For at least the Clients where Epic owns the application instance used by the Client (such as Forrest General), before our staff can be issued credentials for logging in, we must fill out a ‘Customer Schedule’ (see example within the Epic Outsourcer Access Agreement in Clients (Active) > Forrest General > Reference).
Second, each user must read and be familiar with sections 4-9 of the Epic Outsourcer Access Agreement (below):
1. U.S. Access; Customers’ sites. You will access Epic Software and other Confidential Information only from within the United States of America. In addition, You will only access, load, store and use Epic Software and other Confidential Information on Customer-owned servers located at the Customer’s site. For example, You will not store any Epic Software or other Confidential Information on any laptops or portable storage devices owned by You, such as USB flash drives or external hard drives, and You will not store any Epic training materials on Your servers or intranet.
2. No Source Code. You agree not to access or otherwise obtain disclosure of any source code for any Epic Software except to the extent You and Epic expressly agree to such access or disclosure on a particular Customer Schedule signed by Epic and You with respect to the Services for that Customer.
3. Confidentiality. You understand and agree that the Epic Software and other Confidential Information contain confidential and trade secret information of Epic protected by operation of law and this Agreement. You agree to maintain in confidence all Epic Software and other Confidential Information and agree that You will not use any Epic Software or other Confidential Information for any purpose other than to provide the Services to the Customer.
4. Additional Limitations and Prohibitions. You will not:
a. Copy any Epic Software or other Confidential Information, or any part thereof;
b. Reverse engineer any Epic Software, or any part thereof; or
c. Modify any Epic Software except to the extent expressly agreed in a Customer Schedule and then only for that Customer.
5. Related Works. You may not access any information relating to any data structures for Epic Software or any internal application programming interfaces (“APIs”) for Epic Software except to the extent expressly permitted in a signed Customer Schedule. If You do have access to information related to Epic data structures or to internal APIs, the following provisions apply:
a. General Concern. The parties share a concern that some extensions, tools, software and other works created using knowledge of internal Epic data structures or internal APIs (“Related Works”) may cause Epic Software to fail to function as intended, may create upgradability or maintainability problems, and may even cause patient safety issues.
b. Creation. You may, if so requested by the Customer, create as a work made for hire for such Customer and without Epic’s prior written consent (subject to subsection (c)) (collectively, “Pre-Approved Related Works”):
· Custom Clarity reports, and
· Custom programming points or custom print groups, in each case for use only with pre-built Epic extensibility hooks in the Epic Software and that read (but do not write) data in the Epic Software.
Before You create any other Related Work, You will first get Epic’s written permission to create such Related Work in a signed Customer Schedule. For purposes of clarity, if You create a work that contains no use of Epic data structures and no connection to any Epic internal APIs, and the creation of such work was practicable without access to Epic Software, that work is not a Related Work subject to this section. Of course, this section also does not restrict You from creating works that connect with Epic Software only through use of (i) public interface specifications (e.g., HL7 or X.12), and (ii) application programming interfaces or web services that, in each case, Epic designates in writing as available for use without restriction.
c. Distribution. Through the Customer, Related Works may be shared with all Epic customers without charge via a donation to the Epic Community Library or such alternate sharing forum as may be designated by Epic (the Epic Community Library or such alternate forum is referred to herein as the “Community Library”), provided that such work does not include Your or any other third party proprietary information and that functionality for sharing such work is available. You understand that Epic may decline to include or remove submissions from the Community Library in its discretion. Other than sharing through the Community Library, You will not sell, license or otherwise provide any Related Work to anyone other than the Customer for whom it was created (including not providing it through services offerings) unless You and Epic specifically agree to such further distribution on a signed Customer Schedule.
d. Non-assertion. You understand that Epic needs to be able to continue to develop and extend the Epic Software for the benefit of all its customers without being blocked by intellectual property rights arising from Related Works created by third parties. You therefore agree that neither You nor any of Your Affiliated Companies will (i) enforce any copyright, patent or other proprietary right in any Related Work (“Related Work IP”) against Epic or its direct or indirect customers or sublicensees, or (ii) assign any Related Work IP to a third party (other than assignment of a Pre-Approved Related Work to the Customer for whom it was created), unless the third party first agrees in writing not to enforce such right against Epic or any direct or indirect customer or sublicensee of Epic. You will not circumvent this restriction by structuring Your services in a manner that would transfer ownership of the Related Work (or any portion) to any third party.
6. Team Member Activities. Epic has a significant concern that Team Members (defined below) who have access to Epic Software or other Confidential Information not be involved in activities that could lead to use of such information for improper purposes. You agree that You will not permit any Team Member, while employed by You or any of Your Affiliated Companies, to participate, directly or indirectly, in any design, development, or enhancement of any software that has similar purpose to or overlapping functionality with, or in any way competes with (or is being developed to compete with), any Epic Software (a “Competitive Product”) for a period beginning on the date of such Team Member’s first access to any Epic Software or other Confidential Information and ending two (2) years after such Team Member’s last access to any Epic Software or other Confidential Information. If You become aware that any Team Member or former Team Member is involved in any design, development or enhancement of a Competitive Product You will immediately discontinue such Team Member’s access to Epic Software and other Confidential Information. As used in this Agreement, a “Team Member” means any employee of You who has access to any Epic Software or other Confidential Information.