, typically the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal;
Customer personnel contacting the Service Desk must be authorized to do so as defined in Services Initiation by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution;
Customer is specifically prohibited from assigning or using any Resource in a manner which violates the terms of Customer’s license to Software; and
Customer must respond to the Hyland Service Desk in a reasonable timely manner for the purposes of resolving an open case. If after two (2) attempts by Hyland to contact and coordinate with Customer, and the Customer is non-responsive to such attempts, Hyland will close the case accordingly.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer's environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change control process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination

The Initial Term of this Managed Services Schedule shall begin on the Subscription Start Date set forth in the Order Form and continue through the Subscription End Date set forth on the Order Form.

Unless otherwise specified herein, after the Initial Term, this Managed Services Schedule will renew automatically, at the then current service level, for periods equal to the Initial Term (each, a “Renewal Term”),unless either party provides written notice of its desire not to renew at least sixty (60) days prior to the end of the then-current Initial Term or Renewal Term, as applicable.

Appendix 1 – Managed Services Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its direction provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of Managed Services. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s managed services environments; Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently; Escalate Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Business Review(s), as applicable; and Services will be provided in English.
Monthly Activity Report	Means reporting services, which Hyland will provide, including: Summary of work and tasks completed; Upcoming work, known issues or risks; Summary of outstanding Service Requests and/or Change Requests; and Other reporting details as requested, to provide clear communication paths and to summarize monthly activity.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions; Responding to business needs to create, modify or delete user accounts for existing security groups within the Software; Help maintain non-production environments for testing, training, and/or issue resolution; Respond to questions concerning product capabilities; Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software; Analyzing solution performance trends; and Executing solution optimization tasks.

Services	Description
Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Within Managed Services, Customer has access to use Managed Services for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through Managed Services.
Strategic Workshop	Provides one (1) annual engagement designed to help Customer discover the top priorities and deliver a 12-month action plan to achieve quick wins that may drive changes to the Software solution.
Expansion Management	Provides Customer the ability to expand the existing Software solution beyond the scope of the existing business process, delivered by a Hyland resource(s). This includes the ability to implement one (1) expansion workstream. Such services shall consist of technical work only, using existing Software based configuration, and shall exclude any custom development or scripting. These services shall be governed by Customer’s project management.
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of Managed Services, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determines is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.

Services	Description
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of Managed Services, Incidents are defined as: System Outage: The primary business function is stopped with no redundancy or backup. The Customer determines the case as critical; Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within their production environment; and Customer is responsible to submit a Technical Support Case via Hyland Community or directly contacting Technical Support through standard operating procedures. Service Request: Commonly referred to as Move, Add, Change or Deletions (MACDs) and are best- defined as: Routine, day-to-day administrative tasks required to support the Software solution; A non-critical business function is degraded; and There is no total or substantial Software failure, Software is usable except that an error or issue may present an inconvenience or prevents a feature or functionality from working as intended. There are no limitations on the number of Service Requests submitted during the Term; All Service Requests must be created through Hyland Community as a Case.
Problem	Is defined as a cause, or potential cause, of one or more Cases. Hyland will perform a quarterly review of historical Cases to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Cases to improve outcomes and performance.
Change	Changes are categorized on type of Change Requests. Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue. For the purposes of Managed Services, Changes are defined as: Standard Change: Recommended change that may be a result of Incident or Problem; and May be completed pro-actively by Hyland on behalf of Customer to resolve an Incident or Problem. Elective Change: Is often the result of business requirements or changes in the Customer Software solution at the request of the Customer; Are not the result of Incidents and Problems; Are scheduled services that the Customer must request and schedule 72 hours in advance; and Subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. Emergency Change: Defined as urgent changes that may present high risks, such as application downtime, if not addressed promptly. For example, security threats, employee termination requests or power outages.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as an Elective Change . Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement said response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.

Appendix 2 - Description of Add-Ons

The following Add-On Managed Services are available, if applicable.

Add-Ons Available

Custom Script Enhancement(s) and/or Development Blocks

Additional Elective Service Change Blocks

24/7 Extended Coverage

Offshore Exclusion

Custom Script Enhancement(s)/Development Requests

Customer will be entitled to a quantity of Custom Script Enhancement(s)/ Development Requests designated by Hyland for use during the Initial Term (with each quantity, as specified on the Order Form, being comprised of five requests), which will be managed in the following manner:
1. All Custom Script Enhancement(s)/Development Requests will be charged a minimum of one (1) change per request;
2. Unused Custom Script Enhancement(s)/Development Requests will not be rolled over into any subsequent period or renewal term;
3. Hyland will evaluate all Custom Script Enhancement(s)/Development Requests to determine work effort associated with the request;
  1. Hyland reserves the right to charge multiple change requests from the account balance for requests which encompass multiple component changes;
  2. Hyland reserves the right to recommend a separate Professional Services engagement for requested changes which are determined to exceed the available balance of change requests for work which are not typically addressed by the managed services delivery team (such as Software conversions);
4. In a single month, Customer may submit Custom Script Enhancement(s)/Development Requests that total no more than twenty-five (25) percent of the total annual Custom Script Enhancement(s)/Development request allotment;
5. Custom Script Enhancement(s)/Development Requests are scheduled services with mutually agreed upon timelines;
6. Hyland will prioritize all Custom Script Enhancement(s)/Development Requests received from the Customer and will determine the order of changes to be scheduled and completed; and
7. Hyland will provide a monthly report of Custom Script Enhancement(s)/Development Request information that will include the following information:
  1. Opening balance;
  2. Credits;
  3. Debits; and
  4. Remaining balance.
Hyland will make reasonable efforts to respond to Emergency Custom Script Enhancement(s)/Development Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Custom Script Enhancement(s)/Development Requests. Hyland reserves the right to close Custom Script Enhancement(s)/Development Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Additional Elective Service Change Requests

Hyland will provide additional quantities of Elective Service Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form.

Hyland will update Customer’s account balance to reflect the additional Elective Service Change Requests that will be available during the course of the 12-month period.

All standard rules, assumptions and exclusions apply to Additional Elective Service Change Requests.

24/7 Extended Coverage

Hyland will provide access to Managed Services resources in an extended coverage period of 24/7.

All standard rules, assumptions and exclusions apply to Managed Services provided in relation to the extended coverage period, as already outlined within this document.

Offshore Exclusion

Hyland will only use resources located in the region specified in the Order Form.

Advise Managed Services

Version

Effective June 5th 2023

Download

Advise Managed Services Schedule

Advise Managed Services; Add-On Managed Services

Hyland will provide to Customer Advise Managed Services during an initial term that shall begin on the Subscription Start Date and continue through the Subscription End Date (the “Initial Term”), as set forth on the Order Form within which this Managed Services Schedule is incorporated (the “Order Form”). As used herein, “Advise Managed Services” shall mean the services described in the "Services Description" section below, and shall be provided as follows:

The Advise Managed Services shall be specific to Hyland products;
All services will be performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Managed Services are described in Appendix 1. Customer may purchase Add-On Managed Services by designating on the Order Form those Add-On services it requires

Services Description

Advise Managed Services are remote online consultation services between the Customer and a Hyland consultant, and are initiated by opening an “Issue” via the Hyland Community Customer Project Portal (for purposes hereof, each opened issue shall be referred to as an "Inquiry”). The Order Form will set forth the agreed number of Inquiries permitted during the Initial Term. The process for initiating an Inquiry is described further below.

Each Inquiry includes up to one (1) hour of remote online consultation services between the Customer and a consultant;
1. Customer may record the Inquiry appointment, subject to Hyland agreement, and provided that such recordings are used only internally;
2. Hyland may limit the scope of each Inquiry to the questions and discussion items submitted in advance by the Customer in the Inquiry request.
Customer shall be permitted up to one (1) additional hour of follow-up consultation relating to each Inquiry;
In response to Customer Inquiries, Hyland will, as appropriate:
1. Conduct reasonable research and preparation in order to respond to the Inquiry (provided the Customer has delivered a written summary of questions at the time of the Inquiry request);
2. Provide consulting services in relation to Software use;
3. Recommend solution configuration changes and/or design reviews;
4. Attempt to identify root causes of problems and/or troubleshoot solution configuration; and
5. Make recommendation(s) for remediation and resolution paths for Customer.
Hyland’s response may be delivered electronically or verbally;
Hyland will use reasonable efforts to schedule consultations in response to Inquiries within a seventy-two (72) business hour period from time of submitted Inquiry;
Any additional Inquiries requested by Customer will result in a pricing adjustment and will follow the defined Change Control Process outlined in this document; and
Unused Inquiries will not be rolled over into any subsequent period or Renewal Term.

Exclusions

The following items are not covered under Advise Managed Services:

“Hands on” configuration changes to Customer’s Hyland solution;
Inquiries relating to products, functions, and/or features that are not generally available;
Consultation, expertise and/or support of third party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to by Hyland.
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development, unless Customer has purchased the Custom Scripting Enhancement/Development Add-On;
Direct database modifications; and
Full project management and delivery utilizing Hyland’s formal project methodology in any form.

Requests for excluded items or Professional Services that do not constitute Advise Managed Services may be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Change Control Process.

Initiating a request for Inquiry

All Inquiries must be reported directly via the Hyland Community Customer Project Portal and cannot be communicated through any indirect means;
1. All Inquiries will be charged a minimum of one (1) Inquiry per request; Hyland reserves the right to charge multiple Inquiries from the account balance for Inquiry requests which may encompass multiple issues or matters;
2. Customer will provide availability of preferred date(s) and time(s) for Hyland’s consultation in response to an Inquiry;
3. Hyland will confirm the time for the consultation response with Customer by sending a corresponding meeting invitation to the requestor;
4. Hyland’s consultant will wait up to 15 minutes following the start of the confirmed appointment start time for the arrival of the Customer. If the Customer fails to arrive within the initial 15 minutes of the scheduled appointment, the scheduled Inquiry will be cancelled and Customer’s Inquiry account balance will be charged for the Inquiry;
5. If the Customer arrives late but within the 15-minute wait time, that wait time will be applied against the one hour allotted consultation time for the Inquiry;
6. If Customer cancels or reschedules and Inquiry less than 24 hours in advance of the scheduled consultation appointment, Customer’s Inquiry account balance of Inquiries will be charged for the Inquiry;
7. Customer may request follow-up Inquiries with the same consultant to maintain continuity; however, consultant assignment is subject to such consultant’s availability.; and
8. Customer personnel who are permitted to submit Inquiries must be qualified to interact on a technical basis at a level required to support the existing Hyland solution and shall be identified by Hyland at or following the Subscription Start Date. Hyland will not be required to respond to Inquiries from non-authorized personnel.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination

Notwithstanding anything to the contrary in the Underlying Agreement (as defined in the Order Form, if applicable), the Professional Services Terms and Conditions (including Schedule 1, if applicable) or otherwise, Customer may not terminate the Advise Managed Services for convenience. All prepaid fees are non-refundable.

Appendix 1 - Description of Add-Ons

The following Add-On Managed Services are available, if applicable.

Add-Ons Available

Additional Inquiries

Custom Script Enhancement(s) and/or Development Blocks

Change Request Blocks

Additional Inquiries

Customer may choose to increase the number of Inquiries allocated on the Order Form through the Change Control Process.

Custom Script Enhancement(s)/Development Requests

Customer will be entitled to a quantity of Custom Script Enhancement(s)/ Development Requests designated by Hyland for use during the Initial Term (with each quantity, as specified on the Order Form, being comprised of five (5) requests), which will be managed in the following manner:
1. All Custom Script Enhancement(s)/Development Requests will be charged a minimum of one (1) change per request;
2. Unused Custom Script Enhancement(s)/Development Requests will not be rolled over into any subsequent period or renewal term;
3. Hyland will evaluate all Custom Script Enhancement(s)/Development Requests to determine work effort associated with the request;
  1. Hyland reserves the right to charge multiple change requests from the account balance for requests which encompass multiple component changes;
  2. Hyland reserves the right to recommend a separate Professional Services engagement for requested changes which are determined to exceed the available balance of change requests for work which are not typically addressed by the managed services delivery team (such as Software conversions);
4. In a single month, Customer may submit Custom Script Enhancement(s)/Development Requests that total no more than twenty-five (25) percent of the total annual Custom Script Enhancement(s)/Development request allotment;
5. Custom Script Enhancement(s)/Development Requests are scheduled services with mutually agreed upon timelines;
6. Hyland will prioritize all Custom Script Enhancement(s)/Development Requests received from the Customer and will determine the order of changes to be scheduled and completed;
7. Hyland will provide a monthly report of Custom Script Enhancement(s)/Development Request information that will include the following information:
  1. Opening balance
  2. Credits
  3. Debits
  4. Remaining balance
Hyland will make reasonable efforts to respond to Emergency Custom Script Enhancement(s)/Development Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Custom Script Enhancement(s)/Development Requests. Hyland reserves the right to close Custom Script Enhancement(s)/Development Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation;
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Change Requests

Customer will be entitled to a quantity of Change Requests designated by Hyland for use during the Initial Term (with each quantity, as specified on the Order Form, being comprised of ten (10) requests), which will be managed in the following manner:
1. Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change, or consultation services only. All Change Requests for which active services are requested will be charged a minimum of one (1) active service engagement;
  1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland;
  2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes (and will advise Customer of the number of elective service engagements to be charged, if applicable);
  3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iii) below, Hyland will perform the work required to address the Change Request. If Customer’s elective service engagement balance is insufficient, Hyland will perform only consultation services relating to the Change Request (subject to Customer’s election to purchase additional Change Requests);
  4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the managed services delivery team (such as Software conversions or implementations);
2. Unused elective service engagements will not be rolled over into any subsequent period or renewal term
3. In a single month, Customer may request active services relating to Change Requests that total no more than twenty-five (25) percent of the total annual elective service engagement allotment;
4. Elective service engagements are scheduled services subject to mutually agreed upon timelines;
5. Hyland will prioritize all elective service engagements received from the Customer and will determine the order of changes to be scheduled and completed;
6. Hyland will provide a monthly report of elective service engagement information that will include the following information:
  1. Opening balance
  2. Credits
  3. Debits
  4. Remaining balance
Hyland will make reasonable efforts to respond to emergency Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Requests. Hyland reserves the right to close Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

***End of Document***

Effective February 24th 2023 to June 5th 2023

Download

Advise Managed Services Schedule

Advise Managed Services; Add-On Managed Services

The Advise Managed Services shall be specific to Hyland products;
All services will be performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Managed Services are described in Appendix 1. Customer may purchase Add-On Managed Services by designating on the Order Form those Add-On services it requires

Services Description

Each Inquiry includes up to one (1) hour of remote online consultation services between the Customer and a consultant;
1. Customer may record the Inquiry appointment, subject to Hyland agreement, and provided that such recordings are used only internally;
2. Hyland may limit the scope of each Inquiry to the questions and discussion items submitted in advance by the Customer in the Inquiry request.
Customer shall be permitted up to one (1) additional hour of follow-up consultation relating to each Inquiry;
In response to Customer Inquiries, Hyland will, as appropriate:
1. Conduct reasonable research and preparation in order to respond to the Inquiry (provided the Customer has delivered a written summary of questions at the time of the Inquiry request);
2. Provide consulting services in relation to Software use;
3. Recommend solution configuration changes and/or design reviews;
4. Attempt to identify root causes of problems and/or troubleshoot solution configuration; and
5. Make recommendation(s) for remediation and resolution paths for Customer.
Hyland’s response may be delivered electronically or verbally;
Hyland will use reasonable efforts to schedule consultations in response to Inquiries within a seventy-two (72) business hour period from time of submitted Inquiry;
Any additional Inquiries requested by Customer will result in a pricing adjustment and will follow the defined Change Control Process outlined in this document; and
Unused Inquiries will not be rolled over into any subsequent period or Renewal Term.

Exclusions

The following items are not covered under Advise Managed Services:

“Hands on” configuration changes to Customer’s Hyland solution;
Inquiries relating to products, functions, and/or features that are not generally available;
Consultation, expertise and/or support of third party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to by Hyland.
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development, unless Customer has purchased the Custom Scripting Enhancement/Development Add-On;
Direct database modifications; and
Full project management and delivery utilizing Hyland’s formal project methodology in any form.

Initiating a request for Inquiry

All Inquiries must be reported directly via the Hyland Community Customer Project Portal and cannot be communicated through any indirect means;
1. All Inquiries will be charged a minimum of one (1) Inquiry per request; Hyland reserves the right to charge multiple Inquiries from the account balance for Inquiry requests which may encompass multiple issues or matters;
2. Customer will provide availability of preferred date(s) and time(s) for Hyland’s consultation in response to an Inquiry;
3. Hyland will confirm the time for the consultation response with Customer by sending a corresponding meeting invitation to the requestor;
4. Hyland’s consultant will wait up to 15 minutes following the start of the confirmed appointment start time for the arrival of the Customer. If the Customer fails to arrive within the initial 15 minutes of the scheduled appointment, the scheduled Inquiry will be cancelled and Customer’s Inquiry account balance will be charged for the Inquiry;
5. If the Customer arrives late but within the 15-minute wait time, that wait time will be applied against the one hour allotted consultation time for the Inquiry;
6. If Customer cancels or reschedules and Inquiry less than 24 hours in advance of the scheduled consultation appointment, Customer’s Inquiry account balance of Inquiries will be charged for the Inquiry;
7. Customer may request follow-up Inquiries with the same consultant to maintain continuity; however, consultant assignment is subject to such consultant’s availability.; and
8. Customer personnel who are permitted to submit Inquiries must be qualified to interact on a technical basis at a level required to support the existing Hyland solution and shall be identified by Hyland at or following the Subscription Start Date. Hyland will not be required to respond to Inquiries from non-authorized personnel.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination
The Initial Term of this Managed Services Schedule is defined in the Order Form.

At least forty-five (45) days prior to the expiration of the Initial Term (or applicable Renewal Term), Hyland will provide an invoice setting forth the fees applicable to the Renewal Term. Such invoice shall be due and payable on or before the first day of the Renewal Term. Hyland may not increase the fees for any Renewal Term in an amount by more than ten (10) percent of the fees payable with respect to the then expiring term.

Appendix 1 - Description of Add-Ons

The following Add-On Managed Services are available, if applicable.

Add-Ons Available

Additional Inquiries

Custom Script Enhancement(s) and/or Development Blocks

Change Request Blocks

Additional Inquiries

Customer may choose to increase the number of Inquiries allocated on the Order Form through the Change Control Process.

Custom Script Enhancement(s)/Development Requests

Customer will be entitled to a quantity of Custom Script Enhancement(s)/ Development Requests designated by Hyland for use during the Initial Term (with each quantity, as specified on the Order Form, being comprised of five (5) requests), which will be managed in the following manner:
1. All Custom Script Enhancement(s)/Development Requests will be charged a minimum of one (1) change per request;
2. Unused Custom Script Enhancement(s)/Development Requests will not be rolled over into any subsequent period or renewal term;
3. Hyland will evaluate all Custom Script Enhancement(s)/Development Requests to determine work effort associated with the request;
  1. Hyland reserves the right to charge multiple change requests from the account balance for requests which encompass multiple component changes;
  2. Hyland reserves the right to recommend a separate Professional Services engagement for requested changes which are determined to exceed the available balance of change requests for work which are not typically addressed by the managed services delivery team (such as Software conversions);
4. In a single month, Customer may submit Custom Script Enhancement(s)/Development Requests that total no more than twenty-five (25) percent of the total annual Custom Script Enhancement(s)/Development request allotment;
5. Custom Script Enhancement(s)/Development Requests are scheduled services with mutually agreed upon timelines;
6. Hyland will prioritize all Custom Script Enhancement(s)/Development Requests received from the Customer and will determine the order of changes to be scheduled and completed;
7. Hyland will provide a monthly report of Custom Script Enhancement(s)/Development Request information that will include the following information:
  1. Opening balance
  2. Credits
  3. Debits
  4. Remaining balance
Hyland will make reasonable efforts to respond to Emergency Custom Script Enhancement(s)/Development Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Custom Script Enhancement(s)/Development Requests. Hyland reserves the right to close Custom Script Enhancement(s)/Development Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation;
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Change Requests

Customer will be entitled to a quantity of Change Requests designated by Hyland for use during the Initial Term (with each quantity, as specified on the Order Form, being comprised of ten (10) requests), which will be managed in the following manner:
1. Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change, or consultation services only. All Change Requests for which active services are requested will be charged a minimum of one (1) active service engagement;
  1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland;
  2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes (and will advise Customer of the number of elective service engagements to be charged, if applicable);
  3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iii) below, Hyland will perform the work required to address the Change Request. If Customer’s elective service engagement balance is insufficient, Hyland will perform only consultation services relating to the Change Request (subject to Customer’s election to purchase additional Change Requests);
  4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the managed services delivery team (such as Software conversions or implementations);
2. Unused elective service engagements will not be rolled over into any subsequent period or renewal term
3. In a single month, Customer may request active services relating to Change Requests that total no more than twenty-five (25) percent of the total annual elective service engagement allotment;
4. Elective service engagements are scheduled services subject to mutually agreed upon timelines;
5. Hyland will prioritize all elective service engagements received from the Customer and will determine the order of changes to be scheduled and completed;
6. Hyland will provide a monthly report of elective service engagement information that will include the following information:
  1. Opening balance
  2. Credits
  3. Debits
  4. Remaining balance
Hyland will make reasonable efforts to respond to emergency Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Requests. Hyland reserves the right to close Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

***End of Document***

Effective December 8th 2022 to February 24th 2023

Download

Advise Managed Services Schedule

Advise Managed Services; Add-On Managed Services

The Advise Managed Services shall be specific to Hyland products;
All services will be performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Managed Services are described in Appendix 1. Customer may purchase Add-On Managed Services by designating on the Order Form those Add-On services it requires

Services Description

Each Inquiry includes up to one (1) hour of remote online consultation services between the Customer and a consultant;
1. Customer may record the Inquiry appointment, subject to Hyland agreement, and provided that such recordings are used only internally;
2. Hyland may limit the scope of each Inquiry to the questions and discussion items submitted in advance by the Customer in the Inquiry request.
Customer shall be permitted up to one (1) additional hour of follow-up consultation relating to each Inquiry;
In response to Customer Inquiries, Hyland will, as appropriate:
1. Conduct reasonable research and preparation in order to respond to the Inquiry (provided the Customer has delivered a written summary of questions at the time of the Inquiry request);
2. Provide consulting services in relation to Software use;
3. Recommend solution configuration changes and/or design reviews;
4. Attempt to identify root causes of problems and/or troubleshoot solution configuration; and
5. Make recommendation(s) for remediation and resolution paths for Customer.
Hyland’s response may be delivered electronically or verbally;
Hyland will use reasonable efforts to schedule consultations in response to Inquiries within a seventy-two (72) business hour period from time of submitted Inquiry;
Any additional Inquiries requested by Customer will result in a pricing adjustment and will follow the defined Change Control Process outlined in this document; and
Unused Inquiries will not be rolled over into any subsequent period or Renewal Term.

Exclusions

The following items are not covered under Advise Managed Services:

“Hands on” configuration changes to Customer’s Hyland solution;
Inquiries relating to products, functions, and/or features that are not generally available;
Consultation, expertise and/or support of third party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to by Hyland.
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development, unless Customer has purchased the Custom Scripting Enhancement/Development Add-On;
Direct database modifications; and
Full project management and delivery utilizing Hyland’s formal project methodology in any form.

Initiating a request for Inquiry

All Inquiries must be reported directly via the Hyland Community Customer Project Portal and cannot be communicated through any indirect means;
1. All Inquiries will be charged a minimum of one (1) Inquiry per request; Hyland reserves the right to charge multiple Inquiries from the account balance for Inquiry requests which may encompass multiple issues or matters;
2. Customer will provide availability of preferred date(s) and time(s) for Hyland’s consultation in response to an Inquiry;
3. Hyland will confirm the time for the consultation response with Customer by sending a corresponding meeting invitation to the requestor;
4. Hyland’s consultant will wait up to 15 minutes following the start of the confirmed appointment start time for the arrival of the Customer. If the Customer fails to arrive within the initial 15 minutes of the scheduled appointment, the scheduled Inquiry will be cancelled and Customer’s Inquiry account balance will be charged for the Inquiry;
5. If the Customer arrives late but within the 15-minute wait time, that wait time will be applied against the one hour allotted consultation time for the Inquiry;
6. If Customer cancels or reschedules and Inquiry less than 24 hours in advance of the scheduled consultation appointment, Customer’s Inquiry account balance of Inquiries will be charged for the Inquiry;
7. Customer may request follow-up Inquiries with the same consultant to maintain continuity; however, consultant assignment is subject to such consultant’s availability.; and
8. Customer personnel who are permitted to submit Inquiries must be qualified to interact on a technical basis at a level required to support the existing Hyland solution and shall be identified by Hyland at or following the Subscription Start Date. Hyland will not be required to respond to Inquiries from non-authorized personnel.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination

The Initial Term of this Managed Services Schedule shall begin on the Subscription Start Date set forth in the Order Form and continue through the Subscription End Date set forth on the Order Form.

Notwithstanding anything to the contrary in the Underlying Agreement (as defined in the Order Form, if applicable), Schedule 1 or otherwise, Customer may not terminate the Advise Managed Services for convenience. All prepaid fees are non-refundable.

Appendix 1 - Description of Add-Ons

The following Add-On Managed Services are available, if applicable.

Add-Ons Available

Additional Inquiries

Custom Script Enhancement(s) and/or Development Blocks

Change Request Blocks

Additional Inquiries

Customer may choose to increase the number of Inquiries allocated on the Order Form through the Change Control Process.

Custom Script Enhancement(s)/Development Requests

Customer will be entitled to a quantity of Custom Script Enhancement(s)/ Development Requests designated by Hyland for use during the Initial Term (with each quantity, as specified on the Order Form, being comprised of five (5) requests), which will be managed in the following manner:
1. All Custom Script Enhancement(s)/Development Requests will be charged a minimum of one (1) change per request;
2. Unused Custom Script Enhancement(s)/Development Requests will not be rolled over into any subsequent period or renewal term;
3. Hyland will evaluate all Custom Script Enhancement(s)/Development Requests to determine work effort associated with the request;
  1. Hyland reserves the right to charge multiple change requests from the account balance for requests which encompass multiple component changes;
  2. Hyland reserves the right to recommend a separate Professional Services engagement for requested changes which are determined to exceed the available balance of change requests for work which are not typically addressed by the managed services delivery team (such as Software conversions);
4. In a single month, Customer may submit Custom Script Enhancement(s)/Development Requests that total no more than twenty-five (25) percent of the total annual Custom Script Enhancement(s)/Development request allotment;
5. Custom Script Enhancement(s)/Development Requests are scheduled services with mutually agreed upon timelines;
6. Hyland will prioritize all Custom Script Enhancement(s)/Development Requests received from the Customer and will determine the order of changes to be scheduled and completed;
7. Hyland will provide a monthly report of Custom Script Enhancement(s)/Development Request information that will include the following information:
  1. Opening balance
  2. Credits
  3. Debits
  4. Remaining balance
Hyland will make reasonable efforts to respond to Emergency Custom Script Enhancement(s)/Development Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Custom Script Enhancement(s)/Development Requests. Hyland reserves the right to close Custom Script Enhancement(s)/Development Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation;
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Change Requests

Customer will be entitled to a quantity of Change Requests designated by Hyland for use during the Initial Term (with each quantity, as specified on the Order Form, being comprised of ten (10) requests), which will be managed in the following manner:
1. Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change, or consultation services only. All Change Requests for which active services are requested will be charged a minimum of one (1) active service engagement;
  1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland;
  2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes (and will advise Customer of the number of elective service engagements to be charged, if applicable);
  3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iii) below, Hyland will perform the work required to address the Change Request. If Customer’s elective service engagement balance is insufficient, Hyland will perform only consultation services relating to the Change Request (subject to Customer’s election to purchase additional Change Requests);
  4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the managed services delivery team (such as Software conversions or implementations);
2. Unused elective service engagements will not be rolled over into any subsequent period or renewal term
3. In a single month, Customer may request active services relating to Change Requests that total no more than twenty-five (25) percent of the total annual elective service engagement allotment;
4. Elective service engagements are scheduled services subject to mutually agreed upon timelines;
5. Hyland will prioritize all elective service engagements received from the Customer and will determine the order of changes to be scheduled and completed;
6. Hyland will provide a monthly report of elective service engagement information that will include the following information:
  1. Opening balance
  2. Credits
  3. Debits
  4. Remaining balance
Hyland will make reasonable efforts to respond to emergency Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Requests. Hyland reserves the right to close Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

***End of Document***

Intelligent Medical Records as a Service (IMRaaS)

Version

Effective December 19th 2023

Download

Intelligent Medical Records as a Service (IMRaaS) Schedule

Intelligent Medical Records as a Service; Add-On Services

Hyland will provide to Customer Intelligent Medical Records (IMR) as a Service (IMRaaS) during an “Initial Term” as defined in the “Term and Termination” section below. As used herein, “IMRaaS” shall mean the services described in the "Services Description" section and appendices 1 and 3 below, and are provided as follows:

IMRaaS shall be limited to the existing Software solution(s) deployed on the following Hyland Software products: OnBase Workflow and Brainware;
IMRaaS supports one (1) production and two (2) non-production environments. Hyland’s involvement may range owning specific tasks to consultation only;
All services will be performed remotely; provided, that if discovery services are purchased as an add-on service (see Appendix 2 for description), such services will be performed at Customer’s site for up to three (3) days, with the remainder of the work being performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Services are described in Appendix 2. Customer may purchase Add-On Services by designating on the Order Form those Add-On services it requires.

Services Description

“IMRaaS” means the Professional Services described in the table below. Descriptions of such services are provided in Appendix 1 and Appendix 3 below.

Services	IMRaaS
IMR Solution (Appendix 3)	Included
Service Desk	Designated
Service Delivery Manager	Designated
Monthly Activity Report	Included
Administration	Included
Configuration Management Database	Included
Solution Design Documentation	Included
Quarterly Sponsor Review	Included
Long-Term Release Management	Included
Incident	Review Response Resolution
Change	Review Response Resolution
Release	Review Response Resolution
Problem	Review Response Resolution

Assumptions

IMRaaS is based upon the below limitations and assumptions being true. If for any reason these assumptions are not true, this could result in a scope change and may have an impact on Hyland’s ability to provide the IMRaaS, as well as the proposed cost and timeline to deliver such services:

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Customer is aware that IMRaaS is intended to assist with specific requests for assistance, and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing. Requests for Professional Services that do not constitute IMRaaS shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below; and
Customer understands IMRaaS is intended to supplement Customer’s needs beyond standard technical support.

Exclusions

The following items are not covered under IMRaaS:

Consultation, expertise and/or support of third party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to by Hyland in writing.
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development, unless Customer has purchased Custom Script Requests as an Add-On Managed Service;
Direct database modifications; and
Full project management and delivery utilizing Hyland’s formal project methodology in any form, other than as specified in Appendix 3.

Requests for excluded items or Professional Services that do not constitute IMRaaS may be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Change Control Process.

Initiating Service Requests and Change Requests

Customers shall communicate Service Requests and/or Change Requests to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal;
Unless explicitly identified, all Service Requests and Change Requests must be reported directly to the Service Desk and cannot be communicated through any indirect means (see Appendices);
Customer is responsible for proposing Issue severity level classification upon submission, which may be modified by Hyland after review;
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Hyland will determine whether the request submitted constitutes a Service Request or a Change Request. If the request is determined to be a Change Request, then Hyland will provide the services described below under the section titled “Change Requests” below.
Resolution for Service Requests and Change Requests are as follows:
1. Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request;
2. Any Change Request for off-hours maintenance windows, extended involvement such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.

Change Requests

Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change, or consultation services only. Customer’s ability to receive consultation services related to a Change Request shall not be restricted; however, Customer will be limited to forty (40) elective service engagements in response to Change Requests per twelve (12) month period, to be managed in the following manner:
1. Customer will receive an “account balance” of forty (40) elective service engagements. All Change Requests for which active services are requested will be charged a minimum of one (1) active service engagement;
  1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland;
  2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes (and will advise Customer of the number of elective service engagements to be charged, if applicable);
  3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iii) below, Hyland will perform the work required to address the Change Request. If Customer’s elective service engagement balance is insufficient, Hyland will perform only consultation services relating to the Change Request (subject to Customer’s election to purchase additional Change Requests);
  4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the managed services delivery team (such as Software conversions or implementations);
Unused elective service engagements will not be rolled over into any subsequent period or renewal term
In a single month, Customer may request active services relating to Change Requests that total no more than twenty-five (25) percent of the total annual elective service engagement allotment;
Elective service engagements are scheduled services subject to mutually agreed upon timelines;
Hyland will prioritize all elective service engagements received from the Customer and will determine the order of changes to be scheduled and completed;
Hyland will provide a monthly report of elective service engagement information that will include the following information:
1. Opening balance
2. Credits
3. Debits
4. Remaining balance
Hyland will make reasonable efforts to respond to emergency Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Requests. Hyland reserves the right to close Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Customer Obligations

To facilitate Hyland’s delivery of IMRaaS, Customer agrees to the following obligations. The parties acknowledge and agree that failure to meet the responsibilities noted will affect project duration, cost and/or quality in the execution and completion of IMRaaS.

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal; and
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination

The Initial Term of this IMRaaS Schedule is defined on the Order Form. Hyland will provide to Customer Managed Services during the Initial Term, provided that if an Initial Term is not defined in the Order Form, it shall mean the twelve (12) month period commencing on the Effective Date of the Order Form (as such term is defined in the Order Form).

Unless otherwise specified herein, after the Initial Term, this IMRaaS Schedule will renew automatically, at the then current service level, for periods equal to the Initial Term (each, a “Renewal Term”), unless either party provides written notice of its desire not to renew at least sixty (60) days prior to the end of the then-current Initial Term or Renewal Term, as applicable.

Notwithstanding anything to the contrary in the Underlying Agreement (as defined in the Order Form, if applicable), the Professional Services Terms and Conditions (including Schedule 1, if applicable) or otherwise, Customer may not terminate IMRaaS for convenience. All prepaid fees are non-refundable.

Appendix 1 – IMRaaS Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its direction provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of IMRaaS. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s environments; Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently; Escalate Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Sponsor Review(s), as applicable.
Monthly Activity Report	Means reporting services, which Hyland will provide, including: Summary of work and tasks completed, upcoming work, known issues or risks; Summary of outstanding Service Requests and/or Change Requests; and Other reporting details as mutually agreed upon, to provide clear communication paths and to summarize monthly activity.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions; Responding to business needs to create, modify or delete user accounts for existing security groups within the Software; Help maintain non-production environments for testing, training, and/or issue resolution; Respond to questions concerning product capabilities; Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software; Analyzing solution performance trends; and Executing solution optimization tasks.
Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Customer has access to use IMRaaS for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through IMRaaS.
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of IMRaaS, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determines is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.
Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer; not the result of Incidents and Problems; scheduled services that the Customer must request and schedule 72 hours in advance; and subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement a Response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within its production environment. If a System Outage is caused by Changes requested by Customer to the production environment, Hyland may reverse or “undo” such Changes in order to revert to the previous functionality. Customer is responsible for reporting System Outages by submitting a Technical Support Case via Hyland Community or contacting Technical Support: https://community.hyland.com/login?returnUrl=/customer-portal/wiki/hyland-support/technical-support-phone-numbers
Service Request	Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages. There are no limitations on the number of Service Requests submitted during the term. Service Desk will attempt to begin Review of Service Requests within one (1) hour of reported impact during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours.
Change Request	Request by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are categorized based on type of Change Requests. Service Desk will attempt to begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working the next business day.

Appendix 2 - Description of Add-Ons

The following Add-On Services are available, if applicable.

Add-Ons Available

On-site Discovery

Custom Script Enhancement(s) and/or Development Blocks

Additional Change Request

On-Site Discovery

Up to three (3) Hyland Resources will travel to Customer’s site to perform discovery/requirements analysis for up to three (3) days. Travel expenses are not included in this Schedule and will be charged separately if incurred by Hyland resources;

Custom Script Requests

If Customer purchases Custom Script Requests as an add-on Managed Service, Customer will be entitled to use its Change Request account balance to open a Change Request relating to a non-software code or configuration item used in a customer Hyland solution, including but not limited to APIs, Unity Scripts, or pre-processors. See “Initiating Service Requests and Change Requests” and “Enhance/Expand Change Request” sections for details regarding submission and management of Change Requests.

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the 12-month period.

All standard rules, assumptions and exclusions apply to additional Change Requests.

Appendix 3 – Intelligent MedRecords (IMR)

Hyland will provide Professional Services for the implementation of a medical records document classification and indexing solution. The professional services outlined in this agreement include Hyland’s effort to capture and process clinical documents in Customer’s Software environment using Brainware.

Customer understands this solution is not capable of classifying every document. End users will review and interact with documents to manually assign document type(s) if necessary. In addition, end users will verify classification as part of the Intelligent Medical Records solution.

Content Capture

Day-forward documents intended for classification will follow the following process:

Intelligent Medical Records requires Unity Client batch scanning;
For internal documents, it is recommended that patient label be placed on document;
For differentiation between internal and external document classification an identifier needs to be on internal documents and pages:
1. Example: Facility name;
2. All documents, both Internal and External will be routed for Document Type classification through Software’s Internal Medical Records Classification solution:
  1. The Classification Solution will evaluate the images to attempt to classify documents and assign a Document Type;
    1. Additionally, the Classification Solution will attempt to populate patient MRN and CSN by extracting the following data elements and looking for match in OnBase patient table:
      1. Patient First Name;
      2. Patient Last Name; and
      3. Patient Date of Birth.
  2. Additional patient demographic information (i.e. Patient First Name, Patient Last Name, Patient Date Of Birth, Date of Service) will be indexed to classified documents leveraging Software Autofill Keyword Sets.
  3. External Date of Service could also be attempted to be extracted from external records.

Hyland anticipates that individual documents will be scanned at the same aspect ratio and dimensions at a Hyland recommended minimum image resolution of three hundred (300) dpi. Documents sent via fax may not have the appropriate resolution to perform proper character recognition where Quality Assurance is required to ensure image quality and document separation. Brainware capabilities will extract the data and present the information to the Customer verification operator for validation.

Classification is based on the training of Document Types within Software executed by subject matter experts. Accuracy of Software is based on document quality and information on document(s). Documents must be clean and free of extraneous patterns, images or any other formatting that would interfere with reading document data.

Content Management

Documents will be classified and separated through a scan queue that supports Intelligent MedRecords and Capture Process Designer.

Content Delivery

Integrated single document retrieval from document hyperlinks within the appropriate context located in the patient record in Epic using the API integration between the Software and Epic; and
Document retrieval using native client(s) of the Software.

Assumptions

This project is based upon the below assumptions being true. If for some reason these assumptions prove to be false, this could result in a scope change and may have an impact on the proposed cost and timeline to deliver:

Customer will have an existing integrated Software environment;
Customer will have internal resources capable of training end users on scanning and indexing within Unity Client;
Customer is responsible for configuration of scanning hardware and driver installation;
Scanners must be of high quality and allow for processing of volume batches (not flatbed scanners);
Customer and Hyland shall mutually identify the document types requiring configuration. Such configuration shall consist of:
1. Document Type Classification; and/or
2. Document Type Sub-Classification:
  1. Document Type: Consent Form; and
  2. Sub-Classification Descriptions: Procedure Consent, Blood Consents, etc.
    1. Each sub-classification should be discussed with the project team based on project plan and timeline during the discovery process;
Data extraction requires that the fields be present on the page;
Documents processed through Software must be clean and free of staples, extraneous patterns, images, or any other formatting that would interfere with reading data;
External documents for which the Patient First Name, Patient Last Name, Patient Date of Birth and Date of Service (if necessary) were not extracted will be manually indexed to an MRN or CSN for keyword indexing unless Customer has prepped the batch with a batch cover sheet containing a patient barcode or has keyword barcodes present on documents;
Customer medical records subject matter experts are required throughout the project to actively participate in the validation of classification tests and results. Subject matter experts will have the knowledge to define document classification and/or sub-classification;
Customer shall provide at least one hundred (100) samples per document class;
1. Hyland shall review provided samples for validity.
Accuracy of the Software is based on document quality, information on said document(s):
1. The amount of manual intervention or validation is unknown until testing commences; however, Hyland will work with Customer to identify and work towards the highest percentage available based on timelines and budget; and
All document capture is day-forward. No capture of previously generated documents is included in this proposal.

Exclusions

The following items are considered out of scope for this engagement:

Training of end users on scanning and indexing within the Unity Client;
Order level keyword extraction;
Concatenation or manipulation of any captured document keywords;
Correspondence and other billing/PFS documents;
Epic Integrated Scan Documents;
External system validation of values;
Attachments are not included in data extraction;
Extraction of physician name or ID for InBasket routing;
Non-English language documents;
Addresses in a format other than the United States postal format;
Training to create or modify custom reports;
Data extraction from documents does not also provide end user text searching functionality. Text searching capability would be covered in a separate statement of work using Full Text Indexing Server or similar utility;
Updates to existing Software configuration outside the scope of this project; and
Any functionality or Professional Services not mentioned in the scope above.

Intelligent Medical Records Deployment Methodology

Requirements Analysis

Included in the project cost is dedicated time for Software solution requirements analysis, documentation and review. Requirements Analysis activities include:

Requirements Capture: Hyland will collaborate with Customer’s project team to discover and define the detailed requirements of the Software solution. Discussions focus on the requirements to meet Customer’s business objectives, including any integration(s) that may be in scope for the project:
1. Customer project team may consist of subject matter experts from the business areas and technical experts from IT, interfaces and applications: and
2. Agenda will reflect a single collaborative session per project area. For example, where the same department is repeated across multiple entities, representatives of each entity should attend requirements gathering sessions.
Requirements Documentation: Hyland will create a mapping document to map customer OnBase document types to Brainware document types;
Requirements Review: Hyland reviews the Requirement Document with Customer’s project team to validate the Software solution requirements. Modifications to the document are made as necessary and a finalized Requirements Document is delivered to Customer’s project team for final approval;
Changes to the Software solution and requirements that are not in scope as defined in this Services Proposal will be handled via Change Order; and
Project Schedule: Hyland will update the Preliminary Project Schedule to reflect a more detailed schedule based upon the Requirements Documentation.

Solution Build

Included in the project cost is dedicated time to build the Software solution. Solution build activities include:

Solution Design: Hyland will design the solution based on the agreed upon Requirements Document;
Solution Installation and Configuration: Hyland will install and configure the complete Software solution to fulfill the documented requirements captured in the Requirements Document. Implementation accounts for up to three (3) environments: Production (PROD), and two (2) Non-Production User Test (“UT”) Lite environments, and
Impacts to the scope as captured in the Requirements Document or design may result in a Change Order.

Testing

Included in the project scope is dedicated time for solution testing activities. Testing activities include:

Unit Testing: Hyland will validate that the solution conforms to the approved Requirements Document. Upon completion of unit testing and incorporation of any changes to the solution, Hyland will inform the Customer unit testing is complete; and
Customer Testing Support: Hyland will support the Customer’s testing of the configured solution. Customer-created business test cases are used by Customer’s resources to test the Solution. Customer should prepare for these activities by defining test plans and scripts early in the project process. Hyland will make any required changes to the Software configuration to fulfill any items that are prohibiting the Solution from functioning in accordance with the Requirements Document. Requested changes, which are not documented in the Requirements Document, may result in a Change Order.

Go-Live Support

Included in the project scope is dedicated time for up to two (2) go-live activities: One (1) pilot group and one (1) enterprise go-live. Go-live activities include:

Hyland will provide support to Customer during initial production usage of the Solution to address issues and answer questions from the Customer;
Hyland project team remote go-live support:
1. Hyland estimates the project team to provide one (1) week of remote go-live support per go-live; and
2. Unless explicitly stated, go-live support is provided remotely, during normal business hours for consecutive days (Monday – Friday, 8am – 5pm, Customer local time).
The estimated go-live support is included in the Cost estimate amount and is not a separate charge. If requested, a Change Order to this Services Proposal may be issued following the Project Change Control Process to adjust go-live support duration and business hours; and
Hyland will maintain optimization support for all in scope document types and descriptions for up to three (3) weeks after the final go-live; and
Enterprise go-live must occur within ninety (90) days of pilot go-live.

***End of Document***

Effective August 16th 2023 to December 19th 2023

Download

Intelligent Medical Records as a Service (IMRaaS) Schedule

Intelligent Medical Records as a Service; Add-On Services

IMRaaS shall be limited to the existing Software solution(s) deployed on the following Hyland Software products: OnBase Workflow and Brainware;
IMRaaS supports one (1) production and two (2) non-production environments. Hyland’s involvement may range owning specific tasks to consultation only;
All services will be performed remotely; provided, that if discovery services are purchased as an add-on service (see Appendix 2 for description), such services will be performed at Customer’s site for up to three (3) days, with the remainder of the work being performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Services are described in Appendix 2. Customer may purchase Add-On Services by designating on the Order Form those Add-On services it requires.

Services Description

“IMRaaS” means the Professional Services described in the table below. Descriptions of such services are provided in Appendix 1 and Appendix 3 below.

Services	IMRaaS
IMR Solution (Appendix 3)	Included
Service Desk	Designated
Service Delivery Manager	Designated
Monthly Activity Report	Included
Administration	Included
Configuration Management Database	Included
Solution Design Documentation	Included
Quarterly Sponsor Review	Included
Long-Term Release Management	Included
Incident	Review Response Resolution
Change	Review Response Resolution
Release	Review Response Resolution
Problem	Review Response Resolution

Assumptions

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Customer is aware that IMRaaS is intended to assist with specific requests for assistance, and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing. Requests for Professional Services that do not constitute IMRaaS shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below; and
Customer understands IMRaaS is intended to supplement Customer’s needs beyond standard technical support.

Exclusions

The following items are not covered under IMRaaS:

Consultation, expertise and/or support of third party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to by Hyland in writing.
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development, unless Customer has purchased Custom Scripting Enhancement/Development as an Add-On Managed Service;
Direct database modifications; and
Full project management and delivery utilizing Hyland’s formal project methodology in any form, other than as specified in Appendix 3.

Initiating Service Requests and Change Requests

Customers shall communicate Service Requests and/or Change Requests to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal;
Unless explicitly identified, all Service Requests and Change Requests must be reported directly to the Service Desk and cannot be communicated through any indirect means (see Appendices);
Customer is responsible for proposing Issue severity level classification upon submission, which may be modified by Hyland after review;
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Hyland will determine whether the request submitted constitutes a Service Request or a Change Request. If the request is determined to be a Change Request, then Hyland will provide the services described below under the section titled “Change Requests” below.
Resolution for Service Requests and Change Requests are as follows:
1. Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request;
2. Any Change Request for off-hours maintenance windows, extended involvement such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.

Change Requests

Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change, or consultation services only. Customer’s ability to receive consultation services related to a Change Request shall not be restricted; however, Customer will be limited to forty (40) elective service engagements in response to Change Requests per twelve (12) month period, to be managed in the following manner:
1. Customer will receive an “account balance” of forty (40) elective service engagements. All Change Requests for which active services are requested will be charged a minimum of one (1) active service engagement;
  1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland;
  2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes (and will advise Customer of the number of elective service engagements to be charged, if applicable);
  3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iii) below, Hyland will perform the work required to address the Change Request. If Customer’s elective service engagement balance is insufficient, Hyland will perform only consultation services relating to the Change Request (subject to Customer’s election to purchase additional Change Requests);
  4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the managed services delivery team (such as Software conversions or implementations);
Unused elective service engagements will not be rolled over into any subsequent period or renewal term
In a single month, Customer may request active services relating to Change Requests that total no more than twenty-five (25) percent of the total annual elective service engagement allotment;
Elective service engagements are scheduled services subject to mutually agreed upon timelines;
Hyland will prioritize all elective service engagements received from the Customer and will determine the order of changes to be scheduled and completed;
Hyland will provide a monthly report of elective service engagement information that will include the following information:
1. Opening balance
2. Credits
3. Debits
4. Remaining balance
Hyland will make reasonable efforts to respond to emergency Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Requests. Hyland reserves the right to close Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Customer Obligations

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal; and
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination

Notwithstanding anything to the contrary in the Underlying Agreement (as defined in the Order Form, if applicable), the Professional Services Terms and Conditions (including Schedule 1, if applicable) or otherwise, Customer may not terminate IMRaaS for convenience. All prepaid fees are non-refundable.

Appendix 1 – IMRaaS Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its direction provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of IMRaaS. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s environments; Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently; Escalate Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Sponsor Review(s), as applicable.
Monthly Activity Report	Means reporting services, which Hyland will provide, including: Summary of work and tasks completed, upcoming work, known issues or risks; Summary of outstanding Service Requests and/or Change Requests; and Other reporting details as mutually agreed upon, to provide clear communication paths and to summarize monthly activity.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions; Responding to business needs to create, modify or delete user accounts for existing security groups within the Software; Help maintain non-production environments for testing, training, and/or issue resolution; Respond to questions concerning product capabilities; Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software; Analyzing solution performance trends; and Executing solution optimization tasks.
Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Customer has access to use IMRaaS for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through IMRaaS.
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of IMRaaS, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determines is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.
Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer; not the result of Incidents and Problems; scheduled services that the Customer must request and schedule 72 hours in advance; and subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement a Response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within its production environment. If a System Outage is caused by Changes requested by Customer to the production environment, Hyland may reverse or “undo” such Changes in order to revert to the previous functionality. Customer is responsible for reporting System Outages by submitting a Technical Support Case via Hyland Community or contacting Technical Support: https://community.hyland.com/login?returnUrl=/customer-portal/wiki/hyland-support/technical-support-phone-numbers
Service Request	Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages. There are no limitations on the number of Service Requests submitted during the term. Service Desk will attempt to begin Review of Service Requests within one (1) hour of reported impact during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours.
Change Request	Request by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are categorized based on type of Change Requests. Service Desk will attempt to begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working the next business day.

Appendix 2 - Description of Add-Ons

The following Add-On Services are available, if applicable.

Add-Ons Available

On-site Discovery

Custom Script Enhancement(s) and/or Development Blocks

Additional Change Request Blocks

On-Site Discovery

Custom Script Enhancement(s)/Development Requests

Customer will be entitled to a quantity of Custom Script Enhancement(s)/ Development Requests designated by Hyland for use during the Initial Term (with each quantity, as specified on the Order Form, being comprised of five requests), which will be managed in the following manner:
1. All Custom Script Enhancement(s)/Development Requests will be charged a minimum of one (1) change per request;
2. Unused Custom Script Enhancement(s)/Development Requests will not be rolled over into any subsequent period or renewal term;
3. Hyland will evaluate all Custom Script Enhancement(s)/Development Requests to determine work effort associated with the request;
  1. Hyland reserves the right to charge multiple change requests from the account balance for requests which encompass multiple component changes;
  2. Hyland reserves the right to recommend a separate Professional Services engagement for requested changes which are determined to exceed the available balance of change requests for work which are not typically addressed by the managed services delivery team (such as Software conversions);
In a single month, Customer may submit Custom Script Enhancement(s)/Development Requests that total no more than twenty-five (25) percent of the total annual Custom Script Enhancement(s)/Development request allotment;
Custom Script Enhancement(s)/Development Requests are scheduled services with mutually agreed upon timelines;
Hyland will prioritize all Custom Script Enhancement(s)/Development Requests received from the Customer and will determine the order of changes to be scheduled and completed;
Hyland will provide a monthly report of Custom Script Enhancement(s)/Development Request information that will include the following information:
1. Opening balance
2. Credits
3. Debits
4. Remaining balance
Hyland will make reasonable efforts to respond to Emergency Custom Script Enhancement(s)/Development Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Custom Script Enhancement(s)/Development Requests. Hyland reserves the right to close Custom Script Enhancement(s)/Development Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation;
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the 12-month period.

All standard rules, assumptions and exclusions apply to additional Change Requests.

Appendix 3 – Intelligent MedRecords (IMR)

Content Capture

Day-forward documents intended for classification will follow the following process:

Intelligent Medical Records requires Unity Client batch scanning;
For internal documents, it is recommended that patient label be placed on document;
For differentiation between internal and external document classification an identifier needs to be on internal documents and pages:
1. Example: Facility name;
2. All documents, both Internal and External will be routed for Document Type classification through Software’s Internal Medical Records Classification solution:
  1. The Classification Solution will evaluate the images to attempt to classify documents and assign a Document Type;
    1. Additionally, the Classification Solution will attempt to populate patient MRN and CSN by extracting the following data elements and looking for match in OnBase patient table:
      1. Patient First Name;
      2. Patient Last Name; and
      3. Patient Date of Birth.
  2. Additional patient demographic information (i.e. Patient First Name, Patient Last Name, Patient Date Of Birth, Date of Service) will be indexed to classified documents leveraging Software Autofill Keyword Sets.
  3. External Date of Service could also be attempted to be extracted from external records.

Content Management

Documents will be classified and separated through a scan queue that supports Intelligent MedRecords and Capture Process Designer.

Content Delivery

Integrated single document retrieval from document hyperlinks within the appropriate context located in the patient record in Epic using the API integration between the Software and Epic; and
Document retrieval using native client(s) of the Software.

Assumptions

Customer will have an existing integrated Software environment;
Customer will have internal resources capable of training end users on scanning and indexing within Unity Client;
Customer is responsible for configuration of scanning hardware and driver installation;
Scanners must be of high quality and allow for processing of volume batches (not flatbed scanners);
Customer and Hyland shall mutually identify the document types requiring configuration. Such configuration shall consist of:
1. Document Type Classification; and/or
2. Document Type Sub-Classification:
  1. Document Type: Consent Form; and
  2. Sub-Classification Descriptions: Procedure Consent, Blood Consents, etc.
    1. Each sub-classification should be discussed with the project team based on project plan and timeline during the discovery process;
Data extraction requires that the fields be present on the page;
Documents processed through Software must be clean and free of staples, extraneous patterns, images, or any other formatting that would interfere with reading data;
External documents for which the Patient First Name, Patient Last Name, Patient Date of Birth and Date of Service (if necessary) were not extracted will be manually indexed to an MRN or CSN for keyword indexing unless Customer has prepped the batch with a batch cover sheet containing a patient barcode or has keyword barcodes present on documents;
Customer medical records subject matter experts are required throughout the project to actively participate in the validation of classification tests and results. Subject matter experts will have the knowledge to define document classification and/or sub-classification;
Customer shall provide at least one hundred (100) samples per document class;
1. Hyland shall review provided samples for validity.
Accuracy of the Software is based on document quality, information on said document(s):
1. The amount of manual intervention or validation is unknown until testing commences; however, Hyland will work with Customer to identify and work towards the highest percentage available based on timelines and budget; and
All document capture is day-forward. No capture of previously generated documents is included in this proposal.

Exclusions

The following items are considered out of scope for this engagement:

Training of end users on scanning and indexing within the Unity Client;
Order level keyword extraction;
Concatenation or manipulation of any captured document keywords;
Correspondence and other billing/PFS documents;
Epic Integrated Scan Documents;
External system validation of values;
Attachments are not included in data extraction;
Extraction of physician name or ID for InBasket routing;
Non-English language documents;
Addresses in a format other than the United States postal format;
Training to create or modify custom reports;
Data extraction from documents does not also provide end user text searching functionality. Text searching capability would be covered in a separate statement of work using Full Text Indexing Server or similar utility;
Updates to existing Software configuration outside the scope of this project; and
Any functionality or Professional Services not mentioned in the scope above.

Intelligent Medical Records Deployment Methodology

Requirements Analysis

Included in the project cost is dedicated time for Software solution requirements analysis, documentation and review. Requirements Analysis activities include:

Requirements Capture: Hyland will collaborate with Customer’s project team to discover and define the detailed requirements of the Software solution. Discussions focus on the requirements to meet Customer’s business objectives, including any integration(s) that may be in scope for the project:
1. Customer project team may consist of subject matter experts from the business areas and technical experts from IT, interfaces and applications: and
2. Agenda will reflect a single collaborative session per project area. For example, where the same department is repeated across multiple entities, representatives of each entity should attend requirements gathering sessions.
Requirements Documentation: Hyland will create a mapping document to map customer OnBase document types to Brainware document types;
Requirements Review: Hyland reviews the Requirement Document with Customer’s project team to validate the Software solution requirements. Modifications to the document are made as necessary and a finalized Requirements Document is delivered to Customer’s project team for final approval;
Changes to the Software solution and requirements that are not in scope as defined in this Services Proposal will be handled via Change Order; and
Project Schedule: Hyland will update the Preliminary Project Schedule to reflect a more detailed schedule based upon the Requirements Documentation.

Solution Build

Included in the project cost is dedicated time to build the Software solution. Solution build activities include:

Solution Design: Hyland will design the solution based on the agreed upon Requirements Document;
Solution Installation and Configuration: Hyland will install and configure the complete Software solution to fulfill the documented requirements captured in the Requirements Document. Implementation accounts for up to three (3) environments: Production (PROD), and two (2) Non-Production User Test (“UT”) Lite environments, and
Impacts to the scope as captured in the Requirements Document or design may result in a Change Order.

Testing

Included in the project scope is dedicated time for solution testing activities. Testing activities include:

Unit Testing: Hyland will validate that the solution conforms to the approved Requirements Document. Upon completion of unit testing and incorporation of any changes to the solution, Hyland will inform the Customer unit testing is complete; and
Customer Testing Support: Hyland will support the Customer’s testing of the configured solution. Customer-created business test cases are used by Customer’s resources to test the Solution. Customer should prepare for these activities by defining test plans and scripts early in the project process. Hyland will make any required changes to the Software configuration to fulfill any items that are prohibiting the Solution from functioning in accordance with the Requirements Document. Requested changes, which are not documented in the Requirements Document, may result in a Change Order.

Go-Live Support

Included in the project scope is dedicated time for up to two (2) go-live activities: One (1) pilot group and one (1) enterprise go-live. Go-live activities include:

Hyland will provide support to Customer during initial production usage of the Solution to address issues and answer questions from the Customer;
Hyland project team remote go-live support:
1. Hyland estimates the project team to provide one (1) week of remote go-live support per go-live; and
2. Unless explicitly stated, go-live support is provided remotely, during normal business hours for consecutive days (Monday – Friday, 8am – 5pm, Customer local time).
The estimated go-live support is included in the Cost estimate amount and is not a separate charge. If requested, a Change Order to this Services Proposal may be issued following the Project Change Control Process to adjust go-live support duration and business hours; and
Hyland will maintain optimization support for all in scope document types and descriptions for up to three (3) weeks after the final go-live; and
Enterprise go-live must occur within ninety (90) days of pilot go-live.

***End of Document***

Effective June 5th 2023 to August 16th 2023

Download

Intelligent Medical Records as a Service (IMRaaS) Schedule

Intelligent Medical Records as a Service; Add-On Services

IMRaaS shall be limited to the existing Software solution(s) deployed on the following Hyland Software products: OnBase Workflow and Brainware;
IMRaaS supports one (1) production and two (2) non-production environments. Hyland’s involvement may range owning specific tasks to consultation only;
All services will be performed remotely; provided, that if discovery services are purchased as an add-on service (see Appendix 2 for description), such services will be performed at Customer’s site for up to three (3) days, with the remainder of the work being performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Services are described in Appendix 2. Customer may purchase Add-On Services by designating on the Order Form those Add-On services it requires.

Services Description

“IMRaaS” means the Professional Services described in the table below. Descriptions of such services are provided in Appendix 1 and Appendix 3 below.

Services	IMRaaS
IMR Solution (Appendix 3)	Included
Service Desk	Designated
Service Delivery Manager	Designated
Monthly Activity Report	Included
Administration	Included
Configuration Management Database	Included
Solution Design Documentation	Included
Quarterly Sponsor Review	Included
Long-Term Release Management	Included
Incident	Review Response Resolution
Change	Review Response Resolution
Release	Review Response Resolution
Problem	Review Response Resolution

Assumptions

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Customer is aware that IMRaaS is intended to assist with specific requests for assistance, and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing. Requests for Professional Services that do not constitute IMRaaS shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below; and
Customer understands IMRaaS is intended to supplement Customer’s needs beyond standard technical support.

Exclusions

The following items are not covered under IMRaaS:

Consultation, expertise and/or support of third party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to by Hyland in writing.
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development, unless Customer has purchased Custom Scripting Enhancement/Development as an Add-On Managed Service;
Direct database modifications; and
Full project management and delivery utilizing Hyland’s formal project methodology in any form, other than as specified in Appendix 3.

Initiating Service Requests and Change Requests

Customers shall communicate Service Requests and/or Change Requests to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal;
Unless explicitly identified, all Service Requests and Change Requests must be reported directly to the Service Desk and cannot be communicated through any indirect means (see Appendices);
Customer is responsible for proposing Issue severity level classification upon submission, which may be modified by Hyland after review;
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Hyland will determine whether the request submitted constitutes a Service Request or a Change Request. If the request is determined to be a Change Request, then Hyland will provide the services described below under the section titled “Change Requests” below.
Resolution for Service Requests and Change Requests are as follows:
1. Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request;
2. Any Change Request for off-hours maintenance windows, extended involvement such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.

Change Requests

Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change, or consultation services only. Customer’s ability to receive consultation services related to a Change Request shall not be restricted; however, Customer will be limited to fifty (50) elective service engagements in response to Change Requests per twelve (12) month period, to be managed in the following manner:
1. Customer will receive an “account balance” of fifty (50) elective service engagements. All Change Requests for which active services are requested will be charged a minimum of one (1) active service engagement;
  1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland;
  2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes (and will advise Customer of the number of elective service engagements to be charged, if applicable);
  3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iii) below, Hyland will perform the work required to address the Change Request. If Customer’s elective service engagement balance is insufficient, Hyland will perform only consultation services relating to the Change Request (subject to Customer’s election to purchase additional Change Requests);
  4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the managed services delivery team (such as Software conversions or implementations);
Unused elective service engagements will not be rolled over into any subsequent period or renewal term
In a single month, Customer may request active services relating to Change Requests that total no more than twenty-five (25) percent of the total annual elective service engagement allotment;
Elective service engagements are scheduled services subject to mutually agreed upon timelines;
Hyland will prioritize all elective service engagements received from the Customer and will determine the order of changes to be scheduled and completed;
Hyland will provide a monthly report of elective service engagement information that will include the following information:
1. Opening balance
2. Credits
3. Debits
4. Remaining balance
Hyland will make reasonable efforts to respond to emergency Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Requests. Hyland reserves the right to close Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Customer Obligations

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal; and
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination

Notwithstanding anything to the contrary in the Underlying Agreement (as defined in the Order Form, if applicable), the Professional Services Terms and Conditions (including Schedule 1, if applicable) or otherwise, Customer may not terminate IMRaaS for convenience. All prepaid fees are non-refundable.

Appendix 1 – IMRaaS Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its direction provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of IMRaaS. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s environments; Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently; Escalate Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Sponsor Review(s), as applicable.
Monthly Activity Report	Means reporting services, which Hyland will provide, including: Summary of work and tasks completed, upcoming work, known issues or risks; Summary of outstanding Service Requests and/or Change Requests; and Other reporting details as mutually agreed upon, to provide clear communication paths and to summarize monthly activity.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions; Responding to business needs to create, modify or delete user accounts for existing security groups within the Software; Help maintain non-production environments for testing, training, and/or issue resolution; Respond to questions concerning product capabilities; Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software; Analyzing solution performance trends; and Executing solution optimization tasks.
Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Customer has access to use IMRaaS for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through IMRaaS.
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of IMRaaS, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determines is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.
Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer; not the result of Incidents and Problems; scheduled services that the Customer must request and schedule 72 hours in advance; and subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement a Response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within its production environment. If a System Outage is caused by Changes requested by Customer to the production environment, Hyland may reverse or “undo” such Changes in order to revert to the previous functionality. Customer is responsible for reporting System Outages by submitting a Technical Support Case via Hyland Community or contacting Technical Support: https://community.hyland.com/login?returnUrl=/customer-portal/wiki/hyland-support/technical-support-phone-numbers
Service Request	Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages. There are no limitations on the number of Service Requests submitted during the term. Service Desk will attempt to begin Review of Service Requests within one (1) hour of reported impact during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours.
Change Request	Request by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are categorized based on type of Change Requests. Service Desk will attempt to begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working the next business day.

Appendix 2 - Description of Add-Ons

The following Add-On Services are available, if applicable.

Add-Ons Available

On-site Discovery

Custom Script Enhancement(s) and/or Development Blocks

Additional Change Request Blocks

On-Site Discovery

Up to three (3) Hyland Resources will travel to Customer’s site to perform discovery/requirements analysis for up to three (3) days. A. Travel expenses are not included in this Schedule and will be charged separately if incurred by Hyland resources;

Custom Script Enhancement(s)/Development Requests

Customer will be entitled to a quantity of Custom Script Enhancement(s)/ Development Requests designated by Hyland for use during the Initial Term (with each quantity, as specified on the Order Form, being comprised of five requests), which will be managed in the following manner:
1. All Custom Script Enhancement(s)/Development Requests will be charged a minimum of one (1) change per request;
2. Unused Custom Script Enhancement(s)/Development Requests will not be rolled over into any subsequent period or renewal term;
3. Hyland will evaluate all Custom Script Enhancement(s)/Development Requests to determine work effort associated with the request;
  1. Hyland reserves the right to charge multiple change requests from the account balance for requests which encompass multiple component changes;
  2. Hyland reserves the right to recommend a separate Professional Services engagement for requested changes which are determined to exceed the available balance of change requests for work which are not typically addressed by the managed services delivery team (such as Software conversions);
In a single month, Customer may submit Custom Script Enhancement(s)/Development Requests that total no more than twenty-five (25) percent of the total annual Custom Script Enhancement(s)/Development request allotment;
Custom Script Enhancement(s)/Development Requests are scheduled services with mutually agreed upon timelines;
Hyland will prioritize all Custom Script Enhancement(s)/Development Requests received from the Customer and will determine the order of changes to be scheduled and completed;
Hyland will provide a monthly report of Custom Script Enhancement(s)/Development Request information that will include the following information:
1. Opening balance
2. Credits
3. Debits
4. Remaining balance
Hyland will make reasonable efforts to respond to Emergency Custom Script Enhancement(s)/Development Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Custom Script Enhancement(s)/Development Requests. Hyland reserves the right to close Custom Script Enhancement(s)/Development Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation;
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the 12-month period.

All standard rules, assumptions and exclusions apply to additional Change Requests.

Appendix 3 – Intelligent MedRecords (IMR)

Content Capture

Day-forward documents intended for classification will follow the following process:

Intelligent Medical Records requires Unity Client batch scanning;
For internal documents, it is recommended that patient label be placed on document;
For differentiation between internal and external document classification an identifier needs to be on internal documents and pages:
1. Example: Facility name;
2. All documents, both Internal and External will be routed for Document Type classification through Software’s Internal Medical Records Classification solution:
  1. The Classification Solution will evaluate the images to attempt to classify documents and assign a Document Type;
    1. Additionally, the Classification Solution will attempt to populate patient MRN and CSN by extracting the following data elements and looking for match in OnBase patient table:
      1. Patient First Name;
      2. Patient Last Name; and
      3. Patient Date of Birth.
  2. Additional patient demographic information (i.e. Patient First Name, Patient Last Name, Patient Date Of Birth, Date of Service) will be indexed to classified documents leveraging Software Autofill Keyword Sets.
  3. External Date of Service could also be attempted to be extracted from external records.

Content Management

Documents will be classified and separated through a scan queue that supports Intelligent MedRecords and Capture Process Designer.

Content Delivery

Integrated single document retrieval from document hyperlinks within the appropriate context located in the patient record in Epic using the API integration between the Software and Epic; and
Document retrieval using native client(s) of the Software.

Assumptions

Customer will have an existing integrated Software environment;
Customer will have internal resources capable of training end users on scanning and indexing within Unity Client;
Customer is responsible for configuration of scanning hardware and driver installation;
Scanners must be of high quality and allow for processing of volume batches (not flatbed scanners);
Customer and Hyland shall mutually identify the document types requiring configuration. Such configuration shall consist of:
1. Document Type Classification; and/or
2. Document Type Sub-Classification:
  1. Document Type: Consent Form; and
  2. Sub-Classification Descriptions: Procedure Consent, Blood Consents, etc.
    1. Each sub-classification should be discussed with the project team based on project plan and timeline during the discovery process;
Data extraction requires that the fields be present on the page;
Documents processed through Software must be clean and free of staples, extraneous patterns, images, or any other formatting that would interfere with reading data;
External documents for which the Patient First Name, Patient Last Name, Patient Date of Birth and Date of Service (if necessary) were not extracted will be manually indexed to an MRN or CSN for keyword indexing unless Customer has prepped the batch with a batch cover sheet containing a patient barcode or has keyword barcodes present on documents;
Customer medical records subject matter experts are required throughout the project to actively participate in the validation of classification tests and results. Subject matter experts will have the knowledge to define document classification and/or sub-classification;
Customer shall provide at least one hundred (100) samples per document class;
1. Hyland shall review provided samples for validity.
Accuracy of the Software is based on document quality, information on said document(s):
1. The amount of manual intervention or validation is unknown until testing commences; however, Hyland will work with Customer to identify and work towards the highest percentage available based on timelines and budget; and
All document capture is day-forward. No capture of previously generated documents is included in this proposal.

Exclusions

The following items are considered out of scope for this engagement:

Training of end users on scanning and indexing within the Unity Client;
Order level keyword extraction;
Concatenation or manipulation of any captured document keywords;
Correspondence and other billing/PFS documents;
Epic Integrated Scan Documents;
External system validation of values;
Attachments are not included in data extraction;
Extraction of physician name or ID for InBasket routing;
Non-English language documents;
Addresses in a format other than the United States postal format;
Training to create or modify custom reports;
Data extraction from documents does not also provide end user text searching functionality. Text searching capability would be covered in a separate statement of work using Full Text Indexing Server or similar utility;
Updates to existing Software configuration outside the scope of this project; and
Any functionality or Professional Services not mentioned in the scope above.

Intelligent Medical Records Deployment Methodology

Requirements Analysis

Included in the project cost is dedicated time for Software solution requirements analysis, documentation and review. Requirements Analysis activities include:

Requirements Capture: Hyland will collaborate with Customer’s project team to discover and define the detailed requirements of the Software solution. Discussions focus on the requirements to meet Customer’s business objectives, including any integration(s) that may be in scope for the project:
1. Customer project team may consist of subject matter experts from the business areas and technical experts from IT, interfaces and applications: and
2. Agenda will reflect a single collaborative session per project area. For example, where the same department is repeated across multiple entities, representatives of each entity should attend requirements gathering sessions.
Requirements Documentation: Hyland will create a mapping document to map customer OnBase document types to Brainware document types;
Requirements Review: Hyland reviews the Requirement Document with Customer’s project team to validate the Software solution requirements. Modifications to the document are made as necessary and a finalized Requirements Document is delivered to Customer’s project team for final approval;
Changes to the Software solution and requirements that are not in scope as defined in this Services Proposal will be handled via Change Order; and
Project Schedule: Hyland will update the Preliminary Project Schedule to reflect a more detailed schedule based upon the Requirements Documentation.

Solution Build

Included in the project cost is dedicated time to build the Software solution. Solution build activities include:

Solution Design: Hyland will design the solution based on the agreed upon Requirements Document;
Solution Installation and Configuration: Hyland will install and configure the complete Software solution to fulfill the documented requirements captured in the Requirements Document. Implementation accounts for up to three (3) environments: Production (PROD), and two (2) Non-Production User Test (“UT”) Lite environments, and
Impacts to the scope as captured in the Requirements Document or design may result in a Change Order.

Testing

Included in the project scope is dedicated time for solution testing activities. Testing activities include:

Unit Testing: Hyland will validate that the solution conforms to the approved Requirements Document. Upon completion of unit testing and incorporation of any changes to the solution, Hyland will inform the Customer unit testing is complete; and
Customer Testing Support: Hyland will support the Customer’s testing of the configured solution. Customer-created business test cases are used by Customer’s resources to test the Solution. Customer should prepare for these activities by defining test plans and scripts early in the project process. Hyland will make any required changes to the Software configuration to fulfill any items that are prohibiting the Solution from functioning in accordance with the Requirements Document. Requested changes, which are not documented in the Requirements Document, may result in a Change Order.

Go-Live Support

Included in the project scope is dedicated time for up to two (2) go-live activities: One (1) pilot group and one (1) enterprise go-live. Go-live activities include:

Hyland will provide support to Customer during initial production usage of the Solution to address issues and answer questions from the Customer;
Hyland project team remote go-live support:
1. Hyland estimates the project team to provide one (1) week of remote go-live support per go-live; and
2. Unless explicitly stated, go-live support is provided remotely, during normal business hours for consecutive days (Monday – Friday, 8am – 5pm, Customer local time).
The estimated go-live support is included in the Cost estimate amount and is not a separate charge. If requested, a Change Order to this Services Proposal may be issued following the Project Change Control Process to adjust go-live support duration and business hours; and
Hyland will maintain optimization support for all in scope document types and descriptions for up to three (3) weeks after the final go-live; and
Enterprise go-live must occur within ninety (90) days of pilot go-live.

***End of Document***

Effective February 24th 2023 to June 5th 2023

Download

Intelligent Medical Records as a Service (IMRaaS) Schedule

Intelligent Medical Records as a Service; Add-On Services

IMRaaS shall be limited to the existing Software solution(s) deployed on the following Hyland Software products: OnBase Workflow and Brainware;
IMRaaS supports one (1) production and two (2) non-production environments. Hyland’s involvement may range owning specific tasks to consultation only;
All services will be performed remotely; provided, that if discovery services are purchased as an add-on service (see Appendix 2 for description), such services will be performed at Customer’s site for up to three (3) days, with the remainder of the work being performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Services are described in Appendix 2. Customer may purchase Add-On Services by designating on the Order Form those Add-On services it requires.

Services Description

“IMRaaS” means the Professional Services described in the table below. Descriptions of such services are provided in Appendix 1 and Appendix 3 below.

Services	IMRaaS
IMR Solution (Appendix 3)	Included
Defined Service Level Objectives (SLOs)	Included
Service Desk	Designated
Service Delivery Manager	Designated
Monthly Activity Report	Included
Administration	Included
Configuration Management Database	Included
Solution Design Documentation	Included
Quarterly Sponsor Review	Included
Long-Term Release Management	Included
Incident	Review Response Resolution
Change	Review Response Resolution
Release	Review Response Resolution
Problem	Review Response Resolution

Assumptions

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Customer is aware that IMRaaS is intended to assist with specific requests for assistance, and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing. Requests for Professional Services that do not constitute IMRaaS shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below; and
Customer understands IMRaaS is intended to supplement Customer’s needs beyond standard technical support.

Exclusions

The following items are not covered under IMRaaS:

Consultation, expertise and/or support of third party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to by Hyland.
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development, unless Customer has purchased the Custom Scripting Enhancement/Development Add-On;
Direct database modifications; and
Full project management and delivery utilizing Hyland’s formal project methodology in any form.

Initiating Service Requests and Change Requests

Customers shall communicate Service Requests and/or Change Requests to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal;
Unless explicitly identified, all Service Requests and Change Requests must be reported directly to the Service Desk and cannot be communicated through any indirect means. Any indirect communicated Service Requests and Change Requests are not subject to the obligations as defined in the Service Level Objectives;
Customer is responsible for proposing Issue severity level classification upon submission, which may be modified by Hyland after review;
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Hyland will determine whether the request submitted constitutes a Service Request or a Change Request. If the request is determined to be a Change Request, then Hyland will provide the services described below under the section titled “Change Requests” below.
Resolution for Service Requests and Change Requests are as follows:
1. Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request;
2. Any Change Request for off-hours maintenance windows, extended involvement such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.

Change Requests

Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change, or consultation services only. Customer’s ability to receive consultation services related to a Change Request shall not be restricted; however, Customer will be limited to fifty (50) elective service engagements in response to Change Requests per twelve (12) month period, to be managed in the following manner:
1. Customer will receive an “account balance” of fifty (50) elective service engagements. All Change Requests for which active services are requested will be charged a minimum of one (1) active service engagement;
  1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland;
  2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes (and will advise Customer of the number of elective service engagements to be charged, if applicable);
  3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iii) below, Hyland will perform the work required to address the Change Request. If Customer’s elective service engagement balance is insufficient, Hyland will perform only consultation services relating to the Change Request (subject to Customer’s election to purchase additional Change Requests);
  4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the managed services delivery team (such as Software conversions or implementations);
Unused elective service engagements will not be rolled over into any subsequent period or renewal term
In a single month, Customer may request active services relating to Change Requests that total no more than twenty-five (25) percent of the total annual elective service engagement allotment;
Elective service engagements are scheduled services subject to mutually agreed upon timelines;
Hyland will prioritize all elective service engagements received from the Customer and will determine the order of changes to be scheduled and completed;
Hyland will provide a monthly report of elective service engagement information that will include the following information:
1. Opening balance
2. Credits
3. Debits
4. Remaining balance
Hyland will make reasonable efforts to respond to emergency Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Requests. Hyland reserves the right to close Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Service Level Objectives (SLO)

Characteristic	Definition	Service Level Objective (SLO)
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within their production environment.	Additional Description	Customer is responsible to submit a Technical Support Case via Hyland Community or contacting Technical Support: https://community.hyland.com/customer-portal/wiki/hyland-support/technical-support-phone-numbers
System Outage		Service Level Credit	Not applicable
Service Request	Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages. Service Desk will begin Review of Service Requests within one (1) hour of reported impact during Standard Business Hours. If reported off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours. There are no limitations on the number of Service Requests submitted during the Term.	Measurement Window	One (1) Month
		Expected Service Level	Less than one (1) cumulative miss (Review) in each measurement window
		Minimum Service Level	Less than five (5) cumulative misses (Review) in each measurement window
		Calculation	The actual number of Service Requests that have a Review time greater than one (1) hour in each calendar month.
		Additional Description	Service Requests, as recorded by Hyland, are used to determine the number of Service Requests responded to.
		Service Level Credit	Seven (7) percent of monthly contract value.

Change Request	Request by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are categorized based on type of Change Requests. Service Desk will begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours If reported off-hours, the Service Desk will begin actively working the next business day.	Measurement Window	One (1) Month
		Expected Service Level	Less than one (1) cumulative miss (Review) in each measurement window
		Minimum Service Level	Three (3) cumulative misses (Review) in each measurement window
		Calculation	The actual number of Change Requests that have a Review time greater than one (1) business day, during normal business hours in each calendar month.
		Additional Description	Change Requests as recorded by Hyland are used to determine the number of changes in each calendar month. Requests created missing pertinent information to complete the change will be closed or excluded from the calculation.
		Service Level Credit	Five (5) percent of monthly contract value.

Enforcement of SLOs will begin ninety (90) days from the Subscription Start Date as indicated on the Order Form;
Hyland will measure and report performance of the SLOs and Hyland’s performance against SLOs on a monthly basis;
Customer acknowledges and agrees that Service Level Credits shall be deemed the sole and exclusive remedy for Customer in connection with failure to meet any Service Level, and that Service Level Credits shall not be deemed to be payment for any damages or loss; rather they shall be used solely as credits to offset fees due to Hyland;
Service Level Credits will be paid as a credit against Hyland’s then current invoice to Customer during the next billing cycle after which the associated Service Level failure occurred;
Service Level Credits may not be combined with any potential future Service Level Credits;
Service Level Credits cannot be carried forward into renewal terms;
Customer must notify Hyland in writing within thirty (30) days following the end of the month during which the services were provided stating the amount of service fees Customer has requested to be credited;
Any credit paid by Hyland to Customer (up to the limits stated above) applies only to the next billing cycle and will constitute Customer’s sole and exclusive remedy;
Any Service Level failure due to any of the exclusions listed below shall not be included in the measurement of Hyland’s performance against the applicable Service Level:
1. Scheduled maintenance windows, critical maintenance and customer requested maintenance downtime for the impacted services; and
2. Any event outside of Hyland’s control, including but not limited to the following events:
  1. Emergency maintenance activities approved by Customer;
  2. Work performed specifically at Customer’s request and direction which directly impacts the availability of the Service;
  3. Problems with Customer’s infrastructure, applications, and/or data either provided by the Customer or provided by the Customer’s vendors; and
  4. Lack of availability or untimely response time of Customer to respond or assist to incidents that require its participation for source identification and/or resolution, including meeting Customer’s responsibilities for any prerequisite services or failure of Customer to provide appropriate maintenance on components.

Customer Obligations

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal;
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution; and
Customer is specifically prohibited from assigning or using any Resource in a manner which violates the terms of Customer’s license to Software.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination
The Initial Term of this Managed Services Schedule is defined in the Order Form.

At least forty-five (45) days prior to the expiration of the Initial Term (or applicable Renewal Term), Hyland will provide an invoice setting forth the fees applicable to the Renewal Term. Such invoice shall be due and payable on or before the first day of the Renewal Term. Hyland may not increase the fees for any Renewal Term in an amount by more than ten (10) percent of the fees payable with respect to the then expiring term.

Appendix 1 – IMRaaS Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its direction provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of IMRaaS. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s managed services environments; Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently; Escalate Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Business Review(s), as applicable.
Monthly Activity Report	Means reporting services, which Hyland will provide, including: Summary of work and tasks completed, upcoming work, known issues or risks; Summary of outstanding Service Requests and/or Change Requests; and Other reporting details as requested, to provide clear communication paths and to summarize monthly activity.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions; Responding to business needs to create, modify or delete user accounts for existing security groups within the Software; Help maintain non-production environments for testing, training, and/or issue resolution; Respond to questions concerning product capabilities; Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software; Analyzing solution performance trends; and Executing solution optimization tasks.

Services	Description
Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Within Managed Services, Customer has access to use IMRaaS for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through IMRaaS.
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of IMRaaS, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determines is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.

Services	Description
Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer; not the result of Incidents and Problems; scheduled services that the Customer must request and schedule 72 hours in advance; and subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement said response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.

Appendix 2 - Description of Add-Ons

The following Add-On Services are available, if applicable.

Add-Ons Available

On-site Discovery

Custom Script Enhancement(s) and/or Development Blocks

Additional Change Request Blocks

On-Site Discovery

Custom Script Enhancement(s)/Development Requests

Customer will be entitled to a quantity of Custom Script Enhancement(s)/ Development Requests designated by Hyland for use during the Initial Term (with each quantity, as specified on the Order Form, being comprised of five requests), which will be managed in the following manner:
1. All Custom Script Enhancement(s)/Development Requests will be charged a minimum of one (1) change per request;
2. Unused Custom Script Enhancement(s)/Development Requests will not be rolled over into any subsequent period or renewal term;
3. Hyland will evaluate all Custom Script Enhancement(s)/Development Requests to determine work effort associated with the request;
  1. Hyland reserves the right to charge multiple change requests from the account balance for requests which encompass multiple component changes;
  2. Hyland reserves the right to recommend a separate Professional Services engagement for requested changes which are determined to exceed the available balance of change requests for work which are not typically addressed by the managed services delivery team (such as Software conversions);
In a single month, Customer may submit Custom Script Enhancement(s)/Development Requests that total no more than twenty-five (25) percent of the total annual Custom Script Enhancement(s)/Development request allotment;
Custom Script Enhancement(s)/Development Requests are scheduled services with mutually agreed upon timelines;
Hyland will prioritize all Custom Script Enhancement(s)/Development Requests received from the Customer and will determine the order of changes to be scheduled and completed;
Hyland will provide a monthly report of Custom Script Enhancement(s)/Development Request information that will include the following information:
1. Opening balance
2. Credits
3. Debits
4. Remaining balance
Hyland will make reasonable efforts to respond to Emergency Custom Script Enhancement(s)/Development Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Custom Script Enhancement(s)/Development Requests. Hyland reserves the right to close Custom Script Enhancement(s)/Development Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation;
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the 12-month period.

All standard rules, assumptions and exclusions apply to additional Change Requests.

Appendix 3 – Intelligent MedRecords (IMR)

Content Capture

Day-forward documents intended for classification will follow the following process:

Intelligent Medical Records requires Unity Client batch scanning;
For internal documents, it is recommended that patient label be placed on document;
For differentiation between internal and external document classification an identifier needs to be on internal documents and pages:
1. Example: Facility name;
2. All documents, both Internal and External will be routed for Document Type classification through Software’s Internal Medical Records Classification solution:
  1. The Classification Solution will evaluate the images to attempt to classify documents and assign a Document Type;
    1. Additionally, the Classification Solution will attempt to populate patient MRN and CSN by extracting the following data elements and looking for match in OnBase patient table:
      1. Patient First Name;
      2. Patient Last Name;
      3. Patient Date of Birth
  2. Additional patient demographic information (i.e. Patient First Name, Patient Last Name, Patient Date Of Birth, Date of Service) will be indexed to classified documents leveraging Software Autofill Keyword Sets.
  3. External Date of Service could also be attempted to be extracted from external records.

Content Management

Documents will be classified and separated through a scan queue that supports Intelligent MedRecords and Capture Process Designer.

Content Delivery

Integrated single document retrieval from document hyperlinks within the appropriate context located in the patient record in Epic using the API integration between the Software and Epic; and
Document retrieval using native client(s) of the Software.

Assumptions

Customer will have an existing integrated Software environment;
Customer will have internal resources capable of training end users on scanning and indexing within Unity Client;
Customer is responsible for configuration of scanning hardware and driver installation;
Scanners must be of high quality and allow for processing of volume batches (not flatbed scanners);
Customer and Hyland shall mutually identify the document types requiring configuration. Such configuration shall consist of:
1. Document Type Classification; and/or
2. Document Type Sub-Classification:
  1. Document Type: Consent Form; and
  2. Sub-Classification Descriptions: Procedure Consent, Blood Consents, etc.
    1. Each sub-classification should be discussed with the project team based on project plan and timeline during the discovery process;
Data extraction requires that the fields be present on the page;
Documents processed through Software must be clean and free of staples, extraneous patterns, images, or any other formatting that would interfere with reading data
External documents for which the Patient First Name, Patient Last Name, Patient Date of Birth and Date of Service (if necessary) were not extracted will be manually indexed to an MRN or CSN for keyword indexing unless Customer has prepped the batch with a batch cover sheet containing a patient barcode or has keyword barcodes present on documents;
Customer medical records subject matter experts are required throughout the project to actively participate in the validation of classification tests and results. Subject matter experts will have the knowledge to define document classification and/or sub-classification;
Customer shall provide at least one hundred (100) samples per document class;
1. Hyland shall review provided samples for validity.
Accuracy of the Software is based on document quality, information on said document(s):
1. The amount of manual intervention or validation is unknown until testing commences; however, Hyland will work with Customer to identify and work towards the highest percentage available based on timelines and budget; and
All document capture is day-forward. No capture of previously generated documents is included in this proposal.

Exclusions

The following items are considered out of scope for this engagement:

Training of end users on scanning and indexing within the Unity Client;
Order level keyword extraction;
Concatenation or manipulation of any captured document keywords;
Correspondence and other billing/PFS documents;
Epic Integrated Scan Documents;
External system validation of values;
Attachments are not included in data extraction;
Extraction of physician name or ID for InBasket routing;
Non-English language documents;
Addresses in a format other than the United States postal format;
Training to create or modify custom reports;
Data extraction from documents does not also provide end user text searching functionality. Text searching capability would be covered in a separate statement of work using Full Text Indexing Server or similar utility;
Updates to existing Software configuration outside the scope of this project; and
Any functionality or Professional Services not mentioned in the scope above.

Intelligent Medical Records Deployment Methodology

Requirements Analysis

Included in the project cost is dedicated time for Software solution requirements analysis, documentation and review. Requirements Analysis activities include:

Requirements Capture: Hyland will collaborate with Customer’s project team to discover and define the detailed requirements of the Software solution. Discussions focus on the requirements to meet Customer’s business objectives, including any integration(s) that may be in scope for the project:
1. Customer project team may consist of subject matter experts from the business areas and technical experts from IT, interfaces and applications: and
2. Agenda will reflect a single collaborative session per project area. For example, where the same department is repeated across multiple entities, representatives of each entity should attend requirements gathering sessions.
Requirements Documentation: Hyland will create a mapping document to map customer OnBase document types to Brainware document types;
Requirements Review: Hyland reviews the Requirement Document with Customer’s project team to validate the Software solution requirements. Modifications to the document are made as necessary and a finalized Requirements Document is delivered to Customer’s project team for final approval;
Changes to the Software solution and requirements that are not in scope as defined in this Services Proposal will be handled via Change Order; and
Project Schedule: Hyland will update the Preliminary Project Schedule to reflect a more detailed schedule based upon the Requirements Documentation.

Solution Build

Included in the project cost is dedicated time to build the Software solution. Solution build activities include:

Solution Design: Hyland will design the solution based on the agreed upon Requirements Document;
Solution Installation and Configuration: Hyland will install and configure the complete Software solution to fulfill the documented requirements captured in the Requirements Document. Implementation accounts for up to three (3) environments: Production (PROD), and two (2) Non-Production User Test (“UT”) Lite environments, and
Impacts to the scope as captured in the Requirements Document or design may result in a Change Order.

Testing

Included in the project scope is dedicated time for solution testing activities. Testing activities include:

Unit Testing: Hyland will validate that the solution conforms to the approved Requirements Document. Upon completion of unit testing and incorporation of any changes to the solution, Hyland will inform the Customer unit testing is complete; and
Customer Testing Support: Hyland will support the Customer’s testing of the configured solution. Customer-created business test cases are used by Customer’s resources to test the Solution. Customer should prepare for these activities by defining test plans and scripts early in the project process. Hyland will make any required changes to the Software configuration to fulfill any items that are prohibiting the Solution from functioning in accordance with the Requirements Document. Requested changes, which are not documented in the Requirements Document, may result in a Change Order.

Go-Live Support

Included in the project scope is dedicated time for up to two (2) go-live activities: One (1) pilot group and one (1) enterprise go-live. Go-live activities include:

Hyland will provide support to Customer during initial production usage of the Solution to address issues and answer questions from the Customer;
Hyland project team remote go-live support:
1. Hyland estimates the project team to provide one (1) week of remote go-live support per go-live; and
2. Unless explicitly stated, go-live support is provided remotely, during normal business hours for consecutive days (Monday – Friday, 8am – 5pm, Customer local time).
The estimated go-live support is included in the Cost estimate amount and is not a separate charge. If requested, a Change Order to this Services Proposal may be issued following the Project Change Control Process to adjust go-live support duration and business hours; and
Hyland will maintain optimization support for all in scope document types and descriptions for up to three (3) weeks after the final go-live; and
Enterprise go-live must occur within ninety (90) days of pilot go-live.

***End of Document***

Effective December 8th 2022 to February 24th 2023

Download

Intelligent Medical Records as a Service (IMRaaS) Schedule

Intelligent Medical Records as a Service; Add-On Services

IMRaaS shall be limited to the existing Software solution(s) deployed on the following Hyland Software products: OnBase Workflow and Brainware;
IMRaaS supports one (1) production and two (2) non-production environments. Hyland’s involvement may range owning specific tasks to consultation only;
All services will be performed remotely; provided, that if discovery services are purchased as an add-on service (see Appendix 2 for description), such services will be performed at Customer’s site for up to three (3) days, with the remainder of the work being performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Services are described in Appendix 2. Customer may purchase Add-On Services by designating on the Order Form those Add-On services it requires.

Services Description

“IMRaaS” means the Professional Services described in the table below. Descriptions of such services are provided in Appendix 1 and Appendix 3 below.

Services	IMRaaS
IMR Solution (Appendix 3)	Included
Defined Service Level Objectives (SLOs)	Included
Service Desk	Designated
Service Delivery Manager	Designated
Monthly Activity Report	Included
Administration	Included
Configuration Management Database	Included
Solution Design Documentation	Included
Quarterly Sponsor Review	Included
Long-Term Release Management	Included
Incident	Review Response Resolution
Change	Review Response Resolution
Release	Review Response Resolution
Problem	Review Response Resolution

Assumptions

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Customer is aware that IMRaaS is intended to assist with specific requests for assistance, and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing. Requests for Professional Services that do not constitute IMRaaS shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below; and
Customer understands IMRaaS is intended to supplement Customer’s needs beyond standard technical support.

Exclusions

The following items are not covered under IMRaaS:

Consultation, expertise and/or support of third party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to by Hyland.
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development, unless Customer has purchased the Custom Scripting Enhancement/Development Add-On;
Direct database modifications; and
Full project management and delivery utilizing Hyland’s formal project methodology in any form.

Initiating Service Requests and Change Requests

Customers shall communicate Service Requests and/or Change Requests to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal;
Unless explicitly identified, all Service Requests and Change Requests must be reported directly to the Service Desk and cannot be communicated through any indirect means. Any indirect communicated Service Requests and Change Requests are not subject to the obligations as defined in the Service Level Objectives;
Customer is responsible for proposing Issue severity level classification upon submission, which may be modified by Hyland after review;
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Hyland will determine whether the request submitted constitutes a Service Request or a Change Request. If the request is determined to be a Change Request, then Hyland will provide the services described below under the section titled “Change Requests” below.
Resolution for Service Requests and Change Requests are as follows:
1. Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request;
2. Any Change Request for off-hours maintenance windows, extended involvement such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.

Change Requests

Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change, or consultation services only. Customer’s ability to receive consultation services related to a Change Request shall not be restricted; however, Customer will be limited to fifty (50) elective service engagements in response to Change Requests per twelve (12) month period, to be managed in the following manner:
1. Customer will receive an “account balance” of fifty (50) elective service engagements. All Change Requests for which active services are requested will be charged a minimum of one (1) active service engagement;
  1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland;
  2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes (and will advise Customer of the number of elective service engagements to be charged, if applicable);
  3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iii) below, Hyland will perform the work required to address the Change Request. If Customer’s elective service engagement balance is insufficient, Hyland will perform only consultation services relating to the Change Request (subject to Customer’s election to purchase additional Change Requests);
  4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the managed services delivery team (such as Software conversions or implementations);
Unused elective service engagements will not be rolled over into any subsequent period or renewal term
In a single month, Customer may request active services relating to Change Requests that total no more than twenty-five (25) percent of the total annual elective service engagement allotment;
Elective service engagements are scheduled services subject to mutually agreed upon timelines;
Hyland will prioritize all elective service engagements received from the Customer and will determine the order of changes to be scheduled and completed;
Hyland will provide a monthly report of elective service engagement information that will include the following information:
1. Opening balance
2. Credits
3. Debits
4. Remaining balance
Hyland will make reasonable efforts to respond to emergency Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Requests. Hyland reserves the right to close Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Service Level Objectives (SLO)

Characteristic	Definition	Service Level Objective (SLO)
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within their production environment.	Additional Description	Customer is responsible to submit a Technical Support Case via Hyland Community or contacting Technical Support: https://community.hyland.com/customer-portal/wiki/hyland-support/technical-support-phone-numbers
System Outage		Service Level Credit	Not applicable
Service Request	Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages. Service Desk will begin Review of Service Requests within one (1) hour of reported impact during Standard Business Hours. If reported off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours. There are no limitations on the number of Service Requests submitted during the Term.	Measurement Window	One (1) Month
		Expected Service Level	Less than one (1) cumulative miss (Review) in each measurement window
		Minimum Service Level	Less than five (5) cumulative misses (Review) in each measurement window
		Calculation	The actual number of Service Requests that have a Review time greater than one (1) hour in each calendar month.
		Additional Description	Service Requests, as recorded by Hyland, are used to determine the number of Service Requests responded to.
		Service Level Credit	Seven (7) percent of monthly contract value.

Change Request	Request by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are categorized based on type of Change Requests. Service Desk will begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours If reported off-hours, the Service Desk will begin actively working the next business day.	Measurement Window	One (1) Month
		Expected Service Level	Less than one (1) cumulative miss (Review) in each measurement window
		Minimum Service Level	Three (3) cumulative misses (Review) in each measurement window
		Calculation	The actual number of Change Requests that have a Review time greater than one (1) business day, during normal business hours in each calendar month.
		Additional Description	Change Requests as recorded by Hyland are used to determine the number of changes in each calendar month. Requests created missing pertinent information to complete the change will be closed or excluded from the calculation.
		Service Level Credit	Five (5) percent of monthly contract value.

Enforcement of SLOs will begin ninety (90) days from the Subscription Start Date as indicated on the Order Form;
Hyland will measure and report performance of the SLOs and Hyland’s performance against SLOs on a monthly basis;
Customer acknowledges and agrees that Service Level Credits shall be deemed the sole and exclusive remedy for Customer in connection with failure to meet any Service Level, and that Service Level Credits shall not be deemed to be payment for any damages or loss; rather they shall be used solely as credits to offset fees due to Hyland;
Service Level Credits will be paid as a credit against Hyland’s then current invoice to Customer during the next billing cycle after which the associated Service Level failure occurred;
Service Level Credits may not be combined with any potential future Service Level Credits;
Service Level Credits cannot be carried forward into renewal terms;
Customer must notify Hyland in writing within thirty (30) days following the end of the month during which the services were provided stating the amount of service fees Customer has requested to be credited;
Any credit paid by Hyland to Customer (up to the limits stated above) applies only to the next billing cycle and will constitute Customer’s sole and exclusive remedy;
Any Service Level failure due to any of the exclusions listed below shall not be included in the measurement of Hyland’s performance against the applicable Service Level:
1. Scheduled maintenance windows, critical maintenance and customer requested maintenance downtime for the impacted services; and
2. Any event outside of Hyland’s control, including but not limited to the following events:
  1. Emergency maintenance activities approved by Customer;
  2. Work performed specifically at Customer’s request and direction which directly impacts the availability of the Service;
  3. Problems with Customer’s infrastructure, applications, and/or data either provided by the Customer or provided by the Customer’s vendors; and
  4. Lack of availability or untimely response time of Customer to respond or assist to incidents that require its participation for source identification and/or resolution, including meeting Customer’s responsibilities for any prerequisite services or failure of Customer to provide appropriate maintenance on components.

Customer Obligations

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal;
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution; and
Customer is specifically prohibited from assigning or using any Resource in a manner which violates the terms of Customer’s license to Software.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination

The Initial Term of this IMRaaS Schedule shall begin on the Subscription Start Date set forth in the Order Form and continue through the Subscription End Date set forth on the Order Form.

Notwithstanding anything to the contrary in the Underlying Agreement (as defined in the Order Form, if applicable), Schedule 1 or otherwise, Customer may not terminate IMRaaS for convenience. All prepaid fees are non-refundable.

Appendix 1 – IMRaaS Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its direction provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of IMRaaS. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s managed services environments; Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently; Escalate Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Business Review(s), as applicable.
Monthly Activity Report	Means reporting services, which Hyland will provide, including: Summary of work and tasks completed, upcoming work, known issues or risks; Summary of outstanding Service Requests and/or Change Requests; and Other reporting details as requested, to provide clear communication paths and to summarize monthly activity.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions; Responding to business needs to create, modify or delete user accounts for existing security groups within the Software; Help maintain non-production environments for testing, training, and/or issue resolution; Respond to questions concerning product capabilities; Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software; Analyzing solution performance trends; and Executing solution optimization tasks.

Services	Description
Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Within Managed Services, Customer has access to use IMRaaS for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through IMRaaS.
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of IMRaaS, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determines is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.

Services	Description
Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer; not the result of Incidents and Problems; scheduled services that the Customer must request and schedule 72 hours in advance; and subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement said response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.

Appendix 2 - Description of Add-Ons

The following Add-On Services are available, if applicable.

Add-Ons Available

On-site Discovery

Custom Script Enhancement(s) and/or Development Blocks

Additional Change Request Blocks

On-Site Discovery

Custom Script Enhancement(s)/Development Requests

Customer will be entitled to a quantity of Custom Script Enhancement(s)/ Development Requests designated by Hyland for use during the Initial Term (with each quantity, as specified on the Order Form, being comprised of five requests), which will be managed in the following manner:
1. All Custom Script Enhancement(s)/Development Requests will be charged a minimum of one (1) change per request;
2. Unused Custom Script Enhancement(s)/Development Requests will not be rolled over into any subsequent period or renewal term;
3. Hyland will evaluate all Custom Script Enhancement(s)/Development Requests to determine work effort associated with the request;
  1. Hyland reserves the right to charge multiple change requests from the account balance for requests which encompass multiple component changes;
  2. Hyland reserves the right to recommend a separate Professional Services engagement for requested changes which are determined to exceed the available balance of change requests for work which are not typically addressed by the managed services delivery team (such as Software conversions);
In a single month, Customer may submit Custom Script Enhancement(s)/Development Requests that total no more than twenty-five (25) percent of the total annual Custom Script Enhancement(s)/Development request allotment;
Custom Script Enhancement(s)/Development Requests are scheduled services with mutually agreed upon timelines;
Hyland will prioritize all Custom Script Enhancement(s)/Development Requests received from the Customer and will determine the order of changes to be scheduled and completed;
Hyland will provide a monthly report of Custom Script Enhancement(s)/Development Request information that will include the following information:
1. Opening balance
2. Credits
3. Debits
4. Remaining balance
Hyland will make reasonable efforts to respond to Emergency Custom Script Enhancement(s)/Development Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Custom Script Enhancement(s)/Development Requests. Hyland reserves the right to close Custom Script Enhancement(s)/Development Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation;
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the 12-month period.

All standard rules, assumptions and exclusions apply to additional Change Requests.

Appendix 3 – Intelligent MedRecords (IMR)

Content Capture

Day-forward documents intended for classification will follow the following process:

Intelligent Medical Records requires Unity Client batch scanning;
For internal documents, it is recommended that patient label be placed on document;
For differentiation between internal and external document classification an identifier needs to be on internal documents and pages:
1. Example: Facility name;
2. All documents, both Internal and External will be routed for Document Type classification through Software’s Internal Medical Records Classification solution:
  1. The Classification Solution will evaluate the images to attempt to classify documents and assign a Document Type;
    1. Additionally, the Classification Solution will attempt to populate patient MRN and CSN by extracting the following data elements and looking for match in OnBase patient table:
      1. Patient First Name;
      2. Patient Last Name;
      3. Patient Date of Birth
  2. Additional patient demographic information (i.e. Patient First Name, Patient Last Name, Patient Date Of Birth, Date of Service) will be indexed to classified documents leveraging Software Autofill Keyword Sets.
  3. External Date of Service could also be attempted to be extracted from external records.

Content Management

Documents will be classified and separated through a scan queue that supports Intelligent MedRecords and Capture Process Designer.

Content Delivery

Integrated single document retrieval from document hyperlinks within the appropriate context located in the patient record in Epic using the API integration between the Software and Epic; and
Document retrieval using native client(s) of the Software.

Assumptions

Customer will have an existing integrated Software environment;
Customer will have internal resources capable of training end users on scanning and indexing within Unity Client;
Customer is responsible for configuration of scanning hardware and driver installation;
Scanners must be of high quality and allow for processing of volume batches (not flatbed scanners);
Customer and Hyland shall mutually identify the document types requiring configuration. Such configuration shall consist of:
1. Document Type Classification; and/or
2. Document Type Sub-Classification:
  1. Document Type: Consent Form; and
  2. Sub-Classification Descriptions: Procedure Consent, Blood Consents, etc.
    1. Each sub-classification should be discussed with the project team based on project plan and timeline during the discovery process;
Data extraction requires that the fields be present on the page;
Documents processed through Software must be clean and free of staples, extraneous patterns, images, or any other formatting that would interfere with reading data
External documents for which the Patient First Name, Patient Last Name, Patient Date of Birth and Date of Service (if necessary) were not extracted will be manually indexed to an MRN or CSN for keyword indexing unless Customer has prepped the batch with a batch cover sheet containing a patient barcode or has keyword barcodes present on documents;
Customer medical records subject matter experts are required throughout the project to actively participate in the validation of classification tests and results. Subject matter experts will have the knowledge to define document classification and/or sub-classification;
Customer shall provide at least one hundred (100) samples per document class;
1. Hyland shall review provided samples for validity.
Accuracy of the Software is based on document quality, information on said document(s):
1. The amount of manual intervention or validation is unknown until testing commences; however, Hyland will work with Customer to identify and work towards the highest percentage available based on timelines and budget; and
All document capture is day-forward. No capture of previously generated documents is included in this proposal.

Exclusions

The following items are considered out of scope for this engagement:

Training of end users on scanning and indexing within the Unity Client;
Order level keyword extraction;
Concatenation or manipulation of any captured document keywords;
Correspondence and other billing/PFS documents;
Epic Integrated Scan Documents;
External system validation of values;
Attachments are not included in data extraction;
Extraction of physician name or ID for InBasket routing;
Non-English language documents;
Addresses in a format other than the United States postal format;
Training to create or modify custom reports;
Data extraction from documents does not also provide end user text searching functionality. Text searching capability would be covered in a separate statement of work using Full Text Indexing Server or similar utility;
Updates to existing Software configuration outside the scope of this project; and
Any functionality or Professional Services not mentioned in the scope above.

Intelligent Medical Records Deployment Methodology

Requirements Analysis

Included in the project cost is dedicated time for Software solution requirements analysis, documentation and review. Requirements Analysis activities include:

Requirements Capture: Hyland will collaborate with Customer’s project team to discover and define the detailed requirements of the Software solution. Discussions focus on the requirements to meet Customer’s business objectives, including any integration(s) that may be in scope for the project:
1. Customer project team may consist of subject matter experts from the business areas and technical experts from IT, interfaces and applications: and
2. Agenda will reflect a single collaborative session per project area. For example, where the same department is repeated across multiple entities, representatives of each entity should attend requirements gathering sessions.
Requirements Documentation: Hyland will create a mapping document to map customer OnBase document types to Brainware document types;
Requirements Review: Hyland reviews the Requirement Document with Customer’s project team to validate the Software solution requirements. Modifications to the document are made as necessary and a finalized Requirements Document is delivered to Customer’s project team for final approval;
Changes to the Software solution and requirements that are not in scope as defined in this Services Proposal will be handled via Change Order; and
Project Schedule: Hyland will update the Preliminary Project Schedule to reflect a more detailed schedule based upon the Requirements Documentation.

Solution Build

Included in the project cost is dedicated time to build the Software solution. Solution build activities include:

Solution Design: Hyland will design the solution based on the agreed upon Requirements Document;
Solution Installation and Configuration: Hyland will install and configure the complete Software solution to fulfill the documented requirements captured in the Requirements Document. Implementation accounts for up to three (3) environments: Production (PROD), and two (2) Non-Production User Test (“UT”) Lite environments, and
Impacts to the scope as captured in the Requirements Document or design may result in a Change Order.

Testing

Included in the project scope is dedicated time for solution testing activities. Testing activities include:

Unit Testing: Hyland will validate that the solution conforms to the approved Requirements Document. Upon completion of unit testing and incorporation of any changes to the solution, Hyland will inform the Customer unit testing is complete; and
Customer Testing Support: Hyland will support the Customer’s testing of the configured solution. Customer-created business test cases are used by Customer’s resources to test the Solution. Customer should prepare for these activities by defining test plans and scripts early in the project process. Hyland will make any required changes to the Software configuration to fulfill any items that are prohibiting the Solution from functioning in accordance with the Requirements Document. Requested changes, which are not documented in the Requirements Document, may result in a Change Order.

Go-Live Support

Included in the project scope is dedicated time for up to two (2) go-live activities: One (1) pilot group and one (1) enterprise go-live. Go-live activities include:

Hyland will provide support to Customer during initial production usage of the Solution to address issues and answer questions from the Customer;
Hyland project team remote go-live support:
1. Hyland estimates the project team to provide one (1) week of remote go-live support per go-live; and
2. Unless explicitly stated, go-live support is provided remotely, during normal business hours for consecutive days (Monday – Friday, 8am – 5pm, Customer local time).
The estimated go-live support is included in the Cost estimate amount and is not a separate charge. If requested, a Change Order to this Services Proposal may be issued following the Project Change Control Process to adjust go-live support duration and business hours; and
Hyland will maintain optimization support for all in scope document types and descriptions for up to three (3) weeks after the final go-live; and
Enterprise go-live must occur within ninety (90) days of pilot go-live.

***End of Document***

Success Paths

Version

Effective December 12th 2023

Download

Success Paths Services Schedule

Premier and Signature Levels

Hyland will provide Success Paths Services (as defined below) to Customer during an “Initial Term” as defined in the Order Form. As used herein, “Success Paths Services” shall mean the services described under the heading in the service offering table below (Premier or Signature) that corresponds to the service type selected by Customer and set forth on the Order Form. Success Paths Services are provided as follows:

Success Paths Services shall be specific to Customer’s existing Software solution(s);
Success Paths Services will support the number of products and environments noted on the Order Form. Hyland’s involvement may range from owning specific tasks to consultation only;
All services will be performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Service Level Offerings

Please reference the Order Form for a description of the service type selected. Descriptions of the Professional Services included under each type referenced below are provided in Appendix 1:

Services	Premier	Signature
Hyland University Premium Subscription	Included	Included
Hyland University Training Discount	25%	50%
Hyland University Certification Training	2 Credits	4 Credits
CommunityLIVE General Conference Event	2 Credits	4 Credits
TechQuest Event	2 Credits	4 Credits
Designated Technical Account Manager (TAM)	-	Included
Strategic Governance Coaching, Best Practices and Recommendations	Included	Included
Platform Growth Coaching, Best Practices and Recommendations	Included	Included
System Performance Coaching, Best Practices and Recommendations	Included	Included
Upgrade Coaching and Release Planning, Best Practices and Recommendations	Included	Included

Assumptions

Hyland’s provision of the Success Paths Services is based upon the assumptions below being true. If for any reason these assumptions are not true, this could result in a scope change and may have an impact on Hyland’s ability to provide the Success Paths Services, as well as the proposed cost and timeline to deliver such services:

Success Paths Services will not replace Customer’s technical support team as a first point of contact for maintenance and support;
Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences, and will notify Customer when a given resource is unavailable due to sickness; and
Success Paths Services are stand-alone services and shall not be used to support ongoing projects or activities.

Exclusions

The following items are not covered under Success Paths Services:

Consultation, expertise and/or support of third-party software or hardware;
Configuration changes to Customer’s Hyland solution;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to in writing by Hyland.
General technical support or hosting or cloud-based services, including support related to hosting or cloud-based services;
Custom scripted elements and custom development;
Direct database modifications;
Project management and delivery in any form;
System or solution development; and
Configuration tasks, testing or migration to production for the Customer.

Requests for excluded items or Professional Services that do not constitute Success Paths may be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Change Control Process.

Initiating a Request for Success Paths Services

Unless explicitly instructed, Customer shall communicate service requests by opening an “Issue” via the Hyland Community Customer Project Portal;
Customer personnel who contact the Hyland must be authorized by Hyland and qualified to interact on a technical basis at a level required to support the existing Hyland solution;
Hyland will not respond to requests from non-authorized personnel;
Customer will provide availability of preferred date(s) and time(s) for Hyland’s consultation and/or action needed in response to such request(s); and
Hyland will confirm the time for the response with Customer by sending a corresponding meeting invitation to the requestor, identifying next steps.

Customer Obligations

To facilitate Hyland’s delivery of Success Paths Services, Customer agrees to the following obligations. The parties acknowledge and agree that failure to meet the responsibilities noted will affect quality in the execution and completion of Success Paths Services.

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations hereunder; and

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes:
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

If any party believes that a change to this Schedule is warranted, the party shall issue a Change Request in writing. The Hyland and Customer teams will review the Change Request, determine the impact, and attempt to agree to the change(s). Once the change(s) are agreed upon, Hyland will provide a formal Change Order to Customer outlining the change in Professional Services, the impact on hours, resources, timeline and/or cost.

Term and Termination

The Initial Term of this Success Paths Services Schedule is defined in the Order Form. Hyland will provide to Customer Success Paths Services during the Initial Term, provided that if an Initial Term is not defined in the Order Form, it shall mean the twelve (12) month period commencing on the Effective Date of the Order Form (as such term is defined in the Order Form).

After the Initial Term, this Success Paths Services Schedule will renew automatically, at the then current service type, for periods equal to the Initial Term (each, a “Renewal Term”), unless either party provides written notice of its desire not to renew at least sixty (60) days prior to the end of the then-current Initial Term or Renewal Term, as applicable.

Notwithstanding anything to the contrary in the Underlying Agreement (as defined in the Order Form, if applicable), the Professional Services Terms and Conditions (including Schedule 1, if applicable) or otherwise, Customer may not terminate the Success Paths Services for convenience. All prepaid fees are non-refundable.

Appendix 1 – Success Paths Services Definitions

Services	Description
Hyland University Premium Subscription	Access to all Hyland Premium-based web learning content, which can be used by anyone in Customer’s organization.
Hyland University Training Discount	Discount on any Hyland training courses, which can be used at any time during the term of this Success Paths Services Schedule. These discounts may not be used in combination with or in addition to other discounts to which Customer may entitled relating to such training.
Hyland University Certification Training	Each Hyland University Certification Training credit entitles one person of Customer’s choosing to attend one training class of Customer’s choosing during each year of the term of the Success Paths Services Schedule. Credits may not be rolled over into subsequent years.
CommunityLIVE General Conference Event	Each CommuntiyLIVE General Conference Event credit entitles one person of Customer’s choosing to attend the three-day general conference portion of the CommunityLIVE event held by Hyland during each year of the term of the Success Paths Services Schedule. Credits may not be rolled over into subsequent years.
TechQuest Event	Each TechQuest Event credit entitles one person of Customer’s choosing to attend one Techquest event of Customer’s choosing during each year of the term of the Success Paths Services Schedule. Credits may not be rolled over into subsequent years.
Designated Technical Account Manager (TAM)	The Technical Account Manager will serve as designated point of contact for Customer. The Technical Account Manager may be an assigned named individual, but not dedicated solely to Customer, and may change based on general resource availability. The Technical Account Manager will: Be responsible for serving as primary contact during resolution of issues/escalations; Oversee planned Customer events, such as: go-lives, upgrades, etc.; Interface with Technical Support, Research and Development, and Managed Services (if applicable); Provide regular coaching on customer-specific solution configuration and software use; Conduct a regular sync (to be mutually defined by Customer and Hyland, but not to occur more than weekly), to review: Summaries of work and tasks completed, upcoming work, known issues or risks; Technical support case volume, statuses, prioritizing work for Hyland resources and updating deliverables based on estimated work effort; and Other reporting details as requested, to provide clear communication paths and to summarize regular activities.
Strategic Governance Coaching, Best Practices and Recommendations	Hyland consultant leads a discussion and examination of the six (6) core components of content services described below once during each year of the term of the Success Paths Services Schedule; Capture, Manage, Access, Integrate, Measure and Store. As part of such discussion, the Hyland consultant will analyze findings and provide coaching to Customer regarding best practices and recommendations, which may include the following: Documenting the overall purpose, scope, and desired outcomes for the Software solution; Creating a technical roadmap, which includes a summary of coaching discussions for Customer to create awareness and transparency for recommended Governance and Strategy efforts in the near-term; an analysis of existing Software solution configuration; Identifying strengths, weaknesses, opportunities, and threats to the current Software implementation; and Plan to implement the recommended changes.
Platform Growth Coaching, Best Practices and Recommendations	Hyland consultant leads a discussion relating to overall platform growth of Customer’s current Software solution, once during each year of the term of the Success Paths Services Schedule, which may include the following: Communication of future Software development releases and their impact on Customer’s solution; Assisting Customer in preparing for Software releases and features based on Software use and opportunity; Identifying potential opportunities for solution and platform expansion; and Developing a plan for sizing appropriately based on growth, infrastructure, administration, staffing and training.
System Performance Coaching, Best Practices and Recommendations	Hyland consultant leads a discussion and review relating to overall system performance, once during each year of the term of the Success Paths Services Schedule, which may include the following: Defining the key performance metrics that will be used to evaluate the Hyland solution, which may include items such as response time, system uptime and document retrieval speed; Capturing system performance data of a specified period of time to properly assess key performance metrics; Analyzing the collected data to review performance; Performing an evaluation of the various components of the Hyland solution where performance may need remediation; this may include items such as servers, infrastructure, database, network and/or Software configuration; Providing a summary of recommendations, which includes identifying specific areas where performance can be improved. This may include: Changes and recommendations to software, network, configuration and/or other components; Resource estimates, requirements, and plan to implement the recommended changes; Known risks and challenges with implementing and/or not remediating performance issues; Establishing a process for ongoing monitoring of system performance; and Executive summary of performance review findings for the benefit of key stakeholders.
Upgrade Coaching and Release Planning, Best Practices and Recommendations	Hyland consultant leads a discussion relating to the current Software solution deployment, once during each year of the term of the Success Paths Services Schedule, which may include the following: A summary of the potential benefits and/or limitations based on the current version of Software in use by Customer; A plan for upgrading Software, including: hardware, software, network requirements, infrastructure upgrades, potential system downtime, data migration, end-user training, costs, and other items; A plan for testing and validation to ensure the upgraded Software solution functions as expected. A path for data migration (where applicable) from version to version, to ensure data integrity and compatibility during the migration process; Identification of customizations and/or integrations that may require changes as a result of any such upgrade; A training plan for end users to address any change management as a result of Software upgrade; and A contingency plan in the event of unforeseen complications during an upgrade to revert to previous version(s) of Software, if necessary.

***End of Document***

Effective October 11th 2023 to December 12th 2023

Download

Success Paths Services Schedule

Premier and Signature Levels

Success Paths Services shall be specific to Customer’s existing Software solution(s);
Success Paths Services will support the number of products and environments noted on the Order Form. Hyland’s involvement may range from owning specific tasks to consultation only;
All services will be performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Service Level Offerings

Please reference the Order Form for a description of the service type selected. Descriptions of the Professional Services included under each type referenced below are provided in Appendix 1:

Services	Premier	Signature
Hyland University Premium Subscription	Included	Included
Hyland University Training Discount	25%	50%
Hyland University Certification Training	2 Credits	4 Credits
CommunityLIVE General Conference Event	2 Credits	4 Credits
TechQuest Event	2 Credits	4 Credits
Designated Technical Account Manager (TAM)	-	Included
Strategic Governance Coaching, Best Practices and Recommendations	Included	Included
Platform Growth Coaching, Best Practices and Recommendations	Included	Included
System Performance Coaching, Best Practices and Recommendations	Included	Included
Upgrade Coaching and Release Planning, Best Practices and Recommendations	Included	Included

Assumptions

Success Paths Services will not replace Customer’s technical support team as a first point of contact for maintenance and support;
Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences, and will notify Customer when a given resource is unavailable due to sickness; and
Success Paths Services are stand-alone services and shall not be used to support ongoing projects or activities.

Exclusions

The following items are not covered under TAM Services:

Consultation, expertise and/or support of third-party software or hardware;
Configuration changes to Customer’s Hyland solution;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to in writing by Hyland.
General technical support or hosting or cloud-based services, including support related to hosting or cloud-based services;
Custom scripted elements and custom development;
Direct database modifications;
Project management and delivery in any form;
System or solution development; and
Configuration tasks, testing or migration to production for the Customer.

Initiating a Request for Success Paths Services

Unless explicitly instructed, Customer shall communicate service requests by opening an “Issue” via the Hyland Community Customer Project Portal;
Customer personnel who contact the Hyland must be authorized by Hyland and qualified to interact on a technical basis at a level required to support the existing Hyland solution;
Hyland will not respond to requests from non-authorized personnel;
Customer will provide availability of preferred date(s) and time(s) for Hyland’s consultation and/or action needed in response to such request(s); and
Hyland will confirm the time for the response with Customer by sending a corresponding meeting invitation to the requestor, identifying next steps.

Customer Obligations

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations hereunder; and

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes:
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination

Notwithstanding anything to the contrary in the Underlying Agreement (as defined in the Order Form, if applicable), the Professional Services Terms and Conditions (including Schedule 1, if applicable) or otherwise, Customer may not terminate the Success Paths Services for convenience. All prepaid fees are non-refundable.

Appendix 1 – Success Paths Services Definitions

Services	Description
Hyland University Premium Subscription	Access to all Hyland Premium-based web learning content, which can be used by anyone in Customer’s organization.
Hyland University Training Discount	Discount on any Hyland training courses, which can be used at any time during the term of this Success Paths Services Schedule. These discounts may not be used in combination with or in addition to other discounts to which Customer may entitled relating to such training.
Hyland University Certification Training	Each Hyland University Certification Training credit entitles one person of Customer’s choosing to attend one training class of Customer’s choosing during each year of the term of the Success Paths Services Schedule. Credits may not be rolled over into subsequent years.
CommunityLIVE General Conference Event	Each CommuntiyLIVE General Conference Event credit entitles one person of Customer’s choosing to attend the three-day general conference portion of the CommunityLIVE event held by Hyland during each year of the term of the Success Paths Services Schedule. Credits may not be rolled over into subsequent years.
TechQuest Event	Each TechQuest Event credit entitles one person of Customer’s choosing to attend one Techquest event of Customer’s choosing during each year of the term of the Success Paths Services Schedule. Credits may not be rolled over into subsequent years.
Designated Technical Account Manager (TAM)	The Technical Account Manager will serve as designated point of contact for Customer. The Technical Account Manager may be an assigned named individual, but not dedicated solely to Customer, and may change based on general resource availability. The Technical Account Manager will: Be responsible for serving as primary contact during resolution of issues/escalations; Oversee planned Customer events, such as: go-lives, upgrades, etc.; Interface with Technical Support, Research and Development, and Managed Services (if applicable); Provide regular coaching on customer-specific solution configuration and software use; Conduct a regular sync (to be mutually defined by Customer and Hyland, but not to occur more than weekly), to review: Summaries of work and tasks completed, upcoming work, known issues or risks; Technical support case volume, statuses, prioritizing work for Hyland resources and updating deliverables based on estimated work effort; and Other reporting details as requested, to provide clear communication paths and to summarize regular activities.
Strategic Governance Coaching, Best Practices and Recommendations	Hyland consultant leads a discussion and examination of the six (6) core components of content services described below once during each year of the term of the Success Paths Services Schedule; Capture, Manage, Access, Integrate, Measure and Store. As part of such discussion, the Hyland consultant will analyze findings and provide coaching to Customer regarding best practices and recommendations, which may include the following: Documenting the overall purpose, scope, and desired outcomes for the Software solution; Creating a technical roadmap, which includes a summary of coaching discussions for Customer to create awareness and transparency for recommended Governance and Strategy efforts in the near-term; an analysis of existing Software solution configuration; Identifying strengths, weaknesses, opportunities, and threats to the current Software implementation; and Plan to implement the recommended changes.
Platform Growth Coaching, Best Practices and Recommendations	Hyland consultant leads a discussion relating to overall platform growth of Customer’s current Software solution, once during each year of the term of the Success Paths Services Schedule, which may include the following: Communication of future Software development releases and their impact on Customer’s solution; Assisting Customer in preparing for Software releases and features based on Software use and opportunity; Identifying potential opportunities for solution and platform expansion; and Developing a plan for sizing appropriately based on growth, infrastructure, administration, staffing and training.
System Performance Coaching, Best Practices and Recommendations	Hyland consultant leads a discussion and review relating to overall system performance, once during each year of the term of the Success Paths Services Schedule, which may include the following: Defining the key performance metrics that will be used to evaluate the Hyland solution, which may include items such as response time, system uptime and document retrieval speed; Capturing system performance data of a specified period of time to properly assess key performance metrics; Analyzing the collected data to review performance; Performing an evaluation of the various components of the Hyland solution where performance may need remediation; this may include items such as servers, infrastructure, database, network and/or Software configuration; Providing a summary of recommendations, which includes identifying specific areas where performance can be improved. This may include: Changes and recommendations to software, network, configuration and/or other components; Resource estimates, requirements, and plan to implement the recommended changes; Known risks and challenges with implementing and/or not remediating performance issues; Establishing a process for ongoing monitoring of system performance; and Executive summary of performance review findings for the benefit of key stakeholders.
Upgrade Coaching and Release Planning, Best Practices and Recommendations	Hyland consultant leads a discussion relating to the current Software solution deployment, once during each year of the term of the Success Paths Services Schedule, which may include the following: A summary of the potential benefits and/or limitations based on the current version of Software in use by Customer; A plan for upgrading Software, including: hardware, software, network requirements, infrastructure upgrades, potential system downtime, data migration, end-user training, costs, and other items; A plan for testing and validation to ensure the upgraded Software solution functions as expected. A path for data migration (where applicable) from version to version, to ensure data integrity and compatibility during the migration process; Identification of customizations and/or integrations that may require changes as a result of any such upgrade; A training plan for end users to address any change management as a result of Software upgrade; and A contingency plan in the event of unforeseen complications during an upgrade to revert to previous version(s) of Software, if necessary.

***End of Document***

Effective September 27th 2023 to October 11th 2023

Download

Success Paths Schedule

Success Offerings; Premier

Hyland will provide to Customer Success Offerings during an initial term that shall begin on the Subscription Start Date and continue through the Subscription End Date, as set forth on the Order Form within which this Success Offerings Schedule is incorporated (the “Initial Term”). As used herein, "Success Offerings" shall mean the services described under the heading in the service level offering inclusions below (Premier) that corresponds to the service level selected by Customer and set forth on the Order Form. Descriptions of the services included within each service level offering are provided in Appendix 1.

The Success Offerings shall be specific to Customer's existing Software solution(s) as of the effective date of the applicable Order Form.
Success Offerings will support the number of products and environments noted on the Order Form.
Hyland’s involvement may range owning specific tasks to consultation and coaching only.
All services will be performed off-site, remotely.
Configuration of the software is not included.
All engagement activities and related deliverables are available on an annual basis for duration of contract, at the customers request.
Services will be provided in English only.
Standard Business Hours are defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location

Inclusions

Descriptions of each inclusion can be found in Appendix 1:

Customer Success Manager who will act as main point-of-contact for Customer;
Strategic Governance Coaching & Best Practices;
System Health Coaching, Best Practices & Recommendations;
Upgrade Coaching, Best Practices & Recommendations;
Platform Coaching, Best Practices & Recommendations;
CommunityLIVE General Conference Passes;
TechQuest Passes;
Certification Training Passes;
Discounts on Training; and
Premium Subscription Access for Organization.

Assumptions

Success Offerings are based upon the below limitations and assumptions being true. If for any reason these assumptions are not true, this could result in a scope change and may have an impact on Hyland’s ability to provide the Success Offerings, as well as the proposed cost and timeline to deliver such services:

Some resources assigned to provide the Success Offering services may be employees or contractors of Hyland Software, Inc. or its subsidiaries located in other countries. Such resources may have access to Customer’s data and, to the extent applicable, Customer waives any restrictions in the Underlying Agreement prohibiting the use of such resources or access to Customer’s data as needed to perform the services.
Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Reference to business day equates to standard workweek of Monday through Friday;
Customer is aware that Success Offerings are intended to assist with specific requests for assistance, and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing; and
Customer understands Success Offerings are intended to supplement Customer’s needs beyond standard technical support. General Software related questions, such as requests for downloads, documentation, or to report issues, will be subject to follow standard technical support.

Exclusions

The following items are not covered under Success Offerings:

Consultation, expertise and/or support of third-party software or hardware;
Replacement for general Technical Support or Global Cloud Services Support;
System or solution development;
Direct database modifications;
End User training;
Project lifecycle management;
Project delivery utilizing Hyland’s formal project methodology in any form; and
Configuration tasks, testing or migration to production for the Customer.

Requests for additional Professional Services that do not constitute Services Offerings may be provided under a separate mutually agreed upon and executed services proposal.

Deliverables

Descriptions of deliverables can be found in Appendix 1 and are delivered on an annual basis.

Execution Plan
Learning Path
Summary of Governance & Strategy Findings & Best Practices Discussion
Summary of Technical Guidance for Platform Growth
Summary of Technical System Recommendations & Best Practices Discussion
Summary of Upgrade Recommendations

Service Initiation and Sample Timeline

Promptly following the beginning of the Initial Term, Hyland will perform the following services to prepare for Success Offer inclusions.

The following is provided as a recommended timeline and approach for planning purposes only:

Weeks (1) to two (2) of service:
1. Hyland will provide a Customer Success Manager to conduct an initial kickoff with Customer to review the Service Offerings inclusions;
2. Hyland and Customer will review guidelines and complete the Success Offerings Plan as part of service activation. These activities include:
  1. Review the roles and responsibilities of Customer and Hyland;
  2. Review with Customer Success Offerings engagement practices;
  3. Identify responsible Customer personnel, including who is authorized to request and/or approve changes, and utilize services described herein;
3. Review how to contact Hyland for assistance;
Weeks three (3) to four (4) of service:
1. Work with Customer to determine the best order of operation for Success Offerings inclusions;
2. Start Success Offer inclusions.

Customer Obligations

To facilitate Hyland’s delivery of Success Offerings, Customer agrees, at a minimum, to the following obligations. The parties acknowledge and agree that failure to meet the responsibilities noted will affect project duration, cost and/or quality in the execution and completion of Success Offerings.

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/resource will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third-party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment, typically the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal;
Customer is specifically prohibited from assigning or using any Resource in a manner which violates the terms of Customer’s license to Software;
Customer will provide reasonable notice as to when they would like to engage Hyland services. Ability to engage will be determined by Hyland’s then current availability;
Customer is responsible for all management and administration of their Hyland application.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Each violation of this provision by a party entitles the other party to liquidated damages (not a penalty) in an amount equal to the greater of: (i) USD$50,000.00, or (2) 100 percent of the employee’s annual earnings immediately prior to leaving the other party’s service, and, in either case, all costs associated with the collection of such liquidated damages, including, but not limited to, reasonable attorneys’ fees. A general advertisement or a request for employment that is initiated exclusively by an employee of the other party shall not be considered a solicitation pursuant to Section (a). The parties agree that this provision survives the termination of this Schedule.

Term and Termination

The Initial Term of this Success Offerings Schedule shall begin on the Subscription Start Date set forth in the Order Form and continue through the Subscription End Date set forth on the Order Form.

Unless otherwise specified herein, after the Initial Term, this Success Offerings Schedule will renew automatically, at the then current service level, for periods equal to the Initial Term (each, a “Renewal Term”), unless either party provides written notice of its desire not to renew at least sixty (60) days prior to the end of the then-current Initial Term or Renewal Term, as applicable.

Following expiration of the Initial Term, Hyland will provide the items included on the Order Form at the pricing included in the schedule above (Year Two and Year Three). At such time, Hyland will provide an updated renewal invoice with the updated fees.

Notwithstanding anything to the contrary in the Schedule 1- Terms and Conditions or Underlying Agreement, the Success Offerings Schedule may not be terminated for convenience at any time.

Appendix 1 – Success Offerings Definitions

Inclusions	Description
Customer Success Manager	Main point of contact for Success Offer. Manages monthly communications, follows up on recommendations provided. Coordinates schedules and activities between Customer and Hyland resources. Provides the Execution Plan including the following milestones: Kickoff call/discussion with customer for planned path Check in after each resource engagement with Customer Discussion & distribution of learning path to Customer Issuance of CommunityLIVE Event Passes to Customer Issuance of TechQuest passes to Customer Issuance of Certification passes to Customer Ensuring Customer has Premium Subscription Access Ensuring that Training Discounts are complete in Hyland systems for Customer Guidance through remaining inclusions and engagements for Success Offering, Premier service
Strategic Governance Coaching & Best Practices	Provides discussion and coaching around general governance at the organizational level for Customer. This may include the following; taxonomy and nomenclature, training effort/s, end user awareness, upgrade schedule, content services maturity. Provides Customer a Content Services discussion session which supports examination of the six (6) core components of content services; Capture, Manage, Access, Integrate, Measure and Store. Analyzes findings and provides Coaching to customer through a series of up to three (3) calls with an output of Summary of Governance & Strategy Findings and Best Practices Recommendations per year for duration of Contract.
System Health Coaching, Best Practices & Recommendations	Provides discussion and coaching around general system performance for Customer, including best practices for monitoring/maintenance of system and recommendations for servers to customer through a series of up to three (3) calls with an output of Summary of Technical System Recommendations and Best Practices per year for duration of Contract.
Upgrade Coaching, Best Practices & Recommendations	Provides one annual review call per year to focus on sharing information regarding a newly released version of the Software. Additional calls (up to 2) to discuss customers upgrade strategy and execution plan, including a review of an upgrade go-live checklist and general questions. Includes an output of a Recommendations Summary per year for duration of Contract.
Platform Growth Coaching, Best Practices & Recommendations	Provides review and discussion around Customers platform growth strategy and delivers Technical Guidance to customer through a series of four (4) calls with an output of Summary of Technical Guidance for Platform Growth per call for duration of Contract.
CommunityLIVE General Conference Passes	2 Five-Day Admission Conference Passes for CommunityLIVE, once per year for duration of contract, which can be used by anyone in Customers organization.
TechQuest Passes	2 Passes for TechQuest, once per year for duration of contract, which can be used by anyone in Customers organization.
Certification Training Passes	2 Passes for a Certification Course, once per year for duration of contract, which can be used by anyone in Customers organization.
Discounts on Training	A 5% discount on all additional training courses, which can be used at any time, for duration of contract.
Premium Subscription Access for Organization	Access to all Premium-based web learning content for total term of contract, which can be used by anyone in Customers organization.

Deliverables	Description
Execution Plan	A high-level plan that outlines the inclusions and components of the Success Offer for Customer to prepare for activities.
Learning Path	A persona-based training plan with course and certification recommendations, delivered by the Customer Success Manager once per year for duration of contract.
Summary of Governance & Strategy Findings & Best Practices Discussion	A summary of Governance & Strategy findings, which includes communicated best practices and summary of coaching discussions for Customer to create awareness and transparency for recommended Governance and Strategy efforts in the near-term.
Summary of Technical Guidance for Platform Growth	A summary of Technical findings, which includes guidance for platform growth for Customer.
Summary of Technical System Recommendations & Best Practices Discussion	A summary of Technical System findings, which includes communicated best practices and summary of coaching discussions for Customer to create awareness and transparency for recommended Technical System efforts in the near-term.
Summary of Upgrade Recommendations & Best Practices Discussion	A summary of Upgrade findings, which includes communicated best practices and summary of coaching discussions for Customer to create awareness and transparency for recommended Upgrade efforts in the near-term.

Effective December 9th 2022 to September 27th 2023

Download

Success Offerings Schedule

Success Offerings; Premier

The Success Offerings shall be specific to Customer's existing Software solution(s) as of the effective date of the applicable Order Form.
Success Offerings will support the number of products and environments noted on the Order Form.
Hyland’s involvement may range owning specific tasks to consultation and coaching only.
All services will be performed off-site, remotely.
Configuration of the software is not included.
All engagement activities and related deliverables are available on an annual basis for duration of contract, at the customers request.
Services will be provided in English only.
Standard Business Hours are defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location

Inclusions

Descriptions of each inclusion can be found in Appendix 1:

Customer Success Manager who will act as main point-of-contact for Customer;
Strategic Governance Coaching & Best Practices;
System Health Coaching, Best Practices & Recommendations;
Upgrade Coaching, Best Practices & Recommendations;
Platform Coaching, Best Practices & Recommendations;
CommunityLIVE General Conference Passes;
TechQuest Passes;
Certification Training Passes;
Discounts on Training; and
Premium Subscription Access for Organization.

Assumptions

Some resources assigned to provide the Success Offering services may be employees or contractors of Hyland Software, Inc. or its subsidiaries located in other countries. Such resources may have access to Customer’s data and, to the extent applicable, Customer waives any restrictions in the Underlying Agreement prohibiting the use of such resources or access to Customer’s data as needed to perform the services.
Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Reference to business day equates to standard workweek of Monday through Friday;
Customer is aware that Success Offerings are intended to assist with specific requests for assistance, and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing; and
Customer understands Success Offerings are intended to supplement Customer’s needs beyond standard technical support. General Software related questions, such as requests for downloads, documentation, or to report issues, will be subject to follow standard technical support.

Exclusions

The following items are not covered under Success Offerings:

Consultation, expertise and/or support of third-party software or hardware;
Replacement for general Technical Support or Global Cloud Services Support;
System or solution development;
Direct database modifications;
End User training;
Project lifecycle management;
Project delivery utilizing Hyland’s formal project methodology in any form; and
Configuration tasks, testing or migration to production for the Customer.

Requests for additional Professional Services that do not constitute Services Offerings may be provided under a separate mutually agreed upon and executed services proposal.

Deliverables

Descriptions of deliverables can be found in Appendix 1 and are delivered on an annual basis.

Execution Plan
Learning Path
Summary of Governance & Strategy Findings & Best Practices Discussion
Summary of Technical Guidance for Platform Growth
Summary of Technical System Recommendations & Best Practices Discussion
Summary of Upgrade Recommendations

Service Initiation and Sample Timeline

Promptly following the beginning of the Initial Term, Hyland will perform the following services to prepare for Success Offer inclusions.

The following is provided as a recommended timeline and approach for planning purposes only:

Weeks (1) to two (2) of service:
1. Hyland will provide a Customer Success Manager to conduct an initial kickoff with Customer to review the Service Offerings inclusions;
2. Hyland and Customer will review guidelines and complete the Success Offerings Plan as part of service activation. These activities include:
  1. Review the roles and responsibilities of Customer and Hyland;
  2. Review with Customer Success Offerings engagement practices;
  3. Identify responsible Customer personnel, including who is authorized to request and/or approve changes, and utilize services described herein;
3. Review how to contact Hyland for assistance;
Weeks three (3) to four (4) of service:
1. Work with Customer to determine the best order of operation for Success Offerings inclusions;
2. Start Success Offer inclusions.

Customer Obligations

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/resource will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third-party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment, typically the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal;
Customer is specifically prohibited from assigning or using any Resource in a manner which violates the terms of Customer’s license to Software;
Customer will provide reasonable notice as to when they would like to engage Hyland services. Ability to engage will be determined by Hyland’s then current availability;
Customer is responsible for all management and administration of their Hyland application.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Term and Termination

The Initial Term of this Success Offerings Schedule shall begin on the Subscription Start Date set forth in the Order Form and continue through the Subscription End Date set forth on the Order Form.

Following expiration of the Initial Term (or applicable Renewal Term), Hyland may increase the annual fees for any Renewal Term up to ten (10) percent of the preceding annual period for all items included in the Order Form. At such time, Hyland will provide an updated renewal invoice with the updated fees.

Notwithstanding anything to the contrary in the Schedule 1- Terms and Conditions or Underlying Agreement, the Success Offerings Schedule may not be terminated for convenience at any time.

Appendix 1 – Success Offerings Definitions

Inclusions	Description
Customer Success Manager	Main point of contact for Success Offer. Manages monthly communications, follows up on recommendations provided. Coordinates schedules and activities between Customer and Hyland resources. Provides the Execution Plan including the following milestones: Kickoff call/discussion with customer for planned path Check in after each resource engagement with Customer Discussion & distribution of learning path to Customer Issuance of CommunityLIVE Event Passes to Customer Issuance of TechQuest passes to Customer Issuance of Certification passes to Customer Ensuring Customer has Premium Subscription Access Ensuring that Training Discounts are complete in Hyland systems for Customer Guidance through remaining inclusions and engagements for Success Offering, Premier service
Strategic Governance Coaching & Best Practices	Provides discussion and coaching around general governance at the organizational level for Customer. This may include the following; taxonomy and nomenclature, training effort/s, end user awareness, upgrade schedule, content services maturity. Provides Customer a Content Services discussion session which supports examination of the six (6) core components of content services; Capture, Manage, Access, Integrate, Measure and Store. Analyzes findings and provides Coaching to customer through a series of up to three (3) calls with an output of Summary of Governance & Strategy Findings and Best Practices Recommendations per year for duration of Contract.
System Health Coaching, Best Practices & Recommendations	Provides discussion and coaching around general system performance for Customer, including best practices for monitoring/maintenance of system and recommendations for servers to customer through a series of up to three (3) calls with an output of Summary of Technical System Recommendations and Best Practices per year for duration of Contract.
Upgrade Coaching, Best Practices & Recommendations	Provides one annual review call per year to focus on sharing information regarding a newly released version of the Software. Additional calls (up to 2) to discuss customers upgrade strategy and execution plan, including a review of an upgrade go-live checklist and general questions. Includes an output of a Recommendations Summary per year for duration of Contract.
Platform Growth Coaching, Best Practices & Recommendations	Provides review and discussion around Customers platform growth strategy and delivers Technical Guidance to customer through a series of four (4) calls with an output of Summary of Technical Guidance for Platform Growth per call for duration of Contract.
CommunityLIVE General Conference Passes	2 General Admission Conference Passes for CommunityLIVE, once per year for duration of contract, which can be used by anyone in Customers organization.
TechQuest Passes	2 Passes for TechQuest, once per year for duration of contract, which can be used by anyone in Customers organization.
Certification Training Passes	2 Passes for a Certification Course, once per year for duration of contract, which can be used by anyone in Customers organization.
Discounts on Training	A 5% discount on all additional training courses, which can be used at any time, for duration of contract.
Premium Subscription Access for Organization	Access to all Premium-based web learning content for total term of contract, which can be used by anyone in Customers organization.

Deliverables	Description
Execution Plan	A high-level plan that outlines the inclusions and components of the Success Offer for Customer to prepare for activities.
Learning Path	A persona-based training plan with course and certification recommendations, delivered by the Customer Success Manager once per year for duration of contract.
Summary of Governance & Strategy Findings & Best Practices Discussion	A summary of Governance & Strategy findings, which includes communicated best practices and summary of coaching discussions for Customer to create awareness and transparency for recommended Governance and Strategy efforts in the near-term.
Summary of Technical Guidance for Platform Growth	A summary of Technical findings, which includes guidance for platform growth for Customer.
Summary of Technical System Recommendations & Best Practices Discussion	A summary of Technical System findings, which includes communicated best practices and summary of coaching discussions for Customer to create awareness and transparency for recommended Technical System efforts in the near-term.
Summary of Upgrade Recommendations & Best Practices Discussion	A summary of Upgrade findings, which includes communicated best practices and summary of coaching discussions for Customer to create awareness and transparency for recommended Upgrade efforts in the near-term.

Accounts Payable (AP) as a Service (APaaS) Schedule - For Workday

Version

Effective December 19th 2023

Download

Accounts Payable (AP) as a Service (APaaS) Schedule

For Workday

Hyland will provide to Customer APaaS (as defined below) during an “Initial Term” as defined in the “Term and Termination” section below. “APaaS” shall mean: (A) Professional Services to the implement one (1) Workday accounts payable Software solution in accordance with Appendix 2: and (B) the Professional Services described in the "Services Description" section and Appendix 1 below;
APaaS supports one (1) production and one (1) non-production environment. Hyland’s involvement may range owning specific tasks to consultation only;
All services will be performed remotely; provided, that if discovery services are purchased as an Add-On Managed service (see Appendix 4 for description), such services will be performed at Customer’s site for up to three (3) days, with the remainder of the work being performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer hereby consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Managed Services are described in Appendix 4. Customer may purchase Add-On Managed Services by designating on the Order Form those Add-On services it requires.

Service Description

“APaaS” means the Professional Services described in the table below. Descriptions of such services are provided in the Appendices below.

Services	APaaS
Accounts Payable Solution Implementation (Appendix 2)	Included
Service Desk	Designated
Service Delivery Manager	Designated
Monthly Activity Report	Included
Administration	Included
Configuration Management Database	Included
Solution Design Documentation	Included
Quarterly Sponsor Review	Included
Long-Term Release Management	Included
Incident	Review Response Resolution
Change	Review Response Resolution
Release	Review Response Resolution
Problem	Review Response Resolution

Assumptions

APaaS is based upon the below limitations and assumptions being true. If for any reason these assumptions are not true, this could result in a scope change and may have an impact on Hyland’s ability to provide the APaaS, as well as the proposed cost and timeline to deliver such services:

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Customer is aware that APaaS is intended to assist with specific requests for assistance, and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing or as specified in Appendix 2. Requests for Professional Services that do not constitute APaaS shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below; and
Customer understands APaaS are intended to supplement Customer’s needs beyond standard technical support.

Exclusions

The following items are not covered under APaaS:

Consultation, expertise and/or support of third party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to by Hyland.
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development, unless Customer has purchased Custom Script Requests as an Add-On Managed Service;
Direct database modifications; and
Full project management and delivery utilizing Hyland’s formal project methodology in any form, other than as specified in Appendix 2; and
Requests for excluded items or Professional Services that do not constitute APaaS may be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Change Control Process.

Initiating Service Requests and Change Requests

Customers shall communicate Service Requests and/or Change Requests to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal;
Unless explicitly identified, all Service Requests and Change Requests must be reported directly to the Service Desk and cannot be communicated through any indirect means. (see appendices);
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Hyland will determine whether the request submitted constitutes a Service Request or a Change Request. If the request is determined to be a Change Request, then Hyland will provide the services described below under “Change Requests.”
Resolution for Service Requests and Change Requests are as follows:
1. Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request;
2. Any Change Request for off-hours maintenance windows, extended involvement such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.

Change Requests

Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change, or consultation services only. Customer’s ability to receive consultation services related to a Change Request shall not be restricted; however, Customer will be limited to thirty (30) elective service engagements in response to Change Requests per twelve (12) month period, to be managed in the following manner:
1. Customer will receive an “account balance” of thirty (30) elective service engagements. All Change Requests for which active services are requested will be charged a minimum of one (1) active service engagement;
  1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland;
  2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes (and will advise Customer of the number of elective service engagements to be charged, if applicable);
  3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iv) below, Hyland will perform the work required to address the Change Request. If Customer’s elective service engagement balance is insufficient, Hyland will perform only consultation services relating to the Change Request (subject to Customer’s election to purchase additional Change Requests);
  4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the APaaS delivery team (such as Software conversions or implementations);
2. Unused elective service engagements will not be rolled over into any subsequent period or renewal term
3. In a single month, Customer may request active services relating to Change Requests that total no more than twenty-five (25) percent of the total annual elective service engagement allotment;
4. Elective service engagements are scheduled services subject to mutually agreed upon timelines;
5. Hyland will prioritize all elective service engagements received from the Customer and will determine the order of changes to be scheduled and completed;
6. Hyland will provide a monthly report of elective service engagement information that will include the following information:
  1. Opening balance
  2. Credits
  3. Debits
  4. Remaining balance
Hyland will make reasonable efforts to respond to emergency Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Requests. Hyland reserves the right to close Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Customer Obligations

To facilitate Hyland’s delivery of APaaS, Customer agrees to the following obligations. The parties acknowledge and agree that failure to meet the responsibilities noted will affect project duration, cost and/or quality in the execution and completion of APaaS.

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal; and
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination

The Initial Term of this APaaS Schedule is defined in the Order Form.

Unless otherwise specified herein, after the Initial Term, this APaaS Schedule will renew automatically, at the then current service level, for periods equal to the Initial Term (each, a “Renewal Term”), unless either party provides written notice of its desire not to renew at least sixty (60) days prior to the end of the then-current Initial Term or Renewal Term, as applicable.

At least forty-five (45) days prior to the expiration of the Initial Term (or applicable Renewal Term), Hyland will provide an invoice setting forth the fees applicable to the Renewal Term. Such invoice shall be due and payable on or before the first day of the Renewal Term. Hyland may not increase the fees for any Renewal Term in an amount by more than ten (10) percent of the fees payable with respect to the then expiring term.

Notwithstanding anything to the contrary in the Underlying Agreement (as defined in the Order Form, if applicable), Schedule 1 or otherwise, Customer may not terminate the APaaS for convenience. All prepaid fees are non-refundable.

Appendix 1 – APaaS Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its discretion, provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of APaaS. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s environments; Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently; Escalate Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Business Review(s), as applicable.
Monthly Activity Report	Means reporting services, which Hyland will provide, including: Summary of work and tasks completed, upcoming work, known issues or risks; Summary of outstanding Service Requests and/or Change Requests; and Other reporting details as mutually agreed upon, to provide clear communication paths and to summarize monthly activity.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions; Responding to business needs to create, modify or delete user accounts for existing security groups within the Software; Help maintain non-production environments for testing, training, and/or issue resolution; Respond to questions concerning product capabilities; Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software; Analyzing solution performance trends; and Executing solution optimization tasks.
Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Customer has access to use APaaS for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through APaaS.
Strategic Workshop	Provides one (1) annual engagement designed to help Customer discover the top priorities and deliver a 12-month action plan to achieve quick wins that may drive changes to the Software solution.
Expansion Management	Provides Customer the ability to expand the existing Software solution beyond the scope of the existing business process, delivered by a Hyland resource(s). This includes the ability to implement one (1) expansion workstream. Such services shall consist of technical work only, using existing Software based configuration, and shall exclude any custom development or scripting. These services shall be governed by Customer’s project management.
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of APaaS, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determines is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.
Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer; not the result of Incidents and Problems; scheduled services that the Customer must request and schedule 72 hours in advance; and subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement said response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within its production environment. If a System Outage is caused by Changes requested by Customer to the production environment, Hyland may reverse or “undo” such Changes in order to revert to the previous functionality. Customer is responsible for reporting a System Outage by submitting a Technical Support Case via Hyland Community or contacting Technical Support: https://community.hyland.com/login?returnUrl=/customer-portal/wiki/hyland-support/technical-support-phone-numbers
Service Request	Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages. There are no limitations on the number of Service Requests submitted during the Term. Service Desk will attempt to begin Review of Service Requests within one (1) hour of reported impact during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours.
Change Request	Request by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are categorized based on type of Change Requests. Service Desk will attempt to begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working the next business day.

Appendix 2 – Accounts Payable (AP)

Hyland will provide Professional Services for the implementation of an Accounts Payable invoice processing solution integrating with Workday in accordance with the Workday AP Base Requirements Document attached as Appendix 3.

Document Intake

Hyland’s capture suite will be leveraged to import Purchase Order and Non-Purchase Order invoice documents in a variety of ways:

Paper documents will be scanned into Software from one (1) location via scanning workstations or multi-function devices;
Software will monitor a designated e-mail account to import e-mail messages with invoice attachments. Each attachment will be imported as a separate invoice document; and
Software will monitor a designated file directory for import of invoices already in electronic format. Each file will be imported as a separate invoice document;

End users will be required to perform quality assurance for scanned document to verify image quality and document separation. Additionally, Software will convert invoice files imported in PDF or Microsoft Word format to TIFF images prior to OCR processing.

Brainware for Invoices

The solution will be designed to perform OCR data capture for standard PO and Non-PO invoices as well as Credit Memos. The following are not to be considered standard invoices:

Invoice Statements (forms with multiple Invoice Numbers/Invoice Amounts);
Invoices with multiple PO Numbers;
Expense Reports;
Invoices with data that is hand-printed;
Invoices from countries other than the United States of America;
Non-English language invoices;
Invoices with data in non-US formatted address blocks, phone number, dates, and currency;
Any form that is not a machine-printed invoice falling into the categories of "Purchase Order Invoices" or "Non-Purchase Order Invoices";
Reports;
Intercompany Invoices;
Receipts; and
Check Requests.

The solution will be configured to extract summary level data on both PO and Non-PO based invoices. The following standard header invoice fields will be extracted:

Invoice Number, Invoice Date, Remit To, Subtotal Amount, Tax Amount, Total Amount, PO Number, Currency, Discount Amount (header level extraction only), Freight, and Misc. Amount.

The solution will derive the following additional values from extracted fields listed above:

Company Code, Vendor ID, Vendor Remit Location Code, PO Type, and PO Line Number.

Utility invoices will be treated as a Non-PO invoice. Data will be extracted at the header level only. Automated coding of utility invoices is not included in scope.

Line detail will only be extracted on PO invoices and will be validated against Workday purchase order data. PO lines will be paired using the values of unit cost, quantity and item identifier or item description. The following standard line level fields will be extracted:

Description, Quantity, Unit Price, Line Total, Product Code and Unit of Measure.

Software will present the extracted invoice data to a verification operator for validation. End-users are anticipated to review a majority of all invoices after the OCR process. In the event Software is unable to confidently identify or extract information, end-users will be required to manually index documents to complete the validation process.

Data extraction exceptions will be reviewed in Brainware. Where applicable, the invoice exceptions listed below will be flagged and passed to OnBase for manual review and resolution. All exceptions required beyond the following list will follow the change control process:

Vendor not found, missing/invalid PO, missing/invalid vendor & PO, PO vendor does not equal invoice vendor, invoice amounts do not add up, zero value invoice, and vendor address invalid.

Processing

Software will perform a check for duplicate invoice documents inside of OnBase, based on vendor, invoice number, invoice date, and invoice amount. If a potential duplicate invoice is identified, it will be routed for review by AP.

After the capture and validation processes are complete, invoices will be sent to Software Workflow for routing. Non-PO invoices will be staged for posting. Invoices with exceptions will be sent to an AP exceptions queue.

It is the responsibility of the AP users to check the Software Workflow queues, at least daily, for any document exceptions.

AP staff will have ability to sort and filter invoices staged for review based on summary level values:

Invoice status, vendor name, PO number, invoice number, invoice total, and invoice date.

The AP representative will have the ability to take ownership of an invoice.

Forms

The solution includes two (2) user interfaces for data entry:

The PO invoice interface allows the user to search for valid PO numbers, and to copy PO line values directly from Workday;
The Non-PO invoice interface allows the user to search and assign vendors from Workday via live datasets;

Workday Invoice Creation

Software will send invoice data to Workday via the Line of Business Broker. Software will apply a default value for all required Worktags on Non-PO invoices at time of invoice creation. All coding and approvals will happen within Workday once the data has been provided from Software. It is the responsibility of Customer to provide the appropriate data requirements for successfully passing the data to Workday. Once the posting is successful and the link has been created, the invoice document will be indexed with the Workday voucher ID and removed from Software Workflow.

If any exceptions are returned from Workday, the invoice will be routed to an exception queue in Software Workflow for further review.

Measure

Hyland will configure the following Dashboard Reports in OnBase:

Exposure and Process Performance (In Process)
User Productivity Report (In Process)
Invoice and Process Activity (In Process)
Top Vendors and Vendor Invoice Information (In Process)
Top Vendors and Vendor Invoice Information (All-Time)
AP Accrual Report
KPI Tracking Report

Hyland will provide and configure the Visibility Monitoring and Reporting tool:

Standard Visibility reports are deployed which provide metrics on extraction, validation, and end user performance related to intelligent capture.

Assumptions

Individual documents are anticipated to be scanned at the same aspect ratio and dimensions, and at a quality of 300 dpi;
Documents processed through OCR must be clean and free of extraneous patterns, images, or any other formatting that would interfere with reading data;
Extraction of data from handwritten invoices or documents is out of scope and will require manual keying in Verifier;
Accuracy of the OCR within Software is based on document quality, information on said document(s), and vendor accounting system information provided to Software. The amount of manual intervention or validation is unknown until testing commences, however, Hyland will work with Customer to identify and work towards the highest percentage available based on timelines and budget;
The solution assumes all invoices processed will have a maximum of one (1) PO number per invoice and will contain goods or services, not both;
Three-way matching is not supported;
Assumptions regarding Customer provided Vendor Master and PO data include but aren’t limited to:
1. Data will be validated against one (1) single external data source;
2. Customer data must be up to date and can be accurately matched to vendor and PO data present on an invoice;
3. If during testing, Vendor Master and PO data is determined to be out of alignment with standard accounting procedures, this could result in a scope change and/or extension to the project timeline:
  1. Examples include duplicate vendors, incomplete vendor and PO records, not closing PO’s, etc.
4. Customer vendor data must be provided by database views or CSV files.
Documents will be processed in Brainware as one (1) document per batch;
Credit Memos will be processed as a Non-PO invoice with a negative invoice amount;
Solution will be deployed on OnBase EP3 or higher. Upgrade services may be scoped separately where required;
The solution will leverage pre-configured forms for PO and Non-PO invoices. Customization of these forms is not included in this engagement;
Purchase orders are stored and maintained in Workday;
Software reports measure only data stored in the Software application via standard report providers;
Customer will have a fully functioning Workday test environment during implementation of Software;
Customer will work with Hyland to schedule any Workday refreshes. If repeated installs or project extensions are required due to Workday refreshes, additional services will be required;
Hyland will configure Single-Sign On utilizing SAML 2.0 for OnBase;
Functional and technical Workday experts will be accessible throughout the project;
Hyland is not to be considered the Workday experts;
The Software Workflow solution assumes no custom scripting will be required to accomplish workflow tasks. Any business requirement to add custom scripted elements to the Software Workflow solution will require additional configuration effort;
Hyland will install and configure client side software on up to five (5) workstations for testing and training; and
Hyland is not responsible for the deployment/installation of Software on end user workstations except what is provided within the scope of this document. Hyland will work with Customer’s system administrator to identify requirements, test installation processes, and provide general consulting on the topic; however, it is ultimately Customer’s responsibility to deploy remaining Software to end user workstations.

Exclusions

The following items are considered out of scope for this engagement:

Line item detail capture for Non-PO invoices including general ledger information;
Auto-coding of GL information for Non-PO invoices;
Invoice approvals within Software;
Worktag coding of invoices within Software;
Automated coding of utility invoices;
Calculation of tolerance levels for line item pairing;
Automated document separation;
Monitoring for time-sensitive items or priority items;
Currency conversions;
The solution does not support for creation of new vendors changes to existing vendors;
Custom SQL reports;
Ad hoc payments; and
Invoices with reference to a Workday contract.

Accounts Payable Deployment Methodology

Requirements Analysis

Included in the project cost is dedicated time for Software solution requirements analysis, documentation, and review. Requirements analysis activities include:

Requirements Capture: Hyland will collaborate with Customer’s project team to discover and define the detailed requirements of the Software solution. Discussions focus on the requirements to meet Customer’s business objectives, including any integration(s) that may be in scope for the project:
1. Customer project team may consist of subject matter experts from the business areas and technical experts from IT, interfaces and applications: and
2. Agenda will reflect a single collaborative session per project area. For example, where the same department is repeated across multiple entities, representatives of each entity should attend requirements gathering sessions.
Requirements Review: Hyland reviews the Requirement Document with Customer’s project team to validate the Software solution requirements. Mutually agreed upon modifications may be made to the document;
Changes to the Software solution and requirements that are not in scope as defined in this Services Proposal will be handled via the change control process; and
Project Schedule: Hyland may update the Preliminary Project Schedule to reflect a more detailed schedule based upon the Workday AP Base Requirements Document.

Solution Build

Included in the project cost is dedicated time to build the Software solution. Solution build activities include:

Hyland will deploy the base Workday solution;
Hyland will provide a walkthrough and a review of prewritten requirements during the discovery phase; and
If there are business requirements outside of the " Workday AP Base Requirements Document ", found in Appendix 3, a change order is required.

In addition to the components included in the Workday AP Base Requirements Document, the customer may select add-on components as shown below using Customer’s annual Change Request allowance. Any add-on components added must be determined during the discovery process.

Examples of Common Add-On Components include the following:

Change Requests Required	Add-On Item	Description
2	Creation of up to two (2) additional document types for scanning and retrieving only	User needs the ability to reference additional document types. System needs the ability to tie additional document types to invoices.
2	Payment Update Process	The system needs the ability to sync additional payment information. Customer will provide a flat file with appropriate information.
2	Additional Queue Creation	The system needs the ability to route to an additional queue. For a listing of standard queues, please reference requirements.
2	Automated Assignment	The system needs the ability to assign AP Processor or Buyer (Each Instance would be considered an automated assignment).Customer will provide a flat file with appropriate information.
2	EDI 810 Import	System needs to import raw EDI 810 data feed to create an image for archival purposes only. This requires an EDI license.
3	Export Image to Workday	OnBase Workflow will export the Invoice Image to a shared directory for the Customer to pick up and ingest into Workday.
3	Keyword Based Security	User security based off of keywords, such as; Company ID, Department, etc.
4	Automated GL Coding for Utility Vendor	System needs the ability to Auto Code Invoices based upon specific criteria. Customer will provide a flat file with appropriate information. One set of GL coding per Vendor ID.
5	Additional Fields Passed to Workday	The System needs the ability to pass the following additional fields to Workday (For a listing of standards fields please reference appendices).

Solution Installation and Configuration: Hyland will install and configure the Software solution to fulfill the documented requirements in the Workday AP Base Requirements Document. Implementation accounts for up to two (2) environments: one (1) Production (PROD) and one (1) Non-Production User Test (“UT”) Lite environment, and
Impacts to the scope as set forth in the Workday AP Base Requirements Document require a Change Order under the Change Control Process.

Testing

Included in the project scope is dedicated time for testing. Unless otherwise noted by the project teams during project planning, the following process is used for the testing of this solution.

System Integration Testing (“SIT”)

Hyland will provide remote support for up to 24 hours during SIT over the period of three (3) business days. SIT testing is a joint effort between Hyland and Customer’s administrators to test Software integration with the Workday system. Customer is responsible for providing the required resources available for integration tests and providing relevant test materials.

Training

Included in the project scope is dedicated time for training. Unless otherwise noted by the project teams during project planning, the following process is used for the training of this solution.

Customer will develop test cases in advance of the testing period of the project;
To prepare Customer’s testing team for executing the test cases, Hyland will provide one (1) two-day training session to familiarize Customer’s power users and administrators with the Software interface, navigation, and configured functionality of the solution; and
Training session is intended for up to seven (7) participants.

User Testing (“UT”)

Included in the project scope is remote support for one (1) UT event. Following the training described above, Customer will schedule its resources to test all defined test cases over a four (4) week period. During this four week testing period, remote support will be provided as follows: (a) during week one, Hyland will provide two (2) Hyland resources for up to a maximum of twelve (12) hours per resource; (b) during week two, Hyland will provide two (2) Hyland resources for up to a maximum of thirty-two (32) hours per resource; and (c) for each of weeks three (3) and four (4), Hyland will provide two (2) resources for up to a maximum of sixteen (16) hours per week for the Capture resource and seventeen (17) hours per week for the OnBase resource.

Customer performs testing and provides Hyland with a notification of any issues based on the test cases developed by Customer in accordance to the requirements defined in the Workday AP Base Requirements Document . Hyland tracks the issues during Customer’s UT process using Hyland’s issue tracking system. Hyland verifies that recorded issues comply with scope defined in the Workday AP Base Requirements Document.

Customer’s administrator will act as first line of support during UT in order to triage issues and work directly with Hyland’s team on issue resolution. If required, Hyland may quote dedicated UT support for an additional cost. Additionally, Hyland may quote extended UT support to coincide with testing cycles for a new Workday Financials deployment, as requested by Customer.

UT is performed and driven by Customer and UT activities should be defined and documented by Customer prior to the start of solution implementation. Multiple, phased UT events will require additional services and are not included within the scope of this solution.

Any additional time or reallocation of time requested for testing or training shall be handled following Hyland’s project change control process.

Go-Live Support

Included in the project scope is dedicated time for go-live activities. Go-live activities include:

The solution will be migrated to the production environment;
Develop a deployment method for Customer to distribute Software to appropriate end users; and
Assist End User’s help desk with resolution of Software questions.

Hyland will provide two (2) resources for up to twenty-four hours per resource of remote support for the first week following go-live. In each of the second and third week following go-live, Hyland will provide two (2) resources for up to nine (9) hours per resource of remote support. Customer’s administrator will act as first line of support post go-live in order to triage issues and work directly with Hyland’s team on issue resolution. If required, Hyland may quote dedicated go-live support for an additional cost. A single go-live will be supported. Multiple, phased go-lives imply additional services and are not included within the scope of this solution.

Appendix 3 – Requirements Document

Click the link below to open and view.

Workday AP Base Requirements Document

Appendix 4 - Description of Add-Ons

The following Add-On Managed Services are available, if applicable.

Add-Ons Available

On-site discovery

Custom Script Requests

Additional Change Request

On-Site Discovery

Custom Script Requests

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the 12-month period.

All standard rules, assumptions and exclusions apply to additional Change Requests.

***End of Document***

Effective June 5th 2023 to December 19th 2023

Download

Accounts Payable (AP) as a Service (APaaS) Schedule

For Workday

Hyland will provide to Customer APaaS (as defined below) during an “Initial Term” as defined in the “Term and Termination” section below. “APaaS” shall mean: (A) Professional Services to the implement one (1) Workday accounts payable Software solution in accordance with Appendix 2: and (B) the Professional Services described in the "Services Description" section and Appendix 1 below;
APaaS supports one (1) production and one (1) non-production environment. Hyland’s involvement may range owning specific tasks to consultation only;
All services will be performed remotely; provided, that if discovery services are purchased as an Add-On Managed service (see Appendix 4 for description), such services will be performed at Customer’s site for up to three (3) days, with the remainder of the work being performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer hereby consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Managed Services are described in Appendix 4. Customer may purchase Add-On Managed Services by designating on the Order Form those Add-On services it requires.

Service Description

“APaaS” means the Professional Services described in the table below. Descriptions of such services are provided in the Appendices below.

Services	APaaS
Accounts Payable Solution Implementation (Appendix 2)	Included
Service Desk	Designated
Service Delivery Manager	Designated
Monthly Activity Report	Included
Administration	Included
Configuration Management Database	Included
Solution Design Documentation	Included
Quarterly Sponsor Review	Included
Long-Term Release Management	Included
Incident	Review Response Resolution
Change	Review Response Resolution
Release	Review Response Resolution
Problem	Review Response Resolution

Assumptions

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Customer is aware that APaaS is intended to assist with specific requests for assistance, and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing or as specified in Appendix 2. Requests for Professional Services that do not constitute APaaS shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below; and
Customer understands APaaS are intended to supplement Customer’s needs beyond standard technical support.

Exclusions

The following items are not covered under APaaS:

Consultation, expertise and/or support of third party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to by Hyland.
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development, unless Customer has purchased Custom Scripting Enhancement/Development as an Add-On Managed Service;
Direct database modifications; and
Full project management and delivery utilizing Hyland’s formal project methodology in any form, other than as specified in Appendix 2; and
Requests for excluded items or Professional Services that do not constitute APaaS may be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Change Control Process.

Initiating Service Requests and Change Requests

Customers shall communicate Service Requests and/or Change Requests to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal;
Unless explicitly identified, all Service Requests and Change Requests must be reported directly to the Service Desk and cannot be communicated through any indirect means. (see appendices);
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Hyland will determine whether the request submitted constitutes a Service Request or a Change Request. If the request is determined to be a Change Request, then Hyland will provide the services described below under “Change Requests.”
Resolution for Service Requests and Change Requests are as follows:
1. Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request;
2. Any Change Request for off-hours maintenance windows, extended involvement such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.

Change Requests

Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change, or consultation services only. Customer’s ability to receive consultation services related to a Change Request shall not be restricted; however, Customer will be limited to thirty (30) elective service engagements in response to Change Requests per twelve (12) month period, to be managed in the following manner:
1. Customer will receive an “account balance” of thirty (30) elective service engagements. All Change Requests for which active services are requested will be charged a minimum of one (1) active service engagement;
  1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland;
  2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes (and will advise Customer of the number of elective service engagements to be charged, if applicable);
  3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iv) below, Hyland will perform the work required to address the Change Request. If Customer’s elective service engagement balance is insufficient, Hyland will perform only consultation services relating to the Change Request (subject to Customer’s election to purchase additional Change Requests);
  4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the APaaS delivery team (such as Software conversions or implementations);
2. Unused elective service engagements will not be rolled over into any subsequent period or renewal term
3. In a single month, Customer may request active services relating to Change Requests that total no more than twenty-five (25) percent of the total annual elective service engagement allotment;
4. Elective service engagements are scheduled services subject to mutually agreed upon timelines;
5. Hyland will prioritize all elective service engagements received from the Customer and will determine the order of changes to be scheduled and completed;
6. Hyland will provide a monthly report of elective service engagement information that will include the following information:
  1. Opening balance
  2. Credits
  3. Debits
  4. Remaining balance
Hyland will make reasonable efforts to respond to emergency Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Requests. Hyland reserves the right to close Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Customer Obligations

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal; and
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination

The Initial Term of this APaaS Schedule is defined in the Order Form.

At least forty-five (45) days prior to the expiration of the Initial Term (or applicable Renewal Term), Hyland will provide an invoice setting forth the fees applicable to the Renewal Term. Such invoice shall be due and payable on or before the first day of the Renewal Term. Hyland may not increase the fees for any Renewal Term in an amount by more than ten (10) percent of the fees payable with respect to the then expiring term.

Appendix 1 – APaaS Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its discretion, provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of APaaS. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s environments; Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently; Escalate Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Business Review(s), as applicable.
Monthly Activity Report	Means reporting services, which Hyland will provide, including: Summary of work and tasks completed, upcoming work, known issues or risks; Summary of outstanding Service Requests and/or Change Requests; and Other reporting details as mutually agreed upon, to provide clear communication paths and to summarize monthly activity.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions; Responding to business needs to create, modify or delete user accounts for existing security groups within the Software; Help maintain non-production environments for testing, training, and/or issue resolution; Respond to questions concerning product capabilities; Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software; Analyzing solution performance trends; and Executing solution optimization tasks.
Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Customer has access to use APaaS for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through APaaS.
Strategic Workshop	Provides one (1) annual engagement designed to help Customer discover the top priorities and deliver a 12-month action plan to achieve quick wins that may drive changes to the Software solution.
Expansion Management	Provides Customer the ability to expand the existing Software solution beyond the scope of the existing business process, delivered by a Hyland resource(s). This includes the ability to implement one (1) expansion workstream. Such services shall consist of technical work only, using existing Software based configuration, and shall exclude any custom development or scripting. These services shall be governed by Customer’s project management.
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of APaaS, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determines is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.
Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer; not the result of Incidents and Problems; scheduled services that the Customer must request and schedule 72 hours in advance; and subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement said response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within its production environment. If a System Outage is caused by Changes requested by Customer to the production environment, Hyland may reverse or “undo” such Changes in order to revert to the previous functionality. Customer is responsible for reporting a System Outage by submitting a Technical Support Case via Hyland Community or contacting Technical Support: https://community.hyland.com/login?returnUrl=/customer-portal/wiki/hyland-support/technical-support-phone-numbers
Service Request	Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages. There are no limitations on the number of Service Requests submitted during the Term. Service Desk will attempt to begin Review of Service Requests within one (1) hour of reported impact during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours.
Change Request	Request by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are categorized based on type of Change Requests. Service Desk will attempt to begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working the next business day.

Appendix 2 – Accounts Payable (AP)

Document Intake

Hyland’s capture suite will be leveraged to import Purchase Order and Non-Purchase Order invoice documents in a variety of ways:

Paper documents will be scanned into Software from one (1) location via scanning workstations or multi-function devices;
Software will monitor a designated e-mail account to import e-mail messages with invoice attachments. Each attachment will be imported as a separate invoice document; and
Software will monitor a designated file directory for import of invoices already in electronic format. Each file will be imported as a separate invoice document;

Brainware for Invoices

The solution will be designed to perform OCR data capture for standard PO and Non-PO invoices as well as Credit Memos. The following are not to be considered standard invoices:

Invoice Statements (forms with multiple Invoice Numbers/Invoice Amounts);
Invoices with multiple PO Numbers;
Expense Reports;
Invoices with data that is hand-printed;
Invoices from countries other than the United States of America;
Non-English language invoices;
Invoices with data in non-US formatted address blocks, phone number, dates, and currency;
Any form that is not a machine-printed invoice falling into the categories of "Purchase Order Invoices" or "Non-Purchase Order Invoices";
Reports;
Intercompany Invoices;
Receipts; and
Check Requests.

The solution will be configured to extract summary level data on both PO and Non-PO based invoices. The following standard header invoice fields will be extracted:

Invoice Number, Invoice Date, Remit To, Subtotal Amount, Tax Amount, Total Amount, PO Number, Currency, Discount Amount (header level extraction only), Freight, and Misc. Amount.

The solution will derive the following additional values from extracted fields listed above:

Company Code, Vendor ID, Vendor Remit Location Code, PO Type, and PO Line Number.

Utility invoices will be treated as a Non-PO invoice. Data will be extracted at the header level only. Automated coding of utility invoices is not included in scope.

Description, Quantity, Unit Price, Line Total, Product Code and Unit of Measure.

Vendor not found, missing/invalid PO, missing/invalid vendor & PO, PO vendor does not equal invoice vendor, invoice amounts do not add up, zero value invoice, and vendor address invalid.

Processing

It is the responsibility of the AP users to check the Software Workflow queues, at least daily, for any document exceptions.

AP staff will have ability to sort and filter invoices staged for review based on summary level values:

Invoice status, vendor name, PO number, invoice number, invoice total, and invoice date.

The AP representative will have the ability to take ownership of an invoice.

Forms

The solution includes two (2) user interfaces for data entry:

The PO invoice interface allows the user to search for valid PO numbers, and to copy PO line values directly from Workday;
The Non-PO invoice interface allows the user to search and assign vendors from Workday via live datasets;

Workday Invoice Creation

If any exceptions are returned from Workday, the invoice will be routed to an exception queue in Software Workflow for further review.

Measure

Hyland will configure the following Dashboard Reports in OnBase:

Exposure and Process Performance (In Process)
User Productivity Report (In Process)
Invoice and Process Activity (In Process)
Top Vendors and Vendor Invoice Information (In Process)
Top Vendors and Vendor Invoice Information (All-Time)
AP Accrual Report
KPI Tracking Report

Hyland will provide and configure the Visibility Monitoring and Reporting tool:

Standard Visibility reports are deployed which provide metrics on extraction, validation, and end user performance related to intelligent capture.

Assumptions

Individual documents are anticipated to be scanned at the same aspect ratio and dimensions, and at a quality of 300 dpi;
Documents processed through OCR must be clean and free of extraneous patterns, images, or any other formatting that would interfere with reading data;
Extraction of data from handwritten invoices or documents is out of scope and will require manual keying in Verifier;
Accuracy of the OCR within Software is based on document quality, information on said document(s), and vendor accounting system information provided to Software. The amount of manual intervention or validation is unknown until testing commences, however, Hyland will work with Customer to identify and work towards the highest percentage available based on timelines and budget;
The solution assumes all invoices processed will have a maximum of one (1) PO number per invoice and will contain goods or services, not both;
Three-way matching is not supported;
Assumptions regarding Customer provided Vendor Master and PO data include but aren’t limited to:
1. Data will be validated against one (1) single external data source;
2. Customer data must be up to date and can be accurately matched to vendor and PO data present on an invoice;
3. If during testing, Vendor Master and PO data is determined to be out of alignment with standard accounting procedures, this could result in a scope change and/or extension to the project timeline:
  1. Examples include duplicate vendors, incomplete vendor and PO records, not closing PO’s, etc.
4. Customer vendor data must be provided by database views or CSV files.
Documents will be processed in Brainware as one (1) document per batch;
Credit Memos will be processed as a Non-PO invoice with a negative invoice amount;
Solution will be deployed on OnBase EP3 or higher. Upgrade services may be scoped separately where required;
The solution will leverage pre-configured forms for PO and Non-PO invoices. Customization of these forms is not included in this engagement;
Purchase orders are stored and maintained in Workday;
Software reports measure only data stored in the Software application via standard report providers;
Customer will have a fully functioning Workday test environment during implementation of Software;
Customer will work with Hyland to schedule any Workday refreshes. If repeated installs or project extensions are required due to Workday refreshes, additional services will be required;
Hyland will configure Single-Sign On utilizing SAML 2.0 for OnBase;
Functional and technical Workday experts will be accessible throughout the project;
Hyland is not to be considered the Workday experts;
The Software Workflow solution assumes no custom scripting will be required to accomplish workflow tasks. Any business requirement to add custom scripted elements to the Software Workflow solution will require additional configuration effort;
Hyland will install and configure client side software on up to five (5) workstations for testing and training; and
Hyland is not responsible for the deployment/installation of Software on end user workstations except what is provided within the scope of this document. Hyland will work with Customer’s system administrator to identify requirements, test installation processes, and provide general consulting on the topic; however, it is ultimately Customer’s responsibility to deploy remaining Software to end user workstations.

Exclusions

The following items are considered out of scope for this engagement:

Line item detail capture for Non-PO invoices including general ledger information;
Auto-coding of GL information for Non-PO invoices;
Invoice approvals within Software;
Worktag coding of invoices within Software;
Automated coding of utility invoices;
Calculation of tolerance levels for line item pairing;
Automated document separation;
Monitoring for time-sensitive items or priority items;
Currency conversions;
The solution does not support for creation of new vendors changes to existing vendors;
Custom SQL reports;
Ad hoc payments; and
Invoices with reference to a Workday contract.

Accounts Payable Deployment Methodology

Requirements Analysis

Included in the project cost is dedicated time for Software solution requirements analysis, documentation, and review. Requirements analysis activities include:

Requirements Capture: Hyland will collaborate with Customer’s project team to discover and define the detailed requirements of the Software solution. Discussions focus on the requirements to meet Customer’s business objectives, including any integration(s) that may be in scope for the project:
1. Customer project team may consist of subject matter experts from the business areas and technical experts from IT, interfaces and applications: and
2. Agenda will reflect a single collaborative session per project area. For example, where the same department is repeated across multiple entities, representatives of each entity should attend requirements gathering sessions.
Requirements Review: Hyland reviews the Requirement Document with Customer’s project team to validate the Software solution requirements. Mutually agreed upon modifications may be made to the document;
Changes to the Software solution and requirements that are not in scope as defined in this Services Proposal will be handled via the change control process; and
Project Schedule: Hyland may update the Preliminary Project Schedule to reflect a more detailed schedule based upon the Workday AP Base Requirements Document.

Solution Build

Included in the project cost is dedicated time to build the Software solution. Solution build activities include:

Hyland will deploy the base Workday solution;
Hyland will provide a walkthrough and a review of prewritten requirements during the discovery phase; and
If there are business requirements outside of the " Workday AP Base Requirements Document ", found in Appendix 3, a change order is required.

Examples of Common Add-On Components include the following:

Change Requests Required	Add-On Item	Description
2	Creation of up to two (2) additional document types for scanning and retrieving only	User needs the ability to reference additional document types. System needs the ability to tie additional document types to invoices.
2	Payment Update Process	The system needs the ability to sync additional payment information. Customer will provide a flat file with appropriate information.
2	Additional Queue Creation	The system needs the ability to route to an additional queue. For a listing of standard queues, please reference requirements.
2	Automated Assignment	The system needs the ability to assign AP Processor or Buyer (Each Instance would be considered an automated assignment).Customer will provide a flat file with appropriate information.
2	EDI 810 Import	System needs to import raw EDI 810 data feed to create an image for archival purposes only. This requires an EDI license.
3	Export Image to Workday	OnBase Workflow will export the Invoice Image to a shared directory for the Customer to pick up and ingest into Workday.
3	Keyword Based Security	User security based off of keywords, such as; Company ID, Department, etc.
4	Automated GL Coding for Utility Vendor	System needs the ability to Auto Code Invoices based upon specific criteria. Customer will provide a flat file with appropriate information. One set of GL coding per Vendor ID.
5	Additional Fields Passed to Workday	The System needs the ability to pass the following additional fields to Workday (For a listing of standards fields please reference appendices).

Solution Installation and Configuration: Hyland will install and configure the Software solution to fulfill the documented requirements in the Workday AP Base Requirements Document. Implementation accounts for up to two (2) environments: one (1) Production (PROD) and one (1) Non-Production User Test (“UT”) Lite environment, and
Impacts to the scope as set forth in the Workday AP Base Requirements Document require a Change Order under the Change Control Process.

Testing

Included in the project scope is dedicated time for testing. Unless otherwise noted by the project teams during project planning, the following process is used for the testing of this solution.

System Integration Testing (“SIT”)

Training

Included in the project scope is dedicated time for training. Unless otherwise noted by the project teams during project planning, the following process is used for the training of this solution.

Customer will develop test cases in advance of the testing period of the project;
To prepare Customer’s testing team for executing the test cases, Hyland will provide one (1) two-day training session to familiarize Customer’s power users and administrators with the Software interface, navigation, and configured functionality of the solution; and
Training session is intended for up to seven (7) participants.

User Testing (“UT”)

Any additional time or reallocation of time requested for testing or training shall be handled following Hyland’s project change control process.

Go-Live Support

Included in the project scope is dedicated time for go-live activities. Go-live activities include:

The solution will be migrated to the production environment;
Develop a deployment method for Customer to distribute Software to appropriate end users; and
Assist End User’s help desk with resolution of Software questions.

Appendix 3 – Requirements Document

Click the link below to open and view.

Workday AP Base Requirements Document

Appendix 4 - Description of Add-Ons

The following Add-On Managed Services are available, if applicable.

Add-Ons Available

On-site discovery

Custom Script Enhancement(s) and/or Development Blocks

Additional Change Request Blocks

On-Site Discovery

Custom Script Enhancement(s)/Development Requests

Customer will be entitled to a quantity of Custom Script Enhancement(s)/ Development Requests designated by Hyland for use during the Initial Term (with each quantity, as specified on the Order Form, being comprised of five requests), which will be managed in the following manner:
1. All Custom Script Enhancement(s)/Development Requests will be charged a minimum of one (1) change per request;
2. Unused Custom Script Enhancement(s)/Development Requests will not be rolled over into any subsequent period or renewal term;
3. Hyland will evaluate all Custom Script Enhancement(s)/Development Requests to determine work effort associated with the request;
  1. Hyland reserves the right to charge multiple change requests from the account balance for requests which encompass multiple component changes;
  2. Hyland reserves the right to recommend a separate Professional Services engagement for requested changes which are determined to exceed the available balance of change requests for work which are not typically addressed by the managed services delivery team (such as Software conversions);
4. In a single month, Customer may submit Custom Script Enhancement(s)/Development Requests that total no more than twenty-five (25) percent of the total annual Custom Script Enhancement(s)/Development request allotment;
5. Custom Script Enhancement(s)/Development Requests are scheduled services with mutually agreed upon timelines;
6. Hyland will prioritize all Custom Script Enhancement(s)/Development Requests received from the Customer and will determine the order of changes to be scheduled and completed;
7. Hyland will provide a monthly report of Custom Script Enhancement(s)/Development Request information that will include the following information:
  1. Opening balance
  2. Credits
  3. Debits
  4. Remaining balance
Hyland will make reasonable efforts to respond to Emergency Custom Script Enhancement(s)/Development Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Custom Script Enhancement(s)/Development Requests. Hyland reserves the right to close Custom Script Enhancement(s)/Development Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation;
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the 12-month period.

All standard rules, assumptions and exclusions apply to additional Change Requests.

***End of Document***

Effective May 4th 2023 to June 5th 2023

Download

Accounts Payable (AP) as a Service (APaaS) Schedule

For Workday

Hyland will provide to Customer APaaS (as defined below) during an “Initial Term” as defined in the “Term and Termination” section below. “APaaS” shall mean: (A) Professional Services to the implement one (1) Workday accounts payable Software solution in accordance with Appendix 2: and (B) the Professional Services described in the "Services Description" section and Appendix 1 below;
APaaS supports one (1) production and one (1) non-production environment. Hyland’s involvement may range owning specific tasks to consultation only;
All services will be performed remotely; provided, that if discovery services are purchased as an Add-On Managed service (see Appendix 4 for description), such services will be performed at Customer’s site for up to three (3) days, with the remainder of the work being performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer hereby consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Managed Services are described in Appendix 4. Customer may purchase Add-On Managed Services by designating on the Order Form those Add-On services it requires.

Service Description

“APaaS” means the Professional Services described in the table below. Descriptions of such services are provided in the Appendices below.

Services	APaaS
Accounts Payable Solution Implementation (Appendix 2)	Included
Service Desk	Designated
Service Delivery Manager	Designated
Monthly Activity Report	Included
Administration	Included
Configuration Management Database	Included
Solution Design Documentation	Included
Quarterly Sponsor Review	Included
Long-Term Release Management	Included
Incident	Review Response Resolution
Change	Review Response Resolution
Release	Review Response Resolution
Problem	Review Response Resolution

Assumptions

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Customer is aware that APaaS is intended to assist with specific requests for assistance, and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing or as specified in Appendix 2. Requests for Professional Services that do not constitute APaaS shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below; and
Customer understands APaaS are intended to supplement Customer’s needs beyond standard technical support.

Exclusions

The following items are not covered under APaaS:

Consultation, expertise and/or support of third party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to by Hyland.
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development, unless Customer has purchased Custom Scripting Enhancement/Development as an Add-On Managed Service;
Direct database modifications; and
Full project management and delivery utilizing Hyland’s formal project methodology in any form, other than as specified in Appendix 2; and
Requests for excluded items or Professional Services that do not constitute APaaS may be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Change Control Process.

Initiating Service Requests and Change Requests

Customers shall communicate Service Requests and/or Change Requests to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal;
Unless explicitly identified, all Service Requests and Change Requests must be reported directly to the Service Desk and cannot be communicated through any indirect means. (see appendices);
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Hyland will determine whether the request submitted constitutes a Service Request or a Change Request. If the request is determined to be a Change Request, then Hyland will provide the services described below under “Change Requests.”
Resolution for Service Requests and Change Requests are as follows:
1. Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request;
2. Any Change Request for off-hours maintenance windows, extended involvement such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.

Change Requests

Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change, or consultation services only. Customer’s ability to receive consultation services related to a Change Request shall not be restricted; however, Customer will be limited to thirty (30) elective service engagements in response to Change Requests per twelve (12) month period, to be managed in the following manner:
1. Customer will receive an “account balance” of thirty (30) elective service engagements. All Change Requests for which active services are requested will be charged a minimum of one (1) active service engagement;
  1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland;
  2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes (and will advise Customer of the number of elective service engagements to be charged, if applicable);
  3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iv) below, Hyland will perform the work required to address the Change Request. If Customer’s elective service engagement balance is insufficient, Hyland will perform only consultation services relating to the Change Request (subject to Customer’s election to purchase additional Change Requests);
  4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the APaaS delivery team (such as Software conversions or implementations);
2. Unused elective service engagements will not be rolled over into any subsequent period or renewal term
3. In a single month, Customer may request active services relating to Change Requests that total no more than twenty-five (25) percent of the total annual elective service engagement allotment;
4. Elective service engagements are scheduled services subject to mutually agreed upon timelines;
5. Hyland will prioritize all elective service engagements received from the Customer and will determine the order of changes to be scheduled and completed;
6. Hyland will provide a monthly report of elective service engagement information that will include the following information:
  1. Opening balance
  2. Credits
  3. Debits
  4. Remaining balance
Hyland will make reasonable efforts to respond to emergency Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Requests. Hyland reserves the right to close Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Customer Obligations

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal;
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution; and
Customer is specifically prohibited from assigning or using any Resource in a manner which violates the terms of Customer’s license to Software.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination

The Initial Term of this APaaS Schedule is defined in the Order Form.

At least forty-five (45) days prior to the expiration of the Initial Term (or applicable Renewal Term), Hyland will provide an invoice setting forth the fees applicable to the Renewal Term. Such invoice shall be due and payable on or before the first day of the Renewal Term. Hyland may not increase the fees for any Renewal Term in an amount by more than ten (10) percent of the fees payable with respect to the then expiring term.

Appendix 1 – APaaS Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its discretion, provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of APaaS. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s environments; Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently; Escalate Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Business Review(s), as applicable.
Monthly Activity Report	Means reporting services, which Hyland will provide, including: Summary of work and tasks completed, upcoming work, known issues or risks; Summary of outstanding Service Requests and/or Change Requests; and Other reporting details as mutually agreed upon, to provide clear communication paths and to summarize monthly activity.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions; Responding to business needs to create, modify or delete user accounts for existing security groups within the Software; Help maintain non-production environments for testing, training, and/or issue resolution; Respond to questions concerning product capabilities; Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software; Analyzing solution performance trends; and Executing solution optimization tasks.
Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Customer has access to use APaaS for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through APaaS.
Strategic Workshop	Provides one (1) annual engagement designed to help Customer discover the top priorities and deliver a 12-month action plan to achieve quick wins that may drive changes to the Software solution.
Expansion Management	Provides Customer the ability to expand the existing Software solution beyond the scope of the existing business process, delivered by a Hyland resource(s). This includes the ability to implement one (1) expansion workstream. Such services shall consist of technical work only, using existing Software based configuration, and shall exclude any custom development or scripting. These services shall be governed by Customer’s project management.
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of APaaS, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determines is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.
Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer; not the result of Incidents and Problems; scheduled services that the Customer must request and schedule 72 hours in advance; and subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement said response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within its production environment.
Service Request	Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages. There are no limitations on the number of Service Requests submitted during the Term. Service Desk will attempt to begin Review of Service Requests within one (1) hour of reported impact during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours.
Change Request	Request by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are categorized based on type of Change Requests. Service Desk will attempt to begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working the next business day.

Appendix 2 – Accounts Payable (AP)

Document Intake

Hyland’s capture suite will be leveraged to import Purchase Order and Non-Purchase Order invoice documents in a variety of ways:

Paper documents will be scanned into Software from one (1) location via scanning workstations or multi-function devices;
Software will monitor a designated e-mail account to import e-mail messages with invoice attachments. Each attachment will be imported as a separate invoice document; and
Software will monitor a designated file directory for import of invoices already in electronic format. Each file will be imported as a separate invoice document;

Brainware for Invoices

The solution will be designed to perform OCR data capture for standard PO and Non-PO invoices as well as Credit Memos. The following are not to be considered standard invoices:

Invoice Statements (forms with multiple Invoice Numbers/Invoice Amounts);
Invoices with multiple PO Numbers;
Expense Reports;
Invoices with data that is hand-printed;
Invoices from countries other than the United States of America;
Non-English language invoices;
Invoices with data in non-US formatted address blocks, phone number, dates, and currency;
Any form that is not a machine-printed invoice falling into the categories of "Purchase Order Invoices" or "Non-Purchase Order Invoices";
Reports;
Intercompany Invoices;
Receipts; and
Check Requests.

The solution will be configured to extract summary level data on both PO and Non-PO based invoices. The following standard header invoice fields will be extracted:

Invoice Number, Invoice Date, Remit To, Subtotal Amount, Tax Amount, Total Amount, PO Number, Currency, Discount Amount (header level extraction only), Freight, and Misc. Amount.

The solution will derive the following additional values from extracted fields listed above:

Company Code, Vendor ID, Vendor Remit Location Code, PO Type, and PO Line Number.

Utility invoices will be treated as a Non-PO invoice. Data will be extracted at the header level only. Automated coding of utility invoices is not included in scope.

Description, Quantity, Unit Price, Line Total, Product Code and Unit of Measure.

Vendor not found, missing/invalid PO, missing/invalid vendor & PO, PO vendor does not equal invoice vendor, invoice amounts do not add up, zero value invoice, and vendor address invalid.

Processing

It is the responsibility of the AP users to check the Software Workflow queues, at least daily, for any document exceptions.

AP staff will have ability to sort and filter invoices staged for review based on summary level values:

Invoice status, vendor name, PO number, invoice number, invoice total, and invoice date.

The AP representative will have the ability to take ownership of an invoice.

Forms

The solution includes two (2) user interfaces for data entry:

The PO invoice interface allows the user to search for valid PO numbers, and to copy PO line values directly from Workday;
The Non-PO invoice interface allows the user to search and assign vendors from Workday via live datasets;

Workday Invoice Creation

If any exceptions are returned from Workday, the invoice will be routed to an exception queue in Software Workflow for further review.

Measure

Hyland will configure the following Dashboard Reports in OnBase:

Exposure and Process Performance (In Process)
User Productivity Report (In Process)
Invoice and Process Activity (In Process)
Top Vendors and Vendor Invoice Information (In Process)
Top Vendors and Vendor Invoice Information (All-Time)
AP Accrual Report
KPI Tracking Report

Hyland will provide and configure the Visibility Monitoring and Reporting tool:

Standard Visibility reports are deployed which provide metrics on extraction, validation, and end user performance related to intelligent capture.

Assumptions

Individual documents are anticipated to be scanned at the same aspect ratio and dimensions, and at a quality of 300 dpi;
Documents processed through OCR must be clean and free of extraneous patterns, images, or any other formatting that would interfere with reading data;
Extraction of data from handwritten invoices or documents is out of scope and will require manual keying in Verifier;
Accuracy of the OCR within Software is based on document quality, information on said document(s), and vendor accounting system information provided to Software. The amount of manual intervention or validation is unknown until testing commences, however, Hyland will work with Customer to identify and work towards the highest percentage available based on timelines and budget;
The solution assumes all invoices processed will have a maximum of one (1) PO number per invoice and will contain goods or services, not both;
Three-way matching is not supported;
Assumptions regarding Customer provided Vendor Master and PO data include but aren’t limited to:
1. Data will be validated against one (1) single external data source;
2. Customer data must be up to date and can be accurately matched to vendor and PO data present on an invoice;
3. If during testing, Vendor Master and PO data is determined to be out of alignment with standard accounting procedures, this could result in a scope change and/or extension to the project timeline:
  1. Examples include duplicate vendors, incomplete vendor and PO records, not closing PO’s, etc.
4. Customer vendor data must be provided by database views or CSV files.
Documents will be processed in Brainware as one (1) document per batch;
Credit Memos will be processed as a Non-PO invoice with a negative invoice amount;
Solution will be deployed on OnBase EP3 or higher. Upgrade services may be scoped separately where required;
The solution will leverage pre-configured forms for PO and Non-PO invoices. Customization of these forms is not included in this engagement;
Purchase orders are stored and maintained in Workday;
Software reports measure only data stored in the Software application via standard report providers;
Customer will have a fully functioning Workday test environment during implementation of Software;
Customer will work with Hyland to schedule any Workday refreshes. If repeated installs or project extensions are required due to Workday refreshes, additional services will be required;
Hyland will configure Single-Sign On utilizing SAML 2.0 for OnBase;
Functional and technical Workday experts will be accessible throughout the project;
Hyland is not to be considered the Workday experts;
The Software Workflow solution assumes no custom scripting will be required to accomplish workflow tasks. Any business requirement to add custom scripted elements to the Software Workflow solution will require additional configuration effort;
Hyland will install and configure client side software on up to five (5) workstations for testing and training; and
Hyland is not responsible for the deployment/installation of Software on end user workstations except what is provided within the scope of this document. Hyland will work with Customer’s system administrator to identify requirements, test installation processes, and provide general consulting on the topic; however, it is ultimately Customer’s responsibility to deploy remaining Software to end user workstations.

Exclusions

The following items are considered out of scope for this engagement:

Line item detail capture for Non-PO invoices including general ledger information;
Auto-coding of GL information for Non-PO invoices;
Invoice approvals within Software;
Worktag coding of invoices within Software;
Automated coding of utility invoices;
Calculation of tolerance levels for line item pairing;
Automated document separation;
Monitoring for time-sensitive items or priority items;
Currency conversions;
The solution does not support for creation of new vendors changes to existing vendors;
Custom SQL reports;
Ad hoc payments; and
Invoices with reference to a Workday contract.

Accounts Payable Deployment Methodology

Requirements Analysis

Included in the project cost is dedicated time for Software solution requirements analysis, documentation, and review. Requirements analysis activities include:

Requirements Capture: Hyland will collaborate with Customer’s project team to discover and define the detailed requirements of the Software solution. Discussions focus on the requirements to meet Customer’s business objectives, including any integration(s) that may be in scope for the project:
1. Customer project team may consist of subject matter experts from the business areas and technical experts from IT, interfaces and applications: and
2. Agenda will reflect a single collaborative session per project area. For example, where the same department is repeated across multiple entities, representatives of each entity should attend requirements gathering sessions.
Requirements Review: Hyland reviews the Requirement Document with Customer’s project team to validate the Software solution requirements. Mutually agreed upon modifications may be made to the document;
Changes to the Software solution and requirements that are not in scope as defined in this Services Proposal will be handled via the change control process; and
Project Schedule: Hyland may update the Preliminary Project Schedule to reflect a more detailed schedule based upon the Workday AP Base Requirements Document.

Solution Build

Included in the project cost is dedicated time to build the Software solution. Solution build activities include:

Hyland will deploy the base Workday solution;
Hyland will provide a walkthrough and a review of prewritten requirements during the discovery phase; and
If there are business requirements outside of the " Workday AP Base Requirements Document ", found in Appendix 3, a change order is required.

Examples of Common Add-On Components include the following:

Change Requests Required	Add-On Item	Description
2	Creation of up to two (2) additional document types for scanning and retrieving only	User needs the ability to reference additional document types. System needs the ability to tie additional document types to invoices.
2	Payment Update Process	The system needs the ability to sync additional payment information. Customer will provide a flat file with appropriate information.
2	Additional Queue Creation	The system needs the ability to route to an additional queue. For a listing of standard queues, please reference requirements.
2	Automated Assignment	The system needs the ability to assign AP Processor or Buyer (Each Instance would be considered an automated assignment).Customer will provide a flat file with appropriate information.
2	EDI 810 Import	System needs to import raw EDI 810 data feed to create an image for archival purposes only. This requires an EDI license.
3	Export Image to Workday	OnBase Workflow will export the Invoice Image to a shared directory for the Customer to pick up and ingest into Workday.
3	Keyword Based Security	User security based off of keywords, such as; Company ID, Department, etc.
4	Automated GL Coding for Utility Vendor	System needs the ability to Auto Code Invoices based upon specific criteria. Customer will provide a flat file with appropriate information. One set of GL coding per Vendor ID.
5	Additional Fields Passed to Workday	The System needs the ability to pass the following additional fields to Workday (For a listing of standards fields please reference appendices).

Solution Installation and Configuration: Hyland will install and configure the Software solution to fulfill the documented requirements in the Workday AP Base Requirements Document. Implementation accounts for up to two (2) environments: one (1) Production (PROD) and one (1) Non-Production User Test (“UT”) Lite environment, and
Impacts to the scope as set forth in the Workday AP Base Requirements Document require a Change Order under the Change Control Process.

Testing

Included in the project scope is dedicated time for testing. Unless otherwise noted by the project teams during project planning, the following process is used for the testing of this solution.

System Integration Testing (“SIT”)

Training

Included in the project scope is dedicated time for training. Unless otherwise noted by the project teams during project planning, the following process is used for the training of this solution.

Customer will develop test cases in advance of the testing period of the project;
To prepare Customer’s testing team for executing the test cases, Hyland will provide one (1) two-day training session to familiarize Customer’s power users and administrators with the Software interface, navigation, and configured functionality of the solution; and
Training session is intended for up to seven (7) participants.

User Testing (“UT”)

Any additional time or reallocation of time requested for testing or training shall be handled following Hyland’s project change control process.

Go-Live Support

Included in the project scope is dedicated time for go-live activities. Go-live activities include:

The solution will be migrated to the production environment;
Develop a deployment method for Customer to distribute Software to appropriate end users; and
Assist End User’s help desk with resolution of Software questions.

Appendix 3 – Requirements Document

Click the link below to open and view.

Workday AP Base Requirements Document

Appendix 4 - Description of Add-Ons

The following Add-On Managed Services are available, if applicable.

Add-Ons Available

On-site discovery

Custom Script Enhancement(s) and/or Development Blocks

Additional Change Request Blocks

On-Site Discovery

Custom Script Enhancement(s)/Development Requests

Customer will be entitled to a quantity of Custom Script Enhancement(s)/ Development Requests designated by Hyland for use during the Initial Term (with each quantity, as specified on the Order Form, being comprised of five requests), which will be managed in the following manner:
1. All Custom Script Enhancement(s)/Development Requests will be charged a minimum of one (1) change per request;
2. Unused Custom Script Enhancement(s)/Development Requests will not be rolled over into any subsequent period or renewal term;
3. Hyland will evaluate all Custom Script Enhancement(s)/Development Requests to determine work effort associated with the request;
  1. Hyland reserves the right to charge multiple change requests from the account balance for requests which encompass multiple component changes;
  2. Hyland reserves the right to recommend a separate Professional Services engagement for requested changes which are determined to exceed the available balance of change requests for work which are not typically addressed by the managed services delivery team (such as Software conversions);
4. In a single month, Customer may submit Custom Script Enhancement(s)/Development Requests that total no more than twenty-five (25) percent of the total annual Custom Script Enhancement(s)/Development request allotment;
5. Custom Script Enhancement(s)/Development Requests are scheduled services with mutually agreed upon timelines;
6. Hyland will prioritize all Custom Script Enhancement(s)/Development Requests received from the Customer and will determine the order of changes to be scheduled and completed;
7. Hyland will provide a monthly report of Custom Script Enhancement(s)/Development Request information that will include the following information:
  1. Opening balance
  2. Credits
  3. Debits
  4. Remaining balance
Hyland will make reasonable efforts to respond to Emergency Custom Script Enhancement(s)/Development Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Custom Script Enhancement(s)/Development Requests. Hyland reserves the right to close Custom Script Enhancement(s)/Development Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation;
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the 12-month period.

All standard rules, assumptions and exclusions apply to additional Change Requests.

***End of Document***

IAConnect AP Base Requirements Document

Version

Effective May 8th 2023

Download

IAConnect AP Base Requirements Document

Requirement #	Functional Area	Functional Process	Full User Story Text	Completion Criteria	Additional Notes
AIP-CAP-001	Capture	Invoice Import	AIP-CAP-001 - As the System I shall be able to process emailed invoices, so that the body of the email is saved as a supporting document.	1. System checks for new emails with attachment(s) 2. System creates a new document in OnBase for each attachment	Assumes Mailbox Importer was purchased
AIP-CAP-002	Capture	Invoice Import	AIP-CAP-002 - As the System I shall be able to process emailed invoices, so that so that file attachments are included as an invoice for payment.	1. System checks for new emails with attachment(s) 2. System creates a supporting document out of the email body for the invoice attachment	Assumes Mailbox Importer was purchased
AIP-CAP-003	Capture	Invoice Import	AIP-CAP-003 - As the AP User I shall be able to process emailed invoices, so that so that invoice attachments are QA'd for page order and invoice accuracy.	1. AP Processor reviews batches in CPD and uses image correction and QA tools to modify as needed
AIP-CAP-004	Capture	Invoice Scanning	AIP-CAP-004 - As the AP Scanner I shall be able to scan invoice documents, so that hard copy invoices can be processed.	1. AP Processor uses OnBase client to scan documents in using a local scanner 2. OnBase will ingest the document and send to CPD for Batch QA
AIP-CAP-005	Capture	Invoice Scanning	AIP-CAP-005 - As the AP Scanner I shall be able to Rescan pages, so that the documents accurate and acceptable for OCR processing.	1. AP Processor reviews batches in CPD and uses image correction and QA tools to modify as needed
AIP-CAP-006	Capture	Invoice Scanning	AIP-CAP-006 - As the AP Scanner I shall be able to delete pages, so that the documents accurate and acceptable for OCR processing.	1. AP Processor reviews batches in CPD and uses image correction and QA tools to modify as needed
AIP-CAP-007	Capture	Invoice Scanning	AIP-CAP-007 - As the AP Scanner I shall be able to rotate page images, so that the documents accurate and acceptable for OCR processing.	1. AP Processor reviews batches in CPD and uses image correction and QA tools to modify as needed
AIP-CAP-008	Capture	Invoice Scanning	AIP-CAP-008 - As the AP Scanner I shall be able to reorder pages, so that the documents accurate and acceptable for OCR processing.	1. AP Processor reviews batches in CPD and uses image correction and QA tools to modify as needed
AIP-CAP-009	Capture	Invoice Processing	AIP-CAP-009 - As the System I shall be able to prepare documents in one document batches, so that Brainware can OCR and Validate invoice data. .	1. System imports new invoices as sent from OnBase 2. System creates one batch per invoice file
AIP-CAP-010	Capture	Invoice OCR	AIP-CAP-010 - As the System I shall be able to OCR and Extract header level fields for PO Invoices, so that data can be validated against ERP data.	1. System performs OCR and extraction, and validates against ERP data source
AIP-CAP-011	Capture	Invoice OCR	AIP-CAP-011 - As the System I shall be able to OCR and Extract line level fields for PO Invoices, so that data can be validated against ERP data.	1. System performs OCR and extraction, and validates against ERP data source
AIP-CAP-012	Capture	Invoice OCR	AIP-CAP-012 - As the System I shall be able to OCR and Extract header level fields for Non PO Invoices, so that data can be validated against ERP data.	1. System performs OCR and extraction, and validates against ERP data source
AIP-CAP-013	Capture	Invoice Processing	AIP-CAP-013 - As the System I shall be able to Calculate the total miscellaneous amount across summary and line data, so that the total miscellaneous amount can be exported to OnBase at the summary level.	1. System performs OCR and extraction, and performs calculation
AIP-CAP-014	Capture	Invoice Processing	AIP-CAP-014 - As the System I shall be able to Derive invoice values from the PO number, so that PO data captured from the invoice is verified against ERP data.	1. System uses extracted invoice data and ERP data source to look up and validate related PO data
AIP-CAP-015	Capture	Invoice Processing	AIP-CAP-015 - As the System I shall be able to Derive vendor id and vendor site id from the remit information on the invoice, so that vendor data captured from the image is verified against ERP data.	1. System uses extracted invoice data and ERP data source to look up and validate related vendor data
AIP-CAP-016	Capture	Invoice Processing	AIP-CAP-016 - As the System I shall be able to Derive PO line number from line item data, so that PO line data captured from the image is verified against ERP line data.	1. System uses extracted invoice data and ERP data source to look up and validate related PO line data
AIP-CAP-017	Capture	Invoice OCR	AIP-CAP-017 - As the System I shall be able to Import OCR verified data and apply to the original document, so that data can be validated against ERP data.	1. System imports data from OCR process and re-indexes document in OnBase 2. System then evaluates data and routes to destination in Workflow
AIP-CAP-018	Capture	Void Document Import	AIP-CAP-018 - As the System I shall be able to Evaluate void reasons, so that documents requiring separation are routed to a user for correction.	1. System evaluates the Invalid Reason Code and routes to corresponding destination in Workflow
AIP-CAP-019	Capture	Void Document Import	AIP-CAP-019 - As the System I shall be able to Evaluate void reasons, so that documents requiring re-indexing to supporting documentation are automatically reindexed.	1. System evaluates the Invalid Reason Code and routes to corresponding destination in Workflow
AIP-CAP-020	Capture	Void Document Import	AIP-CAP-020 - As the System I shall be able to Evaluate void reasons, so that document requiring deletion are automatically re-indexed as a AP - Deleted Document.	1. System evaluates the Invalid Reason Code and routes to corresponding destination in Workflow
AIP-CAP-021	Capture	Vendor Lookup Resolution	AIP-CAP-021 - As the System I shall be able to Evaluate vendor issue reasons, so that Vendor data that is not able to be verified with the ERP during capture is routed to the Vendor Master team for review.	1. System uses extracted invoice data and ERP data source to look up and validate related vendor data. 2. System routes invoices with a status of Vendor Not Found to the Vendor Master team.
AIP-CAP-022	Capture	Invoice Submission	AIP-CAP-022 - As the User I shall be able to Submit an invoice to a centralized email box, so that Invoices are properly routed for OCR image capture.	1. Users shall be able to submit emails/attachments to a centralized mailbox to be set up by KBR. 2. Invoices are converted into TIFF format before routing for OCR. 2. Attachments are considered invoices and emails are considered supporting documents. 3. Invoices are routed for OCR Image capture within Brainware.
AIP-MNG-023	Manage	Invoice Processing	AIP-MNG-023 - As the System I shall be able to identify a duplicate invoice, so that suspected duplicates are routed for proper processing actions.	1. System shall look at Vendor ID, Invoice Date, Invoice Amount, and Invoice Number to determine potential duplicate invoices. 2. System shall route potential duplicates to the Rejected Queue to await further action. 3. System prompts Accounting Representative with a messaging saying that the invoice is a possible duplicate
AIP-MNG-024	Manage	Invoice Processing	AIP-MNG-024 - As the AP Processor I shall be able to View other AP Processors assigned invoices, so that I can process invoices on behalf of the assigned user.	1. The Accounting Representative clicks Queue Administration, then Show other user's documents. 2. The System displays a listing of Accounting Representatives. 3. The Accounting Representative selects the user they wish to process invoices on behalf of.
AIP-MNG-025	Manage	Invoice Processing	AIP-MNG-025 - As the AP Manager I shall be able to Reassign an invoice, so that an alternative AP Representative can process the invoice.	1. The AP Manager clicks reassign invoice 2. The System displays a listing of AP Manager 3. The AP Manager chooses an alternative member 4. The invoice is reassigned to the alternative member of Accounts Payable
AIP-MNG-026	Manage	Invoice Processing	AIP-MNG-026 - As the System I shall be able to base Vendor Terms and Due Date off of Invoice Receipt Date, so that invoices may be processed with proper dates for visibility.	1. System uses Invoice Receipt Date in place of Invoice Date to determine Due Date based off of Vendor Terms.
AIP-MNG-027	Manage	Invoice Processing	AIP-MNG-027 - As the AP Processor, or AP Manager I shall be able to place an invoice on hold, so that invoices that require additional information can be removed from the initial processing queue.	1. AP Processor clicks the "Hold Invoice" Task 2. System asks for a hold reason. 3. Accounting Representative enters a Hold reason on a note. 4. AP Processor selects the date the invoice should be held until. 5. Invoice transitions to the Hold Queue
AIP-MNG-028	Manage	Invoice Processing	AIP-MNG-028 - As the AP Processor, or AP Manager I shall be able to remove an invoice from Hold, so that Invoice can be processed.	1. AP Processor clicks the "Remove Hold" Ad Hoc Task 2. The Invoice transitions to the AP Initial Review Queue for processing.
AIP-MNG-029	Manage	Invoice Processing	AIP-MNG-029 - As the System I shall be able to notify an AP Processor, as well as the AP Manager of an invoice reaching its hold date, so that invoices placed on hold may begin reprocessing.	1. System sends an email to the AP Processor who initiated the hold, on the date the invoice was denoted to be held until.
AIP-MNG-030	Manage	Invoice Processing	AIP-MNG-030 - As the AP Processor I shall be able to Reindex an invoice, so that invoices may be updated with proper information for processing.	1. AP Processor clicks the "Index Invoice" task. 2. The System presents the IAConnect indexing form. 3. AP Processor has the ability to modify Invoice Header information in order for processing to continue.
AIP-MNG-031	Manage	Invoice Processing	AIP-MNG-031 - As the AP Processor I shall be able to GL Code an invoice, so that invoices may be updated with proper coding information for processing.	1. AP Processor Clicks the "GL Coding" task. 2. The System presents the IAConnect GL Coding form. 3. AP Processor has the ability to modify Invoice Line information in order for processing to continue.
AIP-MNG-032	Manage	Invoice Processing	AIP-MNG-032 - As the AP Processor, or AP Manager I shall be able to reject an invoice, so that invoices which do should not be processed are removed from the workflow.	1. AP Processor Clicks the "Reject Invoice" ad hoc task 2. System prompts the AP Processor with a pre-defined list 3. AP Processor chooses a rejection reason 4. System prompts the AP Processor with a note asking for further detail (if necessary) 5. Invoice transitions to the rejected queue
AIP-MNG-033	Manage	Invoice Processing	AIP-MNG-033 - As the AP Processor, or AP Manager I shall be able to route an invoice to a selected Buyer, POC, Vendor Maintenance team, or AP Manager, so that invoices which do should not be processed are removed from the workflow.	1. AP Processor Clicks the "Route To" ad hoc task. 2. System prompts the AP Processor with a pre-defined list of locations available for routing. 3. AP Processor chooses a specific user for review (if Buyer or POC) 4. System prompts the AP Processor with a note asking for the reason for routing. 5. Invoice transitions to the selected queue.
AIP-MNG-034	Manage	Invoice Processing	AIP-MNG-034 - As the AP Processor, Buyer, POC, Vendor Maintenance User, AP Manager, or Approver I shall be able to attach supporting documents, so that invoices have proper supporting documentation for processing to continue.	1. AP Processor Clicks the "Add Supporting Document" ad hoc task 2. System prompts the AP Processor with a document import view. 3. AP Processor selects the file to import. 4. AP Processor clicks the ok button to finalize the import.
AIP-MNG-035	Manage	Invoice Processing	AIP-MNG-035 - As the AP Manager I shall be able to remove an invoice from processing, so that invalid or rejected invoices are archived and not paid.	1. AP Manager clicks the Remove from Processing ad hoc task. 2. System removes the invoice from workflow processing. 3. System stores the rejected invoice as a separate document type (AP - Rejected Invoice)
AIP-MNG-036	Manage	Invoice Processing	AIP-MNG-036 - As the Buyer, POC/Requestor, Vendor Maintenance User, or Approver I shall be able to return an invoice to AP Review, so that AP Processors have the ability to continue processing on invoices or make corrections before continuing.	1. User clicks the "Return To AP" ad hoc task. 2. System prompts the user with a reason for the return. 3. System prompts the user for a note explaining why they are returning the invoice. 4. System routes the invoice for AP Review.
AIP-MNG-037	Manage	Invoice Processing	AIP-MNG-037 - As the System I shall be able to Prevent invoices from being release for approval without GL Coding, so that invoices are properly allocated with GL Information.	1. Accounting Representative clicks the submit for approval ad hoc task 2. System verifies that GL Coding Total is equal to invoice total 3. System prompts Accounting Representative with a message stating that GL Coding must be completed.	Item is configurable in IAConnect
AIP-MNG-038	Manage	Invoice Processing	AIP-MNG-038 - As the System I shall be able to evaluate PO Invoice Total to be within 10% of the PO Total, so that PO Invoices are properly validated to be within tolerance for processing.	1. System performs the tolerance check upon ingestion. 2. System applies a note to the invoice for AP Review.	Percentage is configurable. Please note percentage or dollar amount is a header value
AIP-MNG-039	Manage	Invoice Processing	AIP-MNG-039 - As the System I shall be able to Check 2/3 Way matching based on Accepted Quantity, so that invoices are checked for amount and quantity matching before routing for approval.	1. System performs the 2/3 Way match check when an invoice is routed for approval, as well as during import to Costpoint. The 3 way match is based on Accepted Quantity in Costpoint. 2. If a mismatch is identified, the invoice is routed for Buyer review in the appropriate Mismatch Identification queues	IAConnect can match on accepted or received quantity
AIP-MNG-040	Manage	Invoice Processing	AIP-MNG-040 - As the System I shall be able to send an email notification, so that Buyers, POC's/Requestors, or the Vendor Maintenance team are notified of work assigned to them.	1. System sends an email to the Buyers, POC's/Requestors, or the Vendor Maintenance assigned for an invoice when items arrive for their review.
AIP-MNG-041	Manage	Invoice Processing	AIP-MNG-041 - As the System I shall be able to Route an invoice for approval, so that business approval rules are applied to an invoice.	1. System checks the invoice for keywords which require/do not require approval. 2. System auto-approves invoices which do not require approval. 3. System routes items requiring approval to the proper approvers.
AIP-MNG-042	Manage	Invoice Processing	AIP-MNG-042 - As the Approver I shall be able to review GL coding of an invoice, so that GL information is properly reviewed before approval.	1. Approver clicks the Review GL Coding ad hoc task. 2. System displays the GL Coding interface as read only.
AIP-MNG-043	Manage	Invoice Processing	AIP-MNG-043 - As the Approver I shall be able to approve an invoice, so that invoice can be paid .	1. Approver clicks the Approve ad hoc task 2. System records the approver, date, and time 3. System transitions the invoice to the Final Review Queue
AIP-MNG-044	Manage	Invoice Processing	AIP-MNG-044 - As the Approver I shall be able to reject an invoice, so that invoices will be given proper reasons for rejection of payment.	1. Approver clicks the Reject ad hoc task 2. System records the approver, date, and time 3. System prompts the Approver for a rejection reason. 4. System prompts the Approver for a note explaining further detail (if necessary)
AIP-MNG-045	Manage	Invoice Processing	AIP-MNG-045 - As the Approver I shall be able to request hold with AP, so that invoices may be placed on hold.	1. Approver clicks the Request Hold ad hoc task. 2. System prompts the Approver for a note explaining why they are requesting the hold, as well as the requested hold date. 3. System routes the invoice to AP Review, notifying the AP Processor that a hold has been requested.
AIP-MNG-046	Manage	Invoice Processing	AIP-MNG-046 - As the Approver I shall be able to return an invoice to the previous approval level, so that the current approver can return items to a previous approver if need be.	1. Approver clicks the Return to Previous Level task.
AIP-MNG-047	Manage	Invoice Processing	AIP-MNG-047 - As the Approver I shall be able to add an approver, so that proper approvers may be added to an invoice's approval path.	1. Approver clicks the Replace/Add Approver ad hoc task 2. System records the approver, date, and time 3. System prompts the approver for the additional approver to add to the invoice
AIP-MNG-048	Manage	Invoice Processing	AIP-MNG-048 - As the Approver, Administrator I shall be able to replace an approver, so that invoice can be processed.	1. Approver clicks the Replace/Add Approver ad hoc task 2. System records the approver, date, and time 3. System prompts the approver for the replacement approver to add to the invoice 4. System removes the Approver from the invoice's approval path 5. System sends a notification to the new approver.
AIP-MNG-049	Manage	Invoice Processing	AIP-MNG-049 - As the System I shall be able to send email notifications, so that approvers are notified in alignment with KBR business approval rules.	1. System sends an email notification to the assigned approver.
AIP-INT-050	Integrate	Invoice Processing	AIP-INT-050 - As the System I shall be able to import invoice vouchers into Costpoint, so that vouchers may be paid.	1. System applies the most recent Fiscal Year, Period, and Subperiod to the invoice. 2. System determines whether to submit an AP or PO voucher. 3. System attempts to import the voucher into Costpoint via the Web Integration Console.
AIP-MNG-051	Manage	Invoice Processing	AIP-MNG-051 - As the System I shall be able to route successful voucher imports to a holding queue, so that payment information may be written to vouchers.	1. System checks that the voucher import was successful. 2. System routes the invoice to a successful release queue.
AIP-MNG-052	Manage	Invoice Processing	AIP-MNG-052 - As the System I shall be able to route unsuccessful voucher imports to an exceptions queue, so that exceptions may be handled and the invoice may be re-imported to Costpoint.	1. System checks that the voucher import was unsuccessful. 2. System routes the invoice to an import process exceptions queue.
AIP-MNG-053	Manage	Invoice Processing	AIP-MNG-053 - As the AP Processor, or System Administrator I shall be able to review vouchers which encountered import exceptions, so that exceptions may be handled and the invoice may be re-imported to Costpoint.	1. User is able to review the error message from Costpoint using the Message Viewer ad hoc task.
AIP-MNG-054	Manage	Invoice Processing	AIP-MNG-054 - As the AP Processor, or System Administrator I shall be able to route unsuccessful voucher imports for re-import, so that the invoice may be re-imported to Costpoint.	1. User clicks on the Re-import Voucher ad hoc task. 2. System routes the invoice for re-import.
AIP-MNG-055	Manage	Invoice Processing	AIP-MNG-055 - As the AP Processor, or System Administrator I shall be able to review GL coding of an invoice, so that GL information may be reviewed.	1. User clicks the Restart Process ad hoc task. 2. System prompts the user for a note explaining why reprocessing is occurring. 3. System clears approval information. 4. System routes the invoice for AP Review.
AIP-MNG-056	Manage	Invoice Processing	AIP-MNG-056 - As the AP Processor, or System Administrator I shall be able to restart processing for an invoice, so that invoices may be properly reprocessed in the case where it is necessary.	1. User clicks the Review GL Coding ad hoc task. 2. System displays the GL Coding interface as read only.
AIP-ACC-057	Access	Authentication	AIP-ACC-057 - As the OnBase User I shall be able to log into the OnBase client, so that without entering my password.	1. User will open OnBase client
AIP-RTR-058	Retrieve	Invoice Research	AIP-RTR-058 - As the AP User I shall be able to Search for invoices, so that documents can be found using header level fields.	1. User will access the Search & Retrieval functionality within the OnBase client
AIP-INT-059	Integrate	Post to ERP	AIP-INT-059 - As the System I shall be able to query Costpoint for payment data, so that invoices are updated with payment details and removed from workflow.	1. Payment information for vouchers is queried nightly from Costpoint. 2. Vouchers which have received payment information from Costpoint will be removed from processing	Payment information is considered to be Check Number, Check Date, and Check Amount.

Accounts Payable (AP) as a Service (APaaS) Schedule - For IAConnect

Version

Effective December 19th 2023

Download

Accounts Payable (AP) as a Service (APaaS) Schedule

For IAConnect

Hyland will provide to Customer APaaS (as defined below) during an “Initial Term” as defined in the “Term and Termination” section below. “APaaS” shall mean: (A) Professional Services to the implement one (1) IAConnect accounts payable Software solution in accordance with Appendix 2: and (B) the Professional Services described in the "Services Description" section and Appendix 1 below;
APaaS supports one (1) production and one (1) non-production environment. Hyland’s involvement may range owning specific tasks to consultation only;
All services will be performed remotely; provided, that if discovery services are purchased as an Add-On Managed service (see Appendix 4 for description), such services will be performed at Customer’s site for up to three (3) days, with the remainder of the work being performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer hereby consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Managed Services are described in Appendix 4. Customer may purchase Add-On Managed Services by designating on the Order Form those Add-On services it requires.

Service Description

“APaaS” includes the Professional Services described in the table below. Descriptions of such services are provided in the Appendices below.

Services	APaaS
Accounts Payable Solution Implementation (Appendix 2)	Included
Service Desk	Designated
Service Delivery Manager	Designated
Monthly Activity Report	Included
Administration	Included
Configuration Management Database	Included
Solution Design Documentation	Included
Quarterly Sponsor Review	Included
Long-Term Release Management	Included
Incident	Review Response Resolution
Change	Review Response Resolution
Release	Review Response Resolution
Problem	Review Response Resolution

Assumptions

APaaS is based upon the below limitations and assumptions being true. If for any reason these assumptions are not true, this could result in a scope change and may have an impact on Hyland’s ability to provide APaaS, as well as the proposed cost and timeline to deliver such services:

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Customer is aware that APaaS is intended to assist with specific requests for assistance, and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing or as specified in Appendix 2. Requests for Professional Services that do not constitute APaaS shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below; and
Customer understands APaaS is intended to supplement Customer’s needs beyond standard technical support.

Exclusions

The following items are not covered under APaaS:

Consultation, expertise and/or support of third party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to by Hyland in writing.
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development, unless Customer has purchased Custom Script Requests as an Add-On Managed Service;
Direct database modifications; and
Full project management and delivery utilizing Hyland’s formal project methodology in any form, other than as specified in Appendix 2.

Requests for excluded items or Professional Services that do not constitute APaaS may be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Change Control Process.

Initiating Service Requests and Change Requests

Customers shall communicate Service Requests and/or Change Requests to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal;
Unless explicitly identified, all Service Requests and Change Requests must be reported directly to the Service Desk and cannot be communicated through any indirect means. (see appendices);
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Hyland will determine whether the request submitted constitutes a Service Request or a Change Request. If the request is determined to be a Change Request, then Hyland will provide the services described below under “Change Requests.”
Resolution for Service Requests and Change Requests are as follows:
1. Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request;
2. Any Change Request for off-hours maintenance windows, extended involvement such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.

Change Requests

Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change, or consultation services only. Customer’s ability to receive consultation services related to a Change Request shall not be restricted; however, Customer will be limited to twenty (20) elective service engagements in response to Change Requests per twelve (12) month period, to be managed in the following manner:
1. Customer will receive an “account balance” of twenty (20) elective service engagements. All Change Requests for which active services are requested will be charged a minimum of one (1) active service engagement;
  1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland;
  2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes (and will advise Customer of the number of elective service engagements to be charged, if applicable);
  3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iv) below, Hyland will perform the work required to address the Change Request. If Customer’s elective service engagement balance is insufficient, Hyland will perform only consultation services relating to the Change Request (subject to Customer’s election to purchase additional Change Requests);
  4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the APaaS delivery team (such as Software conversions or implementations);
2. Unused elective service engagements will not be rolled over into any subsequent period or renewal term
3. In a single month, Customer may request active services relating to Change Requests that total no more than twenty-five (25) percent of the total annual elective service engagement allotment;
4. Elective service engagements are scheduled services subject to mutually agreed upon timelines;
5. Hyland will prioritize all elective service engagements received from the Customer and will determine the order of changes to be scheduled and completed;
6. Hyland will provide a monthly report of elective service engagement information that will include the following information:
  1. Opening balance
  2. Credits
  3. Debits
  4. Remaining balance
Hyland will make reasonable efforts to respond to emergency Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Requests. Hyland reserves the right to close Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Customer Obligations

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal;
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution; and
Customer is specifically prohibited from assigning or using any Resource in a manner which violates the terms of Customer’s license to Software.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination

The Initial Term of this APaaS Schedule is defined in the Order Form. Hyland will provide to Customer Managed Services during the Initial Term, provided that if an Initial Term is not defined in the Order Form, it shall mean the twelve (12) month period commencing on the Effective Date of the Order Form (as such term is defined in the Order Form).

Notwithstanding anything to the contrary in the Underlying Agreement (as defined in the Order Form, if applicable), the Professional Services Terms and Conditions (including Schedule 1, if applicable) or otherwise, Customer may not terminate APaaS for convenience. All prepaid fees are non-refundable.

Appendix 1 – APaaS Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its discretion, provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of APaaS. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s environments; Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently; Escalate Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Sponsor Review(s), as applicable.
Monthly Activity Report	Means reporting services, which Hyland will provide, including: Summary of work and tasks completed, upcoming work, known issues or risks; Summary of outstanding Service Requests and/or Change Requests; and Other reporting details as mutually agreed upon, to provide clear communication paths and to summarize monthly activity.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions; Responding to business needs to create, modify or delete user accounts for existing security groups within the Software; Help maintain non-production environments for testing, training, and/or issue resolution; Respond to questions concerning product capabilities; Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software; Analyzing solution performance trends; and Executing solution optimization tasks.
Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Customer has access to use APaaS for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through APaaS.
Strategic Workshop	Provides one (1) annual engagement designed to help Customer discover the top priorities and deliver a 12-month action plan to achieve quick wins that may drive changes to the Software solution.
Expansion Management	Provides Customer the ability to expand the existing Software solution beyond the scope of the existing business process, delivered by a Hyland resource(s). This includes the ability to implement one (1) expansion workstream. Such services shall consist of technical work only, using existing Software based configuration, and shall exclude any custom development or scripting. These services shall be governed by Customer’s project management.
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of APaaS, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determine is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.
Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer; not the result of Incidents and Problems; scheduled services that the Customer must request and schedule 72 hours in advance; and subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement a Response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within its production environment. If a System Outage is caused by Changes requested by Customer to the production environment, Hyland may reverse or “undo” such Changes in order to revert to the previous functionality. Customer is responsible for reporting a System Outage by submitting a Technical Support Case via Hyland Community or contacting Technical Support: https://community.hyland.com/login?returnUrl=/customer-portal/wiki/hyland-support/technical-support-phone-numbers
Service Request	Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages. There are no limitations on the number of Service Requests submitted during the Term. Service Desk will attempt to begin Review of Service Requests within one (1) hour of reported impact during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours.
Change Request	Request by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are categorized based on type of Change Requests. Service Desk will attempt to begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working the next business day.

Appendix 2 – Accounts Payable (AP) Solution Implementation

Hyland will provide Professional Services to Customer to implement the IAConnect with OnBase and Brainware for Invoices solution in accordance with the Requirements Document attached as Appendix 3.

Brainware for Invoices

The solution will be designed to perform OCR data capture for standard PO and Non-PO invoices as well as Credit Memos. The following are not to be considered standard invoices:

Invoice Statements (forms with multiple Invoice Numbers/Invoice Amounts);
Invoices with multiple PO Numbers;
Expense Reports;
Invoices with data that is hand-printed;
Invoices from countries other than the United States of America;
Non-English language invoices;
Invoices with data in non-US formatted address blocks, phone number, dates, and currency;
Any form that is not a machine-printed invoice falling into the categories of "Purchase Order Invoices" or "Non-Purchase Order Invoices";
Reports;
Intercompany Invoices;
Receipts; and
Check Requests.

The solution will be configured to extract summary level data on both PO and Non-PO based invoices. The following standard header invoice fields will be extracted:

Invoice Number, Invoice Date, Remit To, Subtotal Amount, Tax Amount, Total Amount, PO Number, Currency, Discount Amount (header level extraction only), Freight, and Misc. Amount.

The solution will derive the following additional values from extracted fields listed above:

Company Code, Vendor ID, Vendor Remit Location Code, PO Type, and PO Line Number.

Utility invoices will be treated as a non-PO invoice. Data will be extracted at the header level only. Automated coding of utility invoices is not included in scope.

Line detail will only be extracted on PO invoices, and will be validated against Costpoint purchase order data. PO lines will be paired using the values of unit cost, quantity and item identifier or item description. The following standard line level fields will be extracted:

Description, Quantity, Unit Price, Line Total, Product Code and Unit of Measure.

Vendor not found, missing/invalid PO, missing/invalid vendor & PO, PO vendor does not equal invoice vendor, invoice amounts do not add up, non VAT compliant, stock invoice, zero value invoice, and vendor address invalid.

Once invoices are processed within Brainware the metadata is passed back to OnBase for the processing within the IAConnect Module.

IAConnect

Description of Product

The Invoice Automation Solution enables organizations to efficiently process invoices by automating approval routing and minimizing data entry from the time they enter the organization through voucher creation. The solution is tightly integrated with Costpoint to facilitate processing of PO and Non-PO Invoices.

The Software’s IAConnect module is an invoice approval system built specifically for the automation of vendor invoice processing within Costpoint. The solution includes the import of invoice documents, facilitated GL coding, multi-level approvals using Workflow Approval Management (“WAM”), 2/3 way matching and automated upload into Costpoint for voucher creation.

The solution will provide the ability to capture invoice documents via scanning and/or Mailbox Importer. Upon capture into Software, invoices will be made available to AP Specialists to index the document with vendor information, as well as the appropriate purchase order number in the case of PO invoices. Indexing is tightly integrated with Costpoint as dynamic lookups exist for fields such as vendor name, vendor ID, and project number. In addition, invoice number, invoice amount, and invoice date are treated as required fields to facilitate proper routing for approvals.

Linking the appropriate PO to the invoice will provide terms and other relevant data. This information is used by Software for approval routing, facilitating two and three-way matching, and providing AP Specialists with a view of all open line items on the PO including quantity and dollars remaining. AP Specialists will indicate which line items of the PO are being invoiced. Any mismatched items and/or dollars are routed for research and resolution.

GL coding is automatically filled with Costpoint data for PO based invoices. For non-PO based invoices, AP Specialists or approvers may perform GL coding. Users may edit the GL coding if needed. In addition to standard processing, AP Specialists may route invoices to ancillary system queues such as Vendor Maintenance, Tax Specialist, Buyer, and Freight Specialist.

Once the initial review of the invoice has been completed, the invoice is routed based on business rules, as defined by Customer, to the initial approver. An approver will receive an email notification that an invoice requires their approval. The approver can approve or reject the invoice with the ability to add notes describing the issues. Furthermore, delegating authority for an approval is possible for users who will be on vacation or out for an extended period of time. If the invoice is approved, Software will evaluate the configured rules and route the invoice to the next approval level (e.g. other Manager, Director, etc.). This cycle continues until all approvals have been obtained. Once the final approval is obtained, the invoice will be routed back to the AP Specialist for final review and automated entry into Costpoint.

Assumptions

Individual documents are anticipated to be scanned at the same aspect ratio and dimensions, and at a quality of 300 dpi;
Documents processed through OCR must be clean and free of extraneous patterns, images, or any other formatting that would interfere with reading data;
Extraction of data from handwritten invoices or documents is out of scope and will require manual keying in Verifier;
Accuracy of the OCR within Software is based on document quality, information on said document(s), and vendor accounting system information provided to Software. The amount of manual intervention or validation is unknown until testing commences, however, Hyland will work with Customer to identify and work towards the highest percentage available based on timelines and budget;
Customer is responsible for configuring the Verifier Client on any terminal server;
Assumptions regarding Customer provided Vendor Master and PO data include but aren’t limited to:
1. Data will be validated against one (1) single external data source;
2. Customer data must be up to date and can be accurately matched to vendor and PO data present on an invoice;
3. If during testing, Vendor Master and PO data is determined to be out of alignment with standard accounting procedures, this could result in a scope change and/or extension to the project timeline:
  1. Examples include duplicate vendors, incomplete vendor and PO records, not closing PO’s, etc.
4. Customer data must be provided either by database views or CSV files; and
5. PO data will only include open data.
Brainware users will be created or modified via either a LDAP import or manual entry by an Administrator;
Documents will be processed in Brainware as one (1) document per batch;
Software will treat credit memos and debit memos as non-PO invoice documents;
Customer is an existing user of Costpoint;
Buyers and Requestors Logins (Active Directory IDs) should be stored in the Costpoint CPAdmin Table;
Hyland is not to be considered the Costpoint expert;
Customer will provide the Costpoint expertise both form a business process as well as an Information Systems prospective;
Credit Memos are treated as a non-PO document;
PO Invoices only have one (1) PO Number per invoice;
Customer is responsible for providing test data, writing test case, and executing those test cases during User Testing (“UT”);
Hyland will utilize Customer’s test data during the solution configuration process;
Solution will import document in their native file format and will not convert them to another files format once imported into Software (i.e. Email to PDF, Word to TIFF, etc.);
Customer is responsible for any necessary file format conversion prior to importing a document into the Software;
Customer has a defined and documented approval process which will be provide to Hyland following the initial kickoff meeting;
Customer has an existing production and non-production environment hosting Costpoint;
Software solution will not require custom scripting or use of Software APIs;
WAM will leverage Costpoint data to facilitate approvals;
Customer is responsible for providing SQL queries for retrieving Costpoint data;
Software solution may be configured to handle only one (1) level of escalation;
Costpoint user IDs are assumed to be the same as Customer’s Network IDs;
Approval user IDs are assumed to be the same as Customer’s Network IDs;
Hyland will configure the solution to work with one (1) company in one (1) instance of Costpoint;
Any deviations from the IAConnect Base Solution Requirements Document shown in Appendix 3 may result in a Change Order;
Workstation deployment consulting, testing and training will be provided on up to five (5) workstations. Customer is ultimately responsible for the installation of Software on end user workstations;
Hyland is not responsible for the installation or configuration of third party software; and
Hyland is not responsible for the deployment/installation of Software on end user workstations except what is provided within the scope of this document. Hyland will work with Customer’s system administrator to identify requirements, test installation processes, and provide general consulting on the topic; however, it is ultimately Customer’s responsibility to deploy remaining Software to end user workstations.

Accounts Payable Deployment Methodology

Requirements Analysis

Included in the project cost is dedicated time for Software solution requirements analysis, documentation, and review. Requirements analysis activities include:

Requirements Capture: Hyland will collaborate with Customer’s project team to discover and define the detailed requirements of the Software solution. Discussions focus on the requirements to meet Customer’s business objectives, including any integration(s) that may be in scope for the project:
1. Customer project team may consist of subject matter experts from the business areas and technical experts from IT, interfaces and applications: and
2. Agenda will reflect a single collaborative session per project area. For example, where the same department is repeated across multiple entities, representatives of each entity should attend requirements gathering sessions.
Requirements Review: Hyland reviews the Requirement Document with Customer’s project team to validate the Software solution requirements. Mutually agreed upon modifications may be made to the document;
Changes to the Software solution and requirements that are not in scope as defined in this Services Proposal will be handled via the change control process; and
Project Schedule: Hyland may update the Preliminary Project Schedule to reflect a more detailed schedule based upon the Requirements Document.

Solution Build

Included in the project cost is dedicated time to build the Software solution. Solution build activities include:

Hyland will deploy the base IAConnect solution;
Hyland will provide a walkthrough and a review of prewritten requirements during the Discovery phase; and
If there are business requirements outside of the " IAConnect Base Solution Requirements Document", found in Appendix 3, a change order is required.

In addition to the components included in the IAConnect Base Solution Requirements Document, the customer may select add-on components as shown below using Customer’s annual Change Request allowance. Any add-on components added must be determined during the discovery process.

Examples of Common Add-On Components include the following:

Change Requests Required	Add On Item	Description
2	Creation of up to two (2) additional document types for scanning and retrieving only	User needs the ability to reference additional document types. System needs the ability to tie additional document types to invoices
4	Payment Update Process	The system needs the ability to sync additional payment information. Customer will provide a flat file with appropriate information.
4	Additional Queue Creation	The system needs the ability to route to an additional queue. For a listing of standard queues, please reference requirements.
4	Automated Assignment	The system needs the ability to assign AP Processor or Buyer (Each Instance would be considered an automated assignment).Customer will provide a flat file with appropriate information.
4	EDI 810 Import	System needs to import raw EDI 810 data feed to create an image for archival purposes only. This requires an EDI license
6	Keyword Based Security	User security based off of keywords, such as; Company ID, Department, etc.
8	Automated GL Coding for Utility Vendor	System needs the ability to Auto Code Invoices based upon specific criteria. Customer will provide a flat file with appropriate information. One set of GL coding per Vendor ID.
10	Check Request Form	User needs ability to fill out a Check Request Form, send to AP for Review, route for approvals as needed, and be sent for posting to Costpoint.

Solution Installation and Configuration: Hyland will install and configure the Software solution to fulfill the documented requirements in the Requirements Document. Implementation accounts for up to two (2) environments: one (1) Production (PROD) and one (1) Non-Production User Test (“UT”) Lite environment, and
Impacts to the scope as set forth in the IAConnect Base Solution Requirements Document require a Change Order under the Change Control Process.

Testing

Included in the project scope is dedicated time for testing. Unless otherwise noted by the project teams during project planning, the following process is used for the testing of this solution.

Training

Included in the project scope is dedicated time for training. Unless otherwise noted by the project teams during project planning, the following process is used for the training of this solution.

Customer will develop test cases in advance of the testing period of the project;
To prepare Customer’s testing team for executing the test cases, Hyland will provide one (1) two-day training session to familiarize Customer’s power users and administrators with the Software interface, navigation, and configured functionality of the solution; and
Training session is intended for up to seven (7) participants.

User Testing (“UT”)

Included in the project scope is remote support for one (1) UT event. Following the training described above, Customer will schedule resources required to test all defined test cases over a three (3) week period. During each week of this three week testing period, remote support will be provided by two (2) Hyland resources for up to a maximum of twenty-four (24) hours per resource.

Customer performs testing and provides Hyland with a notification of any issues based on the test cases developed by Customer in accordance to the requirements defined in the IAConnect Base Solution Requirements Document . Hyland tracks the issues during Customer’s UT process using Hyland’s issue tracking system. Hyland verifies that recorded issues comply with scope defined in the IAConnect Base Solution Requirements Document.

Any additional time or reallocation of time requested for testing or training shall be handled following Hyland’s project change control process.

Go-Live Support

Included in the project scope is dedicated time for go-live activities. Go-live activities include:

The solution will be migrated to the production environment;
Develop a deployment method for Customer to distribute Software to appropriate end users; and
Assist End User’s help desk with resolution of Software questions.

Hyland will provide two (2) resources for up to forty (40) hours per resource of remote support for the first week of go-live, plus a maximum of eight (8) hours per resource of remote support during the second week of go-live. Customer’s administrator will act as first line of support post go-live in order to triage issues and work directly with Hyland’s team on issue resolution. If required, Hyland may quote dedicated go-live support for an additional cost. A single go-live will be supported. Multiple, phased go-lives imply additional services and are not included within the scope of this solution.

Appendix 3 – Requirements Document

Click the link below to open and view.

IAConnect Base Solution Requirements Document

Appendix 4 - Description of Add-On Managed Services

The following Add-On Managed Services are available, if applicable.

Add-On Managed Services Available

On-site Discovery

Custom Script Requests

Additional Change Requests

On-Site Discovery

Custom Script Requests

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the 12-month period.

All standard rules, assumptions and exclusions apply to additional Change Requests.

***End of Document***

Effective June 5th 2023 to December 19th 2023

Download

Accounts Payable (AP) as a Service (APaaS) Schedule

For IAConnect

Hyland will provide to Customer APaaS (as defined below) during an “Initial Term” as defined in the “Term and Termination” section below. “APaaS” shall mean: (A) Professional Services to the implement one (1) IAConnect accounts payable Software solution in accordance with Appendix 2: and (B) the Professional Services described in the "Services Description" section and Appendix 1 below;
APaaS supports one (1) production and one (1) non-production environment. Hyland’s involvement may range owning specific tasks to consultation only;
All services will be performed remotely; provided, that if discovery services are purchased as an Add-On Managed service (see Appendix 4 for description), such services will be performed at Customer’s site for up to three (3) days, with the remainder of the work being performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer hereby consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Managed Services are described in Appendix 4. Customer may purchase Add-On Managed Services by designating on the Order Form those Add-On services it requires.

Service Description

“APaaS” includes the Professional Services described in the table below. Descriptions of such services are provided in the Appendices below.

Services	APaaS
Accounts Payable Solution Implementation (Appendix 2)	Included
Service Desk	Designated
Service Delivery Manager	Designated
Monthly Activity Report	Included
Administration	Included
Configuration Management Database	Included
Solution Design Documentation	Included
Quarterly Sponsor Review	Included
Long-Term Release Management	Included
Incident	Review Response Resolution
Change	Review Response Resolution
Release	Review Response Resolution
Problem	Review Response Resolution

Assumptions

APaaS is based upon the below limitations and assumptions being true. If for any reason these assumptions are not true, this could result in a scope change and may have an impact on Hyland’s ability to provide APaaS, as well as the proposed cost and timeline to deliver such services:

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Customer is aware that APaaS is intended to assist with specific requests for assistance, and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing or as specified in Appendix 2. Requests for Professional Services that do not constitute APaaS shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below; and
Customer understands APaaS is intended to supplement Customer’s needs beyond standard technical support.

Exclusions

The following items are not covered under APaaS:

Consultation, expertise and/or support of third party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to by Hyland in writing.
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development, unless Customer has purchased Custom Scripting Enhancement/Development as an Add-On Managed Service;
Direct database modifications; and
Full project management and delivery utilizing Hyland’s formal project methodology in any form, other than as specified in Appendix 2.

Initiating Service Requests and Change Requests

Customers shall communicate Service Requests and/or Change Requests to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal;
Unless explicitly identified, all Service Requests and Change Requests must be reported directly to the Service Desk and cannot be communicated through any indirect means. (see appendices);
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Hyland will determine whether the request submitted constitutes a Service Request or a Change Request. If the request is determined to be a Change Request, then Hyland will provide the services described below under “Change Requests.”
Resolution for Service Requests and Change Requests are as follows:
1. Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request;
2. Any Change Request for off-hours maintenance windows, extended involvement such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.

Change Requests

Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change, or consultation services only. Customer’s ability to receive consultation services related to a Change Request shall not be restricted; however, Customer will be limited to twenty (20) elective service engagements in response to Change Requests per twelve (12) month period, to be managed in the following manner:
1. Customer will receive an “account balance” of twenty (20) elective service engagements. All Change Requests for which active services are requested will be charged a minimum of one (1) active service engagement;
  1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland;
  2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes (and will advise Customer of the number of elective service engagements to be charged, if applicable);
  3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iv) below, Hyland will perform the work required to address the Change Request. If Customer’s elective service engagement balance is insufficient, Hyland will perform only consultation services relating to the Change Request (subject to Customer’s election to purchase additional Change Requests);
  4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the APaaS delivery team (such as Software conversions or implementations);
2. Unused elective service engagements will not be rolled over into any subsequent period or renewal term
3. In a single month, Customer may request active services relating to Change Requests that total no more than twenty-five (25) percent of the total annual elective service engagement allotment;
4. Elective service engagements are scheduled services subject to mutually agreed upon timelines;
5. Hyland will prioritize all elective service engagements received from the Customer and will determine the order of changes to be scheduled and completed;
6. Hyland will provide a monthly report of elective service engagement information that will include the following information:
  1. Opening balance
  2. Credits
  3. Debits
  4. Remaining balance
Hyland will make reasonable efforts to respond to emergency Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Requests. Hyland reserves the right to close Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Customer Obligations

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal;
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution; and
Customer is specifically prohibited from assigning or using any Resource in a manner which violates the terms of Customer’s license to Software.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination

Notwithstanding anything to the contrary in the Underlying Agreement (as defined in the Order Form, if applicable), the Professional Services Terms and Conditions (including Schedule 1, if applicable) or otherwise, Customer may not terminate APaaS for convenience. All prepaid fees are non-refundable.

Appendix 1 – APaaS Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its discretion, provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of APaaS. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s environments; Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently; Escalate Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Sponsor Review(s), as applicable.
Monthly Activity Report	Means reporting services, which Hyland will provide, including: Summary of work and tasks completed, upcoming work, known issues or risks; Summary of outstanding Service Requests and/or Change Requests; and Other reporting details as mutually agreed upon, to provide clear communication paths and to summarize monthly activity.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions; Responding to business needs to create, modify or delete user accounts for existing security groups within the Software; Help maintain non-production environments for testing, training, and/or issue resolution; Respond to questions concerning product capabilities; Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software; Analyzing solution performance trends; and Executing solution optimization tasks.
Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Customer has access to use APaaS for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through APaaS.
Strategic Workshop	Provides one (1) annual engagement designed to help Customer discover the top priorities and deliver a 12-month action plan to achieve quick wins that may drive changes to the Software solution.
Expansion Management	Provides Customer the ability to expand the existing Software solution beyond the scope of the existing business process, delivered by a Hyland resource(s). This includes the ability to implement one (1) expansion workstream. Such services shall consist of technical work only, using existing Software based configuration, and shall exclude any custom development or scripting. These services shall be governed by Customer’s project management.
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of APaaS, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determine is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.
Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer; not the result of Incidents and Problems; scheduled services that the Customer must request and schedule 72 hours in advance; and subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement a Response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within its production environment. If a System Outage is caused by Changes requested by Customer to the production environment, Hyland may reverse or “undo” such Changes in order to revert to the previous functionality. Customer is responsible for reporting a System Outage by submitting a Technical Support Case via Hyland Community or contacting Technical Support: https://community.hyland.com/login?returnUrl=/customer-portal/wiki/hyland-support/technical-support-phone-numbers
Service Request	Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages. There are no limitations on the number of Service Requests submitted during the Term. Service Desk will attempt to begin Review of Service Requests within one (1) hour of reported impact during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours.
Change Request	Request by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are categorized based on type of Change Requests. Service Desk will attempt to begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working the next business day.

Appendix 2 – Accounts Payable (AP) Solution Implementation

Brainware for Invoices

The solution will be designed to perform OCR data capture for standard PO and Non-PO invoices as well as Credit Memos. The following are not to be considered standard invoices:

Invoice Statements (forms with multiple Invoice Numbers/Invoice Amounts);
Invoices with multiple PO Numbers;
Expense Reports;
Invoices with data that is hand-printed;
Invoices from countries other than the United States of America;
Non-English language invoices;
Invoices with data in non-US formatted address blocks, phone number, dates, and currency;
Any form that is not a machine-printed invoice falling into the categories of "Purchase Order Invoices" or "Non-Purchase Order Invoices";
Reports;
Intercompany Invoices;
Receipts; and
Check Requests.

The solution will be configured to extract summary level data on both PO and Non-PO based invoices. The following standard header invoice fields will be extracted:

Invoice Number, Invoice Date, Remit To, Subtotal Amount, Tax Amount, Total Amount, PO Number, Currency, Discount Amount (header level extraction only), Freight, and Misc. Amount.

The solution will derive the following additional values from extracted fields listed above:

Company Code, Vendor ID, Vendor Remit Location Code, PO Type, and PO Line Number.

Utility invoices will be treated as a non-PO invoice. Data will be extracted at the header level only. Automated coding of utility invoices is not included in scope.

Description, Quantity, Unit Price, Line Total, Product Code and Unit of Measure.

Vendor not found, missing/invalid PO, missing/invalid vendor & PO, PO vendor does not equal invoice vendor, invoice amounts do not add up, non VAT compliant, stock invoice, zero value invoice, and vendor address invalid.

Once invoices are processed within Brainware the metadata is passed back to OnBase for the processing within the IAConnect Module.

IAConnect

Description of Product

Assumptions

Individual documents are anticipated to be scanned at the same aspect ratio and dimensions, and at a quality of 300 dpi;
Documents processed through OCR must be clean and free of extraneous patterns, images, or any other formatting that would interfere with reading data;
Extraction of data from handwritten invoices or documents is out of scope and will require manual keying in Verifier;
Accuracy of the OCR within Software is based on document quality, information on said document(s), and vendor accounting system information provided to Software. The amount of manual intervention or validation is unknown until testing commences, however, Hyland will work with Customer to identify and work towards the highest percentage available based on timelines and budget;
Customer is responsible for configuring the Verifier Client on any terminal server;
Assumptions regarding Customer provided Vendor Master and PO data include but aren’t limited to:
1. Data will be validated against one (1) single external data source;
2. Customer data must be up to date and can be accurately matched to vendor and PO data present on an invoice;
3. If during testing, Vendor Master and PO data is determined to be out of alignment with standard accounting procedures, this could result in a scope change and/or extension to the project timeline:
  1. Examples include duplicate vendors, incomplete vendor and PO records, not closing PO’s, etc.
4. Customer data must be provided either by database views or CSV files; and
5. PO data will only include open data.
Brainware users will be created or modified via either a LDAP import or manual entry by an Administrator;
Documents will be processed in Brainware as one (1) document per batch;
Software will treat credit memos and debit memos as non-PO invoice documents;
Customer is an existing user of Costpoint;
Buyers and Requestors Logins (Active Directory IDs) should be stored in the Costpoint CPAdmin Table;
Hyland is not to be considered the Costpoint expert;
Customer will provide the Costpoint expertise both form a business process as well as an Information Systems prospective;
Credit Memos are treated as a non-PO document;
PO Invoices only have one (1) PO Number per invoice;
Customer is responsible for providing test data, writing test case, and executing those test cases during User Testing (“UT”);
Hyland will utilize Customer’s test data during the solution configuration process;
Solution will import document in their native file format and will not convert them to another files format once imported into Software (i.e. Email to PDF, Word to TIFF, etc.);
Customer is responsible for any necessary file format conversion prior to importing a document into the Software;
Customer has a defined and documented approval process which will be provide to Hyland following the initial kickoff meeting;
Customer has an existing production and non-production environment hosting Costpoint;
Software solution will not require custom scripting or use of Software APIs;
WAM will leverage Costpoint data to facilitate approvals;
Customer is responsible for providing SQL queries for retrieving Costpoint data;
Software solution may be configured to handle only one (1) level of escalation;
Costpoint user IDs are assumed to be the same as Customer’s Network IDs;
Approval user IDs are assumed to be the same as Customer’s Network IDs;
Hyland will configure the solution to work with one (1) company in one (1) instance of Costpoint;
Any deviations from the IAConnect Base Solution Requirements Document shown in Appendix 3 may result in a Change Order;
Workstation deployment consulting, testing and training will be provided on up to five (5) workstations. Customer is ultimately responsible for the installation of Software on end user workstations;
Hyland is not responsible for the installation or configuration of third party software; and
Hyland is not responsible for the deployment/installation of Software on end user workstations except what is provided within the scope of this document. Hyland will work with Customer’s system administrator to identify requirements, test installation processes, and provide general consulting on the topic; however, it is ultimately Customer’s responsibility to deploy remaining Software to end user workstations.

Accounts Payable Deployment Methodology

Requirements Analysis

Included in the project cost is dedicated time for Software solution requirements analysis, documentation, and review. Requirements analysis activities include:

Requirements Capture: Hyland will collaborate with Customer’s project team to discover and define the detailed requirements of the Software solution. Discussions focus on the requirements to meet Customer’s business objectives, including any integration(s) that may be in scope for the project:
1. Customer project team may consist of subject matter experts from the business areas and technical experts from IT, interfaces and applications: and
2. Agenda will reflect a single collaborative session per project area. For example, where the same department is repeated across multiple entities, representatives of each entity should attend requirements gathering sessions.
Requirements Review: Hyland reviews the Requirement Document with Customer’s project team to validate the Software solution requirements. Mutually agreed upon modifications may be made to the document;
Changes to the Software solution and requirements that are not in scope as defined in this Services Proposal will be handled via the change control process; and
Project Schedule: Hyland may update the Preliminary Project Schedule to reflect a more detailed schedule based upon the Requirements Document.

Solution Build

Included in the project cost is dedicated time to build the Software solution. Solution build activities include:

Hyland will deploy the base IAConnect solution;
Hyland will provide a walkthrough and a review of prewritten requirements during the Discovery phase; and
If there are business requirements outside of the " IAConnect Base Solution Requirements Document", found in Appendix 3, a change order is required.

Examples of Common Add-On Components include the following:

Change Requests Required	Add On Item	Description
2	Creation of up to two (2) additional document types for scanning and retrieving only	User needs the ability to reference additional document types. System needs the ability to tie additional document types to invoices
4	Payment Update Process	The system needs the ability to sync additional payment information. Customer will provide a flat file with appropriate information.
4	Additional Queue Creation	The system needs the ability to route to an additional queue. For a listing of standard queues, please reference requirements.
4	Automated Assignment	The system needs the ability to assign AP Processor or Buyer (Each Instance would be considered an automated assignment).Customer will provide a flat file with appropriate information.
4	EDI 810 Import	System needs to import raw EDI 810 data feed to create an image for archival purposes only. This requires an EDI license
6	Keyword Based Security	User security based off of keywords, such as; Company ID, Department, etc.
8	Automated GL Coding for Utility Vendor	System needs the ability to Auto Code Invoices based upon specific criteria. Customer will provide a flat file with appropriate information. One set of GL coding per Vendor ID.
10	Check Request Form	User needs ability to fill out a Check Request Form, send to AP for Review, route for approvals as needed, and be sent for posting to Costpoint.

Solution Installation and Configuration: Hyland will install and configure the Software solution to fulfill the documented requirements in the Requirements Document. Implementation accounts for up to two (2) environments: one (1) Production (PROD) and one (1) Non-Production User Test (“UT”) Lite environment, and
Impacts to the scope as set forth in the IAConnect Base Solution Requirements Document require a Change Order under the Change Control Process.

Testing

Included in the project scope is dedicated time for testing. Unless otherwise noted by the project teams during project planning, the following process is used for the testing of this solution.

Training

Included in the project scope is dedicated time for training. Unless otherwise noted by the project teams during project planning, the following process is used for the training of this solution.

Customer will develop test cases in advance of the testing period of the project;
To prepare Customer’s testing team for executing the test cases, Hyland will provide one (1) two-day training session to familiarize Customer’s power users and administrators with the Software interface, navigation, and configured functionality of the solution; and
Training session is intended for up to seven (7) participants.

User Testing (“UT”)

Any additional time or reallocation of time requested for testing or training shall be handled following Hyland’s project change control process.

Go-Live Support

Included in the project scope is dedicated time for go-live activities. Go-live activities include:

The solution will be migrated to the production environment;
Develop a deployment method for Customer to distribute Software to appropriate end users; and
Assist End User’s help desk with resolution of Software questions.

Appendix 3 – Requirements Document

Click the link below to open and view.

IAConnect Base Solution Requirements Document

Appendix 4 - Description of Add-On Managed Services

The following Add-On Managed Services are available, if applicable.

Add-On Managed Services Available

On-site Discovery

Custom Script Enhancement(s) and/or Development Requests

Additional Change Requests

On-Site Discovery

Custom Script Enhancement(s)/Development Requests

Customer will be entitled to a quantity of Custom Script Enhancement(s)/ Development Requests designated by Hyland for use during the Initial Term (with each quantity, as specified on the Order Form, being comprised of five requests), which will be managed in the following manner:
1. All Custom Script Enhancement(s)/Development Requests will be charged a minimum of one (1) change per request;
2. Unused Custom Script Enhancement(s)/Development Requests will not be rolled over into any subsequent period or renewal term;
3. Hyland will evaluate all Custom Script Enhancement(s)/Development Requests to determine work effort associated with the request;
  1. Hyland reserves the right to charge multiple change requests from the account balance for requests which encompass multiple component changes;
  2. Hyland reserves the right to recommend a separate Professional Services engagement for requested changes which are determined to exceed the available balance of change requests for work which are not typically addressed by the managed services delivery team (such as Software conversions);
4. In a single month, Customer may submit Custom Script Enhancement(s)/Development Requests that total no more than twenty-five (25) percent of the total annual Custom Script Enhancement(s)/Development request allotment;
5. Custom Script Enhancement(s)/Development Requests are scheduled services with mutually agreed upon timelines;
6. Hyland will prioritize all Custom Script Enhancement(s)/Development Requests received from the Customer and will determine the order of changes to be scheduled and completed;
7. Hyland will provide a monthly report of Custom Script Enhancement(s)/Development Request information that will include the following information:
  1. Opening balance
  2. Credits
  3. Debits
  4. Remaining balance
Hyland will make reasonable efforts to respond to Emergency Custom Script Enhancement(s)/Development Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Custom Script Enhancement(s)/Development Requests. Hyland reserves the right to close Custom Script Enhancement(s)/Development Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation;
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the 12-month period.

All standard rules, assumptions and exclusions apply to additional Change Requests.

***End of Document***

Effective May 8th 2023 to June 5th 2023

Download

Accounts Payable (AP) as a Service (APaaS) Schedule

For IAConnect

Hyland will provide to Customer APaaS (as defined below) during an “Initial Term” as defined in the “Term and Termination” section below. “APaaS” shall mean: (A) Professional Services to the implement one (1) IAConnect accounts payable Software solution in accordance with Appendix 2: and (B) the Professional Services described in the "Services Description" section and Appendix 1 below;
APaaS supports one (1) production and one (1) non-production environment. Hyland’s involvement may range owning specific tasks to consultation only;
All services will be performed remotely; provided, that if discovery services are purchased as an Add-On Managed service (see Appendix 4 for description), such services will be performed at Customer’s site for up to three (3) days, with the remainder of the work being performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer hereby consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Managed Services are described in Appendix 4. Customer may purchase Add-On Managed Services by designating on the Order Form those Add-On services it requires.

Service Description

“APaaS” includes the Professional Services described in the table below. Descriptions of such services are provided in the Appendices below.

Services	APaaS
Accounts Payable Solution Implementation (Appendix 2)	Included
Service Desk	Designated
Service Delivery Manager	Designated
Monthly Activity Report	Included
Administration	Included
Configuration Management Database	Included
Solution Design Documentation	Included
Quarterly Sponsor Review	Included
Long-Term Release Management	Included
Incident	Review Response Resolution
Change	Review Response Resolution
Release	Review Response Resolution
Problem	Review Response Resolution

Assumptions

APaaS is based upon the below limitations and assumptions being true. If for any reason these assumptions are not true, this could result in a scope change and may have an impact on Hyland’s ability to provide APaaS, as well as the proposed cost and timeline to deliver such services:

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Customer is aware that APaaS is intended to assist with specific requests for assistance, and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing or as specified in Appendix 2. Requests for Professional Services that do not constitute APaaS shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below; and
Customer understands APaaS is intended to supplement Customer’s needs beyond standard technical support.

Exclusions

The following items are not covered under APaaS:

Consultation, expertise and/or support of third party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to by Hyland in writing.
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development, unless Customer has purchased Custom Scripting Enhancement/Development as an Add-On Managed Service;
Direct database modifications; and
Full project management and delivery utilizing Hyland’s formal project methodology in any form, other than as specified in Appendix 2.

Initiating Service Requests and Change Requests

Customers shall communicate Service Requests and/or Change Requests to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal;
Unless explicitly identified, all Service Requests and Change Requests must be reported directly to the Service Desk and cannot be communicated through any indirect means. (see appendices);
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Hyland will determine whether the request submitted constitutes a Service Request or a Change Request. If the request is determined to be a Change Request, then Hyland will provide the services described below under “Change Requests.”
Resolution for Service Requests and Change Requests are as follows:
1. Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request;
2. Any Change Request for off-hours maintenance windows, extended involvement such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.

Change Requests

Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change, or consultation services only. Customer’s ability to receive consultation services related to a Change Request shall not be restricted; however, Customer will be limited to twenty (20) elective service engagements in response to Change Requests per twelve (12) month period, to be managed in the following manner:
1. Customer will receive an “account balance” of twenty (20) elective service engagements. All Change Requests for which active services are requested will be charged a minimum of one (1) active service engagement;
  1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland;
  2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes (and will advise Customer of the number of elective service engagements to be charged, if applicable);
  3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iv) below, Hyland will perform the work required to address the Change Request. If Customer’s elective service engagement balance is insufficient, Hyland will perform only consultation services relating to the Change Request (subject to Customer’s election to purchase additional Change Requests);
  4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the APaaS delivery team (such as Software conversions or implementations);
2. Unused elective service engagements will not be rolled over into any subsequent period or renewal term
3. In a single month, Customer may request active services relating to Change Requests that total no more than twenty-five (25) percent of the total annual elective service engagement allotment;
4. Elective service engagements are scheduled services subject to mutually agreed upon timelines;
5. Hyland will prioritize all elective service engagements received from the Customer and will determine the order of changes to be scheduled and completed;
6. Hyland will provide a monthly report of elective service engagement information that will include the following information:
  1. Opening balance
  2. Credits
  3. Debits
  4. Remaining balance
Hyland will make reasonable efforts to respond to emergency Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Requests. Hyland reserves the right to close Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Customer Obligations

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal;
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution; and
Customer is specifically prohibited from assigning or using any Resource in a manner which violates the terms of Customer’s license to Software.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination

The Initial Term of this APaaS Schedule is defined in the Order Form.

Notwithstanding anything to the contrary in the Underlying Agreement (as defined in the Order Form, if applicable), Schedule 1 or otherwise, Customer may not terminate APaaS for convenience. All prepaid fees are non-refundable.

Appendix 1 – APaaS Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its discretion, provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of APaaS. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s environments; Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently; Escalate Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Sponsor Review(s), as applicable.
Monthly Activity Report	Means reporting services, which Hyland will provide, including: Summary of work and tasks completed, upcoming work, known issues or risks; Summary of outstanding Service Requests and/or Change Requests; and Other reporting details as mutually agreed upon, to provide clear communication paths and to summarize monthly activity.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions; Responding to business needs to create, modify or delete user accounts for existing security groups within the Software; Help maintain non-production environments for testing, training, and/or issue resolution; Respond to questions concerning product capabilities; Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software; Analyzing solution performance trends; and Executing solution optimization tasks.
Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Customer has access to use APaaS for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through APaaS.
Strategic Workshop	Provides one (1) annual engagement designed to help Customer discover the top priorities and deliver a 12-month action plan to achieve quick wins that may drive changes to the Software solution.
Expansion Management	Provides Customer the ability to expand the existing Software solution beyond the scope of the existing business process, delivered by a Hyland resource(s). This includes the ability to implement one (1) expansion workstream. Such services shall consist of technical work only, using existing Software based configuration, and shall exclude any custom development or scripting. These services shall be governed by Customer’s project management.
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of APaaS, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determine is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.
Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer; not the result of Incidents and Problems; scheduled services that the Customer must request and schedule 72 hours in advance; and subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement a Response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within its production environment.
Service Request	Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages. There are no limitations on the number of Service Requests submitted during the Term. Service Desk will attempt to begin Review of Service Requests within one (1) hour of reported impact during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours.
Change Request	Request by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are categorized based on type of Change Requests. Service Desk will attempt to begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working the next business day.

Appendix 2 – Accounts Payable (AP) Solution Implementation

Brainware for Invoices

The solution will be designed to perform OCR data capture for standard PO and Non-PO invoices as well as Credit Memos. The following are not to be considered standard invoices:

Invoice Statements (forms with multiple Invoice Numbers/Invoice Amounts);
Invoices with multiple PO Numbers;
Expense Reports;
Invoices with data that is hand-printed;
Invoices from countries other than the United States of America;
Non-English language invoices;
Invoices with data in non-US formatted address blocks, phone number, dates, and currency;
Any form that is not a machine-printed invoice falling into the categories of "Purchase Order Invoices" or "Non-Purchase Order Invoices";
Reports;
Intercompany Invoices;
Receipts; and
Check Requests.

The solution will be configured to extract summary level data on both PO and Non-PO based invoices. The following standard header invoice fields will be extracted:

Invoice Number, Invoice Date, Remit To, Subtotal Amount, Tax Amount, Total Amount, PO Number, Currency, Discount Amount (header level extraction only), Freight, and Misc. Amount.

The solution will derive the following additional values from extracted fields listed above:

Company Code, Vendor ID, Vendor Remit Location Code, PO Type, and PO Line Number.

Utility invoices will be treated as a non-PO invoice. Data will be extracted at the header level only. Automated coding of utility invoices is not included in scope.

Description, Quantity, Unit Price, Line Total, Product Code and Unit of Measure.

Vendor not found, missing/invalid PO, missing/invalid vendor & PO, PO vendor does not equal invoice vendor, invoice amounts do not add up, non VAT compliant, stock invoice, zero value invoice, and vendor address invalid.

Once invoices are processed within Brainware the metadata is passed back to OnBase for the processing within the IAConnect Module.

IAConnect

Description of Product

Assumptions

Individual documents are anticipated to be scanned at the same aspect ratio and dimensions, and at a quality of 300 dpi;
Documents processed through OCR must be clean and free of extraneous patterns, images, or any other formatting that would interfere with reading data;
Extraction of data from handwritten invoices or documents is out of scope and will require manual keying in Verifier;
Accuracy of the OCR within Software is based on document quality, information on said document(s), and vendor accounting system information provided to Software. The amount of manual intervention or validation is unknown until testing commences, however, Hyland will work with Customer to identify and work towards the highest percentage available based on timelines and budget;
Customer is responsible for configuring the Verifier Client on any terminal server;
Assumptions regarding Customer provided Vendor Master and PO data include but aren’t limited to:
1. Data will be validated against one (1) single external data source;
2. Customer data must be up to date and can be accurately matched to vendor and PO data present on an invoice;
3. If during testing, Vendor Master and PO data is determined to be out of alignment with standard accounting procedures, this could result in a scope change and/or extension to the project timeline:
  1. Examples include duplicate vendors, incomplete vendor and PO records, not closing PO’s, etc.
4. Customer data must be provided either by database views or CSV files; and
5. PO data will only include open data.
Brainware users will be created or modified via either a LDAP import or manual entry by an Administrator;
Documents will be processed in Brainware as one (1) document per batch;
Software will treat credit memos and debit memos as non-PO invoice documents;
Customer is an existing user of Costpoint;
Buyers and Requestors Logins (Active Directory IDs) should be stored in the Costpoint CPAdmin Table;
Hyland is not to be considered the Costpoint expert;
Customer will provide the Costpoint expertise both form a business process as well as an Information Systems prospective;
Credit Memos are treated as a non-PO document;
PO Invoices only have one (1) PO Number per invoice;
Customer is responsible for providing test data, writing test case, and executing those test cases during User Testing (“UT”);
Hyland will utilize Customer’s test data during the solution configuration process;
Solution will import document in their native file format and will not convert them to another files format once imported into Software (i.e. Email to PDF, Word to TIFF, etc.);
Customer is responsible for any necessary file format conversion prior to importing a document into the Software;
Customer has a defined and documented approval process which will be provide to Hyland following the initial kickoff meeting;
Customer has an existing production and non-production environment hosting Costpoint;
Software solution will not require custom scripting or use of Software APIs;
WAM will leverage Costpoint data to facilitate approvals;
Customer is responsible for providing SQL queries for retrieving Costpoint data;
Software solution may be configured to handle only one (1) level of escalation;
Costpoint user IDs are assumed to be the same as Customer’s Network IDs;
Approval user IDs are assumed to be the same as Customer’s Network IDs;
Hyland will configure the solution to work with one (1) company in one (1) instance of Costpoint;
Any deviations from the IAConnect Base Solution Requirements Document shown in Appendix 3 may result in a Change Order;
Workstation deployment consulting, testing and training will be provided on up to five (5) workstations. Customer is ultimately responsible for the installation of Software on end user workstations;
Hyland is not responsible for the installation or configuration of third party software; and
Hyland is not responsible for the deployment/installation of Software on end user workstations except what is provided within the scope of this document. Hyland will work with Customer’s system administrator to identify requirements, test installation processes, and provide general consulting on the topic; however, it is ultimately Customer’s responsibility to deploy remaining Software to end user workstations.

Accounts Payable Deployment Methodology

Requirements Analysis

Included in the project cost is dedicated time for Software solution requirements analysis, documentation, and review. Requirements analysis activities include:

Requirements Capture: Hyland will collaborate with Customer’s project team to discover and define the detailed requirements of the Software solution. Discussions focus on the requirements to meet Customer’s business objectives, including any integration(s) that may be in scope for the project:
1. Customer project team may consist of subject matter experts from the business areas and technical experts from IT, interfaces and applications: and
2. Agenda will reflect a single collaborative session per project area. For example, where the same department is repeated across multiple entities, representatives of each entity should attend requirements gathering sessions.
Requirements Review: Hyland reviews the Requirement Document with Customer’s project team to validate the Software solution requirements. Mutually agreed upon modifications may be made to the document;
Changes to the Software solution and requirements that are not in scope as defined in this Services Proposal will be handled via the change control process; and
Project Schedule: Hyland may update the Preliminary Project Schedule to reflect a more detailed schedule based upon the Requirements Document.

Solution Build

Included in the project cost is dedicated time to build the Software solution. Solution build activities include:

Hyland will deploy the base IAConnect solution;
Hyland will provide a walkthrough and a review of prewritten requirements during the Discovery phase; and
If there are business requirements outside of the " IAConnect Base Solution Requirements Document", found in Appendix 3, a change order is required.

Examples of Common Add-On Components include the following:

Change Requests Required	Add On Item	Description
2	Creation of up to two (2) additional document types for scanning and retrieving only	User needs the ability to reference additional document types. System needs the ability to tie additional document types to invoices
4	Payment Update Process	The system needs the ability to sync additional payment information. Customer will provide a flat file with appropriate information.
4	Additional Queue Creation	The system needs the ability to route to an additional queue. For a listing of standard queues, please reference requirements.
4	Automated Assignment	The system needs the ability to assign AP Processor or Buyer (Each Instance would be considered an automated assignment).Customer will provide a flat file with appropriate information.
4	EDI 810 Import	System needs to import raw EDI 810 data feed to create an image for archival purposes only. This requires an EDI license
6	Keyword Based Security	User security based off of keywords, such as; Company ID, Department, etc.
8	Automated GL Coding for Utility Vendor	System needs the ability to Auto Code Invoices based upon specific criteria. Customer will provide a flat file with appropriate information. One set of GL coding per Vendor ID.
10	Check Request Form	User needs ability to fill out a Check Request Form, send to AP for Review, route for approvals as needed, and be sent for posting to Costpoint.

Solution Installation and Configuration: Hyland will install and configure the Software solution to fulfill the documented requirements in the Requirements Document. Implementation accounts for up to two (2) environments: one (1) Production (PROD) and one (1) Non-Production User Test (“UT”) Lite environment, and
Impacts to the scope as set forth in the IAConnect Base Solution Requirements Document require a Change Order under the Change Control Process.

Testing

Included in the project scope is dedicated time for testing. Unless otherwise noted by the project teams during project planning, the following process is used for the testing of this solution.

Training

Included in the project scope is dedicated time for training. Unless otherwise noted by the project teams during project planning, the following process is used for the training of this solution.

Customer will develop test cases in advance of the testing period of the project;
To prepare Customer’s testing team for executing the test cases, Hyland will provide one (1) two-day training session to familiarize Customer’s power users and administrators with the Software interface, navigation, and configured functionality of the solution; and
Training session is intended for up to seven (7) participants.

User Testing (“UT”)

Any additional time or reallocation of time requested for testing or training shall be handled following Hyland’s project change control process.

Go-Live Support

Included in the project scope is dedicated time for go-live activities. Go-live activities include:

The solution will be migrated to the production environment;
Develop a deployment method for Customer to distribute Software to appropriate end users; and
Assist End User’s help desk with resolution of Software questions.

Appendix 3 – Requirements Document

Click the link below to open and view.

IAConnect Base Solution Requirements Document

Appendix 4 - Description of Add-On Managed Services

The following Add-On Managed Services are available, if applicable.

Add-On Managed Services Available

On-site Discovery

Custom Script Enhancement(s) and/or Development Requests

Additional Change Requests

On-Site Discovery

Custom Script Enhancement(s)/Development Requests

Customer will be entitled to a quantity of Custom Script Enhancement(s)/ Development Requests designated by Hyland for use during the Initial Term (with each quantity, as specified on the Order Form, being comprised of five requests), which will be managed in the following manner:
1. All Custom Script Enhancement(s)/Development Requests will be charged a minimum of one (1) change per request;
2. Unused Custom Script Enhancement(s)/Development Requests will not be rolled over into any subsequent period or renewal term;
3. Hyland will evaluate all Custom Script Enhancement(s)/Development Requests to determine work effort associated with the request;
  1. Hyland reserves the right to charge multiple change requests from the account balance for requests which encompass multiple component changes;
  2. Hyland reserves the right to recommend a separate Professional Services engagement for requested changes which are determined to exceed the available balance of change requests for work which are not typically addressed by the managed services delivery team (such as Software conversions);
4. In a single month, Customer may submit Custom Script Enhancement(s)/Development Requests that total no more than twenty-five (25) percent of the total annual Custom Script Enhancement(s)/Development request allotment;
5. Custom Script Enhancement(s)/Development Requests are scheduled services with mutually agreed upon timelines;
6. Hyland will prioritize all Custom Script Enhancement(s)/Development Requests received from the Customer and will determine the order of changes to be scheduled and completed;
7. Hyland will provide a monthly report of Custom Script Enhancement(s)/Development Request information that will include the following information:
  1. Opening balance
  2. Credits
  3. Debits
  4. Remaining balance
Hyland will make reasonable efforts to respond to Emergency Custom Script Enhancement(s)/Development Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Custom Script Enhancement(s)/Development Requests. Hyland reserves the right to close Custom Script Enhancement(s)/Development Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation;
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the 12-month period.

All standard rules, assumptions and exclusions apply to additional Change Requests.

***End of Document***

Technical Account Manager Services Schedule

Version

Effective September 8th 2023

Download

Technical Account Manager Services Schedule

Hyland will provide to Customer a Technical Account Manager during an “Initial Term” as defined in the Order Form within which this Schedule is referenced or linked (the “Order Form”). As used herein, “TAM Services” shall mean the services described in the table below, in the section titled “DESCRIPTION OF TAM SERVICES,” and are provided as follows:

All TAM Services will be performed remotely;
TAM Services will be provided in English only;
TAM Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
Resources assigned to perform the TAM Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the TAM Services.

Assumptions

Hyland’s provision of the TAM Services is based upon the assumptions below being true. If for any reason these assumptions are not true, this could result in a scope change and may have an impact on Hyland’s ability to provide the TAM Services, as well as the proposed cost and timeline to deliver such services:

The TAM Services shall be specific to the existing Software solution;
TAM Services will not replace Company’s technical support team as a first point of contact for Maintenance and Support but, instead, will work with Hyland’s technical support team to attempt to resolve issues as efficiently and effectively as reasonably possible;
Customer is specifically prohibited from assigning or using any resource in a manner which violates the terms of Customer’s license to Software;
If, at any time, resources providing TAM Services to Customer under this engagement are reasonably and in good faith deemed by Customer to be performing such services unacceptably due to a legitimate reason related to the services, Hyland shall use reasonable efforts to work with Customer to resolve any such issues;
Requests for services that do not constitute TAM Services may be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Change Control Process described below;
Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences, and will notify Customer when a given resource is unavailable due to sickness; and
Customer is aware that TAM Services are intended to assist with specific requests for assistance, and shall not be used to support in-depth or ongoing project activities or standard technical support, unless planned for in advance and mutually agreed in writing.

Exclusions

The following items are not covered under TAM Services:

Consultation, expertise and/or support of third-party software or hardware;
“Hands on” configuration changes to Customer’s Hyland solution;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to by Hyland;
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development;
Direct database modifications; and
Full project management and delivery utilizing Hyland’s formal project methodology in any form.

Initiating a Request for TAM Services

Unless explicitly instructed, Customers shall communicate service requests to the Technical Account Manager by opening an “Issue” via the Hyland Community Customer Project Portal;
Customer personnel who contact the Technical Account Manager must be authorized and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Technical Account Manager will not respond to requests from non-authorized personnel;
The Technical Account Manager will attempt to begin review of such request(s) within one (1) hour of receipt during Standard Business Hours. If a request is made during off-hours, the Technical Account Manager will begin actively working within one (1) hour of the next business day on such request(s).
Customer will provide availability of preferred date(s) and time(s) for Hyland’s consultation and/or action needed in response to such request(s); and
Hyland will confirm the time for the response with Customer by sending a corresponding meeting invitation to the requestor, identifying next steps.

DESCRIPTION OF TAM SERVICES

Services	Description	Frequency
Designated Resource	The Technical Account Manager will serve as designated point-of contact for Customer. The Technical Account Manager may be an assigned named individual, but not dedicated solely to Customer, and may change based on general resource availability. The Technical Account Manager will: Be responsible for serving as primary contact during resolution of high-visibility issues/escalations; Be engaged during planned Customer events, such as: go-lives, upgrades, etc.; Interface with Technical Support, Research and Development, and Managed Services (if applicable); Provide regular coaching on customer-specific solution configuration and software use; Conduct a regular sync (to be mutually defined by Customer and Hyland, but not to occur more than weekly), to review: Summaries of work and tasks completed, upcoming work, known issues or risks; Technical Support case volume, statuses, prioritizing work for Hyland resources and updating deliverables based on estimated work effort; and Other reporting details as requested, to provide clear communication paths and to summarize regular activities.	Ongoing
Strategic Governance Coaching	The Technical Account Manager shall lead an examination of the six (6) core components of content services; Capture, Manage, Access, Integrate, Measure and Store. This examination will analyze findings and provide coaching to Customer through a series of discussions regarding best practices and recommendations, which may include the following: Documenting the overall purpose, scope and desired outcomes for Software solution; Providing technical roadmap, which includes a summary of coaching discussions for Customer to create awareness and transparency for recommended Governance and Strategy efforts in the near-term; analysis of the existing Software solution configuration; and Providing a summary of findings, which may include strengths, weaknesses, opportunities and threats to the current Software implementation; and Discuss plans to implement the recommended changes, with corresponding costs, timeline, resources, training and communication plans.	Annual
System Performance Coaching	The Technical Account Manager will discuss, review and provide recommendations on overall system performance, which may include the following: Defining the key performance metrics that will be used to evaluate the Hyland solution, which may include items such as response time, system uptime and document retrieval speed; reviewing system performance data over a specified period of time to properly assess key performance metrics; Analyzing the collected data to review performance; Performing an evaluation of the various components of the Hyland solution where performance may need remediation, which may include items such as servers, infrastructure, database, network and/or Software configuration; Providing a summary of recommendations, which may include identifying specific areas where performance can be improved, such as: Changes and recommendations which should be made to software, network, configuration and/or other components; Resource estimates, requirements, and plan to implement the recommended changes; Known risks and challenges with implementing and/or not remediating performance issues; Establishing a process for ongoing monitoring of system performance; and Executive summary of performance review findings for the benefit of key stakeholders.	Annual
Upgrade Coaching and Release Planning	Technical Account Manager will evaluate the currently deployed Software solution and may: Discuss the proposed benefits and/or limitations based on the current version of Software in use by Customer; Provide a plan for upgrading Software, including: hardware, software, network requirements, infrastructure upgrades, potential system downtime, data migration, end-user training, costs, and other items; Develop a plan for testing and validation to ensure the upgraded Software solution functions as expected, which may include developing test cases to validate system performance, security and functionality; Discuss a path for data migration (where applicable) from version to version, to ensure data integrity and compatibility during the migration process; Identify any customizations and/or integrations that may require changes as a result of any such upgrade; Propose a training plan for end users to address any change management as a result of Software upgrade; and Create a contingency plan in the event of unforeseen complications during an upgrade to revert to previous version(s) of Software, if necessary.	Annual
Platform Growth Coaching	The Technical Account Manager will review Customer’s current Software solution with respect to overall platform growth and may: Discuss future Software development releases and their impact on Customer’s solution; Assist Customer in preparing for Software releases and features based on Software use and opportunity; Provide Customer with security information based on technical and security bulletins, and their corresponding impact to Customer; Identify potential opportunity for solution and platform expansion; Develop a plan for sizing appropriately based on growth, infrastructure, administration, staffing and training.	Annual

Customer Obligations

To facilitate Hyland’s delivery of TAM Services, Customer agrees to the following obligations. The parties acknowledge and agree that failure to meet the responsibilities noted will affect quality in the execution and completion of TAM Services.

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal; and
Customer personnel contacting the TAM must be authorized to do so by Hyland, and qualified to interact on a technical basis at a level required to support the Software solution.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination

The Initial Term of this TAM Services Schedule is defined in the Order Form. Hyland will provide to Customer TAM Services during the Initial Term, provided that if an Initial Term is not defined in the Order Form, it shall mean the twelve (12) month period commencing on the Effective Date of the Order Form (as such term is defined in the Order Form).

Unless otherwise specified herein, after the Initial Term, this TAM Services Schedule will renew automatically, at the then current service level, for periods equal to the Initial Term (each, a “Renewal Term”), unless either party provides written notice of its desire not to renew at least sixty (60) days prior to the end of the then-current Initial Term or Renewal Term, as applicable.

Notwithstanding anything to the contrary in the Underlying Agreement (as defined in the Order Form, if applicable), the Professional Services Terms and Conditions (including Schedule 1, if applicable) or otherwise, Customer may not terminate the TAM Services for convenience. All prepaid fees are non-refundable.

***End of Document***

Resource as a Service (RaaS) Schedule

Version

Effective March 26th 2024

Download

Resource as a Service (RaaS) Schedule

Hyland will provide to Customer Resource as a Service (“RaaS”) (as defined below) during an “Initial Term” as defined in the Order Form within which this Schedule is referenced or linked (the “Order Form”). “RaaS” shall mean the services described in the section below titled “Description of RaaS Services” and Appendix 1, and are provided as follows:

All services will be performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 5:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location;
The number of Hyland employees who will provide RaaS services hereunder (“Resources”) will correspond to the Qty. listed on the Order Form and may be designated as a part-time Resource or a full-time Resource; and
Resources assigned to perform the Services may be employees of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Services are described in Appendix 2. Customer may purchase Add-On Services by designating on the Order Form those Add-On services it requires.

Assumptions

RaaS services are based upon the below limitations and assumptions being true. If for any reason these assumptions are not true, this could result in a scope change and may have an impact on Hyland’s ability to provide the RaaS services, as well as the proposed cost and timeline to deliver such services:

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Customer is responsible to supervise and direct the activities of all Resources provided for this engagement. Customer is specifically prohibited from assigning or using any Resource in a manner which violates the terms of Customer’s license to Software. Customer shall be solely responsible for assigning work to the Resource which is within the scope of the assigned Resource’s knowledge and experience, and Customer shall determine priority and length (during the term of this engagement) of the services to be performed:
1. Customer agrees and acknowledges that the Resource assigned will be acting under the direction of Customer’s project team(s). Customer is responsible for all deliverables, the project approach, project management activities and the overall success of the solution; and
2. Customer understands and acknowledges that the services provided by the Resource may not result in a completed solution. All work that may not be completed will be transitioned to Customer’s project team in its existing state. Customer will assume responsibility for any and all open tasks unless Customer chooses to contract additional RaaS hours from Hyland;
RaaS will not replace Company’s technical support team as a first point of contact for Maintenance and Support but, instead, will work with Hyland’s technical support team to attempt to resolve issues as efficiently and effectively as reasonably possible;
If, at any time, a Resource providing services to Customer under this engagement is reasonably and in good faith deemed by Customer to be performing such services unacceptably due to a legitimate reason related to the services, Hyland shall use reasonable efforts to promptly work with Customer to resolve any such issues;
At any time during the engagement, Hyland and Customer may discuss if Customer’s requirements do not align with the skillsets or platform expertise of the Resource provided and, if so, both parties may mutually agree to modify the type of Hyland resources provided hereunder.

Exclusions

The following items are not covered under RaaS services:

Consultation, expertise and/or support of third party software or hardware;
Replacement for general Technical Support or Cloud Product Engineering Support;
Direct database modifications; and
Full project management and delivery utilizing Hyland’s formal project methodology in any form.

Description of RaaS Services

Hyland will provide Resources to assist with the following (as further described in Appendix 1):

Solution/project planning;
Solution discovery;
Solution documentation;
Solution design;
Solution implementation;
Solution testing; and
Solution support.

Full-time Resources will be available for up to thirty-six (36) hours of services each week. Service hours may not be “rolled over” from week to week.

Part-time Resources will be available for up to twenty (20) hours of services each week as designated on the Order Form. Service hours may not be “rolled over” from week to week.

In addition to the Resource service hours, as part of the engagement, Hyland will also provide a Project Manager to deliver supervisory project coordination services (not formal project management), facilitate scheduling of the Resources and escalation needs. The number of hours that the Project Manager will be available to provide such services shall be within Hyland’s discretion.

Customer Obligations

To facilitate Hyland’s delivery of RaaS services, Customer agrees to the following obligations. The parties acknowledge and agree that failure to meet the responsibilities noted will affect project duration, cost and/or quality in the execution and completion of RaaS services.

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary; and
2. The sponsor/manager will manage all customer obligations as defined within this Schedule;
Customer is responsible for timely completion of deliverables and action items throughout the course of the project;
Customer will assign and Hyland will have access to the appropriate business process owners and resources for the project in a timely manner when requested;
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Schedule.

Project Management

In addition to the personnel requirements above, Customer will appoint a single point of contact whose responsibilities include but are not limited to:

Collaboration with Hyland resources on project schedules;
Coordination of key departmental decision maker(s), subject matter expert(s), end-user representative(s), third party software application resources, project team representative(s) related to the project area, steering committee, project sponsorship;
Facilitate timely decision making and resolution of issues;
Coordination of Customer resources for any applicable testing and regression testing cycles;
Tracking and reporting test results; and
If applicable, arrange for physical workspace and tools (desks, meeting rooms, training rooms, conference phones, etc.) for duration of the project to accommodate scheduled onsite activities.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes:
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions;
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

If any party believes that a change to this Schedule is warranted, the party shall issue a Change Request in writing. The Hyland and Customer project teams will review the Change Request, determine the impact, and attempt to agree to the change(s). Once the change(s) are agreed upon, Hyland will provide a formal Change Order to Customer outlining the change in services, the impact on hours, resources, timeline and/or cost.

Customer and Hyland will fully execute each mutually agreed upon Change Order prior to the requested changes taking effect. Customer and Hyland acknowledge that this may affect services, timelines and deliverables, and therefore will make reasonable efforts to execute any changes to this Schedule with enough lead-time to minimize the influence on the project. No Change Order is binding upon the parties until it is executed by both parties.

Term and Termination

The Initial Term of this RaaS Schedule is defined in the Order Form. Hyland will provide the RaaS services to Customer during the Initial Term, provided that if an Initial Term is not defined in the Order Form, it shall mean the twelve (12) month period commencing on the Effective Date of the Order Form (as such term is defined in the Order Form).

Unless otherwise specified herein, after the Initial Term, this RaaS Schedule will renew automatically, at the then current Resource quantity level, for periods equal to the Initial Term (each, a “Renewal Term”), unless either party provides written notice of its desire not to renew at least sixty (60) days prior to the end of the then-current Initial Term or Renewal Term, as applicable.

At least forty-five (45) days prior to the expiration of the Initial Term (or applicable Renewal Term), Hyland will provide an invoice setting forth the fees applicable to the Renewal Term. Such invoice shall be due and payable on or before the first day of the Renewal Term. Hyland may not increase the fees for any Renewal Term in an amount by more than ten (10) percent of the fees payable with respect to the then expiring term.

Notwithstanding anything to the contrary in the Underlying Agreement (as defined in the Order Form, if applicable), the Professional Services Terms and Conditions (including Schedule 1, if applicable) or otherwise, Customer may not terminate the RaaS services for convenience. All prepaid fees are non-refundable.

Appendix 1 – Resource as a Service (RaaS)

Services	Description
Solution/Project Planning	Assistance with planning the needs of a designated project, including budget, escalation, status and/or scheduling.
Solution Discovery	Discovery session with the customer’s subject matter and technical expert(s) to define a solution.
Solution Documentation	If applicable, Hyland will provide documentation related to solution changes or requirements, which may include requirements documentation, user testing documentation and training documentation.
Solution Design	Assistance with Outlining and defining details about solution functionality and configuration.
Solution Implementation	Assistance with the installation and configuration of a solution.
Solution Testing	Solution testing support, which may include integration testing and customer led user testing
Solution Support	Technical advice and assistance regarding solution operation.

Appendix 2 - Description of Add-On Services

The following Add-On Services are available, if applicable.

Add-Ons Available

Onsite Resource

Hyland Resource(s) will travel to Customer’s site to perform services. If Customer has engaged more than one Resource, Customer may designate which Resource (or both) shall perform on-site services. The Order Form shall designate the number of weeks per year that such Resource(s) will perform on-site services and the cost per week for such services. Travel expenses are not included in this Schedule and will be charged separately in connection with such on-site services.

***End of Document***

Effective February 29th 2024 to March 26th 2024

Download

Resource as a Service (RaaS) Schedule

All services will be performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 5:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location;
The number of Hyland employees who will provide RaaS services hereunder (“Resources”) will correspond to the Qty. listed on the Order Form and may be designated as a part-time Resource or a full-time Resource; and
Resources assigned to perform the Services may be employees of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Services are described in Appendix 2. Customer may purchase Add-On Services by designating on the Order Form those Add-On services it requires.

Assumptions

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Customer is responsible to supervise and direct the activities of all Resources provided for this engagement. Customer is specifically prohibited from assigning or using any Resource in a manner which violates the terms of Customer’s license to Software. Customer shall be solely responsible for assigning work to the Resource which is within the scope of the assigned Resource’s knowledge and experience, and Customer shall determine priority and length (during the term of this engagement) of the services to be performed:
1. Customer agrees and acknowledges that the Resource assigned will be acting under the direction of Customer’s project team(s). Customer is responsible for all deliverables, the project approach, project management activities and the overall success of the solution; and
2. Customer understands and acknowledges that the services provided by the Resource may not result in a completed solution. All work that may not be completed will be transitioned to Customer’s project team in its existing state. Customer will assume responsibility for any and all open tasks unless Customer chooses to contract additional RaaS hours from Hyland;
RaaS will not replace Company’s technical support team as a first point of contact for Maintenance and Support but, instead, will work with Hyland’s technical support team to attempt to resolve issues as efficiently and effectively as reasonably possible;
If, at any time, a Resource providing services to Customer under this engagement is reasonably and in good faith deemed by Customer to be performing such services unacceptably due to a legitimate reason related to the services, Hyland shall use reasonable efforts to promptly work with Customer to resolve any such issues;
At any time during the engagement, Hyland and Customer may discuss if Customer’s requirements do not align with the skillsets or platform expertise of the Resource provided and, if so, both parties may mutually agree to modify the type of Hyland resources provided hereunder.

Exclusions

The following items are not covered under RaaS services:

Consultation, expertise and/or support of third party software or hardware;
Replacement for general Technical Support or Cloud Product Engineering Support;
Direct database modifications; and
Full project management and delivery utilizing Hyland’s formal project methodology in any form.

Description of RaaS Services

Hyland will provide Resources to assist with the following (as further described in Appendix 1):

Solution/project planning;
Solution discovery;
Solution documentation;
Solution design;
Solution implementation;
Solution testing; and
Solution support.

Full-time Resources will be available for up to thirty-six (36) hours of services each week. Service hours may not be “rolled over” from week to week.

Part-time Resources will be available for up to twenty (20) hours of services each week. Service hours may not be “rolled over” from week to week.

Customer Obligations

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary; and
2. The sponsor/manager will manage all customer obligations as defined within this Schedule;
Customer is responsible for timely completion of deliverables and action items throughout the course of the project;
Customer will assign and Hyland will have access to the appropriate business process owners and resources for the project in a timely manner when requested;
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Schedule.

Project Management

In addition to the personnel requirements above, Customer will appoint a single point of contact whose responsibilities include but are not limited to:

Collaboration with Hyland resources on project schedules;
Coordination of key departmental decision maker(s), subject matter expert(s), end-user representative(s), third party software application resources, project team representative(s) related to the project area, steering committee, project sponsorship;
Facilitate timely decision making and resolution of issues;
Coordination of Customer resources for any applicable testing and regression testing cycles;
Tracking and reporting test results; and
If applicable, arrange for physical workspace and tools (desks, meeting rooms, training rooms, conference phones, etc.) for duration of the project to accommodate scheduled onsite activities.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes:
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions;
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

If any party believes that a change to this Schedule is warranted, the party shall issue a Change Request in writing. The Hyland and Customer project teams will review the Change Request, determine the impact, and attempt to agree to the change(s). Once the change(s) are agreed upon, Hyland will provide a formal Change Order to Customer outlining the change in services, the impact on hours, resources, timeline and/or cost.

Customer and Hyland will fully execute each mutually agreed upon Change Order prior to the requested changes taking effect. Customer and Hyland acknowledge that this may affect services, timelines and deliverables, and therefore will make reasonable efforts to execute any changes to this Schedule with enough lead-time to minimize the influence on the project. No Change Order is binding upon the parties until it is executed by both parties.

Term and Termination

At least forty-five (45) days prior to the expiration of the Initial Term (or applicable Renewal Term), Hyland will provide an invoice setting forth the fees applicable to the Renewal Term. Such invoice shall be due and payable on or before the first day of the Renewal Term. Hyland may not increase the fees for any Renewal Term in an amount by more than ten (10) percent of the fees payable with respect to the then expiring term.

Notwithstanding anything to the contrary in the Underlying Agreement (as defined in the Order Form, if applicable), the Professional Services Terms and Conditions (including Schedule 1, if applicable) or otherwise, Customer may not terminate the RaaS services for convenience. All prepaid fees are non-refundable.

Appendix 1 – Resource as a Service (RaaS)

Services	Description
Solution/Project Planning	Assistance with planning the needs of a designated project, including budget, escalation, status and/or scheduling.
Solution Discovery	Discovery session with the customer’s subject matter and technical expert(s) to define a solution.
Solution Documentation	If applicable, Hyland will provide documentation related to solution changes or requirements, which may include requirements documentation, user testing documentation and training documentation.
Solution Design	Assistance with Outlining and defining details about solution functionality and configuration.
Solution Implementation	Assistance with the installation and configuration of a solution.
Solution Testing	Solution testing support, which may include integration testing and customer led user testing
Solution Support	Technical advice and assistance regarding solution operation.

Appendix 2 - Description of Add-On Services

The following Add-On Services are available, if applicable.

Add-Ons Available

Onsite Resource

***End of Document***

Effective January 17th 2024 to February 29th 2024

Download

Resource as a Service (RaaS) Schedule

All services will be performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 5:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location;
The number of Hyland employees who will provide RaaS services hereunder (“Resources”) will correspond to the Qty. listed on the Order Form and may be designated as a part-time Resource or a full-time Resource; and
Resources assigned to perform the Services may be employees of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Services are described in Appendix 2. Customer may purchase Add-On Services by designating on the Order Form those Add-On services it requires.

Assumptions

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Customer is responsible to supervise and direct the activities of all Resources provided for this engagement. Customer is specifically prohibited from assigning or using any Resource in a manner which violates the terms of Customer’s license to Software. Customer shall be solely responsible for assigning work to the Resource which is within the scope of the assigned Resource’s knowledge and experience, and Customer shall determine priority and length (during the term of this engagement) of the services to be performed:
1. Customer agrees and acknowledges that the Resource assigned will be acting under the direction of Customer’s project team(s). Customer is responsible for all deliverables, the project approach, project management activities and the overall success of the solution; and
2. Customer understands and acknowledges that the services provided by the Resource may not result in a completed solution. All work that may not be completed will be transitioned to Customer’s project team in its existing state. Customer will assume responsibility for any and all open tasks unless Customer chooses to contract additional RaaS hours from Hyland;
RaaS will not replace Company’s technical support team as a first point of contact for Maintenance and Support but, instead, will work with Hyland’s technical support team to attempt to resolve issues as efficiently and effectively as reasonably possible;
If, at any time, a Resource providing services to Customer under this engagement is reasonably and in good faith deemed by Customer to be performing such services unacceptably due to a legitimate reason related to the services, Hyland shall use reasonable efforts to promptly work with Customer to resolve any such issues;
At any time during the engagement, Hyland and Customer may discuss if Customer’s requirements do not align with the skillsets or platform expertise of the Resource provided and, if so, both parties may mutually agree to modify the type of Hyland resources provided hereunder.

Exclusions

The following items are not covered under RaaS services:

Consultation, expertise and/or support of third party software or hardware;
Replacement for general Technical Support or Cloud Product Engineering Support;
Direct database modifications; and
Full project management and delivery utilizing Hyland’s formal project methodology in any form.

Description of RaaS Services

Hyland will provide Resources to assist with the following (as further described in Appendix 1):

Solution/project planning;
Solution discovery;
Solution documentation;
Solution design;
Solution implementation;
Solution testing; and
Solution support.

Full-time Resources will be available for up to thirty-six (36) hours of services each week. Service hours may not be “rolled over” from week to week.

Part-time Resources will be available for up to twenty (20) hours of services each week. Service hours may not be “rolled over” from week to week.

Customer Obligations

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary; and
2. The sponsor/manager will manage all customer obligations as defined within this Schedule;
Customer is responsible for timely completion of deliverables and action items throughout the course of the project;
Customer will assign and Hyland will have access to the appropriate business process owners and resources for the project in a timely manner when requested;
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Schedule.

Project Management

In addition to the personnel requirements above, Customer will appoint a single point of contact whose responsibilities include but are not limited to:

Collaboration with Hyland resources on project schedules;
Coordination of key departmental decision maker(s), subject matter expert(s), end-user representative(s), third party software application resources, project team representative(s) related to the project area, steering committee, project sponsorship;
Facilitate timely decision making and resolution of issues;
Coordination of Customer resources for any applicable testing and regression testing cycles;
Tracking and reporting test results; and
If applicable, arrange for physical workspace and tools (desks, meeting rooms, training rooms, conference phones, etc.) for duration of the project to accommodate scheduled onsite activities.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes:
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions;
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

If any party believes that a change to this Schedule is warranted, the party shall issue a Change Request in writing. The Hyland and Customer project teams will review the Change Request, determine the impact, and attempt to agree to the change(s). Once the change(s) are agreed upon, Hyland will provide a formal Change Order to Customer outlining the change in services, the impact on hours, resources, timeline and/or cost.

Customer and Hyland will fully execute each mutually agreed upon Change Order prior to the requested changes taking effect. Customer and Hyland acknowledge that this may affect services, timelines and deliverables, and therefore will make reasonable efforts to execute any changes to this Schedule with enough lead-time to minimize the influence on the project. No Change Order is binding upon the parties until it is executed by both parties.

Term and Termination

At least forty-five (45) days prior to the expiration of the Initial Term (or applicable Renewal Term), Hyland will provide an invoice setting forth the fees applicable to the Renewal Term. Such invoice shall be due and payable on or before the first day of the Renewal Term. Hyland may not increase the fees for any Renewal Term in an amount by more than ten (10) percent of the fees payable with respect to the then expiring term.

Notwithstanding anything to the contrary in the Underlying Agreement (as defined in the Order Form, if applicable), the Professional Services Terms and Conditions (including Schedule 1, if applicable) or otherwise, Customer may not terminate the RaaS services for convenience. All prepaid fees are non-refundable.

Appendix 1 – Resource as a Service (RaaS)

Services	Description
Solution/Project Planning	Assistance with planning the needs of a designated project, including budget, escalation, status and/or scheduling.
Solution Discovery	Discovery session with the customer’s subject matter and technical expert(s) to define a solution.
Solution Documentation	If applicable, Hyland will provide documentation related to solution changes or requirements, which may include requirements documentation, user testing documentation and training documentation.
Solution Design	Assistance with Outlining and defining details about solution functionality and configuration.
Solution Implementation	Assistance with the installation and configuration of a solution.
Solution Testing	Solution testing support, which may include integration testing and customer led user testing
Solution Support	Technical advice and assistance regarding solution operation, which Includes help desk services.

Appendix 2 - Description of Add-On Services

The following Add-On Services are available, if applicable.

Add-Ons Available

Onsite Resource

***End of Document***

Effective October 31st 2023 to January 17th 2024

Download

Resource as a Service (RaaS) Schedule

All services will be performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 5:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location;
The number of Hyland employees who will provide RaaS services hereunder (“Resources”) will correspond to the Qty. listed on the Order Form and may be designated as a part-time Resource or a full-time Resource; and
Resources assigned to perform the Services may be employees of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Services are described in Appendix 2. Customer may purchase Add-On Services by designating on the Order Form those Add-On services it requires.

Assumptions

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Customer is responsible to supervise and direct the activities of all Resources provided for this engagement. Customer is specifically prohibited from assigning or using any Resource in a manner which violates the terms of Customer’s license to Software. Customer shall be solely responsible for assigning work to the Resource which is within the scope of the assigned Resource’s knowledge and experience, and Customer shall determine priority and length (during the term of this engagement) of the services to be performed:
1. Customer agrees and acknowledges that the Resource assigned will be acting under the direction of Customer’s project team(s). Customer is responsible for all deliverables, the project approach, project management activities and the overall success of the solution; and
2. Customer understands and acknowledges that the services provided by the Resource may not result in a completed solution. All work that may not be completed will be transitioned to Customer’s project team in its existing state. Customer will assume responsibility for any and all open tasks unless Customer chooses to contract additional RaaS hours from Hyland;
RaaS will not replace Company’s technical support team as a first point of contact for Maintenance and Support but, instead, will work with Hyland’s technical support team to attempt to resolve issues as efficiently and effectively as reasonably possible;
If, at any time, a Resource providing services to Customer under this engagement is reasonably and in good faith deemed by Customer to be performing such services unacceptably due to a legitimate reason related to the services, Hyland shall use reasonable efforts to promptly work with Customer to resolve any such issues;
At any time during the engagement, Hyland and Customer may discuss if Customer’s requirements exceed the level or type of Resource provided under this Schedule and, if so, both parties may mutually agree to modify the type or number of Hyland resources provided hereunder.

Exclusions

The following items are not covered under RaaS services:

Consultation, expertise and/or support of third party software or hardware;
Replacement for general Technical Support or Cloud Product Engineering Support;
Direct database modifications; and
Full project management and delivery utilizing Hyland’s formal project methodology in any form.

Description of RaaS Services

Hyland will provide Resources to assist with the following (as further described in Appendix 1):

Solution/project planning;
Solution discovery;
Solution documentation;
Solution design;
Solution implementation;
Solution testing; and
Solution support.

Full-time Resources will be available for up to thirty-six (36) hours of services each week. Service hours may not be “rolled over” from week to week.

Part-time Resources will be available for up to twenty (20) hours of services each week. Service hours may not be “rolled over” from week to week.

Customer Obligations

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary; and
2. The sponsor/manager will manage all customer obligations as defined within this Schedule;
Customer is responsible for timely completion of deliverables and action items throughout the course of the project;
Customer will assign and Hyland will have access to the appropriate business process owners and resources for the project in a timely manner when requested;
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Schedule.

Project Management

In addition to the personnel requirements above, Customer will appoint a single point of contact whose responsibilities include but are not limited to:

Collaboration with Hyland resources on project schedules;
Coordination of key departmental decision maker(s), subject matter expert(s), end-user representative(s), third party software application resources, project team representative(s) related to the project area, steering committee, project sponsorship;
Facilitate timely decision making and resolution of issues;
Coordination of Customer resources for any applicable testing and regression testing cycles;
Tracking and reporting test results; and
If applicable, arrange for physical workspace and tools (desks, meeting rooms, training rooms, conference phones, etc.) for duration of the project to accommodate scheduled onsite activities.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes:
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions;
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

If any party believes that a change to this Schedule is warranted, the party shall issue a Change Request in writing. The Hyland and Customer project teams will review the Change Request, determine the impact, and attempt to agree to the change(s). Once the change(s) are agreed upon, Hyland will provide a formal Change Order to Customer outlining the change in services, the impact on hours, resources, timeline and/or cost.

Customer and Hyland will fully execute each mutually agreed upon Change Order prior to the requested changes taking effect. Customer and Hyland acknowledge that this may affect services, timelines and deliverables, and therefore will make reasonable efforts to execute any changes to this Schedule with enough lead-time to minimize the influence on the project. No Change Order is binding upon the parties until it is executed by both parties.

Term and Termination

At least forty-five (45) days prior to the expiration of the Initial Term (or applicable Renewal Term), Hyland will provide an invoice setting forth the fees applicable to the Renewal Term. Such invoice shall be due and payable on or before the first day of the Renewal Term. Hyland may not increase the fees for any Renewal Term in an amount by more than ten (10) percent of the fees payable with respect to the then expiring term.

Notwithstanding anything to the contrary in the Underlying Agreement (as defined in the Order Form, if applicable), the Professional Services Terms and Conditions (including Schedule 1, if applicable) or otherwise, Customer may not terminate the RaaS services for convenience. All prepaid fees are non-refundable.

Appendix 1 – Resource as a Service (RaaS)

Services	Description
Solution/Project Planning	Assistance with planning the needs of a designated project, including budget, escalation, status and/or scheduling.
Solution Discovery	Discovery session with the customer’s subject matter and technical expert(s) to define a solution.
Solution Documentation	If applicable, Hyland will provide documentation related to solution changes or requirements, which may include requirements documentation, user testing documentation and training documentation.
Solution Design	Assistance with Outlining and defining details about solution functionality and configuration.
Solution Implementation	Assistance with the installation and configuration of a solution.
Solution Testing	Solution testing support, which may include integration testing and customer led user testing
Solution Support	Technical advice and assistance regarding solution operation, which Includes help desk services.

Appendix 2 - Description of Add-On Services

The following Add-On Services are available, if applicable.

Add-Ons Available

Onsite Resource

***End of Document***

Hyland Care EHR Services for New Customer

Version

Effective June 11th 2024

Download

Hyland Care EHR Services Schedule for New Customer

Hyland will provide to Customer Hyland Care EHR Services (as defined below) during an “Initial Term” as defined in the Order Form. As used herein, “Hyland Care EHR Services” shall mean the services described under the heading in the service offering table below (HYLCAREEHRNEW) that corresponds to the service type that is selected by Customer and set forth on the Order Form.

Hyland Care EHR Services supports one (1) production and two (2) non-production environments.
Services will be provided in English only;
Except as otherwise provided in Appendix 3, Professional Services will be provided both onsite at Customer location as well as remotely from Hyland offices, in each case during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. in Customer’s local time zone Monday through Friday, in Customer’s designated primary location.
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer hereby consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Managed Services are described in Appendix 2. Customer may purchase Add-On Managed Services by designating on the Order Form those Add-On services it requires.

Service Description

Please reference the Order Form for a description of the service type selected. Descriptions of the Professional Services related to OnBase for Integration for Epic are described in Appendix 3. Descriptions of all other Professional Services included under each type are provided in Appendix 1.

Services	HYLCAREEHRNEW (Enhanced MS Level)	HYLCAREEHRNEW (Operate MS Level)	HYLCAREEHRNEW (Advise MS Level)
Service Desk	Designated	Designated	Designated
Service Delivery Manager	Designated	Designated	Designated
Monthly Activity Report	Included
Solution Optimization / Assessment	Included	Included	Included
Strategic Workshop	Included	Included	Included
Solution Upgrade	Included	Included	Included
Administration	Included	Included
Program Management	Included	Included	Included
Solution Lead	Included	Included	Included
Inquiries	Included	Included	Included (see limitations described in “Inquiries and Change Requests” section below )
Configuration Management Database	Included
Solution Design Documentation	Included
Quarterly Sponsor Review	Included
Long-Term Release Management	Included
Incident	Review Response Resolution	Review Response Resolution
Change	Review Response Resolution	Review Response Resolution	Review Response Resolution
Release	Review Response Resolution
Problem	Review Response Resolution

Assumptions

Hyland Care EHR Services are based upon the below limitations and assumptions being true. If for any reason these assumptions are not true, this could result in a scope change and may have an impact on Hyland’s ability to provide the Hyland Care EHR Services, as well as the proposed cost and timeline to deliver such services:

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to unplanned time away (i.e. personal illness, personal emergency, etc.);
Customer is aware that Hyland Care EHR Services are intended to assist with specific requests for assistance and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing or as specified in Appendix 3. Requests for Professional Services that do not constitute Hyland Care EHR Services shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below;
Customer understands Hyland Care EHR Services are intended to supplement Customer’s needs beyond standard technical support; and
Each deliverable created will use Hyland’s standard deliverable templates. Customer requested changes to deliverable templates will cause timeline delays.

Exclusions

The following items are not covered under Hyland Care EHR Services:

Consultation, expertise and/or support of third-party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to in writing by Hyland.
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development, unless Customer has purchased Custom Scripting Enhancement/Development as an Add-On Managed Service;
Direct database modifications; and
Requests for excluded items or Professional Services that do not constitute Hyland Care EHR Services may be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Change Control Process.

Initiating Requests for Inquiries, Service Requests and/or Change Requests

Customers shall communicate Inquiries, Service Requests and/or Change Requests (see appendices for definitions) to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal and cannot be communicated through any indirect means;
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Resolution for Service Requests and Change Requests are as follows:
1. Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request;
2. Any Change Request for off-hours maintenance windows or extended involvement, such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.
Hyland will determine whether the request submitted constitutes an Inquiry, Service Request or a Change Request. If the request is determined to be an Inquiry or a Change Request, then Hyland will provide the services described below under “Inquiries and Change Requests.

Inquiries and Change Requests

Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change or may elect to have the request treated as an Inquiry, with consultation services only.

During the subscription term, Customer will be limited to one hundred and twenty (120) Change Request service engagements.

During each twelve-month period, Customer will be limited to twenty-four (24) Inquiry service engagements (if MS Advise).

Inquiries and Change Requests will be managed in the following manner:

All Change Requests for which active services are requested and all Inquiries which result in consultation services will be charged a minimum of one (1) active service engagement;
1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland;
2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes, issues or matters (and will advise Customer of the number of elective service engagements to be charged, if applicable);
3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iv) below, Hyland will perform the work required to address the Change Request or Inquiry.;
4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the Hyland Care EHR Services (such as Software conversions or implementations);
Unused Inquiries and Change Requests will not be rolled over into any subsequent period or renewal term;
In a single month, Customer may request active services relating to Inquiries or Change Requests that total no more than twenty-five (25) percent of the total annual Change Request or Inquiry service engagement allotment, as applicable;
Inquiry and Change Request services are scheduled subject to mutually agreed upon timelines;
Hyland will prioritize all Inquiries and Change Requests received from the Customer and will determine the order of scheduling and completion;
Hyland will provide a monthly report of elective service engagement information relating to Inquires and Change Requests that will include the following information:
1. Opening balance
2. Credits
3. Debits
4. Remaining balance

2. Hyland will make reasonable efforts to respond to emergency Inquiries and Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;

3. Customer is responsible for providing sufficient business requirements and/or use cases in order for Hyland to perform Change Request and Inquiry services. Hyland reserves the right to close Inquiries or Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and

4. Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Customer Obligations

To facilitate Hyland’s delivery of Hyland Care EHR Services, Customer agrees to the following obligations. The parties acknowledge and agree that failure to meet the responsibilities noted will affect project duration, cost and/or quality in the execution and completion of Hyland Care EHR Services.

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal; and
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution.

Project Management

Customer will designate a single point of contact whose responsibilities include but are not limited to the following:
1. Execute timely decision-making, completion of all deliverables and action items and resolution of issues throughout the course of the project(s);
2. Coordinate Customer resources for the testing and regression testing cycles of the configured Software solution, including the tracking and reporting test results; and
3. Arrange for physical workspace and tools (work desks, networked computers, meeting rooms, training rooms, conference phones, whiteboards, etc.) for duration of the project(s) to accommodate scheduled onsite and/or remote activities as dictated by Customer’s reasonable security measures.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third-party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

solicit for employment or for engagement as an independent contractor for the soliciting party or for any other third party a person who is or was an employee of the other party, or otherwise encourage or assist any such person to leave the employ of the other party for any reason, in each case at any time during such person’s employment by the other party or within one year (1) after such person has ceased to be an employee of the other party; or
hire or engage, directly or indirectly, as an employee or independent contractor a person: (i) with whom the hiring party had contact or who became known to the hiring party in connection with this Schedule; and (ii) who is or was an employee of the other party, in each case at any time during such person’s employment by the other party or within one year (1) after such person has ceased to be an employee of the other party.

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination

The Initial Term of this Hyland Care EHR Services Schedule is defined in the Order Form.

After the Initial Term, this Hyland Care EHR Services Schedule will renew automatically for Hyland Care EHR Services, excluding any and Professional Services described in Appendix 3 (which shall be provided as described therein), at the then current service type, for periods equal to the Initial Term (each, a “Renewal Term”), unless either party provides written notice of its desire not to renew at least sixty (60) days prior to the end of the then-current Initial Term or Renewal Term, as applicable.

At least forty-five (45) days prior to the expiration of the Initial Term (or applicable Renewal Term), Hyland will provide an invoice setting forth the fees applicable to the Renewal Term. Such invoice shall be due and payable on or before the first day of the Renewal Term. Hyland may not increase the fees for any Renewal Term in an amount by more than ten (10) percent of the fees payable with respect to the then expiring term.

Notwithstanding anything to the contrary in the Underlying Agreement (as defined in the Order Form, if applicable), Schedule 1 or otherwise, Customer may not terminate the Hyland Care EHR Services for convenience. All prepaid fees are non-refundable.

Appendix 1 – Hyland Care EHR Services Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Inquiries, Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its discretion, provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Inquiries, Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of Hyland Care EHR Services. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s environments; Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently; Escalate Inquiries, Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Sponsor Review(s), as applicable.
Program Management	A program manager will facilitate project oversight and undertake the following responsibilities: Provide a single point of contact responsible for delivering organization-wide initiatives tied to Hyland Professional Services; Manage Hyland project resources to attempt to minimize resource rotation and reduce project cycle time; Establish and maintain a regular cadence of communication and status reporting with Customer’s program manager or project sponsor; Help to achieve Customer’s vision, strategies and goals; Develop monthly and quarterly metrics and associated reporting for steady state solutions, as well as projects in flight; Provide a single point of focus for all escalations; Establish working relationships in collaboration with key Hyland and Customer stakeholders; and Schedule design sessions for new projects using the existing solution(s).
Solution Lead	A solution lead will facilitate project oversight and undertake the following responsibilities: Attend monthly meetings with Customer’s project sponsor for the lifecycle of the project; Provides overall Solution guidance; Working with Customer to tailor specific requirements to the implemented Solution. Assisting in preparation of the Solution Design Document to reflect agreed upon Customer requirements. Working with Customer to identify, document, and prioritize enhancement requests. Assisting with quality assurance efforts. Evaluating testing issues to verify defects versus enhancements. Assisting in the Go-Live implementation. Managing technical escalations and related communications. Scheduling monthly Customer check-in meetings to review solution activity and proactively identify, plan, and prioritize solution needs and enhancements.
Monthly Activity Report	A monthly report delivered by Hyland which may include: Summary of work and tasks completed, upcoming work, known issues or risks; Summary of outstanding Inquiries, Service Requests and/or Change Requests; and Other reporting details as mutually agreed upon, to provide clear communication paths and to summarize monthly activity.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions; Responding to business needs to create, modify or delete user accounts for existing security groups within the Software; Help maintain non-production environments for testing, training, and/or issue resolution; Respond to questions concerning product capabilities; Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software; Analyzing solution performance trends; Executing solution optimization tasks
Inquiries	Request by Customer for remote online consultation services between the Customer and a consultant Each Inquiry includes up to one (1) hour of remote online consultation services between the Customer and a consultant; Customer may record the Inquiry appointment, subject to Hyland agreement, and provided that such recordings are used only internally; Hyland may limit the scope of each Inquiry to the questions and discussion items submitted in advance by the Customer in the Inquiry request. Customer shall be permitted up to one (1) additional hour of follow-up consultation relating to each Inquiry; In response to Customer Inquiries, Hyland will, as appropriate: ch Conduct reasonable research and preparation in order to respond to the Inquiry (provided the Customer has delivered a written summary of questions at the time of the Inquiry request); Provide consulting services in relation to Software use; Recommend solution configuration changes and/or design reviews; Attempt to identify root causes of problems and/or troubleshoot solution configuration; and Make recommendation(s) for remediation and resolution paths for Customer. Hyland’s response may be delivered electronically or verbally; Hyland will use reasonable efforts to schedule consultations in response to Inquiries within a seventy-two (72) business hour period from time of submitted Inquiry; and Any additional Inquiries requested by Customer will result in a pricing adjustment and will follow the defined Change Control Process outlined in this document.
Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Customer has access to use Hyland Care EHR Services for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through Hyland Care EHR Services.
Solution Optimization Assessment	Annual solution assessment by Hyland. Any Change recommendations included in the assessment documentation will require elective Change Requests to implement.
Strategic Workshop	One (1) annual engagement designed to help Customer discover the top priorities and deliver a 12-month action plan to achieve quick wins that may drive changes to the Software solution.
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of Hyland Care EHR Services, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determine is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.
Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer; not the result of Incidents and Problems; scheduled services that the Customer must request and schedule 72 hours in advance; and subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement a Response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an Issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within its production environment. If a System Outage is caused by Changes requested by Customer to the production environment, Hyland may reverse or “undo” such Changes in order to revert to the previous functionality. Customer is responsible for reporting a System Outage by submitting a Technical Support Case via Hyland Community or contacting Technical Support: https://community.hyland.com/login?returnUrl=/customer-portal/wiki/hyland-support/technical-support-phone-numbers
Service Request	Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages. There are no limitations on the number of Service Requests submitted during the Term. Service Desk will attempt to begin Review of Service Requests within one (1) hour of reported impact during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours.
Change Request	Request by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are categorized based on type of Change Requests. Service Desk will attempt to begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working the next business day.

Appendix 2 - Description of Add-On Managed Services

The following Add-On Managed Services are available, if applicable.

Add-Ons Available

Custom Script Enhancement(s) and/or Development Requests

Additional Change Requests

Custom Script Enhancement(s)/Development Requests

Customer will be entitled to a quantity of Custom Script Enhancement(s)/ Development Requests designated by Hyland for use during the Initial Term (with each quantity, as specified on the Order Form, being comprised of five requests), which will be managed in the following manner:
1. All Custom Script Enhancement(s)/Development Requests will be charged a minimum of one (1) change per request;
2. Unused Custom Script Enhancement(s)/Development Requests will not be rolled over into any subsequent period or renewal term;
3. Hyland will evaluate all Custom Script Enhancement(s)/Development Requests to determine work effort associated with the request;
  1. Hyland reserves the right to charge multiple change requests from the account balance for requests which encompass multiple component changes;
  2. Hyland reserves the right to recommend a separate Professional Services engagement for requested changes which are determined to exceed the available balance of change requests for work which are not typically addressed by the managed services delivery team (such as Software conversions);
4. In a single month, Customer may submit Custom Script Enhancement(s)/Development Requests that total no more than twenty-five (25) percent of the total annual Custom Script Enhancement(s)/Development request allotment;
5. Custom Script Enhancement(s)/Development Requests are scheduled services with mutually agreed upon timelines;
6. Hyland will prioritize all Custom Script Enhancement(s)/Development Requests received from the Customer and will determine the order of changes to be scheduled and completed;
7. Hyland will provide a monthly report of Custom Script Enhancement(s)/Development Request information that will include the following information:
  1. Opening balance
  2. Credits
  3. Debits
  4. Remaining balance
Hyland will make reasonable efforts to respond to Emergency Custom Script Enhancement(s)/Development Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Custom Script Enhancement(s)/Development Requests. Hyland reserves the right to close Custom Script Enhancement(s)/Development Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation;
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the subscription term.

Appendix 3 – OnBase Integration for Epic

OnBase integration for Epic will be provided at all of the Customer facilities identified in the Underlying Agreement, as described under “Project Scope,” below.

The Professional Services described in this Appendix will be provided both onsite at Customer location as well as remotely from Hyland offices, in each case during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. in Customer’s local time zone Monday through Friday, in Customer’s designated primary location.

Project Scope

Pre-Visit Documentation Workflow

Scope

The project will consist of initiation, requirements analysis, implementation services and project management in association with the capture, management and linking of documents that arrive in advance of a scheduled or unscheduled patient visit, including referral documents. The documents will be linked to the Epic EMR. This project allows for the scheduling work to be performed in a centralized or decentralized setting in hospitals and clinics.

Content Capture

Day forward capture of scanned or faxed documents such as referrals and orders for classification, storage and linking to Epic;
Software’s “sweep” functionality of purchased Software and/or Rightfax Server integration (if viable) will be utilized; and
Configuration (if necessary) of a document separation scan queue.

Content Management

Documents will be manually separated (if necessary) in a scan queue that supports document separation;
Software Workflow filters will be applied (if necessary) to incoming documents based on keyword values for Department, Status and Sub-Status;
Order analyzers, appointment schedulers and other end users interacting with received documents will execute Workflow Tasks that indicate the status of the faxed order;
Faxed order status options will be pre-configured based upon a standardized solution model; and
Once received documents have been fully indexed, Software will generate an outbound HL7 message to Epic to create the document retrieval link at the appropriate level within Epic, based upon the document type assigned to the received document.

Interfaces

Content captured will be interfaced via Software HL7 to Epic Bridges through the use of the HL7 middleware. A workflow system task will use the Software HL7 Interface for outbound communication:
1. Outbound MDM messages to interface captured documents to the EpicCare system;
2. Incoming SIU messages for the capture of scheduling data from Epic; and
3. Inbound MDM (“Bi-Directional Scans Maintenance Interface”) messages to update metadata assigned to documents stored in Software after having been updated within Epic:
  1. The Bi-Directional Scans Maintenance Interface must be procured through Epic.

Content Delivery

Integrated single document retrieval from document hyperlinks within the patient record in EpicCare using the API integration between the Software and Epic;
EpicCare Link/MyChart (if necessary); and/or
Document retrieval using native client(s) of the Software.

Assumptions

Customer’s fax server solution has the capability to make documents available to the Software from a location and in a format that the Software can import;
Customer is on a version of Epic that support incoming SIU, Bi-Directional Scans, and ZRE interface;
Customer’s existing Epic solution allows for documents to be assigned to scan eligible appointment Contact Serial Numbers (“CSNs”), Orders, and/or Referral IDs:
1. Charts can be created within Software for appointments based on incoming SIU messages;
2. Documents can be attached to appointments via batch scanning, integrated scanning or native Software document import functionality;
3. If an appointment is re-scheduled and a new CSN is generated by Epic, the software will create a new chart and re-assign the document(s) attached to the original chart to the new chart; and
4. If an appointment is cancelled within Epic, Epic will convert the cancelled appointment to a Scan-Only Encounter. OnBase will move the documents attached to the appointment to the new Scan-Only Encounter CSN.
Customer’s software Workflow will not be used to validate tasks or ensure that processes are followed in the proper order. Customer resources will be trained in the proper order to execute tasks and will be responsible for ensuring that tasks are executed in the proper order and at the proper time; Software Workflow features such as Timers, User Interaction or Load Balancing are not available outside Software Workflow. will either deploy Intelligent MedRecords to automate document classification or staff will be responsible for manually updating document keywords to facilitate the creation of an HL7 message;
Users can see all documents within a given status and not know who or if another scheduler is actively working the document;
Documents are not automatically assigned to users on a first-in first-out process;
Customer will be responsible for the implementation and management of any fax server software or infrastructure enabling faxed documents to be stored on an accessible network directory; and
Documents will attach to records within Epic at the appointment level, and the Customer version of Epic will allow for this integration.

Exclusions

The following items are considered out of scope for this engagement:

Creation of Workflow E-forms (an electronic HTML form acting as a document in Software) is not included in this estimate;
Automatic assignment of documents to specific users for processing;
Individual documents will not be automatically assigned to individuals, groups or roles; Individual users will be able to filter documents based upon criteria identified to perform their business task(s);
Notifications about documents in a Workflow queue for a period of time are not included;
External communication (fax/e-mail) of documents is not included; and
Custom development to accommodate electronic fax solutions incapable of making documents available to the Software from a location and in a format that the Software can import.

Registration Solution

Scope

This project area will consist of integrating Software with the Epic modules relevant to Registration (i.e., Epic Cadence and Epic Prelude), enabling Software capture and management of documents, and the linking of documents to Epic.

Content Capture

Capture of registration documents such as insurance cards, photo identification, and consent forms.

Content Delivery

Integrated document retrieval from document hyperlinks created within select Epic Registration contexts (determined by Customer in consultation with Epic); and
Document retrieval using native client(s) of the Software (Customer HIM staff and other select users).

Third-party Application Integration

Software will integrate/interface with the following applications:
1. Epic ADT/Prelude Registration (Inpatient); and
2. Epic Prelude Registration (Ambulatory).

Exclusions

The following items are considered out of scope for this engagement:

Electronic Completion and signing of forms using a device such as a tablet PC, interactive pen display, or signature pad capable of capturing digital ink; and
The implementation of an OnBase Mobile eCapture solution for use with mobile devices, such as iPads, to capture patient signatures on consent forms.

Clinical Records Solution

Scope

Content Capture

Capture of select clinical documents, such as lab results, via scanning or the use of other Customer-owned Software modules;
Batch scanning and barcode recognition as available of clinical documents, with documents linked to Epic via HL7; and
Import of electronic documents from up to five (5) ancillary clinical systems, with documents linked to Epic via HL7. Documents must be in non-proprietary document formats (e.g. PDF, TXT, RTF and JPG). The pricing for this proposal is based upon the assumption that native import functionality of purchased Software modules (e.g. HL7) will be leveraged for document import:
1. OnBase software supports as many ancillary system imports as required. The number above represents the number of imports Hyland services will create as part of this services project. Customer admins will be trained on how to create further imports as needed.

Content Delivery

Integrated document retrieval from document hyperlinks created within select EpicCare contexts (determined by Customer in consultation with Epic);
Integrated document retrieval via the launch of the Hyland Clinician Window from EpicCare; and
Document retrieval using native client(s) of the Software (Customer HIM staff and other select users).

Content Management

Physician Acknowledgement:
1. The routing of batch scanned documents to a physician’s Epic in-basket for the purpose of Physician Acknowledgment.
Deficiency Analysis and Completion using Deficiency Pop (If Applicable):
1. Software will extend Epic’s deficiency analysis and completion capabilities to facilitate analysis and completion of documents stored in Software;
  1. Missing Signature and Missing Information deficiencies are supported by Software; and
  2. Software will deliver deficiency, completion, and refusal data to Epic to support consolidated deficiency management in Epic.
Epic Chart Search Functionality:
1. Epic is configured for Epic Chart Search.
2. MDM Messaging is currently sending via Workflow, not Scan Queue HL7 Sending.
Release of Information (“ROI”):
1. Epic ROI reports will automatically include documents linked in Epic to Software.
Document Corrections:
1. The Solution will include a workflow to facilitate document corrections, such as misfiles and duplicate scans, with the corrections being performed by HIM or other authorized staff; and
2. Epic end users will be able to initiate the correction process directly from the Epic-integrated Software viewer.
Document Maintenance:
1. Document maintenance may be facilitated through the Bi-Directional Scans Maintenance Interface;
2. When a document record (“DCS”) is changed in Epic, a Bi-Directional Scans Maintenance Interface message can be sent to Software, within which the document metadata will be updated accordingly; and
3. Documents can also be soft deleted from Epic through this process.
Software will automatically process patient merge messages from Epic. Software will facilitate, but not completely automate, the un-merging of patients;
Integration with the Epic Web BLOB Server Pass-Through:
1. Specific use cases by which the Epic Web BLOB Server Pass-Through (“WBP”) will be utilized by Customer will be identified and investigated during Project Requirements Analysis;
2. Only day-forward documentation may be stored in Software leveraging WBP;
3. The following types of documents stored in the Epic Web BLOB Server will not be eligible for WBP:
  1. Documents from external organizations retrieved through Image Exchange;
  2. HTML template-based e-signatures;
  3. Files not compatible with the Media Manager or the Media tab in Chart Review;
  4. Files that exist without corresponding document records in the Document (DCS) master file; and
  5. Other documentation identified as ineligible by Epic.
4. Documents stored in OnBase by way of the WBP will exist as ‘read-only’ documents:
  1. Only WBP calls initiated from within Epic will be able to perform file edits. Such requests will trigger in-place replacements of files stored in Software and will not utilize Software revisioning capabilities;
  2. Only WBP calls initiated from Epic will be able to perform document deletions. Such requests will trigger document purges from within Software; and
  3. Only HL7 messages initiated from Epic will be able to perform metadata updates on WBP documents. Metadata update processes will work in conjunction with the ADT interface and Bi-Directional Scans Maintenance Interface. Metadata updates include Keyword changes and Document Type changes. These updates can be triggered as a result of typical patient activity or the Edit document process initiated from within Epic and will require the use of the Software Document Update Processor. These types of metadata updates are one-way and only triggered from Epic. No updates to document metadata performed in Software will be sent to Epic.
5. Document security in Software will be maintained separately from Epic security. This may result in documents being viewable in one system and not the other if security models between Software and Epic are not aligned.
Dashboard Reporting Packages: Pre-configured Reporting Dashboards to allow users to monitor performance and analyze trends in real-time. These reports include:
1. HIM Operations I Package
  1. Scanning Productivity by User Group;
  2. Indexing Productivity by User Group;
  3. QA Productivity by User Group;
  4. Document Type Summary;
  5. My Scanning Productivity;
  6. My Indexing Productivity;
  7. My QA Productivity;
  8. Batch Snapshot;
  9. Capture Process Designer Batch Processing Time;
  10. Capture Process Designer Batches Currently in Processing; and
  11. Committed vs Created Documents.
2. HIM Operations II Package
  1. Barcode Processing Configuration;
  2. Chart Analysis Report - Native or Workflow;
  3. Coding Report - Native or Workflow;
  4. Document Corrections - Current Correction Requests;
  5. Document Corrections - Filed In Error Report;
  6. Document Corrections - Productivity;
  7. Document Corrections - Requested Corrections;
  8. Document History Log;
  9. Document History Log by User;
  10. Document History Log for MRN;
  11. Document Type Views;
  12. EMR Integrated Scans;
  13. Outstanding Deficiency Reporting;
  14. Page Changes During Batch Processing;
  15. Scan Queue Document Types;
  16. Content Conditioning – Documents Currently In Review Queues; and
  17. Content Conditioning – Productivity.
3. System Administrator Package
  1. Bar Code Processing Configuration;
  2. Chart Type (Epic vs. MRM) Report;
  3. Chartless Documents;
  4. Configuration Log;
  5. Document History Log;
  6. Document Import Summary;
  7. Facility Chart Tabs & Doc Types Report;
  8. HL7 Sending Report;
  9. Keywords Assigned to Document Types;
  10. License Registration by License Type;
  11. New/Inactive Facilities Report;
  12. Physician Report;
  13. Scan Queue Document Types;
  14. User Group and Login Report;
  15. Workflow Document Types;
  16. Workflow Timer Report;
  17. ADT Testing Dashboard;
  18. Merge Testing Dashboard;
  19. Unmerge Testing Dashboard;
  20. Document Attachment Dashboard; and
  21. New /Inactive Admit Types Report.
4. Release of Information (ROI) Package
  1. ROI Request Logs; and
  2. ROI Request Snapshot.

Interfaces

HL7 interfaces will be leveraged for both inbound and outbound data communications with Software:
1. A single (1) incoming ADT interface to capture patient and encounter data;
2. Incoming SIU interface to capture scheduling data;
3. Orders interface is included in scope;
4. A single (1) outbound MDM interface to link documents to the EMR; and
5. Inbound MDM (“Bi-Directional Scans Maintenance Interface”) interface to update metadata assigned to documents stored in Software after having been updated within Epic.

Third-party Application Integrations

Software will integrate with the following applications:
1. EpicCare Link/MyChart;
2. EpicCare (Ambulatory/Inpatient);
3. Epic Health Information Management:
  1. Chart Deficiencies (Inpatient); and
  2. Release of Information.
4. EpicCare Everywhere.

Assumptions

Release of Information module/license is required for ROI dashboard package;
Image Retrieval API service is required for EpicCare Everywhere Integration;
Hyland will configure Dashboard Reporting Packages using standard document and workflow data providers;
Customer is on a version of Epic that support incoming SIU and Bi-Directional Scan:
1. The Bi-Directional Scans Maintenance Interface must be procured through Epic.
Customer will supply initial bulk export of the physician metadata required to assign the responsible provider to deficiencies, as well as the subsequent daily metadata updates; and
Hyland will train system administrator on copying/modifying standard dashboards for other user groups. System Administrator will be responsible for the maintenance of existing and the creation of new dashboards as required.

Exclusions

The following items are considered out of scope for this engagement:

Professional Services for the configuration of custom dashboards using the Reporting Dashboards module.

Unity ROI Solution

Scope

The project will consist of initiation, requirements analysis, implementation services and project management in association with the Release of Information (“ROI”) Unity solution. This solution will allow HIM or other authorized users to create and process ROI requests for documents not linked to Epic.

Content Management

Create, manage and approve ROI requests to gather documents based on specific criteria;
Assemble and sort relevant documents within Software;
ROI requests are assigned to users and the status of the request is maintained in Software; and
Search for requests by requestor and patient information.

Content Delivery

Software Medical Records Unity Client; and
Print or export to PDF file for delivery.

Third-party Application Integration

ROI requests may be scanned within Epic ROI in order to initiate the ROI request in Software; and
Software may optionally generate an MDM message to Epic containing the ROI package such that the full release can be performed from Epic.

Deployment

The solution will be deployed within Customer HIM departments to be defined during project Requirements Analysis.

Assumptions

This project is based upon the assumptions below being true. If for some reason these assumptions prove to be false, this could result in a scope change and may have an impact on the proposed cost and timeline to deliver:

Billing for ROI requests is managed in Epic;
Customer is licensed for Software Release of Information module;
The UnityROI solution will be leveraged to facilitate the completion of ROI requests requiring the inclusion of documents stored within software that are not linked to the patient record in Epic; and
Customer will be responsible for identifying the Software document types which will be eligible for inclusion within the UnityROI solution.

Hyland Clinician Window

Scope

The project will consist of initiation, requirements analysis, implementation, and project management Services in association with the Healthcare Clinician Window (“HCW”). Hyland will perform the following:

Installation of the HCW Software components; and
Configuration of the following elements of the HCW:
1. Document Collections;
2. Banner attributes (enabled/disabled);
3. Unified Types;
4. Categories;
5. Filter Categories;
6. Date Format;
7. Content List; and
8. Corrections integration.

Deployment

Hyland will support migration of Software solution changes to production environment and Hyland services will support the go-live as a part of the overall Epic go-live.

Third-party Application Integrations

Software will integrate with the following applications:
1. EpicCare (Ambulatory/Inpatient).

Assumptions

Customer must be on Software version EP5 or later;
Customer must have IDP installed within Software;
Customer must utilize Healthcare Corrections version 2.0 or later; and
Customer understands that routine maintenance of the Software solution is required to support the use of the HCW.

Exclusions

The following items are considered out of scope for this engagement:

Integrations with any Vendor Neutral Archives (“VNA”) and/or third-party medical imaging zero-print viewers;
Integration with any other solution other than Software;
Installation, configuration, and integration with any third-party diagnostic imaging viewers; and
Installation, configuration, and integration to NilRead or any other diagnostic viewer to display DICOM images within HCW.

Billing Office Solution

Scope

This project area will consist of integrating Software with Epic Resolute, including Professional Billing and Hospital Billing.

Business Correspondence Processing

Paper business correspondence will be batch scanned and moved to a Software queue for indexing and QA:
1. Actionable correspondence will be managed directly within Epic. Software will create a nightly text file containing the document handle for each piece of correspondence that was scanned into Software that day. This file will then be automatically imported into Epic, and a Correspondence Record is created for each document handle in the file. This will create a direct link to the document from the Epic Correspondence Record. It is recommended that Correspondence Records are created for the Correspondence Solution:
  1. Customer is on a version of Epic that supports Correspondence import and subsequent creation of Correspondence records via flat file.

Batch Payment Posting in Epic Resolute

Software will be used to scan EOBs, or acquire existing EOB images, to create posting batches in Epic:

The document representing the posting batch will be linked to Epic via an HL7 ZBI message. Customer is responsible for purchasing the ZBI interface from Epic and any required configuration services. Epic will create the posting batch based on the information in the ZBI message. EOBs retrieved from lockboxes for the Epic/Software batch posting integration must be multi-page TIFF images. Combining multiple images to create a posting document is not in scope;
When an end user opens a Software-created Epic batch for posting, Epic will open a Software viewing window to facilitate payment posting;
For each posted transaction, Epic will record the page visible in Software, creating a link to the specific page of the posting document;
The posting documents will be run through the Software OCR Processor, allowing subsequent text-based search of posting documents from a Software client; and
Epic will be configured to produce a flat file mapping Epic batch IDs to Software document ids, enabling Software to index the posting documents to the Epic batch IDs. As a result, the Software posting documents will be retrievable by Epic batch ID from a Software client.

835 Processing

Software will be configured to import up to five (5) distinct 835 feeds;
The Software 835 Processor will index the file at the level of specific payments and create 835 file virtual EOBs (i.e. EOBs for individual payments) suitable for use in follow-up packets (e.g. a partial-pay appeal packet); and
The 835 file virtual EOBs will be created using Software’s standard XML style sheet. The virtual EOBs can be customized per 835 file to suit the needs of specific payers, but that configuration is outside the scope of this project and is typically only required when demanded by specific payers (uncommon).

Lockbox Integration

Software will be configured to integrate with up to four (4) electronic lockboxes;
Documents associated with the billing office, correspondence, EOBs, or 835 files, may be received by Customer via lockboxes. Software will import documents from the lockboxes, and initiate the business processes described in this Project Area;
Customer is responsible for securely downloading lockbox contents to a defined location on the same local area network (LAN) hosting the Software;
If applicable, scoping is based upon the assumption that native import functionality of purchased Software modules (e.g., DIP) will be leveraged for lockbox document import. Any custom development required to provide a pre-processor that parses lockbox images and allows them to be processed by software is not included in the scope of this project area but may be facilitated through the use of elective change blocks.

Content Delivery

Business correspondence and any documents in Software associated with the relevant MRN or invoice number will be retrievable from Epic Resolute. The integration will be achieved by configuring Epic Activity Buttons to invoke the Software QueryPop; and
Document retrieval using native client(s) of the Software.

Interfaces

HL7 interfaces will be leveraged for outbound communication from Software:
1. Outbound ZBI message to interface documents to the billing system:
  1. The Epic ZBI interface must be procured through Epic in order to allow for the integration of scanned EOBs to the batch selection screen within Epic Resolute.

Third-party Application Integrations

Software will integrate with the following applicable applications:
1. Epic Resolute – Hospital Billing; and
2. Epic Resolute – Professional Billing.

Exclusions

The following items are considered out of scope for this engagement:

Provision of any lockbox pre-processor required to parse lockbox images and store documents in Software:
1. Customer may elect to use elective Change Requests (defined above) to implement lockbox pre-processor during the initial install of the OnBase for Epic integration.

Requirements Analysis

Included in the project cost is dedicated time for Software solution requirements analysis, documentation and review. Requirements Analysis activities include:

Requirements Capture: Hyland will collaborate with Customer’s project team to discover and define the detailed requirements of the Software solution. Discussions focus on the requirements to meet Customer’s business objectives, including any integration(s) that may be in scope for the project:
1. Customer project team may consist of subject matter experts from the business areas and technical experts from IT, interfaces and applications: and
2. Agenda will reflect a single collaborative session per project area. For example, where the same department is repeated across multiple entities, representatives of each entity should attend requirements gathering sessions.
Requirements Documentation: Hyland composes formal documentation containing the requirements of the Software solution. Additional follow-up items may be discussed with the Customer subject matter experts to close gaps in the understanding of the captured requirements during the Requirements Capture. Once complete, the documentation is delivered to Customer’s project team.
Requirements Review: Hyland reviews the Requirement Document with Customer’s project team to validate the Software solution requirements. Modifications to the document are made and a finalized Requirements Document is delivered to Customer’s project team; and
Project Schedule: Hyland will update the Preliminary Project Schedule to reflect a more detailed schedule based upon the Requirements Documentation.

Solution Build

Included in the project cost is dedicated time to build the Software solution. Solution build activities include:

Solution Design: Hyland will design the solution based on the Requirements Document. In the case that the solution contains a Workflow or WorkView application, Hyland will conduct a walkthrough demonstration of Workflow or WorkView, soliciting Customer feedback; and
Solution Installation and Configuration: Hyland will install and configure the complete Software solution to fulfill the documented requirements captured in the Requirements Document. Implementation accounts for two (2) environments: Production (PROD), and one (1) Non-Production User Test (“UT”) Lite environment.

Testing & Training

Included in the project scope is dedicated time for solution testing and user training activities. Testing and training activities include:

Customer will manage the deployment of Software testing\training workstation(s) (e.g., PC(s) and Scanner(s)), including the installation of all necessary software/clients, unless otherwise defined within this Appendix.
Unit Testing: Hyland will validate that the solution conforms to the Requirements Document. Upon completion of unit testing and incorporation of any changes to the solution, Hyland will inform the Customer unit testing is complete;
Training Material Generation: Hyland will compose training materials specific to the configured solution for use by Customer’s designated trainers. Customer trainers may modify the document to meet Customer’s training approach;
Customer will prepare and supply the necessary testing\training resources including, but not limited to the following:
1. HL7 messaging
2. Sample, production-like content
3. Electronic feeds (e.g., lockbox files, EDI 835, ancillary reports)
4. Paper documents
5. Sample test patients and encounters, preferably in all environments including Production.
Execution of up to two (2) Software training sessions described below:
1. One (1) “train-the-tester” session on the Software Solution, for up to five (5) designated testers; and
2. One (1) “train-the-trainer” session for up to five (5) persons that Customer intends to conduct end-user training.
Customer will secure training room(s) ensuring that all resources participating will have the proper workstations and materials, as set forth by the Hyland project team.
1. If these provisions are not met, Hyland has the right to cancel and reschedule training.
Execution of one (1) solution-specific configuration walk-through for up to two (2) designated Software system administrators provided by Hyland to Customer; and
Customer Testing Support: Hyland will support the Customer’s testing of the configured solution. Customer-created business test cases are used by Customer’s resources to test the Solution. Customer should prepare for these activities by defining test plans and scripts early in the project process. Hyland will make changes to the Software configuration to cause the Solution to function in accordance with the Requirements Document.
Customer will create, maintain, and execute test plans and cases, as well as track and report testing results during the testing cycle(s); and
Customer will train additional end users on the use of Software.

Go-Live Support

Customer may elect to receive support for up to two (2) go-live events. Dates of the go-live events will be subject to mutual agreement; however, if two go-live events are elected, the second event must be completed no later than four (4) months from the completion of the first go-live event. Customer’s System Administrator/s will be first point of contact for go-live support. Go-live support will be provided as follows for each go-live event:

Hyland will provide up to two (2) resources for onsite go-live support (Hyland may add resources if it determines additional resources are needed) during normal business hours for consecutive days (Monday – Friday, 8am – 5pm, Customer local time) from a central support location; provided, that such onsite support duration and business hours may be adjusted with mutual agreement between Customer and Hyland:
1. If one (1) go-live event is agreed upon, onsite support will last up to two (2) weeks; or
2. If two (2) go-live events are agreed upon, onsite support will last up to one (1) week for each go-live event.
Following the conclusion of onsite support, Hyland will provide up to two (2) resources to provide one week of remote go-live support (Hyland may add resources if it determines additional resources are needed) during normal business hours for consecutive days (Monday – Friday, 8am – 5pm, Customer local time)

*** End of Document ***

Effective February 29th 2024 to June 11th 2024

Download

Hyland Care EHR Services Schedule for New Customer

Hyland will provide to Customer Hyland Care EHR Services (as defined below) during an “Initial Term” as defined in the Order Form. As used herein, “Hyland Care EHR Services” shall mean the services described under the heading in the service offering table below (HYLCAREEHRPLUS or HYLCAREEHR) that corresponds to the service type that is selected by Customer and set forth on the Order Form.

Hyland Care EHR Services supports one (1) production and two (2) non-production environments.
Services will be provided in English only;
Except as otherwise provided in Appendix 3, Professional Services will be provided both onsite at Customer location as well as remotely from Hyland offices, in each case during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. in Customer’s local time zone Monday through Friday, in Customer’s designated primary location.
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer hereby consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Managed Services are described in Appendix 2. Customer may purchase Add-On Managed Services by designating on the Order Form those Add-On services it requires.

Service Description

Services	HYLCAREEHRPLUS (MS Operate Level)	HYLCAREEHR (MS Advise Level)
OnBase Integration for Epic (Appendix 3)	Included	Included
Service Desk	Designated	Designated
Service Delivery Manager	Designated	Designated
Monthly Activity Report	Included
Solution Optimization / Assessment	Included	Included (Subject to Elective Service Credits)
Strategic Workshop	Included	Included
Administration	Included
Program Management	Included	Included
Solution Lead	Included	Included
Inquiries	Included	(See Appendix 1 for limitations)
Configuration Management Database	Included
Solution Design Documentation	Included
Quarterly Sponsor Review	Included
Long-Term Release Management	Included
Incident	Review Response Resolution
Change	Review Response Resolution	Review Response Resolution
Release	Review Response Resolution
Problem	Review Response Resolution

Assumptions

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to unplanned time away (i.e. personal illness, personal emergency, etc.);
Customer is aware that Hyland Care EHR Services are intended to assist with specific requests for assistance and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing or as specified in Appendix 3. Requests for Professional Services that do not constitute Hyland Care EHR Services shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below;
Customer understands Hyland Care EHR Services are intended to supplement Customer’s needs beyond standard technical support; and
Each deliverable created will use Hyland’s standard deliverable templates. Customer requested changes to deliverable templates will cause timeline delays.

Exclusions

The following items are not covered under Hyland Care EHR Services:

Consultation, expertise and/or support of third-party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to in writing by Hyland.
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development, unless Customer has purchased Custom Script as an Add-On Managed Service;
Direct database modifications; and
Requests for excluded items or Professional Services that do not constitute Hyland Care EHR Services may be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Change Control Process.

Initiating Requests for Inquiries, Service Requests and/or Change Requests

Customers shall communicate Inquiries, Service Requests and/or Change Requests (see appendices for definitions) to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal and cannot be communicated through any indirect means;
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Resolution for Service Requests and Change Requests are as follows:
1. Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request;
2. Any Change Request for off-hours maintenance windows or extended involvement, such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.
Hyland will determine whether the request submitted constitutes an Inquiry, Service Request or a Change Request. If the request is determined to be an Inquiry or a Change Request, then Hyland will provide the services described below under “Inquiries and Change Requests.

Inquiries and Change Requests

Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change or may elect to have the request treated as an Inquiry, with consultation services only.

During the subscription term, Customer will be limited to one hundred and twenty (120) Change Request service engagements (if HYLCAREEHRPLUS) OR ninety (90) Change Request service engagements (if HYLCAREEHR).

During each twelve-month period, Customer will be limited to twenty-four (24) Inquiry service engagements (if HYLCAREEHR).

Inquiries and Change Requests will be managed in the following manner:

All Change Requests for which active services are requested and all Inquiries which result in consultation services will be charged a minimum of one (1) active service engagement;
1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland;
2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes, issues or matters (and will advise Customer of the number of elective service engagements to be charged, if applicable);
3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iv) below, Hyland will perform the work required to address the Change Request or Inquiry.;
4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the Hyland Care EHR Services (such as Software conversions or implementations);
Unused Inquiries and Change Requests will not be rolled over into any subsequent period or renewal term;
In a single month, Customer may request active services relating to Inquiries or Change Requests that total no more than twenty-five (25) percent of the total annual Change Request or Inquiry service engagement allotment, as applicable;
Inquiry and Change Request services are scheduled subject to mutually agreed upon timelines;
Hyland will prioritize all Inquiries and Change Requests received from the Customer and will determine the order of scheduling and completion;
Hyland will provide a monthly report of elective service engagement information relating to Inquires and Change Requests that will include the following information:
1. Opening balance
2. Credits
3. Debits
4. Remaining balance

Hyland will make reasonable efforts to respond to emergency Inquiries and Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Request and Inquiry services. Hyland reserves the right to close Inquiries or Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Customer Obligations

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal; and
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution.

Project Management

Customer will designate a single point of contact whose responsibilities include but are not limited to the following:
1. Execute timely decision-making, completion of all deliverables and action items and resolution of issues throughout the course of the project(s);
2. Coordinate Customer resources for the testing and regression testing cycles of the configured Software solution, including the tracking and reporting test results; and
3. Arrange for physical workspace and tools (work desks, networked computers, meeting rooms, training rooms, conference phones, whiteboards, etc.) for duration of the project(s) to accommodate scheduled onsite and/or remote activities as dictated by Customer’s reasonable security measures.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third-party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

solicit for employment or for engagement as an independent contractor for the soliciting party or for any other third party a person who is or was an employee of the other party, or otherwise encourage or assist any such person to leave the employ of the other party for any reason, in each case at any time during such person’s employment by the other party or within one year (1) after such person has ceased to be an employee of the other party; or
hire or engage, directly or indirectly, as an employee or independent contractor a person: (i) with whom the hiring party had contact or who became known to the hiring party in connection with this Schedule; and (ii) who is or was an employee of the other party, in each case at any time during such person’s employment by the other party or within one year (1) after such person has ceased to be an employee of the other party.

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination

The Initial Term of this Hyland Care EHR Services Schedule is defined in the Order Form.

At least forty-five (45) days prior to the expiration of the Initial Term (or applicable Renewal Term), Hyland will provide an invoice setting forth the fees applicable to the Renewal Term. Such invoice shall be due and payable on or before the first day of the Renewal Term. Hyland may not increase the fees for any Renewal Term in an amount by more than ten (10) percent of the fees payable with respect to the then expiring term.

Appendix 1 – Hyland Care EHR Services Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Inquiries, Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its discretion, provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Inquiries, Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of Hyland Care EHR Services. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s environments; Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently; Escalate Inquiries, Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Sponsor Review(s), as applicable.
Program Management	A program manager will facilitate project oversight and undertake the following responsibilities: Provide a single point of contact responsible for delivering organization-wide initiatives tied to Hyland Professional Services; Manage Hyland project resources to attempt to minimize resource rotation and reduce project cycle time; Establish and maintain a regular cadence of communication and status reporting with Customer’s program manager or project sponsor; Help to achieve Customer’s vision, strategies and goals; Develop monthly and quarterly metrics and associated reporting for steady state solutions, as well as projects in flight; Provide a single point of focus for all escalations; Establish working relationships in collaboration with key Hyland and Customer stakeholders; and Schedule design sessions for new projects using the existing solution(s).
Solution Lead	A solution lead will facilitate project oversight and undertake the following responsibilities: Attend monthly meetings with Customer’s project sponsor for the lifecycle of the project; Provides overall Solution guidance; Working with Customer to tailor specific requirements to the implemented Solution. Assisting in preparation of the Solution Design Document to reflect agreed upon Customer requirements. Working with Customer to identify, document, and prioritize enhancement requests. Assisting with quality assurance efforts. Evaluating testing issues to verify defects versus enhancements. Assisting in the Go-Live implementation. Managing technical escalations and related communications. Scheduling monthly Customer check-in meetings to review solution activity and proactively identify, plan, and prioritize solution needs and enhancements.
Monthly Activity Report	A monthly report delivered by Hyland which may include: Summary of work and tasks completed, upcoming work, known issues or risks; Summary of outstanding Inquiries, Service Requests and/or Change Requests; and Other reporting details as mutually agreed upon, to provide clear communication paths and to summarize monthly activity.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions; Responding to business needs to create, modify or delete user accounts for existing security groups within the Software; Help maintain non-production environments for testing, training, and/or issue resolution; Respond to questions concerning product capabilities; Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software; Analyzing solution performance trends; Executing solution optimization tasks
Inquiries	Request by Customer for remote online consultation services between the Customer and a consultant Each Inquiry includes up to one (1) hour of remote online consultation services between the Customer and a consultant; Customer may record the Inquiry appointment, subject to Hyland agreement, and provided that such recordings are used only internally; Hyland may limit the scope of each Inquiry to the questions and discussion items submitted in advance by the Customer in the Inquiry request. Customer shall be permitted up to one (1) additional hour of follow-up consultation relating to each Inquiry; In response to Customer Inquiries, Hyland will, as appropriate: Conduct reasonable research and preparation in order to respond to the Inquiry (provided the Customer has delivered a written summary of questions at the time of the Inquiry request); Provide consulting services in relation to Software use; Recommend solution configuration changes and/or design reviews; Attempt to identify root causes of problems and/or troubleshoot solution configuration; and Make recommendation(s) for remediation and resolution paths for Customer. Hyland’s response may be delivered electronically or verbally; Hyland will use reasonable efforts to schedule consultations in response to Inquiries within a seventy-two (72) business hour period from time of submitted Inquiry; and Any additional Inquiries requested by Customer will result in a pricing adjustment and will follow the defined Change Control Process outlined in this document.
Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Customer has access to use Hyland Care EHR Services for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through Hyland Care EHR Services.
Solution Optimization Assessment	Annual solution assessment by Hyland. Any Change recommendations included in the assessment documentation will require elective Change Requests to implement.
Strategic Workshop	One (1) annual engagement designed to help Customer discover the top priorities and deliver a 12-month action plan to achieve quick wins that may drive changes to the Software solution.
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of Hyland Care EHR Services, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determine is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.
Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer; not the result of Incidents and Problems; scheduled services that the Customer must request and schedule 72 hours in advance; and subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement a Response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an Issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within its production environment. If a System Outage is caused by Changes requested by Customer to the production environment, Hyland may reverse or “undo” such Changes in order to revert to the previous functionality. Customer is responsible for reporting a System Outage by submitting a Technical Support Case via Hyland Community or contacting Technical Support: https://community.hyland.com/login?returnUrl=/customer-portal/wiki/hyland-support/technical-support-phone-numbers
Service Request	Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages. There are no limitations on the number of Service Requests submitted during the Term. Service Desk will attempt to begin Review of Service Requests within one (1) hour of reported impact during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours.
Change Request	Request by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are categorized based on type of Change Requests. Service Desk will attempt to begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working the next business day.

Appendix 2 - Description of Add-On Managed Services

The following Add-On Managed Services are available, if applicable.

Add-Ons Available

Custom Script Requests

Additional Change Requests

Custom Script Enhancement(s)/Development Requests

Custom Script Requests

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the subscription term.

Appendix 3 – OnBase Integration for Epic

OnBase integration for Epic will be provided at all of the Customer facilities identified in the Underlying Agreement, as described under “Project Scope,” below.

Project Scope

Pre-Visit Documentation Workflow

Scope

Content Capture

Day forward capture of scanned or faxed documents such as referrals and orders for classification, storage and linking to Epic;
Software’s “sweep” functionality of purchased Software and/or Rightfax Server integration (if viable) will be utilized; and
Configuration (if necessary) of a document separation scan queue.

Content Management

Documents will be manually separated (if necessary) in a scan queue that supports document separation;
Software Workflow filters will be applied (if necessary) to incoming documents based on keyword values for Department, Status and Sub-Status;
Order analyzers, appointment schedulers and other end users interacting with received documents will execute Workflow Tasks that indicate the status of the faxed order;
Faxed order status options will be pre-configured based upon a standardized solution model; and
Once received documents have been fully indexed, Software will generate an outbound HL7 message to Epic to create the document retrieval link at the appropriate level within Epic, based upon the document type assigned to the received document.

Interfaces

Content captured will be interfaced via Software HL7 to Epic Bridges through the use of the HL7 middleware. A workflow system task will use the Software HL7 Interface for outbound communication:
1. Outbound MDM messages to interface captured documents to the EpicCare system;
2. Incoming SIU messages for the capture of scheduling data from Epic; and
3. Inbound MDM (“Bi-Directional Scans Maintenance Interface”) messages to update metadata assigned to documents stored in Software after having been updated within Epic:
  1. The Bi-Directional Scans Maintenance Interface must be procured through Epic.

Content Delivery

Integrated single document retrieval from document hyperlinks within the patient record in EpicCare using the API integration between the Software and Epic;
EpicCare Link/MyChart (if necessary); and/or
Document retrieval using native client(s) of the Software.

Assumptions

Customer’s fax server solution has the capability to make documents available to the Software from a location and in a format that the Software can import;
Customer is on a version of Epic that support incoming SIU, Bi-Directional Scans, and ZRE interface;
Customer’s existing Epic solution allows for documents to be assigned to scan eligible appointment Contact Serial Numbers (“CSNs”), Orders, and/or Referral IDs:
1. Charts can be created within Software for appointments based on incoming SIU messages;
2. Documents can be attached to appointments via batch scanning, integrated scanning or native Software document import functionality;
3. If an appointment is re-scheduled and a new CSN is generated by Epic, the software will create a new chart and re-assign the document(s) attached to the original chart to the new chart; and
4. If an appointment is cancelled within Epic, Epic will convert the cancelled appointment to a Scan-Only Encounter. OnBase will move the documents attached to the appointment to the new Scan-Only Encounter CSN.
Customer’s software Workflow will not be used to validate tasks or ensure that processes are followed in the proper order. Customer resources will be trained in the proper order to execute tasks and will be responsible for ensuring that tasks are executed in the proper order and at the proper time; Software Workflow features such as Timers, User Interaction or Load Balancing are not available outside Software Workflow. will either deploy Intelligent MedRecords to automate document classification or staff will be responsible for manually updating document keywords to facilitate the creation of an HL7 message;
Users can see all documents within a given status and not know who or if another scheduler is actively working the document;
Documents are not automatically assigned to users on a first-in first-out process;
Customer will be responsible for the implementation and management of any fax server software or infrastructure enabling faxed documents to be stored on an accessible network directory; and
Documents will attach to records within Epic at the appointment level, and the Customer version of Epic will allow for this integration.

Exclusions

The following items are considered out of scope for this engagement:

Creation of Workflow E-forms (an electronic HTML form acting as a document in Software) is not included in this estimate;
Automatic assignment of documents to specific users for processing;
Individual documents will not be automatically assigned to individuals, groups or roles; Individual users will be able to filter documents based upon criteria identified to perform their business task(s);
Notifications about documents in a Workflow queue for a period of time are not included;
External communication (fax/e-mail) of documents is not included; and
Custom development to accommodate electronic fax solutions incapable of making documents available to the Software from a location and in a format that the Software can import.

Registration Solution

Scope

Content Capture

Capture of registration documents such as insurance cards, photo identification, and consent forms.

Content Delivery

Integrated document retrieval from document hyperlinks created within select Epic Registration contexts (determined by Customer in consultation with Epic); and
Document retrieval using native client(s) of the Software (Customer HIM staff and other select users).

Third-party Application Integration

Software will integrate/interface with the following applications:
1. Epic ADT/Prelude Registration (Inpatient); and
2. Epic Prelude Registration (Ambulatory).

Exclusions

The following items are considered out of scope for this engagement:

Electronic Completion and signing of forms using a device such as a tablet PC, interactive pen display, or signature pad capable of capturing digital ink; and
The implementation of an OnBase Mobile eCapture solution for use with mobile devices, such as iPads, to capture patient signatures on consent forms.

Clinical Records Solution

Scope

Content Capture

Capture of select clinical documents, such as lab results, via scanning or the use of other Customer-owned Software modules;
Batch scanning and barcode recognition as available of clinical documents, with documents linked to Epic via HL7; and
Import of electronic documents from up to five (5) ancillary clinical systems, with documents linked to Epic via HL7. Documents must be in non-proprietary document formats (e.g. PDF, TXT, RTF and JPG). The pricing for this proposal is based upon the assumption that native import functionality of purchased Software modules (e.g. HL7) will be leveraged for document import:
1. OnBase software supports as many ancillary system imports as required. The number above represents the number of imports Hyland services will create as part of this services project. Customer admins will be trained on how to create further imports as needed.

Content Delivery

Integrated document retrieval from document hyperlinks created within select EpicCare contexts (determined by Customer in consultation with Epic);
Integrated document retrieval via the launch of the Hyland Clinician Window from EpicCare; and
Document retrieval using native client(s) of the Software (Customer HIM staff and other select users).

Content Management

Clinician Complete & Return:
1. The routing of batch scanned documents to a physician’s Epic in-basket for the purpose of Acknowledgment.
Deficiency Analysis and Completion using Deficiency Pop (If Applicable):
1. Software will extend Epic’s deficiency analysis and completion capabilities to facilitate analysis and completion of documents stored in Software;
2. Missing Signature and Missing Information deficiencies are supported by Software; and
3. Software will deliver deficiency, completion, and refusal data to Epic to support consolidated deficiency management in Epic.
Epic Chart Search Functionality:
1. Epic is configured for Epic Chart Search.
2. MDM Messaging is currently sending via Workflow, not Scan Queue HL7 Sending.
Release of Information (“ROI”):
1. Epic ROI reports will automatically include documents linked in Epic to Software.
Document Corrections:
1. The Solution will include a workflow to facilitate document corrections, such as misfiles and duplicate scans, with the corrections being performed by HIM or other authorized staff; and
2. Epic end users will be able to initiate the correction process directly from the Epic-integrated Software viewer.
Document Maintenance:
1. Document maintenance may be facilitated through the Bi-Directional Scans Maintenance Interface;
2. When a document record (“DCS”) is changed in Epic, a Bi-Directional Scans Maintenance Interface message can be sent to Software, within which the document metadata will be updated accordingly; and
3. Documents can also be soft deleted from Epic through this process.
Software will automatically process patient merge messages from Epic. Software will facilitate, but not completely automate, the un-merging of patients;
Integration with the Epic Web BLOB Server Pass-Through:
1. Specific use cases by which the Epic Web BLOB Server Pass-Through (“WBP”) will be utilized by Customer will be identified and investigated during Project Requirements Analysis;
2. Only day-forward documentation may be stored in Software leveraging WBP;
3. The following types of documents stored in the Epic Web BLOB Server will not be eligible for WBP:
  1. Documents from external organizations retrieved through Image Exchange;
  2. HTML template-based e-signatures;
  3. Files not compatible with the Media Manager or the Media tab in Chart Review;
  4. Files that exist without corresponding document records in the Document (DCS) master file; and
  5. Other documentation identified as ineligible by Epic.
4. Documents stored in OnBase by way of the WBP will exist as ‘read-only’ documents:
  1. Only WBP calls initiated from within Epic will be able to perform file edits. Such requests will trigger in-place replacements of files stored in Software and will not utilize Software revisioning capabilities;
  2. Only WBP calls initiated from Epic will be able to perform document deletions. Such requests will trigger document purges from within Software; and
  3. Only HL7 messages initiated from Epic will be able to perform metadata updates on WBP documents. Metadata update processes will work in conjunction with the ADT interface and Bi-Directional Scans Maintenance Interface. Metadata updates include Keyword changes and Document Type changes. These updates can be triggered as a result of typical patient activity or the Edit document process initiated from within Epic and will require the use of the Software Document Update Processor. These types of metadata updates are one-way and only triggered from Epic. No updates to document metadata performed in Software will be sent to Epic.
5. Document security in Software will be maintained separately from Epic security. This may result in documents being viewable in one system and not the other if security models between Software and Epic are not aligned.
Dashboard Reporting Packages: Pre-configured Reporting Dashboards to allow users to monitor performance and analyze trends in real-time. These reports include:
1. HIM Operations I Package
  1. Scanning Productivity by User Group;
  2. Indexing Productivity by User Group;
  3. QA Productivity by User Group;
  4. Document Type Summary;
  5. My Scanning Productivity;
  6. My Indexing Productivity;
  7. My QA Productivity;
  8. Batch Snapshot;
  9. Capture Process Designer Batch Processing Time;
  10. Capture Process Designer Batches Currently in Processing; and
  11. Committed vs Created Documents.
2. HIM Operations II Package
  1. Barcode Processing Configuration;
  2. Chart Analysis Report - Native or Workflow;
  3. Coding Report - Native or Workflow;
  4. Document Corrections - Current Correction Requests;
  5. Document Corrections - Filed In Error Report;
  6. Document Corrections - Productivity;
  7. Document Corrections - Requested Corrections;
  8. Document History Log;
  9. Document History Log by User;
  10. Document History Log for MRN;
  11. Document Type Views;
  12. EMR Integrated Scans;
  13. Outstanding Deficiency Reporting;
  14. Page Changes During Batch Processing;
  15. Scan Queue Document Types;
  16. Content Conditioning – Documents Currently In Review Queues; and
  17. Content Conditioning – Productivity.
3. System Administrator Package
  1. Bar Code Processing Configuration;
  2. Chart Type (Epic vs. MRM) Report;
  3. Chartless Documents;
  4. Configuration Log;
  5. Document History Log;
  6. Document Import Summary;
  7. Facility Chart Tabs & Doc Types Report;
  8. HL7 Sending Report;
  9. Keywords Assigned to Document Types;
  10. License Registration by License Type;
  11. New/Inactive Facilities Report;
  12. Physician Report;
  13. Scan Queue Document Types;
  14. User Group and Login Report;
  15. Workflow Document Types;
  16. Workflow Timer Report;
  17. ADT Testing Dashboard;
  18. Merge Testing Dashboard;
  19. Unmerge Testing Dashboard;
  20. Document Attachment Dashboard; and
  21. New /Inactive Admit Types Report.
4. Release of Information (ROI) Package
  1. ROI Request Logs; and
  2. ROI Request Snapshot.

Interfaces

HL7 interfaces will be leveraged for both inbound and outbound data communications with Software:
1. A single (1) incoming ADT interface to capture patient and encounter data;
2. Incoming SIU interface to capture scheduling data;
3. Orders interface is included in scope;
4. A single (1) outbound MDM interface to link documents to the EMR; and
5. Inbound MDM (“Bi-Directional Scans Maintenance Interface”) interface to update metadata assigned to documents stored in Software after having been updated within Epic.

Third-party Application Integrations

Software will integrate with the following applications:
1. EpicCare Link/MyChart;
2. EpicCare (Ambulatory/Inpatient);
3. Epic Health Information Management:
  1. Chart Deficiencies (Inpatient); and
  2. Release of Information.
4. EpicCare Everywhere.

Assumptions

Release of Information module/license is required for ROI dashboard package;
Image Retrieval API service is required for EpicCare Everywhere Integration;
Hyland will configure Dashboard Reporting Packages using standard document and workflow data providers;
Customer is on a version of Epic that support incoming SIU and Bi-Directional Scan:
1. The Bi-Directional Scans Maintenance Interface must be procured through Epic.
Customer will supply initial bulk export of the physician metadata required to assign the responsible provider to deficiencies, as well as the subsequent daily metadata updates; and
Hyland will train system administrator on copying/modifying standard dashboards for other user groups. System Administrator will be responsible for the maintenance of existing and the creation of new dashboards as required.

Exclusions

The following items are considered out of scope for this engagement:

Professional Services for the configuration of custom dashboards using the Reporting Dashboards module.

Unity ROI Solution

Scope

Content Management

Create, manage and approve ROI requests to gather documents based on specific criteria;
Assemble and sort relevant documents within Software;
ROI requests are assigned to users and the status of the request is maintained in Software; and
Search for requests by requestor and patient information.

Content Delivery

Software Medical Records Unity Client; and
Print or export to PDF file for delivery.

Third-party Application Integration

ROI requests may be scanned within Epic ROI in order to initiate the ROI request in Software; and
Software may optionally generate an MDM message to Epic containing the ROI package such that the full release can be performed from Epic.

Deployment

The solution will be deployed within Customer HIM departments to be defined during project Requirements Analysis.

Assumptions

Billing for ROI requests is managed in Epic;
Customer is licensed for Software Release of Information module;
The UnityROI solution will be leveraged to facilitate the completion of ROI requests requiring the inclusion of documents stored within software that are not linked to the patient record in Epic; and
Customer will be responsible for identifying the Software document types which will be eligible for inclusion within the UnityROI solution.

Hyland Clinician Window

Scope

Installation of the HCW Software components; and
Configuration of the following elements of the HCW:
1. Document Collections;
2. Banner attributes (enabled/disabled);
3. Unified Types;
4. Categories;
5. Filter Categories;
6. Date Format;
7. Content List; and
8. Corrections integration.

Deployment

Hyland will support migration of Software solution changes to production environment and Hyland services will support the go-live as a part of the overall Epic go-live.

Third-party Application Integrations

Software will integrate with the following applications:
1. EpicCare (Ambulatory/Inpatient).

Assumptions

Customer must be on Software version EP5 or later;
Customer must have IDP installed within Software;
Customer must utilize Healthcare Corrections version 2.0 or later; and
Customer understands that routine maintenance of the Software solution is required to support the use of the HCW.

Exclusions

The following items are considered out of scope for this engagement:

Integrations with any Vendor Neutral Archives (“VNA”) and/or third-party medical imaging zero-print viewers;
Integration with any other solution other than Software;
Installation, configuration, and integration with any third-party diagnostic imaging viewers; and
Installation, configuration, and integration to NilRead or any other diagnostic viewer to display DICOM images within HCW.

Billing Office Solution

Scope

This project area will consist of integrating Software with Epic Resolute, including Professional Billing and Hospital Billing.

Business Correspondence Processing

Paper business correspondence will be batch scanned and moved to a Software queue for indexing and QA:
1. Actionable correspondence will be managed directly within Epic. Software will create a nightly text file containing the document handle for each piece of correspondence that was scanned into Software that day. This file will then be automatically imported into Epic, and a Correspondence Record is created for each document handle in the file. This will create a direct link to the document from the Epic Correspondence Record. It is recommended that Correspondence Records are created for the Correspondence Solution:
  1. Customer is on a version of Epic that supports Correspondence import and subsequent creation of Correspondence records via flat file.

Batch Payment Posting in Epic Resolute

Software will be used to scan EOBs, or acquire existing EOB images, to create posting batches in Epic:

The document representing the posting batch will be linked to Epic via an HL7 ZBI message. Customer is responsible for purchasing the ZBI interface from Epic and any required configuration services. Epic will create the posting batch based on the information in the ZBI message. EOBs retrieved from lockboxes for the Epic/Software batch posting integration must be multi-page TIFF images. Combining multiple images to create a posting document is not in scope;
When an end user opens a Software-created Epic batch for posting, Epic will open a Software viewing window to facilitate payment posting;
For each posted transaction, Epic will record the page visible in Software, creating a link to the specific page of the posting document;
The posting documents will be run through the Software OCR Processor, allowing subsequent text-based search of posting documents from a Software client; and
Epic will be configured to produce a flat file mapping Epic batch IDs to Software document ids, enabling Software to index the posting documents to the Epic batch IDs. As a result, the Software posting documents will be retrievable by Epic batch ID from a Software client.

835 Processing

Software will be configured to import up to five (5) distinct 835 feeds;
The Software 835 Processor will index the file at the level of specific payments and create 835 file virtual EOBs (i.e. EOBs for individual payments) suitable for use in follow-up packets (e.g. a partial-pay appeal packet); and
The 835 file virtual EOBs will be created using Software’s standard XML style sheet. The virtual EOBs can be customized per 835 file to suit the needs of specific payers, but that configuration is outside the scope of this project and is typically only required when demanded by specific payers (uncommon).

Lockbox Integration

Software will be configured to integrate with up to four (4) electronic lockboxes;
Documents associated with the billing office, correspondence, EOBs, or 835 files, may be received by Customer via lockboxes. Software will import documents from the lockboxes, and initiate the business processes described in this Project Area;
Customer is responsible for securely downloading lockbox contents to a defined location on the same local area network (LAN) hosting the Software;
If applicable, scoping is based upon the assumption that native import functionality of purchased Software modules (e.g., DIP) will be leveraged for lockbox document import. Any custom development required to provide a pre-processor that parses lockbox images and allows them to be processed by software is not included in the scope of this project area but may be facilitated through the use of elective change blocks.

Content Delivery

Business correspondence and any documents in Software associated with the relevant MRN or invoice number will be retrievable from Epic Resolute. The integration will be achieved by configuring Epic Activity Buttons to invoke the Software QueryPop; and
Document retrieval using native client(s) of the Software.

Interfaces

HL7 interfaces will be leveraged for outbound communication from Software:
1. Outbound ZBI message to interface documents to the billing system:
  1. The Epic ZBI interface must be procured through Epic in order to allow for the integration of scanned EOBs to the batch selection screen within Epic Resolute.

Third-party Application Integrations

Software will integrate with the following applicable applications:
1. Epic Resolute – Hospital Billing; and
2. Epic Resolute – Professional Billing.

Exclusions

The following items are considered out of scope for this engagement:

Professional Services for the ingestion of documents received by Customer via electronic lockbox(es).

Requirements Analysis

Included in the project cost is dedicated time for Software solution requirements analysis, documentation and review. Requirements Analysis activities include:

Requirements Capture: Hyland will collaborate with Customer’s project team to discover and define the detailed requirements of the Software solution. Discussions focus on the requirements to meet Customer’s business objectives, including any integration(s) that may be in scope for the project:
1. Customer project team may consist of subject matter experts from the business areas and technical experts from IT, interfaces and applications: and
2. Agenda will reflect a single collaborative session per project area. For example, where the same department is repeated across multiple entities, representatives of each entity should attend requirements gathering sessions.
Requirements Documentation: Hyland composes formal documentation containing the requirements of the Software solution. Additional follow-up items may be discussed with the Customer subject matter experts to close gaps in the understanding of the captured requirements during the Requirements Capture. Once complete, the documentation is delivered to Customer’s project team.
Requirements Review: Hyland reviews the Requirement Document with Customer’s project team to validate the Software solution requirements. Modifications to the document are made and a finalized Requirements Document is delivered to Customer’s project team; and
Project Schedule: Hyland will update the Preliminary Project Schedule to reflect a more detailed schedule based upon the Requirements Documentation.

Solution Build

Included in the project cost is dedicated time to build the Software solution. Solution build activities include:

Solution Design: Hyland will design the solution based on the Requirements Document. In the case that the solution contains a Workflow or WorkView application, Hyland will conduct a walkthrough demonstration of Workflow or WorkView, soliciting Customer feedback; and
Solution Installation and Configuration: Hyland will install and configure the complete Software solution to fulfill the documented requirements captured in the Requirements Document. Implementation accounts for two (2) environments: Production (PROD), and one (1) Non-Production User Test (“UT”) Lite environment.

Testing & Training

Included in the project scope is dedicated time for solution testing and user training activities. Testing and training activities include:

Customer will manage the deployment of Software testing\training workstation(s) (e.g., PC(s) and Scanner(s)), including the installation of all necessary software/clients, unless otherwise defined within this Appendix.
Unit Testing: Hyland will validate that the solution conforms to the Requirements Document. Upon completion of unit testing and incorporation of any changes to the solution, Hyland will inform the Customer unit testing is complete;
Training Material Generation: Hyland will compose training materials specific to the configured solution for use by Customer’s designated trainers. Customer trainers may modify the document to meet Customer’s training approach;
Customer will prepare and supply the necessary testing\training resources including, but not limited to the following:
1. HL7 messaging
2. Sample, production-like content
3. Electronic feeds (e.g., lockbox files, EDI 835, ancillary reports)
4. Paper documents
5. Sample test patients and encounters, preferably in all environments including Production.
Execution of up to two (2) Software training sessions described below:
1. One (1) “train-the-tester” session on the Software Solution, for up to five (5) designated testers; and
2. One (1) “train-the-trainer” session for up to five (5) persons that Customer intends to conduct end-user training.
Customer will secure training room(s) ensuring that all resources participating will have the proper workstations and materials, as set forth by the Hyland project team.
1. If these provisions are not met, Hyland has the right to cancel and reschedule training.
Execution of one (1) solution-specific configuration walk-through for up to two (2) designated Software system administrators provided by Hyland to Customer; and
Customer Testing Support: Hyland will support the Customer’s testing of the configured solution. Customer-created business test cases are used by Customer’s resources to test the Solution. Customer should prepare for these activities by defining test plans and scripts early in the project process. Hyland will make changes to the Software configuration to cause the Solution to function in accordance with the Requirements Document.
Customer will create, maintain, and execute test plans and cases, as well as track and report testing results during the testing cycle(s); and
Customer will train additional end users on the use of Software.

Go-Live Support

Customer may elect to receive support for up to two (2) go-live events. Dates of the go-live events will be subject to mutual agreement; however, if two go-live events are elected, the second event must be completed no later than four (4) months from the completion of first go-live event. Customer’s System Administrator/s will be first point of contact for go-live support. Go-live support will be provided as follows for each go-live event:

Hyland will provide up to two (2) resources for onsite go-live support (Hyland may add resources if it determines additional resources are needed) during normal business hours for consecutive days (Monday – Friday, 8am – 5pm, Customer local time) from a central support location; provided, that such onsite support duration and business hours may be adjusted with mutual agreement between Customer and Hyland:
1. If one (1) go-live event is agreed upon, onsite support will last up to two (2) weeks; or
2. If two (2) go-live events are agreed upon, onsite support will last up to one (1) week for each go-live event.
Following the conclusion of onsite support, Hyland will provide up to two (2) resources to provide one week of remote go-live support (Hyland may add resources if it determines additional resources are needed) during normal business hours for consecutive days (Monday – Friday, 8am – 5pm, Customer local time) .

*** End of Document ***

Effective February 21st 2024 to February 29th 2024

Download

Hyland Care EHR Services Schedule for New Customer

Hyland will provide to Customer Hyland Care EHR Services (as defined below) during an “Initial Term” as defined in the Order Form. As used herein, “Hyland Care EHR Services” shall mean the services described under the heading in the service offering table below (HYLCAREEHRPLUS or HYLCAREEHR) that corresponds to the service type that is selected by Customer and set forth on the Order Form.

Hyland Care EHR Services supports one (1) production and two (2) non-production environments.
Services will be provided in English only;
Except as otherwise provided in Appendix 3, Professional Services will be provided both onsite at Customer location as well as remotely from Hyland offices, in each case during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. in Customer’s local time zone Monday through Friday, in Customer’s designated primary location.
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer hereby consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Managed Services are described in Appendix 2. Customer may purchase Add-On Managed Services by designating on the Order Form those Add-On services it requires.

Service Description

Services	HYLCAREEHRPLUS	HYLCAREEHR
OnBase Integration for Epic (Appendix 3)	Included	Included
Service Desk	Designated	Designated
Service Delivery Manager	Designated	Designated
Monthly Activity Report	Included
Solution Optimization / Assessment	Included	Included (Subject to Elective Service Credits)
Strategic Workshop	Included	Included
Administration	Included
Program Management	Included	Included
Solution Lead	Included	Included
Inquiries	Included	(See Appendix 1 for limitations)
Configuration Management Database	Included
Solution Design Documentation	Included
Quarterly Sponsor Review	Included
Long-Term Release Management	Included
Incident	Review Response Resolution
Change	Review Response Resolution	Review Response Resolution
Release	Review Response Resolution
Problem	Review Response Resolution

Assumptions

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to unplanned time away (i.e. personal illness, personal emergency, etc.);
Customer is aware that Hyland Care EHR Services are intended to assist with specific requests for assistance and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing or as specified in Appendix 3. Requests for Professional Services that do not constitute Hyland Care EHR Services shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below;
Customer understands Hyland Care EHR Services are intended to supplement Customer’s needs beyond standard technical support; and
Each deliverable created will use Hyland’s standard deliverable templates. Customer requested changes to deliverable templates will cause timeline delays.

Exclusions

The following items are not covered under Hyland Care EHR Services:

Consultation, expertise and/or support of third-party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to in writing by Hyland.
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development, unless Customer has purchased Custom Script as an Add-On Managed Service;
Direct database modifications; and
Requests for excluded items or Professional Services that do not constitute Hyland Care EHR Services may be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Change Control Process.

Initiating Requests for Inquiries, Service Requests and/or Change Requests

Customers shall communicate Inquiries, Service Requests and/or Change Requests (see appendices for definitions) to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal and cannot be communicated through any indirect means;
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Resolution for Service Requests and Change Requests are as follows:
1. Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request;
2. Any Change Request for off-hours maintenance windows or extended involvement, such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.
Hyland will determine whether the request submitted constitutes an Inquiry, Service Request or a Change Request. If the request is determined to be an Inquiry or a Change Request, then Hyland will provide the services described below under “Inquiries and Change Requests.

Inquiries and Change Requests

Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change or may elect to have the request treated as an Inquiry, with consultation services only.

During each twelve-month period, Customer will be limited to twenty-four (24) Inquiry service engagements (if HYLCAREEHR).

Inquiries and Change Requests will be managed in the following manner:

All Change Requests for which active services are requested and all Inquiries which result in consultation services will be charged a minimum of one (1) active service engagement;
1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland;
2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes, issues or matters (and will advise Customer of the number of elective service engagements to be charged, if applicable);
3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iv) below, Hyland will perform the work required to address the Change Request or Inquiry.;
4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the Hyland Care EHR Services (such as Software conversions or implementations);
Unused Inquiries and Change Requests will not be rolled over into any subsequent period or renewal term;
In a single month, Customer may request active services relating to Inquiries or Change Requests that total no more than twenty-five (25) percent of the total annual Change Request or Inquiry service engagement allotment, as applicable;
Inquiry and Change Request services are scheduled subject to mutually agreed upon timelines;
Hyland will prioritize all Inquiries and Change Requests received from the Customer and will determine the order of scheduling and completion;
Hyland will provide a monthly report of elective service engagement information relating to Inquires and Change Requests that will include the following information:
1. Opening balance
2. Credits
3. Debits
4. Remaining balance

Hyland will make reasonable efforts to respond to emergency Inquiries and Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Request and Inquiry services. Hyland reserves the right to close Inquiries or Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Customer Obligations

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal; and
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution.

Project Management

Customer will designate a single point of contact whose responsibilities include but are not limited to the following:
1. Execute timely decision-making, completion of all deliverables and action items and resolution of issues throughout the course of the project(s);
2. Coordinate Customer resources for the testing and regression testing cycles of the configured Software solution, including the tracking and reporting test results; and
3. Arrange for physical workspace and tools (work desks, networked computers, meeting rooms, training rooms, conference phones, whiteboards, etc.) for duration of the project(s) to accommodate scheduled onsite and/or remote activities as dictated by Customer’s reasonable security measures.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third-party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

solicit for employment or for engagement as an independent contractor for the soliciting party or for any other third party a person who is or was an employee of the other party, or otherwise encourage or assist any such person to leave the employ of the other party for any reason, in each case at any time during such person’s employment by the other party or within one year (1) after such person has ceased to be an employee of the other party; or
hire or engage, directly or indirectly, as an employee or independent contractor a person: (i) with whom the hiring party had contact or who became known to the hiring party in connection with this Schedule; and (ii) who is or was an employee of the other party, in each case at any time during such person’s employment by the other party or within one year (1) after such person has ceased to be an employee of the other party.

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination

The Initial Term of this Hyland Care EHR Services Schedule is defined in the Order Form.

At least forty-five (45) days prior to the expiration of the Initial Term (or applicable Renewal Term), Hyland will provide an invoice setting forth the fees applicable to the Renewal Term. Such invoice shall be due and payable on or before the first day of the Renewal Term. Hyland may not increase the fees for any Renewal Term in an amount by more than ten (10) percent of the fees payable with respect to the then expiring term.

Appendix 1 – Hyland Care EHR Services Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Inquiries, Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its discretion, provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Inquiries, Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of Hyland Care EHR Services. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s environments; Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently; Escalate Inquiries, Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Sponsor Review(s), as applicable.
Program Management	A program manager will facilitate project oversight and undertake the following responsibilities: Provide a single point of contact responsible for delivering organization-wide initiatives tied to Hyland Professional Services; Manage Hyland project resources to attempt to minimize resource rotation and reduce project cycle time; Establish and maintain a regular cadence of communication and status reporting with Customer’s program manager or project sponsor; Help to achieve Customer’s vision, strategies and goals; Develop monthly and quarterly metrics and associated reporting for steady state solutions, as well as projects in flight; Provide a single point of focus for all escalations; Establish working relationships in collaboration with key Hyland and Customer stakeholders; and Schedule design sessions for new projects using the existing solution(s).
Solution Lead	A solution lead will facilitate project oversight and undertake the following responsibilities: Attend monthly meetings with Customer’s project sponsor for the lifecycle of the project; Provides overall Solution guidance; Working with Customer to tailor specific requirements to the implemented Solution. Assisting in preparation of the Solution Design Document to reflect agreed upon Customer requirements. Working with Customer to identify, document, and prioritize enhancement requests. Assisting with quality assurance efforts. Evaluating testing issues to verify defects versus enhancements. Assisting in the Go-Live implementation. Managing technical escalations and related communications. Scheduling monthly Customer check-in meetings to review solution activity and proactively identify, plan, and prioritize solution needs and enhancements.
Monthly Activity Report	A monthly report delivered by Hyland which may include: Summary of work and tasks completed, upcoming work, known issues or risks; Summary of outstanding Inquiries, Service Requests and/or Change Requests; and Other reporting details as mutually agreed upon, to provide clear communication paths and to summarize monthly activity.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions; Responding to business needs to create, modify or delete user accounts for existing security groups within the Software; Help maintain non-production environments for testing, training, and/or issue resolution; Respond to questions concerning product capabilities; Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software; Analyzing solution performance trends; Executing solution optimization tasks
Inquiries	Request by Customer for remote online consultation services between the Customer and a consultant Each Inquiry includes up to one (1) hour of remote online consultation services between the Customer and a consultant; Customer may record the Inquiry appointment, subject to Hyland agreement, and provided that such recordings are used only internally; Hyland may limit the scope of each Inquiry to the questions and discussion items submitted in advance by the Customer in the Inquiry request. Customer shall be permitted up to one (1) additional hour of follow-up consultation relating to each Inquiry; In response to Customer Inquiries, Hyland will, as appropriate: Conduct reasonable research and preparation in order to respond to the Inquiry (provided the Customer has delivered a written summary of questions at the time of the Inquiry request); Provide consulting services in relation to Software use; Recommend solution configuration changes and/or design reviews; Attempt to identify root causes of problems and/or troubleshoot solution configuration; and Make recommendation(s) for remediation and resolution paths for Customer. Hyland’s response may be delivered electronically or verbally; Hyland will use reasonable efforts to schedule consultations in response to Inquiries within a seventy-two (72) business hour period from time of submitted Inquiry; and Any additional Inquiries requested by Customer will result in a pricing adjustment and will follow the defined Change Control Process outlined in this document.
Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Customer has access to use Hyland Care EHR Services for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through Hyland Care EHR Services.
Solution Optimization Assessment	Annual solution assessment by Hyland. Any Change recommendations included in the assessment documentation will require elective Change Requests to implement.
Strategic Workshop	One (1) annual engagement designed to help Customer discover the top priorities and deliver a 12-month action plan to achieve quick wins that may drive changes to the Software solution.
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of Hyland Care EHR Services, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determine is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.
Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer; not the result of Incidents and Problems; scheduled services that the Customer must request and schedule 72 hours in advance; and subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement a Response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an Issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within its production environment. If a System Outage is caused by Changes requested by Customer to the production environment, Hyland may reverse or “undo” such Changes in order to revert to the previous functionality. Customer is responsible for reporting a System Outage by submitting a Technical Support Case via Hyland Community or contacting Technical Support: https://community.hyland.com/login?returnUrl=/customer-portal/wiki/hyland-support/technical-support-phone-numbers
Service Request	Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages. There are no limitations on the number of Service Requests submitted during the Term. Service Desk will attempt to begin Review of Service Requests within one (1) hour of reported impact during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours.
Change Request	Request by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are categorized based on type of Change Requests. Service Desk will attempt to begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working the next business day.

Appendix 2 - Description of Add-On Managed Services

The following Add-On Managed Services are available, if applicable.

Add-Ons Available

Custom Script Requests

Additional Change Requests

Custom Script Enhancement(s)/Development Requests

Custom Script Requests

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the subscription term.

Appendix 3 – OnBase Integration for Epic

OnBase integration for Epic will be provided at all of the Customer facilities identified in the Underlying Agreement, as described under “Project Scope,” below.

Project Scope

Pre-Visit Documentation Workflow

Scope

Content Capture

Day forward capture of scanned or faxed documents such as referrals and orders for classification, storage and linking to Epic;
Software’s “sweep” functionality of purchased Software and/or Rightfax Server integration (if viable) will be utilized; and
Configuration (if necessary) of a document separation scan queue.

Content Management

Documents will be manually separated (if necessary) in a scan queue that supports document separation;
Software Workflow filters will be applied (if necessary) to incoming documents based on keyword values for Department, Status and Sub-Status;
Order analyzers, appointment schedulers and other end users interacting with received documents will execute Workflow Tasks that indicate the status of the faxed order;
Faxed order status options will be pre-configured based upon a standardized solution model; and
Once received documents have been fully indexed, Software will generate an outbound HL7 message to Epic to create the document retrieval link at the appropriate level within Epic, based upon the document type assigned to the received document.

Interfaces

Content captured will be interfaced via Software HL7 to Epic Bridges through the use of the HL7 middleware. A workflow system task will use the Software HL7 Interface for outbound communication:
1. Outbound MDM messages to interface captured documents to the EpicCare system;
2. Incoming SIU messages for the capture of scheduling data from Epic; and
3. Inbound MDM (“Bi-Directional Scans Maintenance Interface”) messages to update metadata assigned to documents stored in Software after having been updated within Epic:
  1. The Bi-Directional Scans Maintenance Interface must be procured through Epic.

Content Delivery

Integrated single document retrieval from document hyperlinks within the patient record in EpicCare using the API integration between the Software and Epic;
EpicCare Link/MyChart (if necessary); and/or
Document retrieval using native client(s) of the Software.

Assumptions

Customer’s fax server solution has the capability to make documents available to the Software from a location and in a format that the Software can import;
Customer is on a version of Epic that support incoming SIU, Bi-Directional Scans, and ZRE interface;
Customer’s existing Epic solution allows for documents to be assigned to scan eligible appointment Contact Serial Numbers (“CSNs”), Orders, and/or Referral IDs:
1. Charts can be created within Software for appointments based on incoming SIU messages;
2. Documents can be attached to appointments via batch scanning, integrated scanning or native Software document import functionality;
3. If an appointment is re-scheduled and a new CSN is generated by Epic, the software will create a new chart and re-assign the document(s) attached to the original chart to the new chart; and
4. If an appointment is cancelled within Epic, Epic will convert the cancelled appointment to a Scan-Only Encounter. OnBase will move the documents attached to the appointment to the new Scan-Only Encounter CSN.
Customer’s software Workflow will not be used to validate tasks or ensure that processes are followed in the proper order. Customer resources will be trained in the proper order to execute tasks and will be responsible for ensuring that tasks are executed in the proper order and at the proper time; Software Workflow features such as Timers, User Interaction or Load Balancing are not available outside Software Workflow. will either deploy Intelligent MedRecords to automate document classification or staff will be responsible for manually updating document keywords to facilitate the creation of an HL7 message;
Users can see all documents within a given status and not know who or if another scheduler is actively working the document;
Documents are not automatically assigned to users on a first-in first-out process;
Customer will be responsible for the implementation and management of any fax server software or infrastructure enabling faxed documents to be stored on an accessible network directory; and
Documents will attach to records within Epic at the appointment level, and the Customer version of Epic will allow for this integration.

Exclusions

The following items are considered out of scope for this engagement:

Creation of Workflow E-forms (an electronic HTML form acting as a document in Software) is not included in this estimate;
Automatic assignment of documents to specific users for processing;
Individual documents will not be automatically assigned to individuals, groups or roles; Individual users will be able to filter documents based upon criteria identified to perform their business task(s);
Notifications about documents in a Workflow queue for a period of time are not included;
External communication (fax/e-mail) of documents is not included; and
Custom development to accommodate electronic fax solutions incapable of making documents available to the Software from a location and in a format that the Software can import.

Registration Solution

Scope

Content Capture

Capture of registration documents such as insurance cards, photo identification, and consent forms.

Content Delivery

Integrated document retrieval from document hyperlinks created within select Epic Registration contexts (determined by Customer in consultation with Epic); and
Document retrieval using native client(s) of the Software (Customer HIM staff and other select users).

Third-party Application Integration

Software will integrate/interface with the following applications:
1. Epic ADT/Prelude Registration (Inpatient); and
2. Epic Prelude Registration (Ambulatory).

Exclusions

The following items are considered out of scope for this engagement:

Electronic Completion and signing of forms using a device such as a tablet PC, interactive pen display, or signature pad capable of capturing digital ink; and
The implementation of an OnBase Mobile eCapture solution for use with mobile devices, such as iPads, to capture patient signatures on consent forms.

Clinical Records Solution

Scope

Content Capture

Capture of select clinical documents, such as lab results, via scanning or the use of other Customer-owned Software modules;
Batch scanning and barcode recognition as available of clinical documents, with documents linked to Epic via HL7; and
Import of electronic documents from up to five (5) ancillary clinical systems, with documents linked to Epic via HL7. Documents must be in non-proprietary document formats (e.g. PDF, TXT, RTF and JPG). The pricing for this proposal is based upon the assumption that native import functionality of purchased Software modules (e.g. HL7) will be leveraged for document import:
1. OnBase software supports as many ancillary system imports as required. The number above represents the number of imports Hyland services will create as part of this services project. Customer admins will be trained on how to create further imports as needed.

Content Delivery

Integrated document retrieval from document hyperlinks created within select EpicCare contexts (determined by Customer in consultation with Epic);
Integrated document retrieval via the launch of the Hyland Clinician Window from EpicCare; and
Document retrieval using native client(s) of the Software (Customer HIM staff and other select users).

Content Management

Clinician Complete & Return:
1. The routing of batch scanned documents to a physician’s Epic in-basket for the purpose of Acknowledgment.
Deficiency Analysis and Completion using Deficiency Pop (If Applicable):
1. Software will extend Epic’s deficiency analysis and completion capabilities to facilitate analysis and completion of documents stored in Software;
2. Missing Signature and Missing Information deficiencies are supported by Software; and
3. Software will deliver deficiency, completion, and refusal data to Epic to support consolidated deficiency management in Epic.
Epic Chart Search Functionality:
1. Epic is configured for Epic Chart Search.
2. MDM Messaging is currently sending via Workflow, not Scan Queue HL7 Sending.
Release of Information (“ROI”):
1. Epic ROI reports will automatically include documents linked in Epic to Software.
Document Corrections:
1. The Solution will include a workflow to facilitate document corrections, such as misfiles and duplicate scans, with the corrections being performed by HIM or other authorized staff; and
2. Epic end users will be able to initiate the correction process directly from the Epic-integrated Software viewer.
Document Maintenance:
1. Document maintenance may be facilitated through the Bi-Directional Scans Maintenance Interface;
2. When a document record (“DCS”) is changed in Epic, a Bi-Directional Scans Maintenance Interface message can be sent to Software, within which the document metadata will be updated accordingly; and
3. Documents can also be soft deleted from Epic through this process.
Software will automatically process patient merge messages from Epic. Software will facilitate, but not completely automate, the un-merging of patients;
Integration with the Epic Web BLOB Server Pass-Through:
1. Specific use cases by which the Epic Web BLOB Server Pass-Through (“WBP”) will be utilized by Customer will be identified and investigated during Project Requirements Analysis;
2. Only day-forward documentation may be stored in Software leveraging WBP;
3. The following types of documents stored in the Epic Web BLOB Server will not be eligible for WBP:
  1. Documents from external organizations retrieved through Image Exchange;
  2. HTML template-based e-signatures;
  3. Files not compatible with the Media Manager or the Media tab in Chart Review;
  4. Files that exist without corresponding document records in the Document (DCS) master file; and
  5. Other documentation identified as ineligible by Epic.
4. Documents stored in OnBase by way of the WBP will exist as ‘read-only’ documents:
  1. Only WBP calls initiated from within Epic will be able to perform file edits. Such requests will trigger in-place replacements of files stored in Software and will not utilize Software revisioning capabilities;
  2. Only WBP calls initiated from Epic will be able to perform document deletions. Such requests will trigger document purges from within Software; and
  3. Only HL7 messages initiated from Epic will be able to perform metadata updates on WBP documents. Metadata update processes will work in conjunction with the ADT interface and Bi-Directional Scans Maintenance Interface. Metadata updates include Keyword changes and Document Type changes. These updates can be triggered as a result of typical patient activity or the Edit document process initiated from within Epic and will require the use of the Software Document Update Processor. These types of metadata updates are one-way and only triggered from Epic. No updates to document metadata performed in Software will be sent to Epic.
5. Document security in Software will be maintained separately from Epic security. This may result in documents being viewable in one system and not the other if security models between Software and Epic are not aligned.
Dashboard Reporting Packages: Pre-configured Reporting Dashboards to allow users to monitor performance and analyze trends in real-time. These reports include:
1. HIM Operations I Package
  1. Scanning Productivity by User Group;
  2. Indexing Productivity by User Group;
  3. QA Productivity by User Group;
  4. Document Type Summary;
  5. My Scanning Productivity;
  6. My Indexing Productivity;
  7. My QA Productivity;
  8. Batch Snapshot;
  9. Capture Process Designer Batch Processing Time;
  10. Capture Process Designer Batches Currently in Processing; and
  11. Committed vs Created Documents.
2. HIM Operations II Package
  1. Barcode Processing Configuration;
  2. Chart Analysis Report - Native or Workflow;
  3. Coding Report - Native or Workflow;
  4. Document Corrections - Current Correction Requests;
  5. Document Corrections - Filed In Error Report;
  6. Document Corrections - Productivity;
  7. Document Corrections - Requested Corrections;
  8. Document History Log;
  9. Document History Log by User;
  10. Document History Log for MRN;
  11. Document Type Views;
  12. EMR Integrated Scans;
  13. Outstanding Deficiency Reporting;
  14. Page Changes During Batch Processing;
  15. Scan Queue Document Types;
  16. Content Conditioning – Documents Currently In Review Queues; and
  17. Content Conditioning – Productivity.
3. System Administrator Package
  1. Bar Code Processing Configuration;
  2. Chart Type (Epic vs. MRM) Report;
  3. Chartless Documents;
  4. Configuration Log;
  5. Document History Log;
  6. Document Import Summary;
  7. Facility Chart Tabs & Doc Types Report;
  8. HL7 Sending Report;
  9. Keywords Assigned to Document Types;
  10. License Registration by License Type;
  11. New/Inactive Facilities Report;
  12. Physician Report;
  13. Scan Queue Document Types;
  14. User Group and Login Report;
  15. Workflow Document Types;
  16. Workflow Timer Report;
  17. ADT Testing Dashboard;
  18. Merge Testing Dashboard;
  19. Unmerge Testing Dashboard;
  20. Document Attachment Dashboard; and
  21. New /Inactive Admit Types Report.
4. Release of Information (ROI) Package
  1. ROI Request Logs; and
  2. ROI Request Snapshot.

Interfaces

HL7 interfaces will be leveraged for both inbound and outbound data communications with Software:
1. A single (1) incoming ADT interface to capture patient and encounter data;
2. Incoming SIU interface to capture scheduling data;
3. Orders interface is included in scope;
4. A single (1) outbound MDM interface to link documents to the EMR; and
5. Inbound MDM (“Bi-Directional Scans Maintenance Interface”) interface to update metadata assigned to documents stored in Software after having been updated within Epic.

Third-party Application Integrations

Software will integrate with the following applications:
1. EpicCare Link/MyChart;
2. EpicCare (Ambulatory/Inpatient);
3. Epic Health Information Management:
  1. Chart Deficiencies (Inpatient); and
  2. Release of Information.
4. EpicCare Everywhere.

Assumptions

Release of Information module/license is required for ROI dashboard package;
Image Retrieval API service is required for EpicCare Everywhere Integration;
Hyland will configure Dashboard Reporting Packages using standard document and workflow data providers;
Customer is on a version of Epic that support incoming SIU and Bi-Directional Scan:
1. The Bi-Directional Scans Maintenance Interface must be procured through Epic.
Customer will supply initial bulk export of the physician metadata required to assign the responsible provider to deficiencies, as well as the subsequent daily metadata updates; and
Hyland will train system administrator on copying/modifying standard dashboards for other user groups. System Administrator will be responsible for the maintenance of existing and the creation of new dashboards as required.

Exclusions

The following items are considered out of scope for this engagement:

Professional Services for the configuration of custom dashboards using the Reporting Dashboards module.

Unity ROI Solution

Scope

Content Management

Create, manage and approve ROI requests to gather documents based on specific criteria;
Assemble and sort relevant documents within Software;
ROI requests are assigned to users and the status of the request is maintained in Software; and
Search for requests by requestor and patient information.

Content Delivery

Software Medical Records Unity Client; and
Print or export to PDF file for delivery.

Third-party Application Integration

ROI requests may be scanned within Epic ROI in order to initiate the ROI request in Software; and
Software may optionally generate an MDM message to Epic containing the ROI package such that the full release can be performed from Epic.

Deployment

The solution will be deployed within Customer HIM departments to be defined during project Requirements Analysis.

Assumptions

Billing for ROI requests is managed in Epic;
Customer is licensed for Software Release of Information module;
The UnityROI solution will be leveraged to facilitate the completion of ROI requests requiring the inclusion of documents stored within software that are not linked to the patient record in Epic; and
Customer will be responsible for identifying the Software document types which will be eligible for inclusion within the UnityROI solution.

Hyland Clinician Window

Scope

Installation of the HCW Software components; and
Configuration of the following elements of the HCW:
1. Document Collections;
2. Banner attributes (enabled/disabled);
3. Unified Types;
4. Categories;
5. Filter Categories;
6. Date Format;
7. Content List; and
8. Corrections integration.

Deployment

Hyland will support migration of Software solution changes to production environment and Hyland services will support the go-live as a part of the overall Epic go-live.

Third-party Application Integrations

Software will integrate with the following applications:
1. EpicCare (Ambulatory/Inpatient).

Assumptions

Customer must be on Software version EP5 or later;
Customer must have IDP installed within Software;
Customer must utilize Healthcare Corrections version 2.0 or later; and
Customer understands that routine maintenance of the Software solution is required to support the use of the HCW.

Exclusions

The following items are considered out of scope for this engagement:

Integrations with any Vendor Neutral Archives (“VNA”) and/or third-party medical imaging zero-print viewers;
Integration with any other solution other than Software;
Installation, configuration, and integration with any third-party diagnostic imaging viewers; and
Installation, configuration, and integration to NilRead or any other diagnostic viewer to display DICOM images within HCW.

Billing Office Solution

Scope

This project area will consist of integrating Software with Epic Resolute, including Professional Billing and Hospital Billing.

Business Correspondence Processing

Paper business correspondence will be batch scanned and moved to a Software queue for indexing and QA:
1. Actionable correspondence will be managed directly within Epic. Software will create a nightly text file containing the document handle for each piece of correspondence that was scanned into Software that day. This file will then be automatically imported into Epic, and a Correspondence Record is created for each document handle in the file. This will create a direct link to the document from the Epic Correspondence Record. It is recommended that Correspondence Records are created for the Correspondence Solution:
  1. Customer is on a version of Epic that supports Correspondence import and subsequent creation of Correspondence records via flat file.

Batch Payment Posting in Epic Resolute

Software will be used to scan EOBs, or acquire existing EOB images, to create posting batches in Epic:

The document representing the posting batch will be linked to Epic via an HL7 ZBI message. Customer is responsible for purchasing the ZBI interface from Epic and any required configuration services. Epic will create the posting batch based on the information in the ZBI message. EOBs retrieved from lockboxes for the Epic/Software batch posting integration must be multi-page TIFF images. Combining multiple images to create a posting document is not in scope;
When an end user opens a Software-created Epic batch for posting, Epic will open a Software viewing window to facilitate payment posting;
For each posted transaction, Epic will record the page visible in Software, creating a link to the specific page of the posting document;
The posting documents will be run through the Software OCR Processor, allowing subsequent text-based search of posting documents from a Software client; and
Epic will be configured to produce a flat file mapping Epic batch IDs to Software document ids, enabling Software to index the posting documents to the Epic batch IDs. As a result, the Software posting documents will be retrievable by Epic batch ID from a Software client.

835 Processing

Software will be configured to import up to five (5) distinct 835 feeds;
The Software 835 Processor will index the file at the level of specific payments and create 835 file virtual EOBs (i.e. EOBs for individual payments) suitable for use in follow-up packets (e.g. a partial-pay appeal packet); and
The 835 file virtual EOBs will be created using Software’s standard XML style sheet. The virtual EOBs can be customized per 835 file to suit the needs of specific payers, but that configuration is outside the scope of this project and is typically only required when demanded by specific payers (uncommon).

Lockbox Integration

Software will be configured to integrate with up to four (4) electronic lockboxes;
Documents associated with the billing office, correspondence, EOBs, or 835 files, may be received by Customer via lockboxes. Software will import documents from the lockboxes, and initiate the business processes described in this Project Area;
Customer is responsible for securely downloading lockbox contents to a defined location on the same local area network (LAN) hosting the Software;
If applicable, scoping is based upon the assumption that native import functionality of purchased Software modules (e.g., DIP) will be leveraged for lockbox document import. Any custom development required to provide a pre-processor that parses lockbox images and allows them to be processed by software is not included in the scope of this project area but may be facilitated through the use of elective change blocks.

Content Delivery

Business correspondence and any documents in Software associated with the relevant MRN or invoice number will be retrievable from Epic Resolute. The integration will be achieved by configuring Epic Activity Buttons to invoke the Software QueryPop; and
Document retrieval using native client(s) of the Software.

Interfaces

HL7 interfaces will be leveraged for outbound communication from Software:
1. Outbound ZBI message to interface documents to the billing system:
  1. The Epic ZBI interface must be procured through Epic in order to allow for the integration of scanned EOBs to the batch selection screen within Epic Resolute.

Third-party Application Integrations

Software will integrate with the following applicable applications:
1. Epic Resolute – Hospital Billing; and
2. Epic Resolute – Professional Billing.

Exclusions

The following items are considered out of scope for this engagement:

Professional Services for the ingestion of documents received by Customer via electronic lockbox(es).

Requirements Analysis

Included in the project cost is dedicated time for Software solution requirements analysis, documentation and review. Requirements Analysis activities include:

Requirements Capture: Hyland will collaborate with Customer’s project team to discover and define the detailed requirements of the Software solution. Discussions focus on the requirements to meet Customer’s business objectives, including any integration(s) that may be in scope for the project:
1. Customer project team may consist of subject matter experts from the business areas and technical experts from IT, interfaces and applications: and
2. Agenda will reflect a single collaborative session per project area. For example, where the same department is repeated across multiple entities, representatives of each entity should attend requirements gathering sessions.
Requirements Documentation: Hyland composes formal documentation containing the requirements of the Software solution. Additional follow-up items may be discussed with the Customer subject matter experts to close gaps in the understanding of the captured requirements during the Requirements Capture. Once complete, the documentation is delivered to Customer’s project team.
Requirements Review: Hyland reviews the Requirement Document with Customer’s project team to validate the Software solution requirements. Modifications to the document are made and a finalized Requirements Document is delivered to Customer’s project team; and
Project Schedule: Hyland will update the Preliminary Project Schedule to reflect a more detailed schedule based upon the Requirements Documentation.

Solution Build

Included in the project cost is dedicated time to build the Software solution. Solution build activities include:

Solution Design: Hyland will design the solution based on the Requirements Document. In the case that the solution contains a Workflow or WorkView application, Hyland will conduct a walkthrough demonstration of Workflow or WorkView, soliciting Customer feedback; and
Solution Installation and Configuration: Hyland will install and configure the complete Software solution to fulfill the documented requirements captured in the Requirements Document. Implementation accounts for two (2) environments: Production (PROD), and one (1) Non-Production User Test (“UT”) Lite environment.

Testing & Training

Included in the project scope is dedicated time for solution testing and user training activities. Testing and training activities include:

Customer will manage the deployment of Software testing\training workstation(s) (e.g., PC(s) and Scanner(s)), including the installation of all necessary software/clients, unless otherwise defined within this Appendix.
Unit Testing: Hyland will validate that the solution conforms to the Requirements Document. Upon completion of unit testing and incorporation of any changes to the solution, Hyland will inform the Customer unit testing is complete;
Training Material Generation: Hyland will compose training materials specific to the configured solution for use by Customer’s designated trainers. Customer trainers may modify the document to meet Customer’s training approach;
Customer will prepare and supply the necessary testing\training resources including, but not limited to the following:
1. HL7 messaging
2. Sample, production-like content
3. Electronic feeds (e.g., lockbox files, EDI 835, ancillary reports)
4. Paper documents
5. Sample test patients and encounters, preferably in all environments including Production.
Execution of up to two (2) Software training sessions described below:
1. One (1) “train-the-tester” session on the Software Solution, for up to five (5) designated testers; and
2. One (1) “train-the-trainer” session for up to five (5) persons that Customer intends to conduct end-user training.
Customer will secure training room(s) ensuring that all resources participating will have the proper workstations and materials, as set forth by the Hyland project team.
1. If these provisions are not met, Hyland has the right to cancel and reschedule training.
Execution of one (1) solution-specific configuration walk-through for up to two (2) designated Software system administrators provided by Hyland to Customer; and
Customer Testing Support: Hyland will support the Customer’s testing of the configured solution. Customer-created business test cases are used by Customer’s resources to test the Solution. Customer should prepare for these activities by defining test plans and scripts early in the project process. Hyland will make changes to the Software configuration to cause the Solution to function in accordance with the Requirements Document.
Customer will create, maintain, and execute test plans and cases, as well as track and report testing results during the testing cycle(s); and
Customer will train additional end users on the use of Software.

Go-Live Support

Customer may elect to receive support for up to two (2) go-live events. Dates of the go-live events will be subject to mutual agreement; however, if two go-live events are elected, the second event must be completed no later than four (4) months from the completion of first go-live event. Customer’s System Administrator/s will be first point of contact for go-live support. Go-live support will be provided as follows for each go-live event:

Hyland will provide up to two (2) resources for onsite go-live support (Hyland may add resources if it determines additional resources are needed) during normal business hours for consecutive days (Monday – Friday, 8am – 5pm, Customer local time) from a central support location; provided, that such onsite support duration and business hours may be adjusted with mutual agreement between Customer and Hyland:
1. If one (1) go-live event is agreed upon, onsite support will last up to two (2) weeks; or
2. If two (2) go-live events are agreed upon, onsite support will last up to one (1) week for each go-live event.
Following the conclusion of onsite support, Hyland will provide up to two (2) resources to provide one week of remote go-live support (Hyland may add resources if it determines additional resources are needed) during normal business hours for consecutive days (Monday – Friday, 8am – 5pm, Customer local time) .

*** End of Document ***

Effective November 9th 2023 to February 21st 2024

Download

Hyland Care EHR Services Schedule for New Customer

Hyland will provide to Customer Hyland Care EHR Services (as defined below) during an “Initial Term” as defined in the Order Form. As used herein, “Hyland Care EHR Services” shall mean the services described under the heading in the service offering table below (HYLCAREEHRPLUS or HYLCAREEHR) that corresponds to the service type that is selected by Customer and set forth on the Order Form.

Hyland Care EHR Services supports one (1) production and two (2) non-production environments.
Services will be provided in English only;
Except as otherwise provided in Appendix 3, Professional Services will be provided both onsite at Customer location as well as remotely from Hyland offices, in each case during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. in Customer’s local time zone Monday through Friday, in Customer’s designated primary location.
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer hereby consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Managed Services are described in Appendix 2. Customer may purchase Add-On Managed Services by designating on the Order Form those Add-On services it requires.

Service Description

Services	HYLCAREEHRPLUS	HYLCAREEHR
OnBase Integration for Epic (Appendix 3)	Included	Included
Service Desk	Designated	Designated
Service Delivery Manager	Designated	Designated
Monthly Activity Report	Included
Solution Optimization / Assessment	Included	Included (Subject to Elective Service Credits)
Strategic Workshop	Included	Included
Administration	Included
Program Management	Included	Included
Solution Lead	Included	Included
Inquiries	Included	(See Appendix 1 for limitations)
Configuration Management Database	Included
Solution Design Documentation	Included
Quarterly Sponsor Review	Included
Long-Term Release Management	Included
Incident	Review Response Resolution
Change	Review Response Resolution	Review Response Resolution
Release	Review Response Resolution
Problem	Review Response Resolution

Assumptions

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to unplanned time away (i.e. personal illness, personal emergency, etc.);
Customer is aware that Hyland Care EHR Services are intended to assist with specific requests for assistance and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing or as specified in Appendix 3. Requests for Professional Services that do not constitute Hyland Care EHR Services shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below;
Customer understands Hyland Care EHR Services are intended to supplement Customer’s needs beyond standard technical support; and
Each deliverable created will use Hyland’s standard deliverable templates. Customer requested changes to deliverable templates will cause timeline delays.

Exclusions

The following items are not covered under Hyland Care EHR Services:

Consultation, expertise and/or support of third-party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to in writing by Hyland.
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development, unless Customer has purchased Custom Script as an Add-On Managed Service;
Direct database modifications; and
Requests for excluded items or Professional Services that do not constitute Hyland Care EHR Services may be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Change Control Process.

Initiating Requests for Inquiries, Service Requests and/or Change Requests

Customers shall communicate Inquiries, Service Requests and/or Change Requests (see appendices for definitions) to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal and cannot be communicated through any indirect means;
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Resolution for Service Requests and Change Requests are as follows:
1. Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request;
2. Any Change Request for off-hours maintenance windows or extended involvement, such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.
Hyland will determine whether the request submitted constitutes an Inquiry, Service Request or a Change Request. If the request is determined to be an Inquiry or a Change Request, then Hyland will provide the services described below under “Inquiries and Change Requests.

Inquiries and Change Requests

Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change or may elect to have the request treated as an Inquiry, with consultation services only.

During each twelve-month period, Customer will be limited to twenty-four (24) Inquiry service engagements (if HYLCAREEHR).

Inquiries and Change Requests will be managed in the following manner:

All Change Requests for which active services are requested and all Inquiries which result in consultation services will be charged a minimum of one (1) active service engagement;
1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland;
2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes, issues or matters (and will advise Customer of the number of elective service engagements to be charged, if applicable);
3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iv) below, Hyland will perform the work required to address the Change Request or Inquiry.;
4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the Hyland Care EHR Services (such as Software conversions or implementations);
Unused Inquiries and Change Requests will not be rolled over into any subsequent period or renewal term;
In a single month, Customer may request active services relating to Inquiries or Change Requests that total no more than twenty-five (25) percent of the total annual Change Request or Inquiry service engagement allotment, as applicable;
Inquiry and Change Request services are scheduled subject to mutually agreed upon timelines;
Hyland will prioritize all Inquiries and Change Requests received from the Customer and will determine the order of scheduling and completion;
Hyland will provide a monthly report of elective service engagement information relating to Inquires and Change Requests that will include the following information:
1. Opening balance
2. Credits
3. Debits
4. Remaining balance

Hyland will make reasonable efforts to respond to emergency Inquiries and Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Request and Inquiry services. Hyland reserves the right to close Inquiries or Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Customer Obligations

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal; and
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution.

Project Management

Customer will designate a single point of contact whose responsibilities include but are not limited to the following:
1. Execute timely decision-making, completion of all deliverables and action items and resolution of issues throughout the course of the project(s);
2. Coordinate Customer resources for the testing and regression testing cycles of the configured Software solution, including the tracking and reporting test results; and
3. Arrange for physical workspace and tools (work desks, networked computers, meeting rooms, training rooms, conference phones, whiteboards, etc.) for duration of the project(s) to accommodate scheduled onsite and/or remote activities as dictated by Customer’s reasonable security measures.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third-party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

solicit for employment or for engagement as an independent contractor for the soliciting party or for any other third party a person who is or was an employee of the other party, or otherwise encourage or assist any such person to leave the employ of the other party for any reason, in each case at any time during such person’s employment by the other party or within one year (1) after such person has ceased to be an employee of the other party; or
hire or engage, directly or indirectly, as an employee or independent contractor a person: (i) with whom the hiring party had contact or who became known to the hiring party in connection with this Schedule; and (ii) who is or was an employee of the other party, in each case at any time during such person’s employment by the other party or within one year (1) after such person has ceased to be an employee of the other party.

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination

The Initial Term of this Hyland Care EHR Services Schedule is defined in the Order Form.

At least forty-five (45) days prior to the expiration of the Initial Term (or applicable Renewal Term), Hyland will provide an invoice setting forth the fees applicable to the Renewal Term. Such invoice shall be due and payable on or before the first day of the Renewal Term. Hyland may not increase the fees for any Renewal Term in an amount by more than ten (10) percent of the fees payable with respect to the then expiring term.

Appendix 1 – Hyland Care EHR Services Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Inquiries, Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its discretion, provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Inquiries, Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of Hyland Care EHR Services. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s environments; Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently; Escalate Inquiries, Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Sponsor Review(s), as applicable.
Program Management	A program manager will facilitate project oversight and undertake the following responsibilities: Provide a single point of contact responsible for delivering organization-wide initiatives tied to Hyland Professional Services; Manage Hyland project resources to attempt to minimize resource rotation and reduce project cycle time; Establish and maintain a regular cadence of communication and status reporting with Customer’s program manager or project sponsor; Help to achieve Customer’s vision, strategies and goals; Develop monthly and quarterly metrics and associated reporting for steady state solutions, as well as projects in flight; Provide a single point of focus for all escalations; Establish working relationships in collaboration with key Hyland and Customer stakeholders; and Schedule design sessions for new projects using the existing solution(s).
Solution Lead	A solution lead will facilitate project oversight and undertake the following responsibilities: Attend monthly meetings with Customer’s project sponsor for the lifecycle of the project; Provides overall Solution guidance; Working with Customer to tailor specific requirements to the implemented Solution. Assisting in preparation of the Solution Design Document to reflect agreed upon Customer requirements. Working with Customer to identify, document, and prioritize enhancement requests. Assisting with quality assurance efforts. Evaluating testing issues to verify defects versus enhancements. Assisting in the Go-Live implementation. Managing technical escalations and related communications. Scheduling monthly Customer check-in meetings to review solution activity and proactively identify, plan, and prioritize solution needs and enhancements.
Monthly Activity Report	A monthly report delivered by Hyland which may include: Summary of work and tasks completed, upcoming work, known issues or risks; Summary of outstanding Inquiries, Service Requests and/or Change Requests; and Other reporting details as mutually agreed upon, to provide clear communication paths and to summarize monthly activity.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions; Responding to business needs to create, modify or delete user accounts for existing security groups within the Software; Help maintain non-production environments for testing, training, and/or issue resolution; Respond to questions concerning product capabilities; Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software; Analyzing solution performance trends; Executing solution optimization tasks
Inquiries	Request by Customer for remote online consultation services between the Customer and a consultant Each Inquiry includes up to one (1) hour of remote online consultation services between the Customer and a consultant; Customer may record the Inquiry appointment, subject to Hyland agreement, and provided that such recordings are used only internally; Hyland may limit the scope of each Inquiry to the questions and discussion items submitted in advance by the Customer in the Inquiry request. Customer shall be permitted up to one (1) additional hour of follow-up consultation relating to each Inquiry; In response to Customer Inquiries, Hyland will, as appropriate: Conduct reasonable research and preparation in order to respond to the Inquiry (provided the Customer has delivered a written summary of questions at the time of the Inquiry request); Provide consulting services in relation to Software use; Recommend solution configuration changes and/or design reviews; Attempt to identify root causes of problems and/or troubleshoot solution configuration; and Make recommendation(s) for remediation and resolution paths for Customer. Hyland’s response may be delivered electronically or verbally; Hyland will use reasonable efforts to schedule consultations in response to Inquiries within a seventy-two (72) business hour period from time of submitted Inquiry; and Any additional Inquiries requested by Customer will result in a pricing adjustment and will follow the defined Change Control Process outlined in this document.
Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Customer has access to use Hyland Care EHR Services for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through Hyland Care EHR Services.
Solution Optimization Assessment	Annual solution assessment by Hyland. Any Change recommendations included in the assessment documentation will require elective Change Requests to implement.
Strategic Workshop	One (1) annual engagement designed to help Customer discover the top priorities and deliver a 12-month action plan to achieve quick wins that may drive changes to the Software solution.
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of Hyland Care EHR Services, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determine is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.
Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer; not the result of Incidents and Problems; scheduled services that the Customer must request and schedule 72 hours in advance; and subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement a Response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an Issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within its production environment. If a System Outage is caused by Changes requested by Customer to the production environment, Hyland may reverse or “undo” such Changes in order to revert to the previous functionality. Customer is responsible for reporting a System Outage by submitting a Technical Support Case via Hyland Community or contacting Technical Support: https://community.hyland.com/login?returnUrl=/customer-portal/wiki/hyland-support/technical-support-phone-numbers
Service Request	Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages. There are no limitations on the number of Service Requests submitted during the Term. Service Desk will attempt to begin Review of Service Requests within one (1) hour of reported impact during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours.
Change Request	Request by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are categorized based on type of Change Requests. Service Desk will attempt to begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working the next business day.

Appendix 2 - Description of Add-On Managed Services

The following Add-On Managed Services are available, if applicable.

Add-Ons Available

Custom Script Requests

Additional Change Requests

Custom Script Enhancement(s)/Development Requests

Custom Script Requests

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the subscription term.

Appendix 3 – OnBase Integration for Epic

OnBase integration for Epic will be provided at all of the Customer facilities identified in the Underlying Agreement, as described under “Project Scope,” below.

Project Scope

Pre-Visit Documentation Workflow

Scope

Content Capture

Day forward capture of scanned or faxed documents such as referrals and orders for classification, storage and linking to Epic;
Software’s “sweep” functionality of purchased Software and/or Rightfax Server integration (if viable) will be utilized; and
Configuration (if necessary) of a document separation scan queue.

Content Management

Documents will be manually separated (if necessary) in a scan queue that supports document separation;
Software Workflow filters will be applied (if necessary) to incoming documents based on keyword values for Department, Status and Sub-Status;
Order analyzers, appointment schedulers and other end users interacting with received documents will execute Workflow Tasks that indicate the status of the faxed order;
Faxed order status options will be pre-configured based upon a standardized solution model; and
Once received documents have been fully indexed, Software will generate an outbound HL7 message to Epic to create the document retrieval link at the appropriate level within Epic, based upon the document type assigned to the received document.

Interfaces

Content captured will be interfaced via Software HL7 to Epic Bridges through the use of the HL7 middleware. A workflow system task will use the Software HL7 Interface for outbound communication:
1. Outbound MDM messages to interface captured documents to the EpicCare system;
2. Incoming SIU messages for the capture of scheduling data from Epic; and
3. Inbound MDM (“Bi-Directional Scans Maintenance Interface”) messages to update metadata assigned to documents stored in Software after having been updated within Epic:
  1. The Bi-Directional Scans Maintenance Interface must be procured through Epic.

Content Delivery

Integrated single document retrieval from document hyperlinks within the patient record in EpicCare using the API integration between the Software and Epic;
EpicCare Link/MyChart (if necessary); and/or
Document retrieval using native client(s) of the Software.

Assumptions

Customer’s fax server solution has the capability to make documents available to the Software from a location and in a format that the Software can import;
Customer is on a version of Epic that support incoming SIU, Bi-Directional Scans, and ZRE interface;
Customer’s existing Epic solution allows for documents to be assigned to scan eligible appointment Contact Serial Numbers (“CSNs”), Orders, and/or Referral IDs:
1. Charts can be created within Software for appointments based on incoming SIU messages;
2. Documents can be attached to appointments via batch scanning, integrated scanning or native Software document import functionality;
3. If an appointment is re-scheduled and a new CSN is generated by Epic, the software will create a new chart and re-assign the document(s) attached to the original chart to the new chart; and
4. If an appointment is cancelled within Epic, Epic will convert the cancelled appointment to a Scan-Only Encounter. OnBase will move the documents attached to the appointment to the new Scan-Only Encounter CSN.
Customer’s software Workflow will not be used to validate tasks or ensure that processes are followed in the proper order. Customer resources will be trained in the proper order to execute tasks and will be responsible for ensuring that tasks are executed in the proper order and at the proper time; Software Workflow features such as Timers, User Interaction or Load Balancing are not available outside Software Workflow. will either deploy Intelligent MedRecords to automate document classification or staff will be responsible for manually updating document keywords to facilitate the creation of an HL7 message;
Users can see all documents within a given status and not know who or if another scheduler is actively working the document;
Documents are not automatically assigned to users on a first-in first-out process;
Customer will be responsible for the implementation and management of any fax server software or infrastructure enabling faxed documents to be stored on an accessible network directory; and
Documents will attach to records within Epic at the appointment level, and the Customer version of Epic will allow for this integration.

Exclusions

The following items are considered out of scope for this engagement:

Creation of Workflow E-forms (an electronic HTML form acting as a document in Software) is not included in this estimate;
Automatic assignment of documents to specific users for processing;
Individual documents will not be automatically assigned to individuals, groups or roles; Individual users will be able to filter documents based upon criteria identified to perform their business task(s);
Notifications about documents in a Workflow queue for a period of time are not included;
External communication (fax/e-mail) of documents is not included; and
Custom development to accommodate electronic fax solutions incapable of making documents available to the Software from a location and in a format that the Software can import.

Registration Solution

Scope

Content Capture

Capture of registration documents such as insurance cards, photo identification, and consent forms.

Content Delivery

Integrated document retrieval from document hyperlinks created within select Epic Registration contexts (determined by Customer in consultation with Epic); and
Document retrieval using native client(s) of the Software (Customer HIM staff and other select users).

Third-party Application Integration

Software will integrate/interface with the following applications:
1. Epic ADT/Prelude Registration (Inpatient); and
2. Epic Prelude Registration (Ambulatory).

Exclusions

The following items are considered out of scope for this engagement:

Electronic Completion and signing of forms using a device such as a tablet PC, interactive pen display, or signature pad capable of capturing digital ink; and
The implementation of an OnBase Mobile eCapture solution for use with mobile devices, such as iPads, to capture patient signatures on consent forms.

Clinical Records Solution

Scope

Content Capture

Capture of select clinical documents, such as lab results, via scanning or the use of other Customer-owned Software modules;
Batch scanning and barcode recognition as available of clinical documents, with documents linked to Epic via HL7; and
Import of electronic documents from up to five (5) ancillary clinical systems, with documents linked to Epic via HL7. Documents must be in non-proprietary document formats (e.g. PDF, TXT, RTF and JPG). The pricing for this proposal is based upon the assumption that native import functionality of purchased Software modules (e.g. HL7) will be leveraged for document import:
1. OnBase software supports as many ancillary system imports as required. The number above represents the number of imports Hyland services will create as part of this services project. Customer admins will be trained on how to create further imports as needed.

Content Delivery

Integrated document retrieval from document hyperlinks created within select EpicCare contexts (determined by Customer in consultation with Epic);
Integrated document retrieval via the launch of the Hyland Clinician Window from EpicCare; and
Document retrieval using native client(s) of the Software (Customer HIM staff and other select users).

Content Management

Physician Acknowledgement:
1. The routing of batch scanned documents to a physician’s Epic in-basket for the purpose of Physician Acknowledgment.
Deficiency Analysis and Completion using Deficiency Pop (If Applicable):
1. Software will extend Epic’s deficiency analysis and completion capabilities to facilitate analysis and completion of documents stored in Software;
2. Missing Signature and Missing Information deficiencies are supported by Software; and
3. Software will deliver deficiency, completion, and refusal data to Epic to support consolidated deficiency management in Epic.
Epic Chart Search Functionality:
1. Epic is configured for Epic Chart Search.
2. MDM Messaging is currently sending via Workflow, not Scan Queue HL7 Sending.
Release of Information (“ROI”):
1. Epic ROI reports will automatically include documents linked in Epic to Software.
Document Corrections:
1. The Solution will include a workflow to facilitate document corrections, such as misfiles and duplicate scans, with the corrections being performed by HIM or other authorized staff; and
2. Epic end users will be able to initiate the correction process directly from the Epic-integrated Software viewer.
Document Maintenance:
1. Document maintenance may be facilitated through the Bi-Directional Scans Maintenance Interface;
2. When a document record (“DCS”) is changed in Epic, a Bi-Directional Scans Maintenance Interface message can be sent to Software, within which the document metadata will be updated accordingly; and
3. Documents can also be soft deleted from Epic through this process.
Software will automatically process patient merge messages from Epic. Software will facilitate, but not completely automate, the un-merging of patients;
Integration with the Epic Web BLOB Server Pass-Through:
1. Specific use cases by which the Epic Web BLOB Server Pass-Through (“WBP”) will be utilized by Customer will be identified and investigated during Project Requirements Analysis;
2. Only day-forward documentation may be stored in Software leveraging WBP;
3. The following types of documents stored in the Epic Web BLOB Server will not be eligible for WBP:
  1. Documents from external organizations retrieved through Image Exchange;
  2. HTML template-based e-signatures;
  3. Files not compatible with the Media Manager or the Media tab in Chart Review;
  4. Files that exist without corresponding document records in the Document (DCS) master file; and
  5. Other documentation identified as ineligible by Epic.
4. Documents stored in OnBase by way of the WBP will exist as ‘read-only’ documents:
  1. Only WBP calls initiated from within Epic will be able to perform file edits. Such requests will trigger in-place replacements of files stored in Software and will not utilize Software revisioning capabilities;
  2. Only WBP calls initiated from Epic will be able to perform document deletions. Such requests will trigger document purges from within Software; and
  3. Only HL7 messages initiated from Epic will be able to perform metadata updates on WBP documents. Metadata update processes will work in conjunction with the ADT interface and Bi-Directional Scans Maintenance Interface. Metadata updates include Keyword changes and Document Type changes. These updates can be triggered as a result of typical patient activity or the Edit document process initiated from within Epic and will require the use of the Software Document Update Processor. These types of metadata updates are one-way and only triggered from Epic. No updates to document metadata performed in Software will be sent to Epic.
5. Document security in Software will be maintained separately from Epic security. This may result in documents being viewable in one system and not the other if security models between Software and Epic are not aligned.
Dashboard Reporting Packages: Pre-configured Reporting Dashboards to allow users to monitor performance and analyze trends in real-time. These reports include:
1. HIM Operations I Package
  1. Scanning Productivity by User Group;
  2. Indexing Productivity by User Group;
  3. QA Productivity by User Group;
  4. Document Type Summary;
  5. My Scanning Productivity;
  6. My Indexing Productivity;
  7. My QA Productivity;
  8. Batch Snapshot;
  9. Capture Process Designer Batch Processing Time;
  10. Capture Process Designer Batches Currently in Processing; and
  11. Committed vs Created Documents.
2. HIM Operations II Package
  1. Barcode Processing Configuration;
  2. Chart Analysis Report - Native or Workflow;
  3. Coding Report - Native or Workflow;
  4. Document Corrections - Current Correction Requests;
  5. Document Corrections - Filed In Error Report;
  6. Document Corrections - Productivity;
  7. Document Corrections - Requested Corrections;
  8. Document History Log;
  9. Document History Log by User;
  10. Document History Log for MRN;
  11. Document Type Views;
  12. EMR Integrated Scans;
  13. Outstanding Deficiency Reporting;
  14. Page Changes During Batch Processing;
  15. Scan Queue Document Types;
  16. Content Conditioning – Documents Currently In Review Queues; and
  17. Content Conditioning – Productivity.
3. System Administrator Package
  1. Bar Code Processing Configuration;
  2. Chart Type (Epic vs. MRM) Report;
  3. Chartless Documents;
  4. Configuration Log;
  5. Document History Log;
  6. Document Import Summary;
  7. Facility Chart Tabs & Doc Types Report;
  8. HL7 Sending Report;
  9. Keywords Assigned to Document Types;
  10. License Registration by License Type;
  11. New/Inactive Facilities Report;
  12. Physician Report;
  13. Scan Queue Document Types;
  14. User Group and Login Report;
  15. Workflow Document Types;
  16. Workflow Timer Report;
  17. ADT Testing Dashboard;
  18. Merge Testing Dashboard;
  19. Unmerge Testing Dashboard;
  20. Document Attachment Dashboard; and
  21. New /Inactive Admit Types Report.
4. Release of Information (ROI) Package
  1. ROI Request Logs; and
  2. ROI Request Snapshot.

Interfaces

HL7 interfaces will be leveraged for both inbound and outbound data communications with Software:
1. A single (1) incoming ADT interface to capture patient and encounter data;
2. Incoming SIU interface to capture scheduling data;
3. Orders interface is included in scope;
4. A single (1) outbound MDM interface to link documents to the EMR; and
5. Inbound MDM (“Bi-Directional Scans Maintenance Interface”) interface to update metadata assigned to documents stored in Software after having been updated within Epic.

Third-party Application Integrations

Software will integrate with the following applications:
1. EpicCare Link/MyChart;
2. EpicCare (Ambulatory/Inpatient);
3. Epic Health Information Management:
  1. Chart Deficiencies (Inpatient); and
  2. Release of Information.
4. EpicCare Everywhere.

Assumptions

Release of Information module/license is required for ROI dashboard package;
Image Retrieval API service is required for EpicCare Everywhere Integration;
Hyland will configure Dashboard Reporting Packages using standard document and workflow data providers;
Customer is on a version of Epic that support incoming SIU and Bi-Directional Scan:
1. The Bi-Directional Scans Maintenance Interface must be procured through Epic.
Customer will supply initial bulk export of the physician metadata required to assign the responsible provider to deficiencies, as well as the subsequent daily metadata updates; and
Hyland will train system administrator on copying/modifying standard dashboards for other user groups. System Administrator will be responsible for the maintenance of existing and the creation of new dashboards as required.

Exclusions

The following items are considered out of scope for this engagement:

Professional Services for the configuration of custom dashboards using the Reporting Dashboards module.

Unity ROI Solution

Scope

Content Management

Create, manage and approve ROI requests to gather documents based on specific criteria;
Assemble and sort relevant documents within Software;
ROI requests are assigned to users and the status of the request is maintained in Software; and
Search for requests by requestor and patient information.

Content Delivery

Software Medical Records Unity Client; and
Print or export to PDF file for delivery.

Third-party Application Integration

ROI requests may be scanned within Epic ROI in order to initiate the ROI request in Software; and
Software may optionally generate an MDM message to Epic containing the ROI package such that the full release can be performed from Epic.

Deployment

The solution will be deployed within Customer HIM departments to be defined during project Requirements Analysis.

Assumptions

Billing for ROI requests is managed in Epic;
Customer is licensed for Software Release of Information module;
The UnityROI solution will be leveraged to facilitate the completion of ROI requests requiring the inclusion of documents stored within software that are not linked to the patient record in Epic; and
Customer will be responsible for identifying the Software document types which will be eligible for inclusion within the UnityROI solution.

Hyland Clinician Window

Scope

Installation of the HCW Software components; and
Configuration of the following elements of the HCW:
1. Document Collections;
2. Banner attributes (enabled/disabled);
3. Unified Types;
4. Categories;
5. Filter Categories;
6. Date Format;
7. Content List; and
8. Corrections integration.

Deployment

Hyland will support migration of Software solution changes to production environment and Hyland services will support the go-live as a part of the overall Epic go-live.

Third-party Application Integrations

Software will integrate with the following applications:
1. EpicCare (Ambulatory/Inpatient).

Assumptions

Customer must be on Software version EP5 or later;
Customer must have IDP installed within Software;
Customer must utilize Healthcare Corrections version 2.0 or later; and
Customer understands that routine maintenance of the Software solution is required to support the use of the HCW.

Exclusions

The following items are considered out of scope for this engagement:

Integrations with any Vendor Neutral Archives (“VNA”) and/or third-party medical imaging zero-print viewers;
Integration with any other solution other than Software;
Installation, configuration, and integration with any third-party diagnostic imaging viewers; and
Installation, configuration, and integration to NilRead or any other diagnostic viewer to display DICOM images within HCW.

Billing Office Solution

Scope

This project area will consist of integrating Software with Epic Resolute, including Professional Billing and Hospital Billing.

Business Correspondence Processing

Paper business correspondence will be batch scanned and moved to a Software queue for indexing and QA:
1. Actionable correspondence will be managed directly within Epic. Software will create a nightly text file containing the document handle for each piece of correspondence that was scanned into Software that day. This file will then be automatically imported into Epic, and a Correspondence Record is created for each document handle in the file. This will create a direct link to the document from the Epic Correspondence Record. It is recommended that Correspondence Records are created for the Correspondence Solution:
  1. Customer is on a version of Epic that supports Correspondence import and subsequent creation of Correspondence records via flat file.

Batch Payment Posting in Epic Resolute

Software will be used to scan EOBs, or acquire existing EOB images, to create posting batches in Epic:

The document representing the posting batch will be linked to Epic via an HL7 ZBI message. Customer is responsible for purchasing the ZBI interface from Epic and any required configuration services. Epic will create the posting batch based on the information in the ZBI message. EOBs retrieved from lockboxes for the Epic/Software batch posting integration must be multi-page TIFF images. Combining multiple images to create a posting document is not in scope;
When an end user opens a Software-created Epic batch for posting, Epic will open a Software viewing window to facilitate payment posting;
For each posted transaction, Epic will record the page visible in Software, creating a link to the specific page of the posting document;
The posting documents will be run through the Software OCR Processor, allowing subsequent text-based search of posting documents from a Software client; and
Epic will be configured to produce a flat file mapping Epic batch IDs to Software document ids, enabling Software to index the posting documents to the Epic batch IDs. As a result, the Software posting documents will be retrievable by Epic batch ID from a Software client.

835 Processing

Software will be configured to import up to five (5) distinct 835 feeds;
The Software 835 Processor will index the file at the level of specific payments and create 835 file virtual EOBs (i.e. EOBs for individual payments) suitable for use in follow-up packets (e.g. a partial-pay appeal packet); and
The 835 file virtual EOBs will be created using Software’s standard XML style sheet. The virtual EOBs can be customized per 835 file to suit the needs of specific payers, but that configuration is outside the scope of this project and is typically only required when demanded by specific payers (uncommon).

Lockbox Integration

Software will be configured to integrate with up to four (4) electronic lockboxes;
Documents associated with the billing office, correspondence, EOBs, or 835 files, may be received by Customer via lockboxes. Software will import documents from the lockboxes, and initiate the business processes described in this Project Area;
Customer is responsible for securely downloading lockbox contents to a defined location on the same local area network (LAN) hosting the Software;
If applicable, scoping is based upon the assumption that native import functionality of purchased Software modules (e.g., DIP) will be leveraged for lockbox document import. Any custom development required to provide a pre-processor that parses lockbox images and allows them to be processed by software is not included in the scope of this project area but may be facilitated through the use of elective change blocks.

Content Delivery

Business correspondence and any documents in Software associated with the relevant MRN or invoice number will be retrievable from Epic Resolute. The integration will be achieved by configuring Epic Activity Buttons to invoke the Software QueryPop; and
Document retrieval using native client(s) of the Software.

Interfaces

HL7 interfaces will be leveraged for outbound communication from Software:
1. Outbound ZBI message to interface documents to the billing system:
  1. The Epic ZBI interface must be procured through Epic in order to allow for the integration of scanned EOBs to the batch selection screen within Epic Resolute.

Third-party Application Integrations

Software will integrate with the following applicable applications:
1. Epic Resolute – Hospital Billing; and
2. Epic Resolute – Professional Billing.

Exclusions

The following items are considered out of scope for this engagement:

Professional Services for the ingestion of documents received by Customer via electronic lockbox(es).

Requirements Analysis

Included in the project cost is dedicated time for Software solution requirements analysis, documentation and review. Requirements Analysis activities include:

Requirements Capture: Hyland will collaborate with Customer’s project team to discover and define the detailed requirements of the Software solution. Discussions focus on the requirements to meet Customer’s business objectives, including any integration(s) that may be in scope for the project:
1. Customer project team may consist of subject matter experts from the business areas and technical experts from IT, interfaces and applications: and
2. Agenda will reflect a single collaborative session per project area. For example, where the same department is repeated across multiple entities, representatives of each entity should attend requirements gathering sessions.
Requirements Documentation: Hyland composes formal documentation containing the requirements of the Software solution. Additional follow-up items may be discussed with the Customer subject matter experts to close gaps in the understanding of the captured requirements during the Requirements Capture. Once complete, the documentation is delivered to Customer’s project team.
Requirements Review: Hyland reviews the Requirement Document with Customer’s project team to validate the Software solution requirements. Modifications to the document are made and a finalized Requirements Document is delivered to Customer’s project team; and
Project Schedule: Hyland will update the Preliminary Project Schedule to reflect a more detailed schedule based upon the Requirements Documentation.

Solution Build

Included in the project cost is dedicated time to build the Software solution. Solution build activities include:

Solution Design: Hyland will design the solution based on the Requirements Document. In the case that the solution contains a Workflow or WorkView application, Hyland will conduct a walkthrough demonstration of Workflow or WorkView, soliciting Customer feedback; and
Solution Installation and Configuration: Hyland will install and configure the complete Software solution to fulfill the documented requirements captured in the Requirements Document. Implementation accounts for two (2) environments: Production (PROD), and one (1) Non-Production User Test (“UT”) Lite environment.

Testing & Training

Included in the project scope is dedicated time for solution testing and user training activities. Testing and training activities include:

Customer will manage the deployment of Software testing\training workstation(s) (e.g., PC(s) and Scanner(s)), including the installation of all necessary software/clients, unless otherwise defined within this Appendix.
Unit Testing: Hyland will validate that the solution conforms to the Requirements Document. Upon completion of unit testing and incorporation of any changes to the solution, Hyland will inform the Customer unit testing is complete;
Training Material Generation: Hyland will compose training materials specific to the configured solution for use by Customer’s designated trainers. Customer trainers may modify the document to meet Customer’s training approach;
Customer will prepare and supply the necessary testing\training resources including, but not limited to the following:
1. HL7 messaging
2. Sample, production-like content
3. Electronic feeds (e.g., lockbox files, EDI 835, ancillary reports)
4. Paper documents
5. Sample test patients and encounters, preferably in all environments including Production.
Execution of up to two (2) Software training sessions described below:
1. One (1) “train-the-tester” session on the Software Solution, for up to five (5) designated testers; and
2. One (1) “train-the-trainer” session for up to five (5) persons that Customer intends to conduct end-user training.
Customer will secure training room(s) ensuring that all resources participating will have the proper workstations and materials, as set forth by the Hyland project team.
1. If these provisions are not met, Hyland has the right to cancel and reschedule training.
Execution of one (1) solution-specific configuration walk-through for up to two (2) designated Software system administrators provided by Hyland to Customer; and
Customer Testing Support: Hyland will support the Customer’s testing of the configured solution. Customer-created business test cases are used by Customer’s resources to test the Solution. Customer should prepare for these activities by defining test plans and scripts early in the project process. Hyland will make changes to the Software configuration to cause the Solution to function in accordance with the Requirements Document.
Customer will create, maintain, and execute test plans and cases, as well as track and report testing results during the testing cycle(s); and
Customer will train additional end users on the use of Software.

Go-Live Support

Customer may elect to receive support for up to two (2) go-live events. Dates of the go-live events will be subject to mutual agreement; however, if two go-live events are elected, the second event must be completed no later than four (4) months from the completion of first go-live event. Customer’s System Administrator/s will be first point of contact for go-live support. Go-live support will be provided as follows for each go-live event:

Hyland will provide up to two (2) resources for onsite go-live support (Hyland may add resources if it determines additional resources are needed) during normal business hours for consecutive days (Monday – Friday, 8am – 5pm, Customer local time) from a central support location; provided, that such onsite support duration and business hours may be adjusted with mutual agreement between Customer and Hyland:
1. If one (1) go-live event is agreed upon, onsite support will last up to two (2) weeks; or
2. If two (2) go-live events are agreed upon, onsite support will last up to one (1) week for each go-live event.
Following the conclusion of onsite support, Hyland will provide up to two (2) resources to provide one week of remote go-live support (Hyland may add resources if it determines additional resources are needed) during normal business hours for consecutive days (Monday – Friday, 8am – 5pm, Customer local time) .

*** End of Document ***

Hyland Care EHR Services for Existing Customer (Cloud Migration)

Version

Effective November 9th 2023

Download

Hyland Care EHR Services Schedule for Existing Customer

Hyland will provide to Customer Hyland Care EHR Services (as defined below) during an “Initial Term” as defined in the Order Form. As used herein, “Hyland Care EHR Services” shall mean the services described under the heading in the service offering table below (HYLCAREEXISTM) that corresponds to the service level that is selected by Customer and set forth on the Order Form.

Hyland Care EHR Services supports one (1) production and two (2) non-production environments.
Services will be provided in English only.
Except as otherwise provided in Appendix 3, Professional Services will be provided both onsite at Customer location as well as remotely from Hyland offices, in each case during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. in Customer’s local time zone Monday through Friday, in Customer’s designated primary location.
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer hereby consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Managed Services are described in Appendix 2. Customer may purchase Add-On Managed Services by designating on the Order Form those Add-On services it requires.

Service Description

Please reference the Order Form for a description of the service type selected. Descriptions of the Professional Services related to Cloud Migration are described in Appendix 3. Descriptions of the Professional Services included under each type are provided in Appendix 1.

Services	HYLCAREEXISTM (Operate MS Level)
Cloud Migration (Appendix 3)	Included
Service Desk	Designated
Service Delivery Manager	Designated
Monthly Activity Report
Solution Optimization / Assessment	Included
Strategic Workshop	Included
Solution Upgrade	Included
Administration	Included
Program Management	Included
Solution Lead	Included
Inquiries	Included
Configuration Management Database
Solution Design Documentation
Quarterly Sponsor Review
Long-Term Release Management
Incident	Review Response Resolution
Change	Review Response Resolution
Release
Problem

Assumptions

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to unplanned time away (i.e., personal illness, personal emergency, etc.).
Customer is aware that Hyland Care EHR Services are intended to assist with specific requests for assistance and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing or as specified in Appendix 3. Requests for Professional Services that do not constitute Hyland Care EHR Services shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below.
Customer understands Hyland Care EHR Services are intended to supplement Customer’s needs beyond standard technical support; and
Each deliverable created will use Hyland’s standard deliverable templates. Customer requested changes to deliverable templates will cause timeline delays.

Exclusions

The following items are not covered under Hyland Care EHR Services:

Consultation, expertise and/or support of third-party software or hardware.
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to in writing by Hyland.
Replacement for general Technical Support or Cloud Product Engineering Support.
Custom scripted elements and custom development unless Customer has purchased Custom Script Requests as an Add-On Managed Service.
Direct database modifications; and
Requests for excluded items or Professional Services that do not constitute Hyland Care EHR Services may be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Change Control Process.

Initiating Requests for Inquiries, Service Requests and/or Change Requests

Customers shall communicate Inquiries, Service Requests and/or Change Requests (see Appendix 1 for definitions) to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal and cannot be communicated through any indirect means.
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Hyland will determine whether the request submitted constitutes an Inquiry, Service Request or a Change Request. If the request is determined to be an Inquiry or a Change Request, then Hyland will provide the services described below under “Inquiries and Change Requests. If the request is determined to be a Service Request, Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.

Inquiries and Change Requests

Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change or may elect to have the request treated as an Inquiry, with consultation services only.

During the subscription term, Customer will be entitled to one hundred and twenty (120) Change Request service engagements. If the term is multiple years, this number of Change Request engagements will be provided over the course of that multiple year term. Inquiries are unlimited under the Operate and Enhance service levels. For the Advise service level, Inquires are limited to twenty-four (24) Inquiry service engagements per year.

Inquiries and Change Requests will be managed in the following manner:

All Change Requests for which active services are requested and all Inquiries which result in consultation services will be charged a minimum of one (1) active service engagement:
1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland.
2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes, issues, or matters (and will advise Customer of the number of elective service engagements to be charged, if applicable).
3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iv) below, Hyland will perform the work required to address the Change Request or Inquiry.
4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the Hyland Care EHR Services (such as Software conversions or implementations).
Unused Inquiries and Change Requests will not be rolled over into any subsequent renewal term.
Inquiry and Change Request services are scheduled subject to mutually agreed upon timelines. Any Change Request for off-hours maintenance windows or extended involvement, such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Hyland will prioritize all Inquiries and Change Requests received from the Customer and will determine the order of scheduling and completion.
Hyland will provide a monthly report of elective service engagement information relating to Inquires and Change Requests that will include the following information:
1. Opening balance
2. Credits
3. Debits
4. Remaining balance

Hyland will make reasonable efforts to respond to emergency Inquiries and Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources.
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Request and Inquiry services. Hyland reserves the right to close Inquiries or Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Customer Obligations

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary.
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third-party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner.
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles.
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated.
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal; and
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution.

Project Management

Customer will designate a single point of contact whose responsibilities include but are not limited to the following:
1. Execute timely decision-making, completion of all deliverables and action items and resolution of issues throughout the course of the project(s).
2. Coordinate Customer resources for the testing and regression testing cycles of the configured Software solution, including the tracking and reporting test results; and
3. Arrange for physical workspace and tools (work desks, networked computers, meeting rooms, training rooms, conference phones, whiteboards, etc.) for duration of the project(s) to accommodate scheduled onsite and/or remote activities as dictated by Customer’s reasonable security measures.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings.
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third-party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution.
Customer will ensure the necessary remote access for Hyland resources.
Customer will manage third party application setup (i.e., installation, configuration), testing, training, and go- live support related to integration(s) with Software.
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g., scanner, signature device) and related third party software (e.g., drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

solicit for employment or for engagement as an independent contractor for the soliciting party or for any other third party a person who is or was an employee of the other party, or otherwise encourage or assist any such person to leave the employ of the other party for any reason, in each case at any time during such person’s employment by the other party or within one year (1) after such person has ceased to be an employee of the other party; or
hire or engage, directly or indirectly, as an employee or independent contractor a person: (i) with whom the hiring party had contact or who became known to the hiring party in connection with this Schedule; and (ii) who is or was an employee of the other party, in each case at any time during such person’s employment by the other party or within one year (1) after such person has ceased to be an employee of the other party.

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Customer and Hyland will fully execute each mutually agreed upon Change Order prior to the requested changes taking effect. Customer and Hyland acknowledge that this may affect Professional Services, timelines, and deliverables, and therefore will make reasonable efforts to execute any changes to this Schedule with enough lead-time to minimize the influence on the project. No Change Order is binding upon the parties until it is executed by both parties.

Term and Termination

The Initial Term of this Hyland Care EHR Services Schedule is defined in the Order Form.

At least forty-five (45) days prior to the expiration of the Initial Term (or applicable Renewal Term), Hyland will provide an invoice setting forth the fees applicable to the Renewal Term. Such invoice shall be due and payable on or before the first day of the Renewal Term. Hyland may not increase the fees for any Renewal Term in an amount by more than ten (10) percent of the fees payable with respect to the then expiring term.

Appendix 1 – Hyland Care EHR Services Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Inquiries, Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its discretion, provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Inquiries, Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of Hyland Care EHR Services. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s environments. Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently. Escalate Inquiries, Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Sponsor Review(s), as applicable.
Program Management	A program manager will facilitate project oversight and undertake the following responsibilities: Provide a single point of contact responsible for delivering organization-wide initiatives tied to Hyland Professional Services. Manage Hyland project resources to attempt to minimize resource rotation and reduce project cycle time. Establish and maintain a regular cadence of communication and status reporting with Customer’s program manager or project sponsor. Help to achieve Customer’s vision, strategies and goals. Develop monthly and quarterly metrics and associated reporting for steady state solutions, as well as projects in flight. Provide a single point of focus for all escalations. Establish working relationships in collaboration with key Hyland and Customer stakeholders; and Schedule design sessions for new projects using the existing solution(s).
Solution Lead	A solution lead will facilitate project oversight and undertake the following responsibilities: Attend monthly meetings with Customer’s project sponsor for the lifecycle of the project. Provides overall Solution guidance. Working with Customer to tailor specific requirements to the implemented Solution. Assisting in preparation of the Solution Design Document to reflect agreed upon Customer requirements. Working with Customer to identify, document, and prioritize enhancement requests. Assisting with quality assurance efforts. Evaluating testing issues to verify defects versus enhancements. Assisting in the Go-Live implementation. Managing technical escalations and related communications. Scheduling monthly Customer check-in meetings to review solution activity and proactively identify, plan, and prioritize solution needs and enhancements.
Monthly Activity Report	A monthly report delivered by Hyland which may include: Summary of work and tasks completed, upcoming work, known issues or risks. Summary of outstanding Inquiries, Service Requests and/or Change Requests; and Other reporting details as mutually agreed upon, to provide clear communication paths and to summarize monthly activity.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions. Responding to business needs to create, modify, or delete user accounts for existing security groups within the Software. Help maintain non-production environments for testing, training, and/or issue resolution. Respond to questions concerning product capabilities. Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software. Analyzing solution performance trends. Executing solution optimization tasks. These services are provided for all then-currently implemented Hyland solutions at the Enhanced service level and only for OnBase Integration with Customer’s EHR solution at the Operate service level.
Inquiries	Request by Customer for remote online consultation services between the Customer and a consultant Each Inquiry includes up to one (1) hour of remote online consultation services between the Customer and a consultant: Customer may record the Inquiry appointment, subject to Hyland agreement, and provided that such recordings are used only internally. Hyland may limit the scope of each Inquiry to the questions and discussion items submitted in advance by the Customer in the Inquiry request. Customer shall be permitted up to one (1) additional hour of follow-up consultation relating to each Inquiry. In response to Customer Inquiries, Hyland will, as appropriate: Conduct reasonable research and preparation in order to respond to the Inquiry (provided the Customer has delivered a written summary of questions at the time of the Inquiry request). Provide consulting services in relation to Software use. Recommend solution configuration changes and/or design reviews. Attempt to identify root causes of problems and/or troubleshoot solution configuration; and Make recommendation(s) for remediation and resolution paths for Customer. Hyland’s response may be delivered electronically or verbally. Hyland will use reasonable efforts to schedule consultations in response to Inquiries within a seventy-two (72) business hour period from time of submitted Inquiry; and Any additional Inquiries requested by Customer will result in a pricing adjustment and will follow the defined Change Control Process outlined in this document.
Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Customer has access to use Hyland Care EHR Services for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through Hyland Care EHR Services.
Solution Upgrade	Solution upgrade services provided to the Customer will consist of the following: Project Team and Project Coordination The Hyland project team will consist of one (1) or more consultants to support technical activities, as well as a primary Project Manager to provide project coordination. Project coordination shall include the following: Managing project initiation, coordinating schedules and resources, and developing the Project Plan. Coordination and collaboration with Customer Project Management resource(s); and Weekly and/or daily involvement where necessary to track project progress, issues, scope creep and impact, and generating Change Orders as needed. Project Initiation Project kick-off and planning activities; and Delivery of a Project Plan. Environmental Setup and Upgrade Delivery of an Upgrade Delivery Plan. Upgrade of up to three (3) environments including: Up to two (2) non-production; and One (1) production. Completion of basic Software testing to validate general functionality following the upgrade (e.g., user login, client-side Software installation, core module functionality, general retrieval, and archive). User Testing Hyland will provide User Testing support over a two (2) week period. Production Cut Over Hyland and the Customer will decide on a date and time to begin the production upgrade. Hyland and Customer will discuss a cut over plan. Cut over will be executed within a one (1) day period. Hyland will provide one (1) day of dedicated go-live assistance immediately following the production upgrade. Project Closure Activities Provision of any final recommendations and/or identification of next steps as appropriate. The Solution Upgrade is provided once per term at the Advise, Operate and Enhance service levels (meaning, if the term is multiple years, this is provided once during each multiple year term)
Solution Optimization Assessment	Customer may request that Hyland perform a solution optimization assessment. Upon such request, Hyland will evaluate the services expected and advise Customer of the number of elective Change Requests that will be required for such assessment. Customer may then instruct Hyland to proceed, subject to having a sufficient number of Change Requests available for use during such term.
Strategic Workshop	An engagement designed to help Customer discover the top priorities and deliver an action plan to achieve quick wins that may drive changes to the Software solution. The Strategic Workshop is provided once per term at the Advise, Operate and Enhance service levels (meaning, if the term is multiple years, this is provided once during each multiple year term)
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of Hyland Care EHR Services, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determine is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.
Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer. not the result of Incidents and Problems. scheduled services that the Customer must request and schedule 72 hours in advance; and subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement a Response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an Issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within its production environment. If a System Outage is caused by Changes requested by Customer to the production environment, Hyland may reverse or “undo” such Changes in order to revert to the previous functionality. Customer is responsible for reporting a System Outage by submitting a Technical Support Case via Hyland Community or contacting Technical Support: https://community.hyland.com/login?returnUrl=/customer-portal/wiki/hyland-support/technical-support-phone-numbers
Service Request	Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages. For the Advise service level, customer is limited to 24 service requests per year. There are no limitations on the number of Service Requests submitted by the customer during the Term for the Operate and Enhance service levels. Service Desk will attempt to begin Review of Service Requests within one (1) hour of reported impact during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours.
Change Request	Requests by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are categorized based on type of Change Requests. Service Desk will attempt to begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working the next business day.

Appendix 2 - Description of Add-On Managed Services

The following Add-On Managed Services are available, if applicable.

Add-Ons Available

Custom Script Enhancement(s) and/or Development Requests

Additional Change Requests

Custom Script Requests

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the subscription term.

Appendix 3 – Cloud Migration

Hyland will provide Professional Services to Customer related to the migration of Customer’s current Software environments, solutions, and corresponding content to the Hyland Cloud Platform Engineering (CPE) hosted environment, including:

The following environments:
1. Up to two non-production, and
2. One production.
The following Hyland products:
1. OnBase.
If required, support for an upgrade of the following Hyland products:
1. OnBase.

The project will begin with a migration workshop where Hyland will review the Customer’s existing environment and create a plan to migrate to the Hyland Cloud. Once the workshop is completed, Hyland will build the hosted production environment. As part of the implementation phase, Hyland will make the necessary changes to the Software to properly operate in the hosted environment. Areas of focus for changes as described in this Professional Services proposal shall be limited to environmental-related connections, products/modules configuration, functionality, and integrations which require changes due to a move from a premise-based solution to the Hyland CPE hosted environment.

Upon completion of the migration, and testing/validation by Hyland within the initial Software environment, User Testing (UT) by the Customer may begin. Hyland will provide testing support during this time. Upon completion of the testing period for the initial environment, Hyland will work with Customer to finalize the production cutover/go-live plan and responsibilities.

The cutover/go-live phase will include the migration of delta content, as well as a production database backup. Once the restoration of all data is complete and all necessary configuration changes are made, Hyland will provide support as Customer performs final testing and validation tasks. Upon completion of final testing, Customer will go live in the hosted environment. Hyland Professional Services support for Customer go-live will be provided for a period of two (2) weeks and will include calls to discuss open issues or concerns, and coordination with Customer to address any mutually agreed upon changes or updates.

See below for a recap of the general project activities:

Project initiation and kick-off.
Data assessment:
1. Review of Customer’s current data
  1. The following areas will be reviewed.
  2. Orphaned documents.
  3. Blank identifiers.
  4. Duplicate identifiers; and
  5. Merge process.
2. Any data cleanup identified by the assessment is excluded from the migration scope.
3. Migration workshop including discovery sessions for environmental/solution review, gathering of requirements for the hosted environments and any solution changes, and drafting of the migration plan.
Creation of documentation and review of the materials with Customer.
Migration of initial data (e.g. database and file storage documents);
Implementation of Hyland hosted environment(s):
1. Environment build and solution configuration.
2. Security and authentication.
3. Functional testing.
4. Deployment testing; and
5. Administrative training.
User Testing (UT) support.
Migration of delta data.
Production cut-over and go live support.
Solution stabilization support.

The services will include the following changes/updates and related activities:

General/environmental (either directly by Services or in support of Hyland CPE efforts):
1. Directory paths for content storage (i.e., disk groups, OSMs).
2. Processing paths for modules or other means to access data.
3. Paths, URL’s, data sources, etc. within script configuration of Software.
4. File location references within electronic/HTML forms.
5. Re/configuration of scheduled tasks or timers.
6. Module reconfigurations as applicable.
  1. Ad-hoc Scanning.
  2. Advanced Capture.
  3. Application Enabler.
  4. Bar Code Generator.
  5. COLD / ERM.
  6. Document Import Processor.
  7. EDM Services.
  8. Integration for Microsoft Outlook.
  9. Mailbox Importer.
  10. PDF Input Filter.
  11. Production Document Imaging (Kofax or Twain); and
  12. Virtual Print Driver.
  13. Additional reconfigurations as defined in the Cloud Assessment report.
7. Review of current solution to include the following:
  1. Autofill Keyword Sets.
  2. Document Import Processes (DIPs).
  3. COLD Processes.
  4. Scan Queues; and
  5. COLD Preprocessors.
  6. Internal Autofill Keyword Sets.
  7. Lifecycles/Workflow Solutions.
  8. Unity Forms.
  9. Scheduled Processes; and
  10. Standard Custom Queries.
8. User security and authentication with Hyland IdP or 3rd party SSO; and
9. Security administration.
Custom Solution Changes (if determined by Hyland to be applicable):
1. External AutoFill Keyword Sets (if applicable):
  1. Reconfiguration from external ODBC to internal using Customer-provided flat files; and
2. External Keyword Data Sets (if applicable):
  1. Reconfiguration from external ODBC to internal using Customer-provided flat files; and
3. Hyland will implement a data broker service to enable solution functionality to connect externally from the Hyland Cloud to Customer’s internal database(s). Customer will be responsible for exposing the Hyland data broker service on their own hardware to the internet so it can be called and ensure the services has the appropriate access to the database(s) it needs to call. The following solution configuration will be updated to connect through this data broker service:
  1. External AutoFill Keyword Sets.
  2. External Keyword Data Sets; and
  3. Database calls in Customer’s existing Unity Scripts.
4. Inbound and outbound data will remain in delimited flat files. For outbound data, Software will place delimited flat files with associated metadata in an outbound SFTP location in Hyland Cloud. Customer is responsible for SFTP file transfer of files to customer network.
5. In the event additional integrations need to be converted to flat files, a change order may be required.
6. Financial Aid (FA) solution integrations for check listing and verification complete updates to SIS:
  1. Replacement of EIS/BizTalk with flat file exports using native features of the Software (e.g., workflow):
    1. Files will export to an outgoing SFTP location, which Customer will use to program updates to SIS on a frequency satisfactory to the business; and
    2. Scripting or other custom integration methods will not be utilized to support this replacement functionality.
  2. Removal of the existing EIS configuration from Software and turning off the BizTalk applications.
7. Custom development:
  1. Modify configuration currently utilizing direct database connections to use Customer-provided flat files.
  2. Deliver the following:
    1. Web service lookups:
      1. Update the existing flat-file/direct database lookups used with Customer-provided web-services; and
      2. Work with Customer to update existing lookup(s) to utilize Customer-provided web-services.
    2. Web service exports:
      1. Update the existing flat-file/direct database exports used with Customer-provided web-services; and
      2. Work with Customer to update existing export(s) to utilize Customer-provided web-services.
8. Brainware:
  1. Deploy Customer on the latest commercially available release of the Software.
  2. Brainware Web Verifier will be implemented.
  3. Upgrade the following solution to the latest commercially available release:
    1. Brainware for Invoices.
    2. Brainware for Transcripts.
9. Review Customer solution and determine what customizations need to be modified, for the purpose of maintaining current solution functionality within the upgraded Software environment.
10. Modify configuration for the following direct database connections to Customer’s third-party ERP system to use Customer-provided flat files:
  1. PO information; and
  2. Vendor information.
  3. Student information; and
  4. Institution information.
11. Modify configuration for the following flat file/direct database connections to Customer’s third-party ERP system to use Customer-provided web services:
  1. PO information; and
  2. Vendor information.
  3. Student information; and
  4. Institution information.

Assumptions

Project/Services Assumptions

The scope and estimate provided as part of this Services Proposal is based off the information provided by the Customer through the On-Premise to Hyland Cloud Migration Questionnaire. In the event additional information is uncovered during the course of the project that requires additional Professional Services then a Change Order will be required.
Should Hyland deem an upgrade is necessary to address any technical challenges or concerns, an upgrade may be provided at a service patch level and only for specific Software functionality as required.
All services will be provided remotely.
Hyland will utilize a copy of the production environment to create the non-production environment(s);
Development in Customers’ existing non-production environment(s) must be promoted to production by Customer prior to the initial migration or it will be unavailable in the hosted environments.
Customer will migrate unique environments:
1. Services include support for one (1) migration of each environment, plus one (1) delta migration for the production environment.
Any changes or planned changed being made to the on-premise system must be reviewed and approved by the Hyland project team;
Customer is responsible for duplicating changes made in the on-premise system to the hosted environment. Once customer implements changes in the hosted environment, Customer is responsible for testing of the added functionality.
A migration checklist will be utilized to track activities and the respective responsible parties. The checklist will be created as a result of discovery sessions and the initial migration and updated as necessary for use during the migration of subsequent environments.
Hyland CPE will create the hosted environments (including any installation/upgrade work) and migrate the solutions as is, updating the environmental-related connections and configurations with the help of Hyland Professional Services as necessary:
Hyland Professional Services will provide general support for the migration, the changes or configuration specified in scope, and general solution testing/validation:
Hyland Professional Services support for Customer User Testing (UT) will not exceed a period of two (2) weeks for each environment.
Changes requested for an environment after the testing period has been completed may require additional time/budget and a Change Order;
Project cutover and go live will each be a one (1) time event.
Hyland Professional Services support for Customer go-live will not exceed a period of two (2) weeks; and
Following go-live support, support for the solution will be transitioned from the Professional Services team to the Managed Services Support team. Customer may then report issues through the standard Technical Support procedures.

Solution Assumptions

Customer is currently or will be using Microsoft SQL Server as the database platform at the time of project engagement.
As part of the migration activities performed by Hyland CPE, Hyland may elect to upgrade Customer’s solution to the latest commercially available version of the Software.
Any inconsistencies found within the database during upgrade/migration that require resolution may necessitate a Change Order.
Customer understands that some aspects of how the solution works, integrates with third party systems, or internal business processes and procedures may need to change as a result of moving from an on premise to hosted environment.
Customer understands that any direct database connections, lookups or integrations will need to be modified as these will not be possible within the hosted environment.
If Software products (e.g., modules, agents, components) that the Customer is currently licensing from Hyland have reached an end-of-life state, Customer shall be required to use Change Requests for the installation, setup, testing, and training of such Software. In addition:
1. Customer may be required to purchase replacement Software products in order for installation services to be provided.
2. Customer understands that when end-of-life products are replaced, the use, functionality, and features of the new products may differ; and
3. Hyland will provide recommendations on any required solution re-designs which may be necessary due to products changes. Customer is responsible for all solution design and/or configuration changes related to new products.
Customer’s solution does not or will not include any of the following, post-migration:
1. Direct database connections to third party systems.
2. Direct access to the database for the purposes of reporting or other needs.
3. Database customizations.
4. Custom development.
5. Custom scripts.
6. Custom integrations.
7. Reporting solutions; and
8. Deprecated products.
All referenced URLs called by the Software within the hosted environments must be exposed and secured with SSL.
Import files needed for the hosted solution will be transferred to the hosted environments by the customer via an incoming SFTP location.
Export files produced by the hosted solution will be placed by Software to an outgoing SFTP location; and
Custom Work Products provided are not covered by Hyland Maintenance and Support. Hyland cannot guarantee that the custom solution will be compatible with future versions of either the Software or other third-party systems. Customer is responsible for costs involved in the migration of the custom solution to future releases of the Software/third party systems, or in the event of third party system changes. Assistance from Hyland can be requested on a time and materials basis to help with these efforts under the terms of a separate services contract.

Integration Assumptions (if applicable)

Data retrieved from and exported for third party system will remain unchanged. Only the method of integration will be updated.
Customer is responsible for making all configuration updates and/or changes to third party system as required for implementation of the custom/web service integration(s); and
Customer has a functioning non-production third party system environment in which to develop and test the integrations.

Exclusions

The following items are considered out of scope for this engagement:

Changes by Hyland to Customer’s existing solution/design other than those listed in scope.
Data cleanup or database inconsistencies identified during the engagement that require resolution.
Use of Brainware Verifier desktop client
Implementation or support for the following:
1. More than one (1) upgrade from current version of Software.
2. Software solution updates related to newly available functionality in the upgraded version of the Software.
3. New Software solutions for the purposes of business processing or management.
4. New Software products other than those listed in scope.
5. Software updates to account for functionality of deprecated modules.
6. Solution updates to account for functionality of deprecated modules.
7. Custom scripting, development, or integrations.
8. Reporting functionality, including replacements to current reporting functionality:
  1. A number of options exist to replace reporting functionality including new Software modules, Professional Services to create custom reports, or hosted offerings. If Customer or solution require new or different reporting functionality, additional discussion is required to identify and provide pricing for the desired option.
Solution training guides/documentation and end user training; and
Solution assessment or health check.

*** End of Document ***

Hyland Care EHR Services for Existing Customer (No Migration)

Version

Effective February 29th 2024

Download

Hyland Care EHR Services Schedule for Existing Customer

Hyland will provide to Customer Hyland Care EHR Services (as defined below) during an “Initial Term” as defined in the Order Form. As used herein, “Hyland Care EHR Services” shall mean the services described under the heading in the service offering table below (HYLCAREEXIST) that corresponds to the service level that is selected by Customer and set forth on the Order Form.

Hyland Care EHR Services supports one (1) production and two (2) non-production environments.
Services will be provided in English only.
Professional Services will be provided both onsite at Customer location as well as remotely from Hyland offices, in each case during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. in Customer’s local time zone Monday through Friday, in Customer’s designated primary location.
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer hereby consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Managed Services are described in Appendix 2. Customer may purchase Add-On Managed Services by designating on the Order Form those Add-On services it requires.

Service Description

Please reference the Order Form for a description of the service type selected. Descriptions of the Professional Services included under each type are provided in Appendix 1.

Services	HYLCAREEXIST (Enhance MS Level)	HYLCAREEXIST (Operate MS Level)	HYLCAREEXIST (Advise MS Level)
Service Desk	Designated	Designated	Designated
Service Delivery Manager	Designated	Designated	Designated
Monthly Activity Report	Included
Solution Optimization / Assessment	Included	Included	Included
Strategic Workshop	Included	Included	Included
Solution Upgrade	Included	Included	Included
Administration	Included	Included
Program Management	Included	Included	Included
Solution Lead	Included	Included	Included
Inquiries	Included	Included	Included (see limitations described in “Inquiries and Change Requests” section below)
Configuration Management Database	Included
Solution Design Documentation	Included
Quarterly Sponsor Review	Included
Long-Term Release Management	Included
Incident	Review Response Resolution	Review Response Resolution
Change	Review Response Resolution	Review Response Resolution	Review Response Resolution
Release	Review Response Resolution
Problem	Review Response Resolution

Assumptions

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to unplanned time away (i.e., personal illness, personal emergency, etc.).
Customer is aware that Hyland Care EHR Services are intended to assist with specific requests for assistance and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing. Requests for Professional Services that do not constitute Hyland Care EHR Services shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below.
Customer understands Hyland Care EHR Services are intended to supplement Customer’s needs beyond standard technical support; and
Each deliverable created will use Hyland’s standard deliverable templates. Customer requested changes to deliverable templates will cause timeline delays.

Exclusions

The following items are not covered under Hyland Care EHR Services:

Consultation, expertise and/or support of third-party software or hardware.
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to in writing by Hyland.
Replacement for general Technical Support or Cloud Product Engineering Support.
Custom scripted elements and custom development unless Customer has purchased Custom Script Requests as an Add-On Managed Service.
Direct database modifications; and
Requests for excluded items or Professional Services that do not constitute Hyland Care EHR Services may be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Change Control Process.

Initiating Requests for Inquiries, Service Requests and/or Change Requests

Customers shall communicate Inquiries, Service Requests and/or Change Requests (see Appendix 1 for definitions) to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal and cannot be communicated through any indirect means.
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Hyland will determine whether the request submitted constitutes an Inquiry, Service Request or a Change Request. If the request is determined to be an Inquiry or a Change Request, then Hyland will provide the services described below under “Inquiries and Change Requests. If the request is determined to be a Service Request, Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.

Inquiries and Change Requests

Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change or may elect to have the request treated as an Inquiry, with consultation services only.

Inquiries and Change Requests will be managed in the following manner:

All Change Requests for which active services are requested and all Inquiries which result in consultation services will be charged a minimum of one (1) active service engagement:
1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland.
2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes, issues, or matters (and will advise Customer of the number of elective service engagements to be charged, if applicable).
3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iv) below, Hyland will perform the work required to address the Change Request or Inquiry.
4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the Hyland Care EHR Services (such as Software conversions or implementations).
Unused Inquiries and Change Requests will not be rolled over into any subsequent renewal term.
Inquiry and Change Request services are scheduled subject to mutually agreed upon timelines. Any Change Request for off-hours maintenance windows or extended involvement, such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Hyland will prioritize all Inquiries and Change Requests received from the Customer and will determine the order of scheduling and completion.
Hyland will provide a monthly report of elective service engagement information relating to Inquires and Change Requests that will include the following information:
1. Opening balance
2. Credits
3. Debits
4. Remaining balance

Hyland will make reasonable efforts to respond to emergency Inquiries and Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources.
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Request and Inquiry services. Hyland reserves the right to close Inquiries or Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Customer Obligations

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary.
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third-party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner.
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles.
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated.
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal; and
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution.

Project Management

Customer will designate a single point of contact whose responsibilities include but are not limited to the following:
1. Execute timely decision-making, completion of all deliverables and action items and resolution of issues throughout the course of the project(s).
2. Coordinate Customer resources for the testing and regression testing cycles of the configured Software solution, including the tracking and reporting test results; and
3. Arrange for physical workspace and tools (work desks, networked computers, meeting rooms, training rooms, conference phones, whiteboards, etc.) for duration of the project(s) to accommodate scheduled onsite and/or remote activities as dictated by Customer’s reasonable security measures.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings.
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third-party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution.
Customer will ensure the necessary remote access for Hyland resources.
Customer will manage third party application setup (i.e., installation, configuration), testing, training, and go- live support related to integration(s) with Software.
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g., scanner, signature device) and related third party software (e.g., drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

solicit for employment or for engagement as an independent contractor for the soliciting party or for any other third party a person who is or was an employee of the other party, or otherwise encourage or assist any such person to leave the employ of the other party for any reason, in each case at any time during such person’s employment by the other party or within one year (1) after such person has ceased to be an employee of the other party; or
hire or engage, directly or indirectly, as an employee or independent contractor a person: (i) with whom the hiring party had contact or who became known to the hiring party in connection with this Schedule; and (ii) who is or was an employee of the other party, in each case at any time during such person’s employment by the other party or within one year (1) after such person has ceased to be an employee of the other party.

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Customer and Hyland will fully execute each mutually agreed upon Change Order prior to the requested changes taking effect. Customer and Hyland acknowledge that this may affect Professional Services, timelines, and deliverables, and therefore will make reasonable efforts to execute any changes to this Schedule with enough lead-time to minimize the influence on the project. No Change Order is binding upon the parties until it is executed by both parties.

Term and Termination

The Initial Term of this Hyland Care EHR Services Schedule is defined in the Order Form.

After the Initial Term, this Hyland Care EHR Services Schedule will renew automatically for Hyland Care EHR Services (which shall be provided as described therein), at the then current service type, for periods equal to the Initial Term (each, a “Renewal Term”), unless either party provides written notice of its desire not to renew at least sixty (60) days prior to the end of the then-current Initial Term or Renewal Term, as applicable.

At least forty-five (45) days prior to the expiration of the Initial Term (or applicable Renewal Term), Hyland will provide an invoice setting forth the fees applicable to the Renewal Term. Such invoice shall be due and payable on or before the first day of the Renewal Term. Hyland may not increase the fees for any Renewal Term in an amount by more than ten (10) percent of the fees payable with respect to the then expiring term.

Appendix 1 – Hyland Care EHR Services Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Inquiries, Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its discretion, provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Inquiries, Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of Hyland Care EHR Services. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s environments. Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently. Escalate Inquiries, Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Sponsor Review(s), as applicable.
Program Management	A program manager will facilitate project oversight and undertake the following responsibilities: Provide a single point of contact responsible for delivering organization-wide initiatives tied to Hyland Professional Services. Manage Hyland project resources to attempt to minimize resource rotation and reduce project cycle time. Establish and maintain a regular cadence of communication and status reporting with Customer’s program manager or project sponsor. Help to achieve Customer’s vision, strategies and goals. Develop monthly and quarterly metrics and associated reporting for steady state solutions, as well as projects in flight. Provide a single point of focus for all escalations. Establish working relationships in collaboration with key Hyland and Customer stakeholders; and Schedule design sessions for new projects using the existing solution(s).
Solution Lead	A solution lead will facilitate project oversight and undertake the following responsibilities: Attend monthly meetings with Customer’s project sponsor for the lifecycle of the project. Provides overall Solution guidance. Working with Customer to tailor specific requirements to the implemented Solution. Assisting in preparation of the Solution Design Document to reflect agreed upon Customer requirements. Working with Customer to identify, document, and prioritize enhancement requests. Assisting with quality assurance efforts. Evaluating testing issues to verify defects versus enhancements. Assisting in the Go-Live implementation. Managing technical escalations and related communications. Scheduling monthly Customer check-in meetings to review solution activity and proactively identify, plan, and prioritize solution needs and enhancements.
Monthly Activity Report	A monthly report delivered by Hyland which may include: Summary of work and tasks completed, upcoming work, known issues or risks. Summary of outstanding Inquiries, Service Requests and/or Change Requests; and Other reporting details as mutually agreed upon, to provide clear communication paths and to summarize monthly activity.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions. Responding to business needs to create, modify, or delete user accounts for existing security groups within the Software. Help maintain non-production environments for testing, training, and/or issue resolution. Respond to questions concerning product capabilities. Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software. Analyzing solution performance trends. Executing solution optimization tasks. These services are provided for all then-currently implemented Hyland solutions at the Enhance service level and only for OnBase Integration with Customer’s EHR solution at the Operate service level.
Inquiries	Request by Customer for remote online consultation services between the Customer and a consultant Each Inquiry includes up to one (1) hour of remote online consultation services between the Customer and a consultant: Customer may record the Inquiry appointment, subject to Hyland agreement, and provided that such recordings are used only internally. Hyland may limit the scope of each Inquiry to the questions and discussion items submitted in advance by the Customer in the Inquiry request. Customer shall be permitted up to one (1) additional hour of follow-up consultation relating to each Inquiry. In response to Customer Inquiries, Hyland will, as appropriate: Conduct reasonable research and preparation in order to respond to the Inquiry (provided the Customer has delivered a written summary of questions at the time of the Inquiry request). Provide consulting services in relation to Software use. Recommend solution configuration changes and/or design reviews. Attempt to identify root causes of problems and/or troubleshoot solution configuration; and Make recommendation(s) for remediation and resolution paths for Customer. Hyland’s response may be delivered electronically or verbally. Hyland will use reasonable efforts to schedule consultations in response to Inquiries within a seventy-two (72) business hour period from time of submitted Inquiry; and Any additional Inquiries requested by Customer will result in a pricing adjustment and will follow the defined Change Control Process outlined in this document.
Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Customer has access to use Hyland Care EHR Services for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through Hyland Care EHR Services.
Solution Upgrade	Solution upgrade services provided to the Customer will consist of the following: Project Team and Project Coordination The Hyland project team will consist of one (1) or more consultants to support technical activities, as well as a primary Project Manager to provide project coordination. Project coordination shall include the following: Managing project initiation, coordinating schedules and resources, and developing the Project Plan. Coordination and collaboration with Customer Project Management resource(s); and Weekly and/or daily involvement where necessary to track project progress, issues, scope creep and impact, and generating Change Orders as needed. Project Initiation Project kick-off and planning activities; and Delivery of a Project Plan. Environmental Setup and Upgrade Delivery of an Upgrade Delivery Plan. Upgrade of up to three (3) environments including: Up to two (2) non-production; and One (1) production. Completion of basic Software testing to validate general functionality following the upgrade (e.g., user login, client-side Software installation, core module functionality, general retrieval, and archive). User Testing Hyland will provide User Testing support over a two (2) week period. Production Cut Over Hyland and the Customer will decide on a date and time to begin the production upgrade. Hyland and Customer will discuss a cut over plan. Cut over will be executed within a one (1) day period. Hyland will provide one (1) day of dedicated go-live assistance immediately following the production upgrade. Project Closure Activities Provision of any final recommendations and/or identification of next steps as appropriate. The Solution Upgrade is provided once per term at the Advise, Operate and Enhance service levels (meaning, if the term is multiple years, this is provided once during each multiple year term)
Solution Optimization Assessment	Customer may request that Hyland perform a solution optimization assessment. Upon such request, Hyland will evaluate the services expected and advise Customer of the number of elective Change Requests that will be required for such assessment. Customer may then instruct Hyland to proceed, subject to having a sufficient number of Change Requests available for use during such term.
Strategic Workshop	An engagement designed to help Customer discover the top priorities and deliver an action plan to achieve quick wins that may drive changes to the Software solution. The Strategic Workshop is provided once per term at the Advise, Operate and Enhance service levels (meaning, if the term is multiple years, this is provided once during each multiple year term)
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of Hyland Care EHR Services, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determine is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.
Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer. not the result of Incidents and Problems. scheduled services that the Customer must request and schedule 72 hours in advance; and subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement a Response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an Issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within its production environment. If a System Outage is caused by Changes requested by Customer to the production environment, Hyland may reverse or “undo” such Changes in order to revert to the previous functionality. Customer is responsible for reporting a System Outage by submitting a Technical Support Case via Hyland Community or contacting Technical Support: https://community.hyland.com/login?returnUrl=/customer-portal/wiki/hyland-support/technical-support-phone-numbers
Service Request	Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages. For the Advise service level, customer is limited to 24 service requests per year. There are no limitations on the number of Service Requests submitted by the customer during the Term for the Operate and Enhance service levels.. Service Desk will attempt to begin Review of Service Requests within one (1) hour of reported impact during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours.
Change Request	Requests by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are categorized based on type of Change Requests. Service Desk will attempt to begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working the next business day.

Appendix 2 - Description of Add-On Managed Services

The following Add-On Managed Services are available, if applicable.

Add-Ons Available

Custom Script Requests

Additional Change Requests

Custom Script Requests

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the subscription term.

*** End of Document ***

Effective November 9th 2023 to February 29th 2024

Download

Hyland Care EHR Services Schedule for Existing Customer

Hyland will provide to Customer Hyland Care EHR Services (as defined below) during an “Initial Term” as defined in the Order Form. As used herein, “Hyland Care EHR Services” shall mean the services described under the heading in the service offering table below (HYLCAREEXIST) that corresponds to the service level that is selected by Customer and set forth on the Order Form.

Hyland Care EHR Services supports one (1) production and two (2) non-production environments.
Services will be provided in English only.
Professional Services will be provided both onsite at Customer location as well as remotely from Hyland offices, in each case during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. in Customer’s local time zone Monday through Friday, in Customer’s designated primary location.
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer hereby consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Managed Services are described in Appendix 2. Customer may purchase Add-On Managed Services by designating on the Order Form those Add-On services it requires.

Service Description

Please reference the Order Form for a description of the service type selected. Descriptions of the Professional Services included under each type are provided in Appendix 1.

Services	HYLCAREEXIST (Enhanced MS Level)	HYLCAREEXIST (Operate MS Level)	HYLCAREEXIST (Advise MS Level)
Service Desk	Designated	Designated	Designated
Service Delivery Manager	Designated	Designated	Designated
Monthly Activity Report	Included
Solution Optimization / Assessment	Included	Included	Included
Strategic Workshop	Included	Included	Included
Solution Upgrade	Included	Included	Included
Administration	Included	Included
Program Management	Included	Included	Included
Solution Lead	Included	Included	Included
Inquiries	Included	Included	Included (see limitations described in “Inquiries and Change Requests” section below)
Configuration Management Database	Included
Solution Design Documentation	Included
Quarterly Sponsor Review	Included
Long-Term Release Management	Included
Incident	Review Response Resolution	Review Response Resolution
Change	Review Response Resolution	Review Response Resolution	Review Response Resolution
Release	Review Response Resolution
Problem	Review Response Resolution

Assumptions

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to unplanned time away (i.e., personal illness, personal emergency, etc.).
Customer is aware that Hyland Care EHR Services are intended to assist with specific requests for assistance and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing. Requests for Professional Services that do not constitute Hyland Care EHR Services shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below.
Customer understands Hyland Care EHR Services are intended to supplement Customer’s needs beyond standard technical support; and
Each deliverable created will use Hyland’s standard deliverable templates. Customer requested changes to deliverable templates will cause timeline delays.

Exclusions

The following items are not covered under Hyland Care EHR Services:

Consultation, expertise and/or support of third-party software or hardware.
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to in writing by Hyland.
Replacement for general Technical Support or Cloud Product Engineering Support.
Custom scripted elements and custom development unless Customer has purchased Custom Script Requests as an Add-On Managed Service.
Direct database modifications; and
Requests for excluded items or Professional Services that do not constitute Hyland Care EHR Services may be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Change Control Process.

Initiating Requests for Inquiries, Service Requests and/or Change Requests

Customers shall communicate Inquiries, Service Requests and/or Change Requests (see Appendix 1 for definitions) to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal and cannot be communicated through any indirect means.
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Hyland will determine whether the request submitted constitutes an Inquiry, Service Request or a Change Request. If the request is determined to be an Inquiry or a Change Request, then Hyland will provide the services described below under “Inquiries and Change Requests. If the request is determined to be a Service Request, Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.

Inquiries and Change Requests

Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change or may elect to have the request treated as an Inquiry, with consultation services only.

Inquiries and Change Requests will be managed in the following manner:

All Change Requests for which active services are requested and all Inquiries which result in consultation services will be charged a minimum of one (1) active service engagement:
1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland.
2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes, issues, or matters (and will advise Customer of the number of elective service engagements to be charged, if applicable).
3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iv) below, Hyland will perform the work required to address the Change Request or Inquiry.
4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the Hyland Care EHR Services (such as Software conversions or implementations).
Unused Inquiries and Change Requests will not be rolled over into any subsequent renewal term.
Inquiry and Change Request services are scheduled subject to mutually agreed upon timelines. Any Change Request for off-hours maintenance windows or extended involvement, such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Hyland will prioritize all Inquiries and Change Requests received from the Customer and will determine the order of scheduling and completion.
Hyland will provide a monthly report of elective service engagement information relating to Inquires and Change Requests that will include the following information:
1. Opening balance
2. Credits
3. Debits
4. Remaining balance

Hyland will make reasonable efforts to respond to emergency Inquiries and Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources.
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Request and Inquiry services. Hyland reserves the right to close Inquiries or Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Customer Obligations

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary.
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third-party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner.
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles.
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated.
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal; and
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution.

Project Management

Customer will designate a single point of contact whose responsibilities include but are not limited to the following:
1. Execute timely decision-making, completion of all deliverables and action items and resolution of issues throughout the course of the project(s).
2. Coordinate Customer resources for the testing and regression testing cycles of the configured Software solution, including the tracking and reporting test results; and
3. Arrange for physical workspace and tools (work desks, networked computers, meeting rooms, training rooms, conference phones, whiteboards, etc.) for duration of the project(s) to accommodate scheduled onsite and/or remote activities as dictated by Customer’s reasonable security measures.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings.
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third-party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution.
Customer will ensure the necessary remote access for Hyland resources.
Customer will manage third party application setup (i.e., installation, configuration), testing, training, and go- live support related to integration(s) with Software.
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g., scanner, signature device) and related third party software (e.g., drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

solicit for employment or for engagement as an independent contractor for the soliciting party or for any other third party a person who is or was an employee of the other party, or otherwise encourage or assist any such person to leave the employ of the other party for any reason, in each case at any time during such person’s employment by the other party or within one year (1) after such person has ceased to be an employee of the other party; or
hire or engage, directly or indirectly, as an employee or independent contractor a person: (i) with whom the hiring party had contact or who became known to the hiring party in connection with this Schedule; and (ii) who is or was an employee of the other party, in each case at any time during such person’s employment by the other party or within one year (1) after such person has ceased to be an employee of the other party.

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Customer and Hyland will fully execute each mutually agreed upon Change Order prior to the requested changes taking effect. Customer and Hyland acknowledge that this may affect Professional Services, timelines, and deliverables, and therefore will make reasonable efforts to execute any changes to this Schedule with enough lead-time to minimize the influence on the project. No Change Order is binding upon the parties until it is executed by both parties.

Term and Termination

The Initial Term of this Hyland Care EHR Services Schedule is defined in the Order Form.

At least forty-five (45) days prior to the expiration of the Initial Term (or applicable Renewal Term), Hyland will provide an invoice setting forth the fees applicable to the Renewal Term. Such invoice shall be due and payable on or before the first day of the Renewal Term. Hyland may not increase the fees for any Renewal Term in an amount by more than ten (10) percent of the fees payable with respect to the then expiring term.

Appendix 1 – Hyland Care EHR Services Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Inquiries, Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its discretion, provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Inquiries, Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of Hyland Care EHR Services. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s environments. Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently. Escalate Inquiries, Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Sponsor Review(s), as applicable.
Program Management	A program manager will facilitate project oversight and undertake the following responsibilities: Provide a single point of contact responsible for delivering organization-wide initiatives tied to Hyland Professional Services. Manage Hyland project resources to attempt to minimize resource rotation and reduce project cycle time. Establish and maintain a regular cadence of communication and status reporting with Customer’s program manager or project sponsor. Help to achieve Customer’s vision, strategies and goals. Develop monthly and quarterly metrics and associated reporting for steady state solutions, as well as projects in flight. Provide a single point of focus for all escalations. Establish working relationships in collaboration with key Hyland and Customer stakeholders; and Schedule design sessions for new projects using the existing solution(s).
Solution Lead	A solution lead will facilitate project oversight and undertake the following responsibilities: Attend monthly meetings with Customer’s project sponsor for the lifecycle of the project. Provides overall Solution guidance. Working with Customer to tailor specific requirements to the implemented Solution. Assisting in preparation of the Solution Design Document to reflect agreed upon Customer requirements. Working with Customer to identify, document, and prioritize enhancement requests. Assisting with quality assurance efforts. Evaluating testing issues to verify defects versus enhancements. Assisting in the Go-Live implementation. Managing technical escalations and related communications. Scheduling monthly Customer check-in meetings to review solution activity and proactively identify, plan, and prioritize solution needs and enhancements.
Monthly Activity Report	A monthly report delivered by Hyland which may include: Summary of work and tasks completed, upcoming work, known issues or risks. Summary of outstanding Inquiries, Service Requests and/or Change Requests; and Other reporting details as mutually agreed upon, to provide clear communication paths and to summarize monthly activity.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions. Responding to business needs to create, modify, or delete user accounts for existing security groups within the Software. Help maintain non-production environments for testing, training, and/or issue resolution. Respond to questions concerning product capabilities. Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software. Analyzing solution performance trends. Executing solution optimization tasks. These services are provided for all then-currently implemented Hyland solutions at the Enhanced service level and only for OnBase Integration with Customer’s EHR solution at the Operate service level.
Inquiries	Request by Customer for remote online consultation services between the Customer and a consultant Each Inquiry includes up to one (1) hour of remote online consultation services between the Customer and a consultant: Customer may record the Inquiry appointment, subject to Hyland agreement, and provided that such recordings are used only internally. Hyland may limit the scope of each Inquiry to the questions and discussion items submitted in advance by the Customer in the Inquiry request. Customer shall be permitted up to one (1) additional hour of follow-up consultation relating to each Inquiry. In response to Customer Inquiries, Hyland will, as appropriate: Conduct reasonable research and preparation in order to respond to the Inquiry (provided the Customer has delivered a written summary of questions at the time of the Inquiry request). Provide consulting services in relation to Software use. Recommend solution configuration changes and/or design reviews. Attempt to identify root causes of problems and/or troubleshoot solution configuration; and Make recommendation(s) for remediation and resolution paths for Customer. Hyland’s response may be delivered electronically or verbally. Hyland will use reasonable efforts to schedule consultations in response to Inquiries within a seventy-two (72) business hour period from time of submitted Inquiry; and Any additional Inquiries requested by Customer will result in a pricing adjustment and will follow the defined Change Control Process outlined in this document.
Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Customer has access to use Hyland Care EHR Services for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through Hyland Care EHR Services.
Solution Upgrade	Solution upgrade services provided to the Customer will consist of the following: Project Team and Project Coordination The Hyland project team will consist of one (1) or more consultants to support technical activities, as well as a primary Project Manager to provide project coordination. Project coordination shall include the following: Managing project initiation, coordinating schedules and resources, and developing the Project Plan. Coordination and collaboration with Customer Project Management resource(s); and Weekly and/or daily involvement where necessary to track project progress, issues, scope creep and impact, and generating Change Orders as needed. Project Initiation Project kick-off and planning activities; and Delivery of a Project Plan. Environmental Setup and Upgrade Delivery of an Upgrade Delivery Plan. Upgrade of up to three (3) environments including: Up to two (2) non-production; and One (1) production. Completion of basic Software testing to validate general functionality following the upgrade (e.g., user login, client-side Software installation, core module functionality, general retrieval, and archive). User Testing Hyland will provide User Testing support over a two (2) week period. Production Cut Over Hyland and the Customer will decide on a date and time to begin the production upgrade. Hyland and Customer will discuss a cut over plan. Cut over will be executed within a one (1) day period. Hyland will provide one (1) day of dedicated go-live assistance immediately following the production upgrade. Project Closure Activities Provision of any final recommendations and/or identification of next steps as appropriate. The Solution Upgrade is provided once per term at the Advise, Operate and Enhance service levels (meaning, if the term is multiple years, this is provided once during each multiple year term)
Solution Optimization Assessment	Customer may request that Hyland perform a solution optimization assessment. Upon such request, Hyland will evaluate the services expected and advise Customer of the number of elective Change Requests that will be required for such assessment. Customer may then instruct Hyland to proceed, subject to having a sufficient number of Change Requests available for use during such term.
Strategic Workshop	An engagement designed to help Customer discover the top priorities and deliver an action plan to achieve quick wins that may drive changes to the Software solution. The Strategic Workshop is provided once per term at the Advise, Operate and Enhance service levels (meaning, if the term is multiple years, this is provided once during each multiple year term)
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of Hyland Care EHR Services, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determine is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.
Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer. not the result of Incidents and Problems. scheduled services that the Customer must request and schedule 72 hours in advance; and subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement a Response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an Issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within its production environment. If a System Outage is caused by Changes requested by Customer to the production environment, Hyland may reverse or “undo” such Changes in order to revert to the previous functionality. Customer is responsible for reporting a System Outage by submitting a Technical Support Case via Hyland Community or contacting Technical Support: https://community.hyland.com/login?returnUrl=/customer-portal/wiki/hyland-support/technical-support-phone-numbers
Service Request	Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages. For the Advise service level, customer is limited to 24 service requests per year. There are no limitations on the number of Service Requests submitted by the customer during the Term for the Operate and Enhance service levels.. Service Desk will attempt to begin Review of Service Requests within one (1) hour of reported impact during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours.
Change Request	Requests by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are categorized based on type of Change Requests. Service Desk will attempt to begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working the next business day.

Appendix 2 - Description of Add-On Managed Services

The following Add-On Managed Services are available, if applicable.

Add-Ons Available

Custom Script Requests

Additional Change Requests

Custom Script Requests

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the subscription term.

*** End of Document ***

Hyland Care AP Services Schedule for Existing Customer

Version

Effective February 29th 2024

Download

Hyland Care AP Services Schedule for Existing Customer

Hyland will provide to Customer Hyland Care AP Services (as defined below) during an “Initial Term” as defined in the Order Form. As used herein, “Hyland Care AP Services” shall mean the services described under the heading in the service offering table below that corresponds to the service level that is selected by Customer and set forth on the Order Form.

Hyland Care AP Services supports one (1) production and one (1) non-production environments.
Services will be provided in English only.
All services will be performed remotely;
- If Customer and Hyland mutually agree to onsite visits by Hyland resources, Customer agrees that travel expenses will be billed separately from Hyland Care AP Services fees.
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer hereby consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Managed Services are described in Appendix 2. Customer may purchase Add-On Managed Services by designating on the Order Form those Add-On services it requires.

Service Description

Please reference the Order Form for a description of the service type selected. Descriptions of the Professional Services included under each type are provided in Appendix 1.

Services	HYLCAREAPEXIST (Enhance MS Level)	HYLCAREAPEXIST (Operate MS Level)
Service Desk	Designated	Designated
Service Delivery Manager	Designated	Designated
KPI Report	Included	Included
Monthly Activity Report	Included	Included
Solution Optimization / Assessment	Included	Included
Strategic Workshop	Included	Included
Solution Upgrade	Included	Included
Administration	Included	Included
Solution Lead	Included	Included
Inquiries	Included	Included
Configuration Management Database	Included	Included
Solution Design Documentation	Included	Included
Quarterly Sponsor Review	Included
Long-Term Release Management	Included
Incident	Review Response Resolution	Review Response Resolution
Change	Review Response Resolution	Review Response
Release	Review Response Resolution	Review Response
Problem	Review Response Resolution	Review Response Resolution

Assumptions

Hyland Care AP Services are based upon the below limitations and assumptions being true. If for any reason these assumptions are not true, this could result in a scope change and may have an impact on Hyland’s ability to provide the Hyland Care AP Services, as well as the proposed cost and timeline to deliver such services:

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to unplanned time away (i.e., personal illness, personal emergency, etc.).
Customer is aware that Hyland Care AP Services are intended to assist with specific requests for assistance and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing. Requests for Professional Services that do not constitute Hyland Care AP Services shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below.
Customer understands Hyland Care AP Services are intended to supplement Customer’s needs beyond standard technical support; and
Each deliverable created will use Hyland’s standard deliverable templates. Customer requested changes to deliverable templates will cause timeline delays.

Exclusions

The following items are not covered under Hyland Care AP Services:

Consultation, expertise and/or support of third-party software or hardware.
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to in writing by Hyland.
Replacement for general Technical Support or Cloud Product Engineering Support.
Custom scripted elements and custom development unless Customer has purchased Custom Script Requests as an Add-On Managed Service.
Direct database modifications; and
Requests for excluded items or Professional Services that do not constitute Hyland Care AP Services may be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Change Control Process.

Initiating Requests for Inquiries, Service Requests and/or Change Requests

Customers shall communicate Inquiries, Service Requests and/or Change Requests (see Appendix 1 for definitions) to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal and cannot be communicated through any indirect means.
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Hyland will determine whether the request submitted constitutes an Inquiry, Service Request or a Change Request. If the request is determined to be an Inquiry or a Change Request, then Hyland will provide the services described below under “Inquiries and Change Requests. If the request is determined to be a Service Request, Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.

Inquiries and Change Requests

Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change or may elect to have the request treated as an Inquiry, with consultation services only.

During the subscription term, Customer will be entitled to forty (40) Change Request service engagements per year. This number of Change Request service engagements will be provided over the course of the multiple year term. Inquiries are unlimited under the Operate and Enhance service levels.

Inquiries and Change Requests will be managed in the following manner:

All Change Requests for which active services are requested and all Inquiries which result in consultation services will be charged a minimum of one (1) active service engagement:
1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland.
2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes, issues, or matters (and will advise Customer of the number of elective service engagements to be charged, if applicable).
3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iv) below, Hyland will perform the work required to address the Change Request or Inquiry.
4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the Hyland Care AP Services (such as Software conversions or implementations).
Unused Inquiries and Change Requests will not be rolled over into any subsequent renewal term.
Inquiry and Change Request services are scheduled subject to mutually agreed upon timelines. Any Change Request for off-hours maintenance windows or extended involvement, such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Hyland will prioritize all Inquiries and Change Requests received from the Customer and will determine the order of scheduling and completion.
Hyland will provide a monthly report of elective service engagement information relating to Inquires and Change Requests that will include the following information:
1. Opening balance
2. Credits
3. Debits
4. Remaining balance

Hyland will make reasonable efforts to respond to emergency Inquiries and Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources.
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Request and Inquiry services. Hyland reserves the right to close Inquiries or Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Customer Obligations

To facilitate Hyland’s delivery of Hyland Care AP Services, Customer agrees to the following obligations. The parties acknowledge and agree that failure to meet the responsibilities noted will affect project duration, cost and/or quality in the execution and completion of Hyland Care AP Services.

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary.
The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third-party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner.
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles.
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated.
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal; and
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution.

Project Management

Customer will designate a single point of contact whose responsibilities include but are not limited to the following:
1. Execute timely decision-making, completion of all deliverables and action items and resolution of issues throughout the course of the project(s).
2. Coordinate Customer resources for the testing and regression testing cycles of the configured Software solution, including the tracking and reporting test results; and
3. Arrange for physical workspace and tools (work desks, networked computers, meeting rooms, training rooms, conference phones, whiteboards, etc.) for duration of the project(s) to accommodate scheduled onsite and/or remote activities as dictated by Customer’s reasonable security measures.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings.
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third-party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution.
Customer will ensure the necessary remote access for Hyland resources.
Customer will manage third party application setup (i.e., installation, configuration), testing, training, and go- live support related to integration(s) with Software.
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g., scanner, signature device) and related third party software (e.g., drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

solicit for employment or for engagement as an independent contractor for the soliciting party or for any other third party a person who is or was an employee of the other party, or otherwise encourage or assist any such person to leave the employ of the other party for any reason, in each case at any time during such person’s employment by the other party or within one year (1) after such person has ceased to be an employee of the other party; or
hire or engage, directly or indirectly, as an employee or independent contractor a person: (i) with whom the hiring party had contact or who became known to the hiring party in connection with this Schedule; and (ii) who is or was an employee of the other party, in each case at any time during such person’s employment by the other party or within one year (1) after such person has ceased to be an employee of the other party.

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Customer and Hyland will fully execute each mutually agreed upon Change Order prior to the requested changes taking effect. Customer and Hyland acknowledge that this may affect Professional Services, timelines, and deliverables, and therefore will make reasonable efforts to execute any changes to this Schedule with enough lead-time to minimize the influence on the project. No Change Order is binding upon the parties until it is executed by both parties.

Term and Termination

The Initial Term of this Hyland Care AP Services Schedule is defined in the Order Form.

After the Initial Term, this Hyland Care AP Services Schedule will renew automatically for Hyland Care AP Services, at the then current service type, for periods equal to the Initial Term (each, a “Renewal Term”), unless either party provides written notice of its desire not to renew at least sixty (60) days prior to the end of the then-current Initial Term or Renewal Term, as applicable.

At least forty-five (45) days prior to the expiration of the Initial Term (or applicable Renewal Term), Hyland will provide an invoice setting forth the fees applicable to the Renewal Term. Such invoice shall be due and payable on or before the first day of the Renewal Term. Hyland may not increase the fees for any Renewal Term in an amount by more than ten (10) percent of the fees payable with respect to the then expiring term.

Notwithstanding anything to the contrary in the Underlying Agreement (as defined in the Order Form, if applicable), Schedule 1 or otherwise, Customer may not terminate the Hyland Care AP Services for convenience. All prepaid fees are non-refundable.

Appendix 1 – Hyland Care AP Services Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Inquiries, Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its discretion, provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Inquiries, Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of Hyland Care AP Services. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s environments. Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently. Escalate Inquiries, Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Sponsor Review(s), as applicable.
Solution Lead	A solution lead will facilitate project oversight and undertake the following responsibilities: Attend monthly meetings with Customer’s project sponsor for the lifecycle of the project. Provides overall Solution guidance. Working with Customer to tailor specific requirements to the implemented Solution. Assisting in preparation of the Solution Design Document to reflect agreed upon Customer requirements. Working with Customer to identify, document, and prioritize enhancement requests. Assisting with quality assurance efforts. Evaluating testing issues to verify defects versus enhancements. Assisting in the Go-Live implementation. Managing technical escalations and related communications. Scheduling monthly Customer check-in meetings to review solution activity and proactively identify, plan, and prioritize solution needs and enhancements.
KPI Reports	Hyland will review Customer’s existing AP solution and analyze KPI (Key Performance Indicator) data. Hyland will review the initial KPI Report with Customer and recommend updates or changes, as applicable. Customer will use Change Request service engagements to implement its desired updates and changes. Hyland will provide an updated report, monthly, as a part of the Monthly Activity Report, reflecting changes to the KPI data.
Monthly Activity Report	A monthly report delivered by Hyland which may include: Summary of work and tasks completed, upcoming work, known issues or risks. Summary of outstanding Inquiries, Service Requests and/or Change Requests; and Other reporting details as mutually agreed upon, to provide clear communication paths and to summarize monthly activity, including the updated KPI Report.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions. Responding to business needs to create, modify, or delete user accounts for existing security groups within the Software. Help maintain non-production environments for testing, training, and/or issue resolution. Respond to questions concerning product capabilities. Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software. Analyzing solution performance trends. Executing solution optimization tasks. These services are provided for all then-currently implemented Hyland solutions at the Enhance service level and only for OnBase Integration with Customer’s EHR solution at the Operate service level.
Inquiries	Request by Customer for remote online consultation services between the Customer and a consultant Each Inquiry includes up to one (1) hour of remote online consultation services between the Customer and a consultant: Customer may record the Inquiry appointment, subject to Hyland agreement, and provided that such recordings are used only internally. Hyland may limit the scope of each Inquiry to the questions and discussion items submitted in advance by the Customer in the Inquiry request. Customer shall be permitted up to one (1) additional hour of follow-up consultation relating to each Inquiry. In response to Customer Inquiries, Hyland will, as appropriate: Conduct reasonable research and preparation in order to respond to the Inquiry (provided the Customer has delivered a written summary of questions at the time of the Inquiry request). Provide consulting services in relation to Software use. Recommend solution configuration changes and/or design reviews. Attempt to identify root causes of problems and/or troubleshoot solution configuration; and Make recommendation(s) for remediation and resolution paths for Customer. Hyland’s response may be delivered electronically or verbally. Hyland will use reasonable efforts to schedule consultations in response to Inquiries within a seventy-two (72) business hour period from time of submitted Inquiry; and Any additional Inquiries requested by Customer will result in a pricing adjustment and will follow the defined Change Control Process outlined in this document.
Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Customer has access to use Hyland Care AP Services for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through Hyland Care AP Services.
Solution Upgrade	Solution upgrade services provided to the Customer will consist of the following: Project Team and Project Coordination The Hyland project team will consist of one (1) or more consultants to support technical activities, as well as a primary Project Manager to provide project coordination. Project coordination shall include the following: Managing project initiation, coordinating schedules and resources, and developing the Project Plan. Coordination and collaboration with Customer Project Management resource(s); and Weekly and/or daily involvement where necessary to track project progress, issues, scope creep and impact, and generating Change Orders as needed. Project Initiation Project kick-off and planning activities; and Delivery of a Project Plan. Environmental Setup and Upgrade Delivery of an Upgrade Delivery Plan. Upgrade of up to two (2) environments including: Up to one (1) non-production; and One (1) production. Install and configure the latest AP KPI Reports; and Completion of basic Software testing to validate general functionality following the upgrade (e.g., user login, client-side Software installation, core module functionality, general retrieval, and archive). User Testing Hyland will provide User Testing support over a two (2) week period. Production Cut Over Hyland and the Customer will decide on a date and time to begin the production upgrade. Hyland and Customer will discuss a cut over plan. Cut over will be executed within a one (1) day period. Hyland will provide one (1) day of dedicated go-live assistance immediately following the production upgrade. Project Closure Activities Provision of any final recommendations and/or identification of next steps as appropriate. The Solution Upgrade is provided once per term at the Operate and Enhance service levels (meaning, if the term is multiple years, this is provided once during each multiple year term)
Solution Optimization Assessment	Customer may request that Hyland perform a solution optimization assessment. Upon such request, Hyland will evaluate the services expected and advise Customer of the number of elective Change Requests that will be required for such assessment. Customer may then instruct Hyland to proceed, subject to having a sufficient number of Change Requests available for use during such term.
Strategic Workshop	An engagement designed to help Customer discover the top priorities and deliver an action plan to achieve quick wins that may drive changes to the Software solution. The Strategic Workshop is provided once per term at the Operate and Enhance service levels (meaning, if the term is multiple years, this is provided once during each multiple year term)
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of Hyland Care AP Services, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determine is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.
Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer. not the result of Incidents and Problems. scheduled services that the Customer must request and schedule 72 hours in advance; and subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement a Response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an Issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within its production environment. If a System Outage is caused by Changes requested by Customer to the production environment, Hyland may reverse or “undo” such Changes in order to revert to the previous functionality. Customer is responsible for reporting a System Outage by submitting a Technical Support Case via Hyland Community or contacting Technical Support: https://community.hyland.com/login?returnUrl=/customer-portal/wiki/hyland-support/technical-support-phone-numbers
Service Request	Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages. There are no limitations on the number of Service Requests submitted by the customer during the Term for the Operate and Enhance service levels. Service Desk will attempt to begin Review of Service Requests within one (1) hour of reported impact during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours.
Change Request	Requests by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are categorized based on type of Change Requests. Service Desk will attempt to begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working the next business day.

Appendix 2 - Description of Add-On Managed Services

The following Add-On Managed Services are available, if applicable.

Add-Ons Available

Custom Script Requests

Additional Change Requests

Custom Script Requests

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the subscription term.

*** End of Document ***

Effective January 8th 2024 to February 29th 2024

Download

Hyland Care AP Services Schedule for Existing Customer

Hyland Care AP Services supports one (1) production and one (1) non-production environments.
Services will be provided in English only.
All services will be performed remotely;
- If Customer and Hyland mutually agree to onsite visits by Hyland resources, Customer agrees that travel expenses will be billed separately from Hyland Care AP Services fees.
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer hereby consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Managed Services are described in Appendix 2. Customer may purchase Add-On Managed Services by designating on the Order Form those Add-On services it requires.

Service Description

Please reference the Order Form for a description of the service type selected. Descriptions of the Professional Services included under each type are provided in Appendix 1.

Services	HYLCAREAPEXIST (Enhanced MS Level)	HYLCAREAPEXIST (Operate MS Level)
Service Desk	Designated	Designated
Service Delivery Manager	Designated	Designated
KPI Report	Included	Included
Monthly Activity Report	Included	Included
Solution Optimization / Assessment	Included	Included
Strategic Workshop	Included	Included
Solution Upgrade	Included	Included
Administration	Included	Included
Solution Lead	Included	Included
Inquiries	Included	Included
Configuration Management Database	Included	Included
Solution Design Documentation	Included	Included
Quarterly Sponsor Review	Included
Long-Term Release Management	Included
Incident	Review Response Resolution	Review Response Resolution
Change	Review Response Resolution	Review Response
Release	Review Response Resolution	Review Response
Problem	Review Response Resolution	Review Response Resolution

Assumptions

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to unplanned time away (i.e., personal illness, personal emergency, etc.).
Customer is aware that Hyland Care AP Services are intended to assist with specific requests for assistance and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing. Requests for Professional Services that do not constitute Hyland Care AP Services shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below.
Customer understands Hyland Care AP Services are intended to supplement Customer’s needs beyond standard technical support; and
Each deliverable created will use Hyland’s standard deliverable templates. Customer requested changes to deliverable templates will cause timeline delays.

Exclusions

The following items are not covered under Hyland Care AP Services:

Consultation, expertise and/or support of third-party software or hardware.
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to in writing by Hyland.
Replacement for general Technical Support or Cloud Product Engineering Support.
Custom scripted elements and custom development unless Customer has purchased Custom Script Requests as an Add-On Managed Service.
Direct database modifications; and
Requests for excluded items or Professional Services that do not constitute Hyland Care AP Services may be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Change Control Process.

Initiating Requests for Inquiries, Service Requests and/or Change Requests

Customers shall communicate Inquiries, Service Requests and/or Change Requests (see Appendix 1 for definitions) to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal and cannot be communicated through any indirect means.
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Hyland will determine whether the request submitted constitutes an Inquiry, Service Request or a Change Request. If the request is determined to be an Inquiry or a Change Request, then Hyland will provide the services described below under “Inquiries and Change Requests. If the request is determined to be a Service Request, Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.

Inquiries and Change Requests

Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change or may elect to have the request treated as an Inquiry, with consultation services only.

Inquiries and Change Requests will be managed in the following manner:

All Change Requests for which active services are requested and all Inquiries which result in consultation services will be charged a minimum of one (1) active service engagement:
1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland.
2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes, issues, or matters (and will advise Customer of the number of elective service engagements to be charged, if applicable).
3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iv) below, Hyland will perform the work required to address the Change Request or Inquiry.
4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the Hyland Care AP Services (such as Software conversions or implementations).
Unused Inquiries and Change Requests will not be rolled over into any subsequent renewal term.
Inquiry and Change Request services are scheduled subject to mutually agreed upon timelines. Any Change Request for off-hours maintenance windows or extended involvement, such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Hyland will prioritize all Inquiries and Change Requests received from the Customer and will determine the order of scheduling and completion.
Hyland will provide a monthly report of elective service engagement information relating to Inquires and Change Requests that will include the following information:
1. Opening balance
2. Credits
3. Debits
4. Remaining balance

Hyland will make reasonable efforts to respond to emergency Inquiries and Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources.
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Request and Inquiry services. Hyland reserves the right to close Inquiries or Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Customer Obligations

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary.
The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third-party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner.
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles.
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated.
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal; and
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution.

Project Management

Customer will designate a single point of contact whose responsibilities include but are not limited to the following:
1. Execute timely decision-making, completion of all deliverables and action items and resolution of issues throughout the course of the project(s).
2. Coordinate Customer resources for the testing and regression testing cycles of the configured Software solution, including the tracking and reporting test results; and
3. Arrange for physical workspace and tools (work desks, networked computers, meeting rooms, training rooms, conference phones, whiteboards, etc.) for duration of the project(s) to accommodate scheduled onsite and/or remote activities as dictated by Customer’s reasonable security measures.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings.
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third-party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution.
Customer will ensure the necessary remote access for Hyland resources.
Customer will manage third party application setup (i.e., installation, configuration), testing, training, and go- live support related to integration(s) with Software.
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g., scanner, signature device) and related third party software (e.g., drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

solicit for employment or for engagement as an independent contractor for the soliciting party or for any other third party a person who is or was an employee of the other party, or otherwise encourage or assist any such person to leave the employ of the other party for any reason, in each case at any time during such person’s employment by the other party or within one year (1) after such person has ceased to be an employee of the other party; or
hire or engage, directly or indirectly, as an employee or independent contractor a person: (i) with whom the hiring party had contact or who became known to the hiring party in connection with this Schedule; and (ii) who is or was an employee of the other party, in each case at any time during such person’s employment by the other party or within one year (1) after such person has ceased to be an employee of the other party.

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Customer and Hyland will fully execute each mutually agreed upon Change Order prior to the requested changes taking effect. Customer and Hyland acknowledge that this may affect Professional Services, timelines, and deliverables, and therefore will make reasonable efforts to execute any changes to this Schedule with enough lead-time to minimize the influence on the project. No Change Order is binding upon the parties until it is executed by both parties.

Term and Termination

The Initial Term of this Hyland Care AP Services Schedule is defined in the Order Form.

At least forty-five (45) days prior to the expiration of the Initial Term (or applicable Renewal Term), Hyland will provide an invoice setting forth the fees applicable to the Renewal Term. Such invoice shall be due and payable on or before the first day of the Renewal Term. Hyland may not increase the fees for any Renewal Term in an amount by more than ten (10) percent of the fees payable with respect to the then expiring term.

Notwithstanding anything to the contrary in the Underlying Agreement (as defined in the Order Form, if applicable), Schedule 1 or otherwise, Customer may not terminate the Hyland Care AP Services for convenience. All prepaid fees are non-refundable.

Appendix 1 – Hyland Care AP Services Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Inquiries, Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its discretion, provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Inquiries, Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of Hyland Care AP Services. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s environments. Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently. Escalate Inquiries, Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Sponsor Review(s), as applicable.
Solution Lead	A solution lead will facilitate project oversight and undertake the following responsibilities: Attend monthly meetings with Customer’s project sponsor for the lifecycle of the project. Provides overall Solution guidance. Working with Customer to tailor specific requirements to the implemented Solution. Assisting in preparation of the Solution Design Document to reflect agreed upon Customer requirements. Working with Customer to identify, document, and prioritize enhancement requests. Assisting with quality assurance efforts. Evaluating testing issues to verify defects versus enhancements. Assisting in the Go-Live implementation. Managing technical escalations and related communications. Scheduling monthly Customer check-in meetings to review solution activity and proactively identify, plan, and prioritize solution needs and enhancements.
KPI Reports	Hyland will review Customer’s existing AP solution and analyze KPI (Key Performance Indicator) data. Hyland will review the initial KPI Report with Customer and recommend updates or changes, as applicable. Customer will use Change Request service engagements to implement its desired updates and changes. Hyland will provide an updated report, monthly, as a part of the Monthly Activity Report, reflecting changes to the KPI data.
Monthly Activity Report	A monthly report delivered by Hyland which may include: Summary of work and tasks completed, upcoming work, known issues or risks. Summary of outstanding Inquiries, Service Requests and/or Change Requests; and Other reporting details as mutually agreed upon, to provide clear communication paths and to summarize monthly activity, including the updated KPI Report.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions. Responding to business needs to create, modify, or delete user accounts for existing security groups within the Software. Help maintain non-production environments for testing, training, and/or issue resolution. Respond to questions concerning product capabilities. Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software. Analyzing solution performance trends. Executing solution optimization tasks. These services are provided for all then-currently implemented Hyland solutions at the Enhanced service level and only for OnBase Integration with Customer’s EHR solution at the Operate service level.
Inquiries	Request by Customer for remote online consultation services between the Customer and a consultant Each Inquiry includes up to one (1) hour of remote online consultation services between the Customer and a consultant: Customer may record the Inquiry appointment, subject to Hyland agreement, and provided that such recordings are used only internally. Hyland may limit the scope of each Inquiry to the questions and discussion items submitted in advance by the Customer in the Inquiry request. Customer shall be permitted up to one (1) additional hour of follow-up consultation relating to each Inquiry. In response to Customer Inquiries, Hyland will, as appropriate: Conduct reasonable research and preparation in order to respond to the Inquiry (provided the Customer has delivered a written summary of questions at the time of the Inquiry request). Provide consulting services in relation to Software use. Recommend solution configuration changes and/or design reviews. Attempt to identify root causes of problems and/or troubleshoot solution configuration; and Make recommendation(s) for remediation and resolution paths for Customer. Hyland’s response may be delivered electronically or verbally. Hyland will use reasonable efforts to schedule consultations in response to Inquiries within a seventy-two (72) business hour period from time of submitted Inquiry; and Any additional Inquiries requested by Customer will result in a pricing adjustment and will follow the defined Change Control Process outlined in this document.
Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Customer has access to use Hyland Care AP Services for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through Hyland Care AP Services.
Solution Upgrade	Solution upgrade services provided to the Customer will consist of the following: Project Team and Project Coordination The Hyland project team will consist of one (1) or more consultants to support technical activities, as well as a primary Project Manager to provide project coordination. Project coordination shall include the following: Managing project initiation, coordinating schedules and resources, and developing the Project Plan. Coordination and collaboration with Customer Project Management resource(s); and Weekly and/or daily involvement where necessary to track project progress, issues, scope creep and impact, and generating Change Orders as needed. Project Initiation Project kick-off and planning activities; and Delivery of a Project Plan. Environmental Setup and Upgrade Delivery of an Upgrade Delivery Plan. Upgrade of up to two (2) environments including: Up to one (1) non-production; and One (1) production. Install and configure the latest AP KPI Reports; and Completion of basic Software testing to validate general functionality following the upgrade (e.g., user login, client-side Software installation, core module functionality, general retrieval, and archive). User Testing Hyland will provide User Testing support over a two (2) week period. Production Cut Over Hyland and the Customer will decide on a date and time to begin the production upgrade. Hyland and Customer will discuss a cut over plan. Cut over will be executed within a one (1) day period. Hyland will provide one (1) day of dedicated go-live assistance immediately following the production upgrade. Project Closure Activities Provision of any final recommendations and/or identification of next steps as appropriate. The Solution Upgrade is provided once per term at the Operate and Enhance service levels (meaning, if the term is multiple years, this is provided once during each multiple year term)
Solution Optimization Assessment	Customer may request that Hyland perform a solution optimization assessment. Upon such request, Hyland will evaluate the services expected and advise Customer of the number of elective Change Requests that will be required for such assessment. Customer may then instruct Hyland to proceed, subject to having a sufficient number of Change Requests available for use during such term.
Strategic Workshop	An engagement designed to help Customer discover the top priorities and deliver an action plan to achieve quick wins that may drive changes to the Software solution. The Strategic Workshop is provided once per term at the Operate and Enhance service levels (meaning, if the term is multiple years, this is provided once during each multiple year term)
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of Hyland Care AP Services, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determine is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.
Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer. not the result of Incidents and Problems. scheduled services that the Customer must request and schedule 72 hours in advance; and subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement a Response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an Issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within its production environment. If a System Outage is caused by Changes requested by Customer to the production environment, Hyland may reverse or “undo” such Changes in order to revert to the previous functionality. Customer is responsible for reporting a System Outage by submitting a Technical Support Case via Hyland Community or contacting Technical Support: https://community.hyland.com/login?returnUrl=/customer-portal/wiki/hyland-support/technical-support-phone-numbers
Service Request	Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages. There are no limitations on the number of Service Requests submitted by the customer during the Term for the Operate and Enhance service levels. Service Desk will attempt to begin Review of Service Requests within one (1) hour of reported impact during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours.
Change Request	Requests by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are categorized based on type of Change Requests. Service Desk will attempt to begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working the next business day.

Appendix 2 - Description of Add-On Managed Services

The following Add-On Managed Services are available, if applicable.

Add-Ons Available

Custom Script Requests

Additional Change Requests

Custom Script Requests

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the subscription term.

*** End of Document ***

Hyland Care for Enterprise Imaging Schedule

Version

Effective February 15th 2024

Download

Hyland Care for Enterprise Imaging Schedule

Hyland will provide to Customer Hyland Care Enterprise Imaging Services during an “Initial Term” as defined in the Order Form. As used herein, “Hyland Care Enterprise Imaging Services” shall mean the services described under the section below entitled “Service Offering” and which are described in Appendix 1, and are provided as follows:

The Hyland Care Enterprise Imaging Services shall be specific to Customer’s existing Software solution(s) as of the start date of the Initial Term;
Hyland Care Enterprise Imaging Services will support the number of products and environments noted on the Order Form. Hyland’s involvement may range from owning specific tasks to consultation only;
All services will be performed remotely;
- If Customer and Hyland mutually agree to onsite visits by Hyland resources, Customer agrees that travel expenses will be billed separately from recurring services fees.
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location (as mutually determined by the parties during the onboarding process); and
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Hyland Care Enterprise Imaging Services are described in Appendix 2. Customer may purchase Add-On Hyland Care Enterprise Imaging Services by designating on the Order Form those Add-On services it requires.

Service Offering

Services	Operate
Service Desk	Designated
Service Delivery Manager	Designated
Monthly Activity Report	Included
Administration	Included
Solution Lead	Included
Solution Design Documentation	Included
Quarterly Sponsor Review	Included
Release Management/Solution Upgrade	Included
Technical Health Check	Included for on-premise only
Solution Health Check	Included for on-premise only
Incident	Review Response Resolution
Change	Review Response Resolution
Release	Review Response Resolution

Assumptions

Hyland Care Enterprise Imaging Services are based upon the below limitations and assumptions being true. If for any reason these assumptions are not true, this could result in a scope change and may have an impact on Hyland’s ability to provide the Hyland Care Enterprise Imaging Services, as well as the proposed cost and timeline to deliver such services:

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Customer is aware that Hyland Care Enterprise Imaging Services shall not be used to support in-depth or ongoing project activities; and
Customer understands Hyland Care Enterprise Imaging Services are intended to supplement Customer’s needs beyond standard technical support.

Exclusions

The following items are not covered under Hyland Care Enterprise Imaging Services:

Consultation, expertise and/or support of third-party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to by Hyland in writing.
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development.;
Direct database modifications
Full project management and delivery utilizing Hyland’s formal project methodology in any form; and
Requests for excluded items or Professional Services that do not constitute Hyland Care Enterprise Imaging Services may be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Change Control Process.

Initiating Service Requests and Change Requests

Customers shall communicate Service Requests and/or Change Requests to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal;
Unless explicitly identified, all Service Requests and Change Requests must be reported directly to the Service Desk and cannot be communicated through any indirect means. (see appendices);
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Hyland will determine whether the request submitted constitutes a Service Request or a Change Request. If the request is determined to be a Change Request, then Hyland will provide the services described below under section titled “Change Requests.
Resolution for Service Requests and Change Requests are as follows:
1. Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request;
2. Any Change Request for off-hours maintenance windows, extended involvement such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.

Change Requests

Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change, or consultation services only. Customer’s ability to receive consultation services related to a Change Request shall not be restricted; however, Customer will be limited to twelve (12) elective service engagements in response to Change Requests per twelve (12) month period, to be managed in the following manner:
1. Customer will receive an “account balance” of twelve (12) elective service engagements. All Change Requests for which active services are requested will be charged a minimum of one (1) active service engagement;
  1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland;
  2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes (and will advise Customer of the number of elective service engagements to be charged, if applicable);
  3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iv) below, Hyland will perform the work required to address the Change Request. If Customer’s elective service engagement balance is insufficient, Hyland will perform only consultation services relating to the Change Request (subject to Customer’s election to purchase additional Change Requests);
  4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the Hyland Care Enterprise Imaging Services delivery team (such as Software conversions or implementations);
2. Unused elective service engagements will not be rolled over into any subsequent period or renewal term;
3. Elective service engagements are scheduled services subject to mutually agreed upon timelines;
4. Hyland will prioritize all elective service engagements received from the Customer and will determine the order of changes to be scheduled and completed;
5. Hyland will provide a monthly report of elective service engagement information that will include the following information:
  1. Opening balance
  2. Credits
  3. Debits
  4. Remaining balance
Hyland will make reasonable efforts to respond to emergency Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Requests. Hyland reserves the right to close Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Customer Obligations

To facilitate Hyland’s delivery of Hyland Care Enterprise Imaging Services, Customer agrees to the following obligations. The parties acknowledge and agree that failure to meet the responsibilities noted will affect project duration, cost and/or quality in the execution and completion of Hyland Care Enterprise Imaging Services.

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal; and
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution installed on Customer’s premises, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third-party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.
The Acuo Vendor Neutral Archive (“VNA”) tasks for which Customer will be responsible for performing via the Acuo Admin Portal include, but are not limited to:
1. Patient Management
2. Batch Store Management
3. Batch Move Management
4. Auditing
5. Worklist Events
6. Storage Conflict Management

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

solicit for employment or for engagement as an independent contractor for the soliciting party or for any other third party a person who is or was an employee of the other party, or otherwise encourage or assist any such person to leave the employ of the other party for any reason, in each case at any time during such person’s employment by the other party or within one year (1) after such person has ceased to be an employee of the other party; or
hire or engage, directly or indirectly, as an employee or independent contractor a person: (i) with whom the hiring party had contact or who became known to the hiring party in connection with this Schedule; and (ii) who is or was an employee of the other party, in each case at any time during such person’s employment by the other party or within one year (1) after such person has ceased to be an employee of the other party.

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination

The Initial Term of this Hyland Care Enterprise Imaging Services Schedule is defined in the Order Form. Hyland will provide to Customer Hyland Care Enterprise Imaging Services during the Initial Term, provided that if an Initial Term is not defined in the Order Form, it shall mean the twelve (12) month period commencing on the Effective Date of the Order Form (as such term is defined in the Order Form).

Unless otherwise specified herein, after the Initial Term, this Hyland Care Enterprise Imaging Schedule will renew automatically, for periods equal to the Initial Term (each, a “Renewal Term”), unless either party provides written notice of its desire not to renew at least sixty (60) days prior to the end of the then-current Initial Term or Renewal Term, as applicable.

Notwithstanding anything to the contrary in the Underlying Agreement (as defined in the Order Form, if applicable), the Professional Services Terms and Conditions (including Schedule 1, if applicable) or otherwise, Customer may not terminate the Hyland Care Enterprise Imaging Services for convenience. All prepaid fees are non-refundable.

Appendix 1 – Hyland Care Enterprise Imaging Services Definitions

Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions; Responding to business needs to create, modify or delete user accounts for existing security groups within the Software; Help maintain non-production environments for testing, training, and/or issue resolution; Respond to questions concerning product capabilities; Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software; Analyzing solution performance trends; and Executing solution optimization tasks.
Change Request	Request by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are categorized based on type of Change Requests. Service Desk will attempt to begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working the next business day.
Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer; not the result of Incidents; scheduled services that the Customer must request and schedule in advance; and subject to review by Hyland. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of Hyland Care Enterprise Imaging Services, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determine is critical.
Monthly Activity Report	Means reporting services, which Hyland will provide, including: Summary of work and tasks completed, upcoming work, known issues or risks; Summary of outstanding Service Requests and/or Change Requests; and Other reporting details as mutually agreed upon, to provide clear communication paths and to summarize monthly activity.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Release Management/Solution Upgrade	Customer has access to use Hyland Care Enterprise Imaging Services for one (1) Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through Hyland Care Enterprise Imaging Services. Solution upgrade services provided to the Customer will consist of the following: Project Team and Project Coordination The Hyland project team will consist of one (1) or more consultants to support technical activities, as well as a primary Project Manager to provide project coordination. Project coordination shall include the following: Managing project initiation, coordinating schedules and resources, and developing the Project Plan. Coordination and collaboration with Customer Project Management resource(s); and Weekly and/or daily involvement where necessary to track project progress, issues, scope creep and impact, and generating Change Orders as needed. Project Initiation Project kick-off and planning activities; and Delivery of a Project Plan. Environmental Setup and Upgrade Delivery of an Upgrade Delivery Plan. Upgrade of up to three (3) environments including: Up to two (2) non-production; and One (1) production. Completion of basic Software testing to validate general functionality following the upgrade (e.g., user login, client-side Software installation, core module functionality, general retrieval, and archive). User Testing Hyland will provide User Testing support over a two (2) week period. Production Cut Over Hyland and the Customer will decide on a date and time to begin the production upgrade. Hyland and Customer will discuss a cut over plan. Cut over will be executed within a one (1) day period. Hyland will provide one (1) day of dedicated go-live assistance immediately following the production upgrade. Project Closure Activities Provision of any final recommendations and/or identification of next steps as appropriate. The Solution Upgrade is provided once per term. (meaning, if the term is multiple years, this is provided once during each multiple year term)
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Resolution	Hyland receives/produces a response resolution plan and acts to implement a Response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Review	An evaluation of an Incident, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of Hyland Care Enterprise Imaging Services. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s environments; Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently; Escalate Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Sponsor Review(s), as applicable.
Service Desk	Responsible for coordinating the management of Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its direction provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Service Requests and Change Requests to Hyland via Hyland Community.
Service Request	Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages. There are no limitations on the number of Service Requests submitted during the term. Service Desk will attempt to begin Review of Service Requests within one (1) business day of reported impact during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working within two (2) business days . Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours.
Services	Description
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Solution Health Check	An assessment of the workflow processes associated with Customer’s current production, on-premises Acuo VNA instances to identify opportunities for improvements and process efficiencies will be performed once annually.
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within its production environment. If a System Outage is caused by Changes requested by Customer to the production environment, Hyland may reverse or “undo” such Changes in order to revert to the previous functionality. Customer is responsible for reporting System Outages by submitting a Technical Support Case via Hyland Community or contacting Technical Support: https://community.hyland.com/login?returnUrl=/customer-portal/wiki/hyland-support/technical-support-phone-numbers
Technical Health Check	An analysis of Customer’s current production, on-premises Enterprise Imaging infrastructure as well as surrounding technologies will be performed once annually. The main technical focus will be to identify and assist with recommended changes to improve performance and increase stability

Appendix 2 - Description of Add-Ons

The following Add-On Hyland Care Enterprise Imaging Services are available, if applicable.

Add-Ons Available

Additional Change Requests

Offshore Exclusion

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the 12-month period.

All standard rules, assumptions and exclusions apply to additional Change Requests.

Offshore Exclusion

Hyland will only use resources located in the region specified in the Order Form.

***End of Document***

IMR Solution Version Information

Version

Effective April 12th 2024

Download

IMR Solution Version Information

Solution Version	Release Date	Description/Notes
4.0.0	04 Mar 2024	CPD updates - Updates made to the CPD product will enable better administration and default Capture Processes of the IMR Solution. Key Keywords on Document Type Change in Verify Step Ability Add Physician Acknowledgement Allow CPD documents to be added to workflow upon commit Removal of Content Conditioning Default queue is set to Document Preparation rather than Document Separation Placeholder for CSN lookup Fix for ‘Stuck’ batches Remove the need for human end users to have the “re-index” permission in OnBase. CPD scripts have been converted to wf scripts Add ability to expand Order Level Autofills automatically Encounter on the fly support Ability to review scan queue to determine Brainware import
3.0.4 (current version)	25 Jul 2023	Added logic for OnBase to handle session Cookies Uses Document Separation rather than Document Preparation Groups Unity Scheduler tasks into IMRBC Task group Processes documents individually as responses from Brainware are recieved Ensured Data of Service and Description keywords are successfully updated when populated Ensured 04 Lifecycle updates document type when bypassing IMR Cleaned Up Export Package
BC v8.1.0 (current version)	25 Jul 2023	Added ExportCXML line Logic to update the file name within Brainware (to show OBDocID_OBBatchID_0) Commented File Attribute Export in PreImport Function
3.0.3	27 Apr 2023	Change the check file size script to update the ext. integration status rather than IMR status Update related cpd evaluators and workflow logic Switch to document separation instead of document preparation
3.0.2	13 Apr 2023	Reordered logic in the 04 lifecycle Added final pieces for validation services engagements Updated xpaths for Base Custom export fields
BC v8.0.1	22 Feb 2023	Minor script update
3.0.1	12.16.2022	Incorporation of Brainware Base Custom into IMR solution Updated to IMRBC naming convention throughout solution Addition of Check File Size script Includes updated framework for validation services Updated integration to work with Base Custom
2.0.0	4.15.22	This is the current version of the solution delivering an updated OnBase export that includes the following features: Document and messaging workflows along with web services that facilitate the transmission of batches and document information between OnBase and Brainware Supports hybrid environments (one component hosted another premise) Updated standard CPD processes Updated scripts to support document descriptions Updated scripts to support better reporting
1.0.0	6.1.18	Legacy MVS release of the solution Standard CPD integration Does not support hybrid environments, OnBase and Brainware must both be hosted or both be premise Not for net new installation

IMR/OnBase Compatibility Matrix

OnBase Version	OnBase 24.1 (24.1.1.1000)	OnBase 23.1 (23.1.1.1000) Current Minimum Build Supported	OnBase 22.1 (22.1.1.1000)	OnBase Foundation EP5 (21.1.14.1000)	OnBase Foundation EP4 20.8	OnBase Foundation EP3 (20.3)	OnBase Foundation EP1(19.8) EP2 (19.2)	OnBase 18	OnBase Pre 18
Supported IMR Version(s)	4.0.x	4.0.x 3.0.x + - Legacy installs only. No net new installs.	3.0.x - Legacy Installs Only Rotation Issue Fixed In 21.1.13.1000 (Validating)	3.0.x - Legacy Installs Only Do Not USE EP5 Builds(21.x) Prior to21.1.1.14.1000 Rotation Issue Fixed In 21.1.37.100 2.0 - Legacy Installs Only	3.0.x - Legacy Installs Only 2.0 - Legacy Installs Only	2.0 - Legacy Installs Only 1.0 - Legacy Installs Only	1.0 - Legacy Installs Only	1.0 - Legacy Installs Only	IMR Not Available

IMR Version	IMR 4.0	IMR 3.0	IMR 2.0	IMR 1.0
Supported Brainware Package(s)	Brainware Base Custom v8.0 or v8.1	Brainware Base Custom v8.0 or v8.1	Brainware Base Custom v8.0 Brainware Base Custom v7.0 (For Legacy Installs)	Legacy Brainware Flat File Integration. Custom BIC package

VPConnect Base Solution Requirements Document

Version

Effective June 5th 2024

Download

VPConnect Base Solution Requirements Document

User Case #	Functional Area	Functional Process	Full User Story Text	Completion Criteria	Additional Notes
VP-ACC-1	Access	Access	1 - As the VPConnect Admin, I shall be able to add a new VPConnect Admin, so that multiple people can be assigned as VPConnect administrators..	VPConnect Admin logs in to VPConnect and has access to applicable menu items
VP-ACC-2	Access	Access	2 - As the VPConnect Admin, I shall be able to add a new Vendor Admin, so that the Vendor Admin is assigned to the applicable Costpoint Vendor IDs.	Vendor Admin received an email notification with initial password. Vendor Admin logs in to VPConnect and has access to applicable menu items and vendor IDs
VP-MNG-3	Manage	Input	3 - As the Vendor Admin, I shall be able to submit an invoice for Labor (in summary; detail by day is not required), so that the invoice is for a valid PO Labor line item.	the invoice is available in IAConnect for processing
VP-MNG-4	Manage	Input	4 - As the Vendor Admin, I shall be able to submit an invoice for Travel expenses (in summary), so that the invoice is for a valid PO Travel expense line item.	the invoice is available in IAConnect for processing
VP-MNG-5	Manage	Input	5 - As the Vendor Admin, I shall be able to submit an invoice for ODC (in summary), so that the invoice is for a valid PO ODC line item.	the invoice is available in IAConnect for processing
VP-RTR-6	Retrieve	Input	6 - As the Vendor Admin, I shall be able to lookup the employee by name, so that the Vendor Admin does not need to know the employee ID.	the Costpoint employee id is populated on the labor, travel or ODC invoice line item
VP-MNG-7	Manage	Input	7 - As the Vendor Admin, I shall be able to enter a labor invoice for a generic employee name, so that Serco does not have to maintain all subcontract vendor employee records in the system.
VP-MNG-8	Manage	Input	8 - As the Vendor Admin, I shall be able to Upload a PO invoice, so that the invoice is for a valid PO for the vendor.	the invoice is available in IAConnect for processing
VP-MNG-9	Manage	Input	9 - As the Vendor Admin, I shall be able to Upload a non-PO invoice, so that Invoice data will be entered with or without a Project Number and the invoice will be uploaded to IAConnect..	the invoice is available in IAConnect for processing
VP-MNG-10	Manage	Input	10 - As the System, I shall be able to Set the vendor invoice date and invoice receipt date to the date vendor submits invoice , so that Date vendor submits invoice will be the vendor invoice date and invoice receipt date.	Date vendor submits invoice will be the vendor invoice date and invoice receipt date
VP-INT-11	Integrate	Input	11 - As the System, I shall be able to Display a Customer Specific portal name as the application name., so that Vendors have a visual representation of the Customer's Vendor Portal.	"Serco Supplier Portal" is the name displayed to vendors.
VP-MNG-12	Manage	Notify	12 - As the System, I shall be able to Email notifications sent to Vendor Admins, so that Vendor Admins receive email notification as listed in the notifications tab..	Email received by the Vendor Admin.
VP-MNG-13	Manage	Notify	13 - As the System, I shall be able to send reject notification to the vendor after it AP has reviewed and removed the invoice from processing, so that vendor does not receive a reject notification prematurely.	the vendor admin receives an email notification identifying the invoice and the reason it was rejected.
VP-MNG-14	Manage	Input	14 - As the System, I shall be able to Import vendor admin data from a file, so that Bulk load of vendor admins rather than manual entry..	Vendor Admins are able to login	• The tool does not import a middle initial. • The tool does not import a phone number. • The imported record can only be associated with one vendor ID. • No email is sent to the users once the user account is created.
VP-MNG-15	Manage	Input	15 - As the Vendor Admin, I shall be able to attach supporting documents for the invoice, so that one or more supporting documents are attached to the submitted invoice.	AP staff or approvers can view the supporting data for the invoice
VP-RTR-16	Retrieve		16 - As the Vendor Admin, I shall be able to Inquire the payment status of an invoice, so that the Vendor Admin knows the payment status of an invoice in Serco..	the invoice status within IAConnect and Costpoint is displayed to the Vendor.
VP-MNG-17	Manage	Notify	17 - As the Vendor Admin, I shall be able to know when an invoice is rejected, so that the Vendor Admin is notified that an invoice is rejected.	the vendor admin receives an email notification identifying the invoice and the reason it was rejected.
VP-MNG-18	Manage	Notify	18 - As the System, I shall be able to sends a notification to the Buyer when an invoice is rejected, so that the Buyer can take appropriate Acton.	the buyer receives an email notification identifying the invoice and the reason it was rejected.
VP-RTR-19	Retrieve		19 - As the Vendor Admin, I shall be able to query the Purchase Order(s), so that the Vendor Admin is able to determine if funds are available on the PO to invoice..	a listing is displayed of a purchase order with their status and the funds remaining by line.

The most current version of this page shall be such in effect as of 11:59 p.m. ET (Eastern Time) of the date stamped on such online version.

Hyland Care AP for New D4D Customer Schedule

Version

Effective June 5th 2024

Download

Hyland Care AP for New D4D Customer Schedule

Hyland will provide to Customer Hyland Care AP (as defined below) during an “Initial Term” as defined in the “Term and Termination” section below. “Hyland Care AP” shall mean: (A) Professional Services to the implement one (1) IAConnect accounts payable Software solution in accordance with Appendix 2 or ReqConnect accounts Payable Software Solution in accordance with Appendix 3 or VPConnect accounts payable Software Solution in accordance with Appendix 4: and (B) the Professional Services described in the "Services Description" section and Appendix 1 below;
Hyland Care AP supports one (1) production and one (1) non-production environment. Hyland’s involvement may range owning specific tasks to consultation only;
All services will be performed remotely; provided, that if discovery services are purchased as an Add-On Managed service (see Appendix 7 for description), such services will be performed at Customer’s site for up to three (3) days, with the remainder of the work being performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer hereby consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Managed Services are described in Appendix 7. Customer may purchase Add-On Managed Services by designating on the Order Form those Add-On services it requires.

Service Description

“Hyland Care AP” includes the Professional Services described in the table below. Descriptions of such services are provided in the Appendices below.

Services	Hyland Care AP
Accounts Payable Solution Implementation (Appendix 2 )	Included
ReqConnect Solution Implementation (Appendix 3)	Included
VPConnect Solution (Appendix 4)	Included
Service Desk	Designated
Service Delivery Manager	Designated
Monthly Activity Report	Included
Administration	Included
Configuration Management Database	Included
Solution Design Documentation	Included
Quarterly Sponsor Review	Included
Long-Term Release Management	Included
Incident	Review Response Resolution
Change	Review Response Resolution
Release	Review Response Resolution
Problem	Review Response Resolution

Assumptions

Hyland Care AP is based upon the below limitations and assumptions being true. If for any reason these assumptions are not true, this could result in a scope change and may have an impact on Hyland’s ability to provide Hyland Care AP, as well as the proposed cost and timeline to deliver such services:

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Customer is aware that Hyland Care AP is intended to assist with specific requests for assistance, and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing or as specified in Appendix 2 or 3 or 4. Requests for Professional Services that do not constitute APaaS shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below; and
Customer understands Hyland Care AP is intended to supplement Customer’s needs beyond standard technical support.

Exclusions

The following items are not covered under Hyland Care AP:

Consultation, expertise and/or support of third party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to by Hyland in writing.
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development, unless Customer has purchased Custom Scripting Requests as an Add-On Managed Service;
Direct database modifications; and
Full project management and delivery utilizing Hyland’s formal project methodology in any form , other than as specified in Appendix 2 or 3 or 4.
Requests for excluded items or Professional Services that do not constitute Hyland Care AP may be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Change Control Process.

Initiating Service Requests and Change Requests

Customers shall communicate Service Requests and/or Change Requests to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal;
Unless explicitly identified, all Service Requests and Change Requests must be reported directly to the Service Desk and cannot be communicated through any indirect means. (see appendices);
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Hyland will determine whether the request submitted constitutes a Service Request or a Change Request. If the request is determined to be a Change Request, then Hyland will provide the services described below under “Change Requests.”
Resolution for Service Requests and Change Requests are as follows:
1. Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request;
2. Any Change Request for off-hours maintenance windows, extended involvement such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.

Change Requests

Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change, or consultation services only. Customer’s ability to receive consultation services related to a Change Request shall not be restricted; however, Customer will be limited to twenty (20) elective service engagements in response to Change Requests per twelve (12) month period, to be managed in the following manner:
1. Customer will receive an “account balance” of thirty (30) elective service engagements. All Change Requests for which active services are requested will be charged a minimum of one (1) active service engagement;
  1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland;
  2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes (and will advise Customer of the number of elective service engagements to be charged, if applicable);
  3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iv) below, Hyland will perform the work required to address the Change Request. If Customer’s elective service engagement balance is insufficient, Hyland will perform only consultation services relating to the Change Request (subject to Customer’s election to purchase additional Change Requests);
  4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the Hyland Care AP delivery team (such as Software conversions or implementations);
2. Unused elective service engagements will not be rolled over into any subsequent period or renewal term
3. In a single month, Customer may request active services relating to Change Requests that total no more than twenty-five (25) percent of the total annual elective service engagement allotment;
4. Elective service engagements are scheduled services subject to mutually agreed upon timelines;
5. Hyland will prioritize all elective service engagements received from the Customer and will determine the order of changes to be scheduled and completed;
6. Hyland will provide a monthly report of elective service engagement information that will include the following information:
  1. Opening balance
  2. Credits
  3. Debits
  4. Remaining balance
Hyland will make reasonable efforts to respond to emergency Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Requests. Hyland reserves the right to close Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Customer Obligations

To facilitate Hyland’s delivery of Hyland Care AP, Customer agrees to the following obligations. The parties acknowledge and agree that failure to meet the responsibilities noted will affect project duration, cost and/or quality in the execution and completion of Hyland Care AP.

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal; and
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination

The Initial Term of this Hyland Care AP Schedule is defined in the Order Form. Hyland will provide to Customer Managed Services during the Initial Term, provided that if an Initial Term is not defined in the Order Form, it shall mean the twelve (12) month period commencing on the Effective Date of the Order Form (as such term is defined in the Order Form).

Unless otherwise specified herein, after the Initial Term, this Hyland Care AP Schedule will renew automatically, at the then current service level, for periods equal to the Initial Term (each, a “Renewal Term”), unless either party provides written notice of its desire not to renew at least sixty (60) days prior to the end of the then-current Initial Term or Renewal Term, as applicable.

Notwithstanding anything to the contrary in the Underlying Agreement (as defined in the Order Form, if applicable), the Professional Services Terms and Conditions (including Schedule 1, if applicable) or otherwise, Customer may not terminate Hyland Care AP for convenience. All prepaid fees are non-refundable.

Appendix 1 – Hyland Care AP Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its discretion, provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of Hyland Care AP. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s environments; Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently; Escalate Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Sponsor Review(s), as applicable.
Monthly Activity Report	Means reporting services, which Hyland will provide, including: Summary of work and tasks completed, upcoming work, known issues or risks; Summary of outstanding Service Requests and/or Change Requests; and Other reporting details as mutually agreed upon, to provide clear communication paths and to summarize monthly activity.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions; Responding to business needs to create, modify or delete user accounts for existing security groups within the Software; Help maintain non-production environments for testing, training, and/or issue resolution; Respond to questions concerning product capabilities; Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software; Analyzing solution performance trends; and Executing solution optimization tasks.
Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Customer has access to use Hyland Care AP for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through Hyland Care AP.
Strategic Workshop	Provides one (1) annual engagement designed to help Customer discover the top priorities and deliver a 12-month action plan to achieve quick wins that may drive changes to the Software solution.
Expansion Management	Provides Customer the ability to expand the existing Software solution beyond the scope of the existing business process, delivered by a Hyland resource(s). This includes the ability to implement one (1) expansion workstream. Such services shall consist of technical work only, using existing Software based configuration, and shall exclude any custom development or scripting. These services shall be governed by Customer’s project management.
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of Hyland Care AP, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determine is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.
Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer; not the result of Incidents and Problems; scheduled services that the Customer must request and schedule 72 hours in advance; and subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement a Response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within its production environment. If a System Outage is caused by Changes requested by Customer to the production environment, Hyland may reverse or “undo” such Changes in order to revert to the previous functionality. Customer is responsible for reporting a System Outage by submitting a Technical Support Case via Hyland Community or contacting Technical Support: https://community.hyland.com/login?returnUrl=/customer-portal/wiki/hyland-support/technical-support-phone-numbers
Service Request	Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages. There are no limitations on the number of Service Requests submitted during the term. Service Desk will attempt to begin Review of Service Requests within one (1) hour of reported impact during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours.
Change Request	Request by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are categorized based on type of Change Requests. Service Desk will attempt to begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working the next business day.

Appendix 2 – Accounts Payable (AP) Solution Implementation (IAConnect)

Brainware for Invoices

The solution will be designed to perform OCR data capture for standard PO and Non-PO invoices as well as Credit Memos. The following are not to be considered standard invoices:

Invoice Statements (forms with multiple Invoice Numbers/Invoice Amounts);
Invoices with multiple PO Numbers;
Expense Reports;
Invoices with data that is hand-printed;
Invoices from countries other than the United States of America;
Non-English language invoices;
Invoices with data in non-US formatted address blocks, phone number, dates, and currency;
Any form that is not a machine-printed invoice falling into the categories of "Purchase Order Invoices" or "Non-Purchase Order Invoices";
Reports;
Intercompany Invoices;
Receipts; and
Check Requests.

The solution will be configured to extract summary level data on both PO and Non-PO based invoices. The following standard header invoice fields will be extracted:

Invoice Number, Invoice Date, Remit To, Subtotal Amount, Tax Amount, Total Amount, PO Number, Currency, Discount Amount (header level extraction only), Freight, and Misc. Amount.

The solution will derive the following additional values from extracted fields listed above:

Company Code, Vendor ID, Vendor Remit Location Code, PO Type, and PO Line Number.

Utility invoices will be treated as a non-PO invoice. Data will be extracted at the header level only. Automated coding of utility invoices is not included in scope.

Description, Quantity, Unit Price, Line Total, Product Code and Unit of Measure.

Vendor not found, missing/invalid PO, missing/invalid vendor & PO, PO vendor does not equal invoice vendor, invoice amounts do not add up, non VAT compliant, stock invoice, zero value invoice, and vendor address invalid.

Once invoices are processed within Brainware the metadata is passed back to OnBase for the processing within the IAConnect Module.

IAConnect

Description of Product

Assumptions

Individual documents are anticipated to be scanned at the same aspect ratio and dimensions, and at a quality of 300 dpi;
Documents processed through OCR must be clean and free of extraneous patterns, images, or any other formatting that would interfere with reading data;
Extraction of data from handwritten invoices or documents is out of scope and will require manual keying in Verifier;
Accuracy of the OCR within Software is based on document quality, information on said document(s), and vendor accounting system information provided to Software. The amount of manual intervention or validation is unknown until testing commences, however, Hyland will work with Customer to identify and work towards the highest percentage available based on timelines and budget;
Customer is responsible for configuring the Verifier Client on any terminal server;
Assumptions regarding Customer provided Vendor Master and PO data include but aren’t limited to:
1. Data will be validated against one (1) single external data source;
2. Customer data must be up to date and can be accurately matched to vendor and PO data present on an invoice;
3. If during testing, Vendor Master and PO data is determined to be out of alignment with standard accounting procedures, this could result in a scope change and/or extension to the project timeline:
  1. Examples include duplicate vendors, incomplete vendor and PO records, not closing PO’s, etc.
4. Customer data must be provided either by database views or CSV files; and
5. PO data will only include open data.
Brainware users will be created or modified via either a LDAP import or manual entry by an Administrator;
Documents will be processed in Brainware as one (1) document per batch;
Software will treat credit memos and debit memos as non-PO invoice documents;
Customer is an existing user of Costpoint;
Buyers and Requestors Logins (Active Directory IDs) should be stored in the Costpoint CPAdmin Table;
Hyland is not to be considered the Costpoint expert;
Customer will provide the Costpoint expertise both form a business process as well as an Information Systems prospective;
Credit Memos are treated as a non-PO document;
PO Invoices only have one (1) PO Number per invoice;
Customer is responsible for providing test data, writing test case, and executing those test cases during User Testing (“UT”);
Hyland will utilize Customer’s test data during the solution configuration process;
Solution will import document in their native file format and will not convert them to another files format once imported into Software (i.e. Email to PDF, Word to TIFF, etc.);
Customer is responsible for any necessary file format conversion prior to importing a document into the Software;
Customer has a defined and documented approval process which will be provide to Hyland following the initial kickoff meeting;
Customer has an existing production and non-production environment hosting Costpoint;
Software solution will not require custom scripting or use of Software APIs;
WAM will leverage Costpoint data to facilitate approvals;
Customer is responsible for providing SQL queries for retrieving Costpoint data;
Software solution may be configured to handle only one (1) level of escalation;
Costpoint user IDs are assumed to be the same as Customer’s Network IDs;
Approval user IDs are assumed to be the same as Customer’s Network IDs;
Hyland will configure the solution to work with one (1) company in one (1) instance of Costpoint;
Any deviations from the IAConnect Base Solution Requirements Document shown in Appendix 3 may result in a Change Order;
Workstation deployment consulting, testing and training will be provided on up to five (5) workstations. Customer is ultimately responsible for the installation of Software on end user workstations;
Hyland is not responsible for the installation or configuration of third party software; and
Hyland is not responsible for the deployment/installation of Software on end user workstations except what is provided within the scope of this document. Hyland will work with Customer’s system administrator to identify requirements, test installation processes, and provide general consulting on the topic; however, it is ultimately Customer’s responsibility to deploy remaining Software to end user workstations.

Accounts Payable Deployment Methodology

Requirements Analysis

Included in the project cost is dedicated time for Software solution requirements analysis, documentation, and review. Requirements analysis activities include:

Requirements Capture: Hyland will collaborate with Customer’s project team to discover and define the detailed requirements of the Software solution. Discussions focus on the requirements to meet Customer’s business objectives, including any integration(s) that may be in scope for the project:
1. Customer project team may consist of subject matter experts from the business areas and technical experts from IT, interfaces and applications: and
2. Agenda will reflect a single collaborative session per project area. For example, where the same department is repeated across multiple entities, representatives of each entity should attend requirements gathering sessions.
Requirements Review: Hyland reviews the Requirement Document with Customer’s project team to validate the Software solution requirements. Mutually agreed upon modifications may be made to the document;
Changes to the Software solution and requirements that are not in scope as defined in this Services Proposal will be handled via the change control process; and
Project Schedule: Hyland may update the Preliminary Project Schedule to reflect a more detailed schedule based upon the Requirements Document.

Solution Build

Included in the project cost is dedicated time to build the Software solution. Solution build activities include:

Hyland will deploy the base IAConnect solution;
Hyland will provide a walkthrough and a review of prewritten requirements during the Discovery phase; and
If there are business requirements outside of the " IAConnect Base Solution Requirements Document", found in Appendix 3, a change order is required.

Examples of Common Add-On Components include the following:

Change Requests Required	Add On Item	Description
2	Creation of up to two (2) additional document types for scanning and retrieving only	User needs the ability to reference additional document types. System needs the ability to tie additional document types to invoices
4	Payment Update Process	The system needs the ability to sync additional payment information. Customer will provide a flat file with appropriate information.
4	Additional Queue Creation	The system needs the ability to route to an additional queue. For a listing of standard queues, please reference requirements.
4	Automated Assignment	The system needs the ability to assign AP Processor or Buyer (Each Instance would be considered an automated assignment). Customer will provide a flat file with appropriate information.
4	EDI 810 Import	System needs to import raw EDI 810 data feed to create an image for archival purposes only. This requires an EDI license
6	Keyword Based Security	User security based off of keywords, such as; Company ID, Department, etc.
8	Automated GL Coding for Utility Vendor	System needs the ability to Auto Code Invoices based upon specific criteria. Customer will provide a flat file with appropriate information. One set of GL coding per Vendor ID.
10	Check Request Form	User needs ability to fill out a Check Request Form, send to AP for Review, route for approvals as needed, and be sent for posting to Costpoint.

Solution Installation and Configuration: Hyland will install and configure the Software solution to fulfill the documented requirements in the Requirements Document. Implementation accounts for up to two (2) environments: one (1) Production (PROD) and one (1) Non-Production User Test (“UT”) Lite environment, and
Impacts to the scope as set forth in the IAConnect Base Solution Requirements Document require a Change Order under the Change Control Process.

Testing

Included in the project scope is dedicated time for testing. Unless otherwise noted by the project teams during project planning, the following process is used for the testing of this solution.

Training

Included in the project scope is dedicated time for training. Unless otherwise noted by the project teams during project planning, the following process is used for the training of this solution.

Customer will develop test cases in advance of the testing period of the project;
To prepare Customer’s testing team for executing the test cases, Hyland will provide one (1) two-day training session to familiarize Customer’s power users and administrators with the Software interface, navigation, and configured functionality of the solution; and
Training session is intended for up to seven (7) participants.

User Testing (“UT”)

Any additional time or reallocation of time requested for testing or training shall be handled following Hyland’s project change control process.

Go-Live Support

Included in the project scope is dedicated time for go-live activities. Go-live activities include:

The solution will be migrated to the production environment;
Develop a deployment method for Customer to distribute Software to appropriate end users; and
Assist End User’s help desk with resolution of Software questions.

Appendix 3 – Requisition Connect (REQConnect) Solution Implementation

Hyland will provide Professional Services to Customer to implement the REQConnect with OnBase solution in accordance with the below scope.

REQConnect Solution

The Purchase Requisition Solution enables organizations to efficiently process Requisitions by automating the submission, approval routing, and facilitating data entry.

REQConnect utilizes a purchase requisition form which is integrated with Customer’s Costpoint database. Through use of the solution, a Requester or proxy completes and submits a Requisition (electronic form). If a proxy creates the Requisition, the Requester is required to review it before being submitted for Approval. If a Requester creates a Requisition and they are unable to finish, it can be submitted as a draft. Lastly, when a Requester has completed their Requisition, it is submitted for Approval.

Once the initial review of the requisition has been completed, the requisition is routed based on business rules, as defined by Customer, to the initial approver. An approver will receive an email notification that a requisition requires their approval. The approver can approve or reject the requisition with the ability to add notes describing the issues. Furthermore, delegating authority for an approval is possible for users who will be on vacation or out for an extended period of time. If the requisition is approved, Software will evaluate the configured rules and route the requisition to the next approval level (e.g. other Manager, Director, etc.). This cycle continues until all approvals have been obtained. Once the final approval is obtained, the requisition will be routed back to the Buyer for final review and automated entry into Costpoint.

Throughout the entire purchase requisition process, an audit trail is maintained, capturing routing steps, user actions, and status changes. Notifications with embedded links may also be configured for requestors, buyers, and/or approvers based on status changes during the purchase requisition process. Escalations may also be configured to trigger a notification based upon pre-defined time constraints.

Though use of the solution, a Buyer can process, update, and return the Requisition to the original Requester. Once the Buyer’s review is complete, they submit the Requisition for Fulfillment, which causes Software to create the necessary output for the Costpoint Requisition creation.

REQConnect Deployment Methodology

Base Installation

Hyland will install the base solution as described above in Customer’s non-production environment in order to prepare for Customer to perform Product Validation.

Product Validation

Customer’s key users and technical experts will perform Product Validation with Hyland to walkthrough the base installed product. During the course of Product Validation, Hyland and Customer will identify any specific requirements. Hyland will document the modifications discussed base installed product in a Requirements Document (“RD”). Customer will review the RD and Hyland will make modifications until mutually agreed upon. Hyland and Customer will determine if any of the modifications requested to the base installed product can be completed within the project budget or if the project change control process must be followed.

Implementation

Hyland will implement the modifications to the based installed product as agreed to in the RD. Hyland will perform functional testing to validate the solutions conforms to the RD prior to turning the solution over to Customer to perform testing.

Training

Included in the project scope is dedicated time for training. Unless otherwise noted by the project teams during project planning, the following process is used for the training of this solution.

Customer will develop test cases in advance of the testing period of the project;
Customer’s designated System Administrators will complete the following required instructor-led training courses to acquire fundamental Software knowledge prior to solution training session:
OnBase System Administration; and
Introduction to Workflow.
Hyland recommends administrators review the following relevant learning paths:
System Administrator Learning Path; and
Workflow Administrator Learning Path.
To prepare Customer’s testing team for executing the test cases, Hyland will provide one (1) two-day training session to familiarize Customer’s power users and administrators with the Software interface, navigation, and configured functionality of the solution; and
Training session is intended for up to five (5) participants.

Testing

Included in the project scope is dedicated time for testing. Unless otherwise noted by the project teams during project planning, the following process is used for the testing of this solution.

User Testing (“UT”)

Included in the project scope is support for one (1) UT event. Customer performs testing and provides Hyland with a notification of any issues based on the test cases developed by Customer in accordance to the requirements defined in the RD. Hyland tracks the issues during Customer’s UT process using Hyland’s issue tracking system. Hyland verifies that recorded issues comply with scope defined in RD and updates Customer once the issues are resolved, whether by Hyland’s project team or Customer’s project team.

Customer will schedule resources required to test all defined test cases over a two (2) week period. Remote support will be provided by two (2) Hyland resources for UT for a maximum of twenty (20) hours per week. Customer’s administrator will act as first line of support during UT in order to triage issues and work directly with Hyland’s team on issue resolution. If required, Hyland may quote dedicated UT support for an additional cost.

UT is performed and driven by Customer and UT activities should be defined and documented prior to the start of solution implementation. Multiple, phased UT events imply additional services and are not included within the scope of this solution.

Any additional time or reallocation of time requested for testing or training shall be handled following Hyland’s project change control process.

Go-Live Support

Included in the project scope is dedicated time for go-live activities. Go-live activities include:

The solution will be migrated to the production environment;
Develop a deployment method for Customer to distribute Software to appropriate end users; and
Assist End User’s help desk with resolution of Software questions.

Hyland will provide two (2) resources for five (5) days each of onsite support for the first week of go-live and one (1) week of full-time remote support at a maximum of forty (40) hours. Customer’s administrator will act as first line of support post go-live in order to triage issues and work directly with Hyland’s team on issue resolution. If required, Hyland may quote dedicated go-live support for an additional cost. A single go-live will be supported. Multiple, phased go-lives imply additional services and are not included within the scope of this solution.

Assumptions

Customer is an existing user of Costpoint;
Hyland is not to be considered the Costpoint expert;
Customer will provide the Costpoint expertise both form a business process as well as an Information Systems prospective;
Customer is responsible for providing test data, writing test cases, and executing those test cases during UT;
Hyland will utilize Customer’s test data during the solution configuration process;
Customer has an existing production and non-production environment hosting Costpoint;
Software solution will not require custom scripting or use of Software APIs. The solution will utilize out-of-the-box Software functionality as defined above and contained within the attached reference guides;
Customer has a defined and documented approval process that will be provide to Hyland following the initial kickoff meeting;
WAM will utilize existing Software Keywords in the solution;
WAM will utilize Costpoint data that can be accessed using existing Costpoint connections;
Customer is responsible for providing SQL queries for retrieving Costpoint data;
Software solution may be configured to handle only one (1) level of escalation;
Standard escalation configured in the solution is, routing the Requisition to the Purchasing Agent if the Approver has not taken action within a customer specified time period (e.g. 5 days);
Costpoint user IDs are assumed to be the same as Customer’s Network IDs;
Hyland will configure the solution to work with one (1) company in Costpoint;
Workstation deployment consulting, testing and training will be provided on up to five (5) workstations. Customer is ultimately responsible for the installation of Software on end user workstations, and
Hyland is not responsible for the installation or configuration of third party software.

Appendix 4 – Vendor Portal Connect (VPConnect) Solution Implementation

Hyland will provide Professional Services to Customer to implement the VPConnect with OnBase solution in accordance with the Requirements Document attached as Appendix 6.

VPConnect

VPConnect is a web-based application that will enable Customer’s vendors and subcontractors to submit their project related time and expense data electronically along with any required supporting documents. The interface allows sub-contractors to enter their hours and/or expenses and captures all of the information needed to create the corresponding entries in Costpoint. Used in conjunction with IAConnect, VPConnect provides a method to easily manage vendor invoices along with supporting documents using automatic routing for review and approval. Most importantly, all of the data entry is done by the vendor or sub-contractors and is made to conform to Customer’s rules, saving Customer’s accounts payable team valuable time.

VPConnect is not designed for individual users to enter their time, rather it is meant for a vendor administrator to roll up all of their charges, ODC’s, labor and travel expenses, into a single entry session with the objective of creating and submitting an electronic bill. VPConnect’s web portal is tightly integrated with Costpoint controlling and validating what data is entered by vendors and subcontractors against live purchase order data, authenticating each invoice before it is presented internally for approval.

In addition to external entry of invoice information, the solution will allow subcontractor administrators have direct access to all open purchase orders—including remaining balance amounts and status reports to ensure data integrity.

Finally, the solution will allow vendors to upload non-PO invoices to the system. If implemented, these invoices will be routed to IAConnect to ensure that every invoice is processed consistently and routed where it needs to be and when it needs to be there. With full transparency, members of the accounts payable department will have a view of the entire process, including the number of invoices outstanding, how many there are at any given stage, the total liability amount, and even paid status by invoice.

All of the approved entries will be uploaded into Costpoint using preprocessors to create the appropriate transaction entries. VPConnect also allows access any supporting documents captured on the vendor portal directly from the Costpoint screens.

Description of Functionality Provided

Services Methodology

Base Installation

Hyland will install the base solution as described above in Customer’s non-production environment in order to prepare for Customer to perform Product Validation.

Product Validation

Implementation

Training

Included in the project scope is dedicated time for training. Unless otherwise noted by the project teams during project planning, the following process is used for the training of this solution.

Customer will develop test cases in advance of the testing period of the project;
Customer’s designated System Administrators will complete the following required instructor-led training courses to acquire fundamental Software knowledge prior to solution training session:
1. OnBase System Administration; and
2. Introduction to Workflow.
Hyland recommends administrators review the following relevant learning paths:
1. System Administrator Learning Path; and
2. Workflow Administrator Learning Path.
To prepare Customer’s testing team for executing the test cases, Hyland will provide one (1) one-day training session to familiarize Customer’s power users and administrators with the Software interface, navigation, and configured functionality of the solution; and
Training session is intended for up to five (5) participants.

Testing

Included in the project scope is dedicated time for testing. Unless otherwise noted by the project teams during project planning, the following process is used for the testing of this solution.

User Testing (“UT”)

Customer will schedule resources required to test all defined test cases over a one (1) week period. Remote support will be provided by two (2) Hyland resources for UT for a maximum of eight (8) hours. Customer’s administrator will act as first line of support during UT in order to triage issues and work directly with Hyland’s team on issue resolution. If required, Hyland may quote dedicated UT support for an additional cost.

Any additional time or reallocation of time requested for testing or training shall be handled following Hyland’s project change control process.

Go-Live Support

Included in the project scope is dedicated time for go-live activities. Go-live activities include:

The solution will be migrated to the production environment;
Develop a deployment method for Customer to distribute Software to appropriate end users; and
Assist End User’s help desk with resolution of Software questions.

Hyland will provide two (2) resources for remote support at a maximum of twenty (20) hours. Customer’s administrator will act as first line of support post go-live in order to triage issues and work directly with Hyland’s team on issue resolution. If required, Hyland may quote dedicated go-live support for an additional cost. A single go-live will be supported. Multiple, phased go-lives imply additional services and are not included within the scope of this solution.

Assumptions

IAConnect has already been implemented and Customer is live with the IAConnect solution;
VPConnect solution assumes the use of the native portal interface;
Customizations to the VPConnect native portal interface are not included in the scope;
Customer is an existing user of Costpoint;
Hyland is not to be considered the Costpoint expert;
Customer will provide the Costpoint expertise both form a business process as well as an Information Systems prospective;
Customer is responsible for providing test data, writing test case, and executing those test cases during UT;
Hyland will utilize the Customer test data during the solution configuration process;
Customer has an existing production and non-production environment hosting Costpoint;
Software solution will not require custom scripting or use of Software APIs. The solution to utilize out-of-the-box Software functionality as defined above;
Customer is responsible for securing the vendor portal site with appropriate SSL certificates;
Workstation deployment consulting, testing and training will be provided on up to five (5) workstations. Customer is ultimately responsible for the installation of Software on end user workstations, and
Hyland is not responsible for the installation or configuration of third party software.

Appendix 5 – IA Connect Requirements Document

IAConnect Base Solution Requirements Document

Appendix 6 – VPConnect Requirements Document

VPConnect Base Solution Requirements Document

Appendix 7 - Description of Add-On Managed Services

The following Add-On Managed Services are available, if applicable.

Add-On Available

On-site Discovery

Custom Script Requests

Additional Change Requests

On-Site Discovery

Custom Script Requests

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the 12-month period.

All standard rules, assumptions and exclusions apply to additional Change Requests.

***End of Document***

Hyland Care for Intelligent Medical Records (IMR) Schedule

Version

Effective June 13th 2024

Download

Hyland Care for Intelligent Medical Records (IMR) Schedule

Hyland Care for IMR; Add-On Services

Hyland will provide to Customer Hyland Care for IMR Services during an “Initial Term” as defined in the Order Form. As used herein, “Hyland Care for IMR” shall mean the services described in the "Services Description" section and appendices 1 and 3 below, and are provided as follows:

Hyland Care for IMR supports one (1) production and one (1) non-production environments. Hyland’s involvement may range from owning specific tasks to consultation only;
All services will be performed remotely; provided, that if discovery services are purchased as an add-on service (see Appendix 2 for description), such services will be performed at Customer’s site for up to three (3) days, with the remainder of the work being performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.

Add-On Services are described in Appendix 2. Customer may purchase Add-On Services by designating on the Order Form those Add-On services it requires.

Services Description

“Hyland Care for IMR” means the Professional Services described in the table below. Descriptions of such services are provided in Appendix 1 and Appendix 3 below.

Services	Hyland Care for IMR
IMR Solution (Appendix 3)	Included
Service Desk	Designated
Service Delivery Manager	Designated
Monthly Activity Report	Included
Administration	Included
Solution Lead	Included
Inquiries	Included
Configuration Management Database	Included
Quarterly Sponsor Review	Included
Long-Term Release Management	Included
Incident	Review Response Resolution
Change	Review Response Resolution
Release	Review Response Resolution
Problem	Review Response Resolution

Assumptions

Hyland Care for IMR is based upon the below limitations and assumptions being true. If for any reason these assumptions are not true, this could result in a scope change and may have an impact on Hyland’s ability to provide the Hyland Care for IMR Services, as well as the proposed cost and timeline to deliver such services:

Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Customer is aware that Hyland Care for IMR is intended to assist with specific requests for assistance, and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing. Requests for Professional Services that do not constitute Hyland Care for IMR shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below; and
Customer understands Hyland Care for IMR is intended to supplement Customer’s needs beyond standard technical support.
Each deliverable created will use Hyland’s standard deliverable templates. Customer requested changes to deliverable templates will cause timeline delays.

Exclusions

The following items are not covered under Hyland Care for IMR Services:

Consultation, expertise and/or support of third-party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to by Hyland in writing.
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development, unless Customer has purchased Custom Script Requests as an Add-On Managed Service;
Direct database modifications; and
Requests for excluded items or Professional Services that do not constitute Hyland Care for IMR Services may be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Change Control Process.

Initiating Service Requests and Change Requests

Customers shall communicate Inquiries, Service Requests and/or Change Requests (see appendices for definitions) to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal and cannot be communicated through any indirect means.
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Resolution for Service Requests and Change Requests are as follows:
1. Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request;
2. Any Change Request for off-hours maintenance windows or extended involvement, such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.
Hyland will determine whether the request submitted constitutes an Inquiry, Service Request or a Change Request. If the request is determined to be an Inquiry or a Change Request, then Hyland will provide the services described below under “Inquiries and Change Requests.

Inquiries and Change Requests

1. Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change or may elect to have the request treated as an Inquiry, with consultation services only.

During the subscription term, Customer will be limited to one hundred and twenty (120) Change Request service engagements. During each twelve-month period, Customer will be limited to twenty-four (24) Inquiry service engagements.

Inquiries and Change Requests will be managed in the following manner:

All Change Requests for which active services are requested and all Inquiries which result in consultation services will be charged a minimum of one (1) active service engagement;
1. Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland;
2. Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes, issues or matters (and will advise Customer of the number of elective service engagements to be charged, if applicable);
3. Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iv) below, Hyland will perform the work required to address the Change Request or Inquiry.;
4. Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the Hyland Care IMR Services (such as Software conversions or implementations);
Unused Inquiries and Change Requests will not be rolled over into any subsequent period or renewal term;
In a single month, Customer may request active services relating to Inquiries or Change Requests that total no more than twenty-five (25) percent of the total annual Change Request or Inquiry service engagement allotment, as applicable;
Inquiry and Change Request services are scheduled subject to mutually agreed upon timelines;
Hyland will prioritize all Inquiries and Change Requests received from the Customer and will determine the order of scheduling and completion
Hyland will provide a monthly report of elective service engagement information relating to Inquires and Change Requests that will include the following information
1. Opening balance
2. Credits
3. Debits
4. Remaining balance

3. Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Request and Inquiry services. Hyland reserves the right to close Inquiries or Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and

4. Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.

Customer Obligations

To facilitate Hyland’s delivery of Hyland Care for IMR, Customer agrees to the following obligations. The parties acknowledge and agree that failure to meet the responsibilities noted will affect project duration, cost and/or quality in the execution and completion of Hyland Care for IMR Services.

Customer Personnel

Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
1. The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
2. The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
3. The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal; and
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution.

Project Management

Customer will designate a single point of contact whose responsibilities include but are not limited to the following:
1. Execute timely decision-making, completion of all deliverables and action items and resolution of issues throughout the course of the project(s);
2. Coordinate Customer resources for the testing and regression testing cycles of the configured Software solution, including the tracking and reporting test results; and
3. Arrange for physical workspace and tools (work desks, networked computers, meeting rooms, training rooms, conference phones, whiteboards, etc.) for duration of the project(s) to accommodate scheduled onsite and/or remote activities as dictated by Customer’s reasonable security measures.

Software and Network Environment

Hyland will review with Customer the requirements for establishing connectivity and access to the Hyland Software solution.

Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
1. For on-premises Customers, this includes.
  1. Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third party applications; and
  2. Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.

Non-Solicitation; Non-Hire

During the term of this Schedule and for one (1) year after the expiration or termination of this Schedule, neither Customer nor Hyland will:

Change Control Process

Requested changes to this Schedule will be managed using the Change Control Process outlined below.

Term and Termination

The Initial Term of this Hyland Care for IMR Services Schedule is defined in the Order Form.

After the Initial Term, this Hyland Care for IMR Services Schedule will renew automatically for Hyland Care for IMR Services, excluding any and Professional Services described in Appendix 3 (which shall be provided as described therein), at the then current service type, for periods equal to the Initial Term (each, a “Renewal Term”), unless either party provides written notice of its desire not to renew at least sixty (60) days prior to the end of the then-current Initial Term or Renewal Term, as applicable.

At least forty-five (45) days prior to the expiration of the Initial Term (or applicable Renewal Term), Hyland will provide an invoice setting forth the fees applicable to the Renewal Term. Such invoice shall be due and payable on or before the first day of the Renewal Term. Hyland may not increase the fees for any Renewal Term in an amount by more than ten (10) percent of the fees payable with respect to the then expiring term.

Notwithstanding anything to the contrary in the Underlying Agreement (as defined in the Order Form, if applicable), Schedule 1 or otherwise, Customer may not terminate the Hyland Care for IMR Services for convenience. All prepaid fees are non-refundable.

Appendix 1 – Hyland Care for IMR Definitions

Services	Description
Service Desk	Responsible for coordinating the management of Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its direction provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Service Requests and Change Requests to Hyland via Hyland Community.
Service Delivery Manager	Primary Hyland resource responsible for overseeing the successful delivery of Hyland Care for IMR. Primary responsibilities include: Oversees coordination and management of day-to-day operational aspects of client’s environments; Leading the service delivery, managing conflict, and ensuring the team's processes and tasks are carried out efficiently; Escalate Service Requests and/or Change Requests as needed; and Prepare and facilitate Monthly Activity Report(s) and Quarterly Sponsor Review(s), as applicable.
Solution Lead	A solution lead will facilitate project oversight and undertake the following responsibilities: Attend monthly meetings with Customer’s project sponsor for the lifecycle of the project; Provides overall Solution guidance; Working with Customer to tailor specific requirements to the implemented Solution. Assisting in preparation of the Solution Design Document to reflect agreed upon Customer requirements. Working with Customer to identify, document, and prioritize enhancement requests. Assisting with quality assurance efforts. Evaluating testing issues to verify defects versus enhancements. Assisting in the Go-Live implementation. Managing technical escalations and related communications. Scheduling monthly Customer check-in meetings to review solution activity and proactively identify, plan, and prioritize solution needs and enhancements.
Monthly Activity Report	Means reporting services, which Hyland will provide, including: Summary of work and tasks completed, upcoming work, known issues or risks; Summary of outstanding Service Requests and/or Change Requests; and Other reporting details as mutually agreed upon, to provide clear communication paths and to summarize monthly activity.
Administration	Means services provided under the direction and supervision of the Customer, which may include: Performing recurring activities to ensure stability and availability of Software and solutions; Responding to business needs to create, modify or delete user accounts for existing security groups within the Software; Help maintain non-production environments for testing, training, and/or issue resolution; Respond to questions concerning product capabilities; Maintain a more detailed understanding of the Customer’s environment solutions deployed within Software; Analyzing solution performance trends; and Executing solution optimization tasks.
Inquiries	Request by Customer for remote online consultation services between the Customer and a consultant Each Inquiry includes up to one (1) hour of remote online consultation services between the Customer and a consultant; Customer may record the Inquiry appointment, subject to Hyland agreement, and provided that such recordings are used only internally; Hyland may limit the scope of each Inquiry to the questions and discussion items submitted in advance by the Customer in the Inquiry request. Customer shall be permitted up to one (1) additional hour of follow-up consultation relating to each Inquiry; In response to Customer Inquiries, Hyland will, as appropriate: Conduct reasonable research and preparation in order to respond to the Inquiry (provided the Customer has delivered a written summary of questions at the time of the Inquiry request); Provide consulting services in relation to Software use; Recommend solution configuration changes and/or design reviews; Attempt to identify root causes of problems and/or troubleshoot solution configuration; and Make recommendation(s) for remediation and resolution paths for Customer. Hyland’s response may be delivered electronically or verbally; Hyland will use reasonable efforts to schedule consultations in response to Inquiries within a seventy-two (72) business hour period from time of submitted Inquiry; and Any additional Inquiries requested by Customer will result in a pricing adjustment and will follow the defined Change Control Process outlined in this document.
Configuration Management Database Document	Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution.
Solution Design Documentation	Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution.
Quarterly Sponsor Review	Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions.
Long-Term Release (LTR) Management	A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Customer has access to use Hyland Care for IMR for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through Hyland Care for IMR.
Incident	Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of Hyland Care for IMR, Incidents are defined as System Outages or a Service Request which: Affects a business line and causes serious interruption to business activities and must be resolved with urgency; and Customer and Hyland determines is critical.
Problem	Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance.
Change	Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are: often the result of business requirements or changes in the Customer Software solution at the request of the Customer; not the result of Incidents and Problems; scheduled services that the Customer must request and schedule 72 hours in advance; and subject to review by Hyland if work effort for Change Resolution is greater than eight (8) hours. For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue.
Release	Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution.
Review	An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure.
Response	Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct.
Resolution	Hyland receives/produces a response resolution plan and acts to implement a Response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an issue or implement a Change, the Service Desk will follow the change management practices established with the Customer.
System Outage	The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within its production environment. If a System Outage is caused by Changes requested by Customer to the production environment, Hyland may reverse or “undo” such Changes in order to revert to the previous functionality. Customer is responsible for reporting System Outages by submitting a Technical Support Case via Hyland Community or contacting Technical Support: https://community.hyland.com/login?returnUrl=/customer-portal/wiki/hyland-support/technical-support-phone-numbers
Service Request	Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages. There are no limitations on the number of Service Requests submitted during the term. Service Desk will attempt to begin Review of Service Requests within one (1) hour of reported impact during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours.
Change Request	Request by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are categorized based on type of Change Requests. Service Desk will attempt to begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours. If reported during off-hours, the Service Desk will begin actively working the next business day.

Appendix 2 - Description of Add-Ons

The following Add-On Services are available, if applicable.

Add-Ons Available

On-site Discovery

Custom Script Requests

Additional Change Request

On-Site Discovery

Up to three (3) Hyland Resources will travel to Customer’s site to perform discovery/requirements analysis for up to three (3) days.Travel expenses are not included in this Schedule and will be charged separately if incurred by Hyland resources;

Custom Script Requests

Additional Change Requests

Hyland will provide additional quantities of Change Requests (with each quantity being comprised of ten requests) as indicated on the Order Form or through the Change Control Process.

Hyland will update Customer’s account balance to reflect the additional Change Requests that will be available during the course of the 12-month period.

All standard rules, assumptions and exclusions apply to additional Change Requests.

Appendix 3 – Intelligent MedRecords (IMR)

Hyland will provide Professional Services for the discovery and implementation services to Customer for a document classification and indexing system for internal and external documents. The Professional Services outlined in this agreement are for Customer’s participation in Hyland’s effort to capture and process non-barcoded clinical documents in Customer’s Software environment using Software’s Intelligent Medical Records solution.

Customer understands this solution is not capable of classifying every document during processing. When this happens, Customer users will review and interact with documents to manually assign the document type. Customer users will also verify any automated classification as part of the Intelligent Medical Records solution.

Content Capture

Day-forward documents intended for classification will follow the following process:

For internal documents, it is recommended that patient label be placed on document;
For differentiation between internal and external document classification an identifier needs to be on internal documents and pages:
1. Example: Facility name;
Internally generated documents will be routed for Document Type classification through Software’s Internal Medical Records Classification solution:
1. The Classification Solution will evaluate the images to attempt to classify documents and assign a Document Type;
2. Additionally, the Classification Solution will attempt to extract the following data elements from classified internal documents:
  1. Medical Record Number (“MRN”); and
  2. Contact Serial Number (“CSN”).
3. Additional patient demographic information (i.e. Patient First Name, Patient Last Name, Patient Date Of Birth) will be indexed to classified internal documents leveraging Software Autofill Keyword Sets.
Externally generated documents will be routed for Document Type classification through Software’s External Medical Records Classification solution:
1. The Classification Solution will evaluate the images to attempt to classify documents and assign a Document Type; and
2. Additionally, the Classification Solution will attempt to extract the following data elements from classified external documents:
  1. Patient First Name;
  2. Patient Last Name;
  3. Patient Date of Birth; and
  4. Date of Service (if necessary).

Hyland anticipates that individual documents will be scanned at the same aspect ratio and dimensions at a Hyland recommended minimum image resolution of three hundred (300) dpi. Documents sent via fax may not have the appropriate resolution to perform proper character recognition where Quality Assurance is required to ensure image quality and document separation. IMR will extract the data and present the information to the Customer verification operator for validation.

Content Management

Documents will be classified and separated through a scan queue that supports Intelligent MedRecords and Capture Process Designer.

Assumptions

Customer will already have an existing Software environment and installation;
Hyland will configure up to five (5) capture ingestion points for IMR:
1. Ex: Fax Line Import, Email Account Import, Scan Queue
2. Hyland will train Customer on configuration and setup to handle additional.
Customer is responsible for configuration of scanning hardware and driver installation;
Scanners must be of high quality and allow for processing of volume batches (not flatbed scanners);
Configuration will account for high volume internal or external document types for:
1. Document Type Classification; and/or
2. Document Type Sub-Classification:
  1. Document Type: Consent Form; and
  2. Sub-Classification Descriptions: Procedure Consent, Blood Consents, etc.
    1. Each sub-classification should be discussed with the project team based on project plan and timeline during the discovery process;
Data extraction requires that the fields be present on the page;
Documents processed through Software must be clean and free of staples, extraneous patterns, images, or any other formatting that would interfere with reading data;
External documents for which the Patient First Name, Patient Last Name, Patient Date of Birth and Date of Service (if necessary) were not extracted will be manually indexed to an MRN or CSN for keyword indexing unless Customer has prepped the batch with a batch cover sheet containing a patient barcode or has keyword barcodes present on documents;
Customer medical records subject matter experts are required throughout the project to actively participate in the validation of classification tests and results. Subject matter experts will have the knowledge to define document classification and/or sub-classification;
Customer will provide Hyland with sample Production documents for system configuration, training, and testing purposes;
The Customer approves the use of Production document samples and validation tables (if live with OnBase) in UT/TST IMR environment to assist with accuracy of classification and data extraction from images.
1. Hyland will work with Customer to align on expectations for content going to UT/TST Epic environments.
Accuracy of the Software is based on document quality, information on said document(s):
1. The amount of manual intervention or validation is unknown until testing commences; however, Hyland will work with Customer to identify and work towards the highest percentage available based on timelines and budget; and
All document capture is day-forward. No capture of previously generated documents is included in this proposal.

Exclusions

The following items are considered out of scope for this engagement:

Training of end users on scanning and indexing within the Unity Client;
Order level keyword extraction;
Handwriting Extraction;
Concatenation or manipulation of any captured document keywords;
Correspondence and other billing/PFS documents;
Epic Integrated Scan Documents;
External system validation of values;
Attachments are not included in data extraction;
Extraction of physician name or ID for InBasket routing;
Non-English language documents;
Addresses in a format other than the United States postal format;
Training to create or modify custom reports;
Data extraction from documents does not also provide end user text searching functionality. Text searching capability would be covered in a separate statement of work using Full Text Indexing Server or similar utility;
Updates to existing Software configuration outside the scope of this project; and
Any functionality or Professional Services not mentioned in the scope above.

Intelligent Medical Records Deployment Methodology

Requirements Analysis

Included in the project cost is dedicated time for Software solution requirements analysis, documentation and review. Requirements Analysis activities include:

Requirements Capture: Hyland will collaborate with Customer’s project team to discover and define the detailed requirements of the Software solution. Discussions focus on the requirements to meet Customer’s business objectives, including any integration(s) that may be in scope for the project:
1. Customer project team may consist of subject matter experts from the business areas and technical experts from IT, interfaces and applications: and
2. Agenda will reflect a single collaborative session per project area. For example, where the same department is repeated across multiple entities, representatives of each entity should attend requirements gathering sessions.
Requirements Documentation: Hyland will create a mapping document to map customer OnBase document types to IMR document types;
Requirements Review: Hyland reviews the Requirement Document with Customer’s project team to validate the Software solution requirements. Modifications to the document are made as necessary and a finalized Requirements Document is delivered to Customer’s project team for final approval;
Changes to the Software solution and requirements that are not in scope as defined in this Services Proposal will be handled via Change Order; and
Project Schedule: Hyland will update the Preliminary Project Schedule to reflect a more detailed schedule based upon the Requirements Documentation.

Solution Build

Included in the project cost is dedicated time to build the Software solution. Solution build activities include:

Solution Design: Hyland will design the solution based on the agreed upon Requirements Document; In the case that the solution contains a Workflow or WorkView application, Hyland may conduct a walkthrough demonstration of Workflow or WorkView, soliciting Customer feedback;
Solution Installation and Configuration: Hyland will install and configure the complete Software solution to fulfill the documented requirements captured in the Requirements Document. Implementation accounts for one (1) production and one (1) non-production environments;
Impacts to the scope as captured in the Requirements Document or design may result in a Change Order.

Testing

Included in the project scope is dedicated time for solution testing activities. Testing activities include:

Unit Testing: Hyland will validate that the solution conforms to the approved Requirements Document. Upon completion of unit testing and incorporation of any changes to the solution, Hyland will inform the Customer unit testing is complete; and
Training Material Generation: Hyland will compose training materials specific to the configured solution for use by Customer’s designated trainers. Customer trainers may modify the document to meet Customer’s training approach;
Training: The Hyland team will train the Customer’s designated system administrators, testers and trainers responsible for educating their end-users. This training is oriented towards the Customer’s specific solution, and therefore, foundational Software training is expected to have been completed by the Customer’s resources prior to receiving this solution-specific training and knowledge-transfer;
Execution of one (1) Software training sessions for up to five (5) designated testers and five (5) trainers provided by Hyland to Customer for each Project as defined below:
One (1) “train-the-tester/trainer” session on the Software Solution, preparing the Customer to conduct comprehensive testing/training.
Execution of one (1) solution-specific configuration walk-through for up to two (2) designated System Application Administrators provided by Hyland to Customer; and
Customer Testing Support: Hyland will support the Customer’s testing of the configured solution. Customer-created business test cases are used by Customer’s resources to test the Solution. Customer should prepare for these activities by defining test plans and scripts early in the project process. Hyland will make any required changes to the Software configuration to fulfill any items that are prohibiting the Solution from functioning in accordance with the Requirements Document. Requested changes, which are not documented in the Requirements Document, may result in a Change Order.

Go-Live Support

Included in the project scope is dedicated time for up to two (2) go-live activities: One (1) pilot group and one (1) enterprise go-live. Go-live activities include:

Hyland will provide support to Customer during initial production usage of the Solution to address issues and answer questions from the Customer;
Hyland project team remote go-live support:
1. Hyland estimates the project team to provide one (1) week of remote go-live support per go-live; and
2. Unless explicitly stated, go-live support is provided remotely, during normal business hours for consecutive days (Monday – Friday, 8am – 5pm, Customer local time).
The estimated go-live support is included in the Cost estimate amount and is not a separate charge. If requested, a Change Order to this Services Proposal may be issued following the Project Change Control Process to adjust go-live support duration and business hours; and
Hyland will maintain optimization support for all in scope document types and descriptions for up to three (3) weeks after the final go-live;
Enterprise go-live must occur within ninety (90) days of pilot go-live; and
At the conclusion of the project, support for production issues impacting live elements of the solution will be handled by Hyland Managed Services.

Appendix 4 – IMR Solution Version Information

IMR Solution Version Information

***End of Document***

Contracts

Hyland Offerings Landing Page

Effective June 14th 2024

Table of Contents

Effective February 7th 2024 to June 14th 2024

Table of Contents

Effective February 6th 2024 to February 7th 2024

Table of Contents

Effective November 16th 2023 to February 6th 2024

Table of Contents

Effective September 27th 2023 to November 16th 2023

Table of Contents

Effective December 15th 2022 to September 27th 2023

Table of Contents

Effective December 9th 2022 to December 15th 2022

Table of Contents

Effective December 9th 2022 to December 9th 2022

Table of Contents

Effective December 9th 2022 to December 9th 2022

Table of Contents

Effective December 9th 2022 to December 9th 2022

Table of Contents

Effective December 8th 2022 to December 9th 2022

Table of Contents

Effective December 8th 2022 to December 8th 2022

Table of Contents

Effective October 4th 2022 to December 8th 2022

Table of Contents

Effective October 3rd 2022 to October 4th 2022

Table of Contents

Effective October 3rd 2022 to October 3rd 2022

Table of Contents

Managed Services Schedule

Effective December 19th 2023

Table of Contents

Effective August 18th 2023 to December 19th 2023

Table of Contents

Effective June 5th 2023 to August 18th 2023

Table of Contents

Effective February 24th 2023 to June 5th 2023

Table of Contents

Effective February 23rd 2023 to February 24th 2023

Table of Contents

Effective November 30th 2022 to February 23rd 2023

Table of Contents

Effective November 29th 2022 to November 30th 2022

Table of Contents

Effective November 16th 2022 to November 29th 2022

Table of Contents

Effective November 16th 2022 to November 16th 2022

Table of Contents

Advise Managed Services

Effective June 5th 2023

Table of Contents

Effective February 24th 2023 to June 5th 2023

Table of Contents

Effective December 8th 2022 to February 24th 2023

Table of Contents

Intelligent Medical Records as a Service (IMRaaS)

Effective December 19th 2023

Table of Contents

Effective August 16th 2023 to December 19th 2023

Table of Contents

Effective June 5th 2023 to August 16th 2023

Table of Contents

Effective February 24th 2023 to June 5th 2023

Table of Contents

Effective December 8th 2022 to February 24th 2023

Table of Contents

Success Paths

Effective December 12th 2023

Table of Contents

Effective October 11th 2023 to December 12th 2023

Table of Contents

Effective September 27th 2023 to October 11th 2023

Table of Contents

Effective December 9th 2022 to September 27th 2023

Table of Contents

Accounts Payable (AP) as a Service (APaaS) Schedule - For Workday

Effective December 19th 2023