Software Service Level Agreement(SLA)

A. General. 

This Section set forth the Service Level Commitments at which HELLOHEALTH shall perform the Services it provides to its CLIENT. Unless otherwise specified, each Service Level Commitment shall be measured on a quarterly basis.

B. Definitions

Capitalized terms used and not defined in this Section have the meanings given in the Agreement.  The following terms have the following meanings:

“EndUser” or “EndUsers” meansone or more users that logon to HELLOHEALTH system. Users shall have any designate employee, contractor or any other person that is authorized by the CLIENT to use HELLOHEALTH.

“Down” means the HELLOHEALTH Host System and/or HELLOHEALTH Software is (i) not operational, (ii) not able to accept an End User logon. (iii) not able to perform results reporting or order entry and no viable workaround exist.  A determination that the system is Down includes Downtime associated with HELLOHEALTH’s internet backbone provider, but excludes Downtime associated with CLIENT’s and/or a User’s ISP connectivity.

“Downtime” means the elapsed time starting when CLIENT notifies HELLOHEALTH and HELLOHEALTH confirms that the HELLOHEALTH Host System and/or HELLOHEALTH Software is Down and ending when CLIENT is notified by HELLOHEALTH that the HELLOHEALTH Host System and HELLOHEALTH Software is operational, able to accept an End User logon.

“Response Time” means the elapsed time for a User activity when using the Host System on an internal HELLOHEALTH network.  The Response Time measurement shall start when the User completes a HELLOHEALTH Services activity as follows: (a) enters the last character in a field on a form and presses either the enter, return, tab, or similar end of activity action on the keyboard; or (b) clicks on a confirmation to proceed indicator such as an OK, sign, confirm, done, or next dialogue box or icon.  The Response Time measurement shall end when: (1) the HELLOHEALTH System is ready to accept the User’s next action such as the input of data; or (2) the data requested by the User is displayed.

“Scheduled Downtime” means the period of time during which HELLOHEALTH has scheduled maintenance activities regarding the HELLOHEALTH Software or HELLOHEALTH Host System hardware installation or maintenance per the maintenance schedule provided in Section C.1.a.

“Unscheduled Downtime” means the elapsed time starting when CLIENT notifies HELLOHEALTH or HELLOHEALTH discovers that the HELLOHEALTH Host System or HELLOHEALTH Software is down and ends when CLIENT is notified by HELLOHEALTHSystemsare operational. .

C. Service Level Commitments

1. 1. System Availability – HELLOHEALTH warrants the following Service Level Commitments with respect to Host System Availability:
      1. Scheduled Downtime shall occur only between the hours of 11:00 PM Saturday to 2:00 AM Sunday (Pacific Time).  HELLOHEALTH will provide no less than 2 days prior written notice to CLIENT of any Scheduled Downtime to occur outside those hours.To ensure maximum, such notifications shall be displayed on the login screen of the HELLOHEALTH Application.
      2. The Host System shall be available, fully functioning and meeting the Service Level Commitments at a level of 99% (“System Availability Percent”) calculated using the following formula:Availability = 1 –Total hours of Unscheduled Downtime Total hours of scheduled availability in month

The total hours scheduled for System Availability in a given month excludes Downtime incidents caused by factors beyond HELLOHEALTH’s control, scheduled periods selected by CLIENT, and/or Downtime incidents related to CLIENT or a User’s ISP connectivity or System.

1. Response Time Measurements

   1. 1. HELLOHEALTH System Response Times.  HELLOHEALTH warrants the following Service Level Commitments with respect to Response Time performance of the HELLOHEALTH Host System and/or HELLOHEALTH Software (Response Time benchmarks are measured exclusive of external Internet transmission delays.  The measurement should be performed using a locally attached “thin” client [personal computer] communicating to the application server). The “thin” client configuration used for performance measurements is defined as follows:

         Description	Preferred
         Personal Computer	IBM Compatible
         Processor	Pentium Dual Core Technology (2.80GHz, 800FSB)
         Memory	1 GB
         Hard Disk	40 GB or more
         Monitor and Video Card	1920 x 1200(85Hz)
         Operating System	Windows/MAC
         Internet Connection	Local Ethernet
         Web Browser	Internet Explorer, Safari, Chrome and Firefox.

         The HELLOHEALTH Host System performance requirements are defined as follows:

         Application/Functional Area	Applicable Function to be Measured	Commitment (each Navigational or workflow step)
         Display Report & Results	Viewing results when switching from one report to the next	4 seconds or less for at least 95% of occurrences
         Test Results Print Report Preview	Viewing printable version of test results report	4 seconds or less for at least 95% of occurrences
         Submit Order	After Submit button is clicked  and requisition is displayed.  No ABN required	15 seconds or less for at least 95% of transactions
         Report Available	From the time the HL7 result message is accepted by the Interface Engine till the time the report is available in HELLOHEALTH system	Under 10 minutes
         Login	Login button to the start of main user desktop page upload	15  seconds or less for at least 95% of transactions

      2. HELLOHEALTH Problem Management, Escalation and Resolution.

         HELLOHEALTH shall report to CLIENT within the time frames set forth below all network, system, database or any other related failure or response issues with respect to the HELLOHEALTH Host System or Services provided by HELLOHEALTH.

         At the initial report of a problem, HELLOHEALTH shall determine the Severity Level of the problem according to the severity description in the following table. The Severity Level may be reassessed and changed as mutually agreed upon by the CLIENT and HELLOHEALTH.

         In addition, HELLOHEALTH shall provide support to CLIENT for all problems reported by CLIENT with respect to the HELLOHEALTH Host System or Services according to the following table:

         Severity-1 Problem (Highest)	Severity-2 Problem	Severity-3 Problem
         Description Loss of service, or serious impairment of service, which cannot be circumvented.  Examples of this type of problem are: • Web server not accepting connections due to functionality or performance issues • Persistent inability to access clinical information due to functionality or performance issues • Critical product feature does not work (identifiable part of functionality, such as tests cannot be ordered, requisitions and bar codes cannot be printed), no workaround exists or workarounds are impractical • User data is corrupted • Reproducible, unavoidable crash or deadlock • Legally incorrect text or graphics	Description A problem exists which can be circumvented or does not affect normal operations. Examples of this type of problem are: • Non-critical product feature does not work (identifiable part of functionality), no workaround exists or workarounds are impractical • Part of a product feature is affected, a viable workaround exists • Performance is less than optimum • Highly visible usability problem that doesn’t affect functionality	Description Failure of a system which does not have any effect on normal operations.
         Incident Reporting Hotline: 1-510-284-2424 E-mail: support@HELLOHEALTH.com	Incident Reporting Hotline: 1-510-284-2424 E-mail: support@HELLOHEALTH.com	Incident Reporting Hotline: 1-510-284-2424 E-mail: support@HELLOHEALTH.com
         HELLOHEALTH Incident Response Time* During the regular business hours of  6:00 AM (Pacific Time) and 4:00 PM (Pacific Time), Monday through Friday, there will be a one (1) hour maximum to acknowledge the problem and notify the customer’s primary contact.  During the hours of 4:01 PM (Pacific Time) and 5:59 AM (Pacific Time), Monday through Friday and on Weekends, there will be a four (4) hour maximum to acknowledge the problem and notify the end-user’s primary contact.   If problem is unresolved in 4 hours, escalate to level 1.	HELLOHEALTH Incident Response Time* During the regular business hours of  6:00 AM (Pacific Time) and 4:00 PM (Pacific Time), Monday through Friday, there will be a four (4) hours maximum to acknowledge the problem and notify the customer’s primary contact.  During the hours of 4:01 PM (Pacific Time) and 5:59 AM (Pacific Time), Monday through Friday and on Weekends, there will be a eight (8) hours maximum to acknowledge the problem and notify the end-user’sprimary contact     If problem is unresolved in 24 hours, escalate to level 1.	HELLOHEALTH Incident Response Time* During the regular business hours of  6:00 AM (Pacific Time) and 4:00 PM (Pacific Time), Monday through Friday, there will be a eight (8) hours maximum to acknowledge the problem and notify the customer’s primary contact.  During the hours of 4:01 PM (Pacific Time) and 5:59 AM (Pacific Time), Monday through Friday and on Weekends, there will be a twenty four (24) hours maximum to acknowledge the problem and notify the end-user’sprimary contact   If problem is unresolved in 5 business days, escalate to level 1.
         Escalation Level 1	Escalation Level 1	Escalation Level 1
         HELLOHEALTH response time: Within 12 hours from initial notification   Contact: Director of Customer Services   If problem unresolved at this level, escalate to Level 2 (below).	HELLOHEALTH response time: Within 5 business days from initial notification   Contact: Director of Customer Services   If problem unresolved at this level, escalate to Level 2 (below).	HELLOHEALTH response time: Within 10 business days from initial notification   Contact: Director of Customer Services   If problem unresolved at this level, escalate to Level 2 (below).
         Escalation Level 2	Escalation Level 2	Escalation Level 2
         HELLOHEALTH response time: Within 24 hours from initial notification   Contact: CTO	HELLOHEALTH response time: Within 10 business days from initial notification   Contact: CTO	HELLOHEALTH response time: Within 20 business days from initial notification   Contact: CTO

         *Response Time is measured from the moment an alert is received by HELLOHEALTH’s technical support

      3. Events Beyond Control of HELLOHEALTHAll Performance Standards do not include periods of service outage’s resulting in whole or in part from one or more the following causes:
         1. Any act or omission on the part of the Customer, any third party contractor or vendor, or any other entity over which the Customer exercises control or has the right to exercise control.
         2. The ENDUSER’s applications, equipment, or facilities.
         3. HELLOHEALTH off-hour scheduled maintenance or the ENDUSER’s scheduled maintenance.
         4. Any event or occurrence that results in “No Trouble Found” resolution to Trouble Tickets.
         5. Force Majeure event beyond the reasonable control of HELLOHEALTH including, but not limited to, acts of God, natural disasters, cable cuts, government acts and regulation, and national emergency.
         6. Interruptions associated with any act or omission on the part of the ENDUSER or a third party, including, but not limited to, internet providers, or power outage an interruption where the ENDUSER elects not to release the service for testing and repair and continues to use it on an impaired basis

   3. Software GAP: In the event, during the implementation process if a reasonable requirement(s) is/are uncovered that is currently not available in “Product”, HELLOHEALTH hereby agrees to make reasonable and business like effort to provide the functionality in a reasonable time. Further, HELLOHEALTH agrees that a reasonable time shall between 1 week to 90 days depending upon the severity and impact of the gap on the functioning of the End-User. HELLOHEALTH AND ENDUSER agree that such gap shall be generic in nature and would be considered beneficial to other PRACTICSUITE clients. For any ENDUSER’s business specific gap, HELLOHEALTH AND ENDUSER will agree on a custom pricing that is mutually acceptable to both parties.